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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended September 30, 1996
Commission File Numbers 33-12541, 33-47579, 33-11924, 33-59342, 33-65950,
33-82354
CS FIRST BOSTON MORTGAGE SECURITIES CORP.
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(Exact name of registrant as specified in its registration statements)
Delaware 13-3320910
- ---------------------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
Park Avenue Plaza, New York, New York 10055
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 212-322-1811
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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 October 25, 1996
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CS FIRST BOSTON MORTGAGE SECURITIES CORP.
INDEX
<TABLE>
<CAPTION>
Page
Number
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<S> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Statements of Financial Condition as of
September 30, 1996 and December 31, 1995 3
Statements of Operations for the Nine Months Ended
September 30, 1996 and 1995 4
Statements of Cash Flows for the Nine Months Ended
September 30, 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>
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CS FIRST BOSTON MORTGAGE SECURITIES CORP.
STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
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(unaudited)
(in thousands, except par value and share data)
<S> <C> <C>
Assets:
Cash $ 11 $ 11
Investment in trusts 609 623
Deferred debt issuance costs 0 945
---- ------
Total Assets $620 $1,579
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Liabilities and Stockholder's Equity:
Payable to CS First Boston Securities
Corporation $619 $1,578
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Total Liabilities 619 1,578
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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 $620 $1,579
==== ======
</TABLE>
See Notes to Financial Statements.
Page 3
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CS FIRST BOSTON MORTGAGE SECURITIES CORP.
STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Nine Months Nine Months
Ended Ended
September 30, 1996 September 30, 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.
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CS FIRST BOSTON MORTGAGE SECURITIES CORP.
STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Nine Months Nine Months
Ended Ended
September 30, 1996 September 30, 1995
------------------ ------------------
(in thousands)
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $ -- $ --
Adjustments to reconcile net income
to net cash provided by (used for)
operating activities:
Decrease in investment in trusts 14 60
----- ----
Net Cash Flows Provided by Operating Activities 14 60
----- ----
Cash Flows From Financing Activities:
Decrease in deferred debt issuance costs 945 --
Decrease in payable to CS First Boston
Securities Corporation (959) (60)
----- ----
Net Cash Flows Used by Financing Activities (14) (60)
----- ----
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.
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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
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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 nine months ended September 30, 1996 and
September 30, 1995.
During the nine months ended September 30, 1996, the Company issued, as
depositor, aggregate principal amounts of Bonds, Conduits, Splits,
Multifamily and Home Equities of $1,225,792,000. There were no Bonds,
Conduits, Splits, Multifamily or Home Equities issued during the nine
months ended September 30, 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.
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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.
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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: /s/ THOMAS M. ZINGALLI
------------------------------
Thomas M. Zingalli
Controller and Principal
Accounting Officer
(Duly Authorized Officer and
Principal Accounting Officer)
Dated: October 25, 1996
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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.
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<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CS FIRST
BOSTON MORTGAGE SECURITIES CORP. STATEMENT OF FINANCIAL CONDITION AND STATEMENT
OF OPERATIONS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 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> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 11
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 620
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 620
<CURRENT-LIABILITIES> 619
<BONDS> 0
0
0
<COMMON> 1
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 620
<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>
