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<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
--------------------------------------------------------------
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended March 31, 1996
Commission File Numbers
33-12541, 33-47579, 33-11924, 33-59342, 33-65950, 33-82354
CS FIRST BOSTON MORTGAGE SECURITIES CORP.
(Exact name of registrant as specified in its registration statements)
<TABLE>
<S> <C>
Delaware 13-3320910
- - ---------------------------------------------- ------------------------------------
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
</TABLE>
Park Avenue Plaza, New York, New York 10055
- - ---------------------------------------- ---------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 212-322-1811
---------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
1,000 shares of common stock
outstanding as of April 22, 1996
<PAGE> 2
CS FIRST BOSTON MORTGAGE SECURITIES CORP.
INDEX
<TABLE>
<CAPTION>
Page
Number
------
<S> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Statements of Financial Condition as of
March 31, 1996 and December 31, 1995 3
Statements of Operations for the Three Months Ended
March 31, 1996 and 1995 4
Statements of Cash Flows for the Three Months Ended
March 31, 1996 and 1995 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
PART II OTHER INFORMATION
Item 1. Legal Proceedings 8
Item 2. Changes in Securities 8
Item 3. Defaults Upon Senior Securities 8
Item 4. Submission of Matters to a Vote of Security Holders 8
Item 5. Other Information 8
Item 6 Exhibits and Reports on Form 8-K 8
SIGNATURE 9
INDEX TO EXHIBITS 10
</TABLE>
Page 2
<PAGE> 3
CS FIRST BOSTON MORTGAGE SECURITIES CORP.
STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
--------- ------------
(unaudited)
(in thousands, except par value and share data)
<S> <C> <C>
Assets:
- - -------
Cash $ 11 $ 11
Investment in trusts 618 623
Deferred debt issuance costs 0 945
---- ------
Total Assets $629 $1,579
==== ======
Liabilities and Stockholder's Equity:
- - -------------------------------------
Payable to CS First Boston Securities
Corporation $628 $1,578
---- ------
Total Liabilities 628 1,578
Stockholder's Equity:
Common Stock, (par value $1.00 per share,
1,000 shares authorized and outstanding) 1 1
---- ------
Total Liabilities and Stockholder's Equity $629 $1,579
==== ======
</TABLE>
See Notes to Financial Statements.
Page 3
<PAGE> 4
CS FIRST BOSTON MORTGAGE SECURITIES CORP.
STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
March 31, 1996 March 31, 1995
-------------- --------------
(in thousands)
<S> <C> <C>
Revenues:
Net gains on sales of beneficial interests in
trusts $ -- $ --
----- -----
Expenses:
General and administrative expenses -- --
----- -----
-- --
----- -----
Income from operations before income taxes -- --
----- -----
Income taxes -- --
----- -----
Net income $ -- $ --
===== =====
</TABLE>
See Notes to Financial Statements.
Page 4
<PAGE> 5
CS FIRST BOSTON MORTGAGE SECURITIES CORP.
STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
March 31, 1996 March 31, 1995
-------------- --------------
(in thousands)
<S> <C> <C>
Cash Flows From Operating Activities:
Decrease in investments in trusts $ 5 $ 27
---- -----
Net Cash Flows Provided by
Operating Activities 5 27
---- -----
Cash Flows From Financing Activities:
Decrease in deferred debt issuance costs 945 --
Decrease in payable to CS First Boston
Securities Corporation (950) (27)
---- -----
Net Cash Flows Used For Financing Activities (5) (27)
---- -----
Net increase (decrease) in cash -- --
Cash at beginning of period 11 11
---- -----
Cash at end of period $ 11 $ 11
==== =====
</TABLE>
See Notes to Financial Statements.
Page 5
<PAGE> 6
CS FIRST BOSTON MORTGAGE SECURITIES CORP.
NOTES TO FINANCIAL STATEMENTS
(unaudited)
(1) Description of Business
CS First Boston Mortgage Securities Corp. (the "Company"), is a
wholly owned subsidiary of CS First Boston Securities Corporation
("FBSC"), which is a wholly owned subsidiary of CS First Boston, Inc.,
a privately owned holding company.
The foregoing financial statements are unaudited; however, in the
opinion of management, all adjustments (comprising only normal
recurring accruals) necessary for a fair presentation of the financial
statements have been included. A summary of the significant accounting
policies is set forth in Note 2 to the Company's December 31, 1995
Financial Statements contained in the Company's 1995 Form 10-K.
Page 6
<PAGE> 7
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The principal activities of the Company include (i) issuing and selling
collateralized mortgage obligations (the "Bonds"), (ii) issuing and
selling Strips of Participation Certificates ("Splits"), (iii) issuing
and selling Conduit Mortgage Pass-Through Certificates ("Conduits"),
(iv) issuing and selling Commercial/Multifamily Mortgage Pass-Through
Certificates ("Multifamily") and (v) issuing and selling Home Equity
Loan Pass-Through Certificates ("Home Equity").
Results of Operations
The Company recorded no gains or (losses) on the sale of beneficial
interests in trusts for the three months ended March 31, 1996 and March
31, 1995.
There were no Bonds, Conduits, Splits, Multifamily or Home Equities
issued during the three months ended March 31, 1996 and March 31, 1995.
Liquidity and Capital Resources
The Company utilizes FBSC to borrow funds and facilitate the settlement
of all transactions through intercompany accounts of which no interest
is charged by FBSC to the Company.
Page 7
<PAGE> 8
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to Registration
Statement No. 33-47579).
By-Laws of the Company (incorporated by reference to
Exhibit 3.2 to Registration Statement No. 33-47579).
Form of Indenture (incorporated by reference to Exhibit 4
to Registration Statement No. 33-11924).
Form of Standard Terms and Provisions of Pooling and
Servicing Mortgage Loans/Mortgage Certificates
(incorporated by reference to Exhibit 4.1 to Registration
Statement No. 33-47579).
(b) Reports on Form 8-K
None.
Page 8
<PAGE> 9
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CS First Boston Mortgage
Securities Corp.
By: THOMAS M. ZINGALLI
------------------
Thomas M. Zingalli
Controller and Principal
Accounting Officer
(Duly Authorized Officer and
Principal Accounting Officer)
Dated: April 22, 1996
Page 9
<PAGE> 10
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit Page
- - ------ ---------------------- ----
<S> <C> <C>
3.1 Restated Certificate of Incorporation of the Company *
3.2 By-Laws of the Company *
4 Form of Indenture **
4.1 Form of Standard Terms and Provisions of Pooling and
Servicing Mortgage Loans/Mortgage Certificates *
</TABLE>
* Incorporated by reference to the same Exhibits in Registration Statement
No. 33-47579 on Form S-11 filed with the Securities and Exchange
Commission.
** Incorporated by reference to the same Exhibits in Registration Statement
No. 33-11924 on Form S-11 filed with the Securities and Exchange
Commission.
Page 10
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A) CS FIRST
BOSTON MORTGAGE SECURITIES CORP. STATEMENT OF FINANCIAL CONDITION AND STATEMENT
OF OPERATIONS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH (B) FORM
10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 11
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 629
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 629
<CURRENT-LIABILITIES> 628
<BONDS> 0
0
0
<COMMON> 1
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 629
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
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