<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
--------------------------------------------------------------
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Fiscal Year Ended December 31, 1996
Commission File Numbers 33-99612, 33-11623, 33-15833, 33-16145
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
(Exact name of registrant as specified in its registration statements)
Delaware 13-3320910
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation)
11 Madison Avenue, New York, New York 10010
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 212- 322-1811
Securities registered pursuant to section 12(b) of the Act: None.
Securities registered pursuant to section 12(g) of the Act:
Title of Number of shares outstanding
each class as of December 31, 1996
Common Stock 1,000
par value $1.00 per share
As of March 21, 1997 none of the Registrant's Common Stock was held by
non-affiliates.
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
--- ---
<PAGE> 2
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
INDEX
Page
Number
------
PART I
Item 1. Business 3
Item 2. Properties 6
Item 3. Legal Proceedings 6
Item 4. Submission of Matters to a Vote of Security Holders 7
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters 7
Item 6. Selected Financial Data 7
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Item 8. Financial Statements 8
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 15
PART III
Item 10. Directors and Executive Officers of the Registrant 15
Item 11. Executive Compensation 15
Item 12. Security Ownership of Certain Beneficial Owners
and Management 15
Item 13. Certain Relationships and Related Transactions 15
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K 16
SIGNATURES 17
INDEX TO EXHIBITS 18
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 19
Page 2
<PAGE> 3
PART I
Item 1. Business
Credit Suisse First Boston Mortgage Securities Corp. (formerly CS
First Boston Mortgage Securities Corp.) (the "Company"), is a
wholly owned subsidiary of Credit Suisse First Boston Management
Corporation (formerly CS First Boston Securities Corporation)
("FBSC"), which is a wholly owned subsidiary of Credit Suisse
First Boston, Inc., (formerly CS First Boston, Inc.) a privately
owned holding company. The Company was incorporated in the State
of Delaware on December 31, 1985.
The Company was organized to form trusts to issue and sell
Collateralized Mortgage Obligations ("CMOs") backed by
mortgage-backed certificates (the "Certificates") issued and
guaranteed as to the payment of principal and interest by the
Government National Mortgage Association ("GNMA"), the Federal
National Mortgage Association ("FNMA"), the Federal Home Loan
Mortgage Corporation ("FHLMC") and/or mortgage loans and
participations therein; to issue Strips of Participation
Securities ("SPLITS") backed by Certificates; and to issue Conduit
Mortgage Pass-Through Certificates ("Conduits") representing
undivided fractional interests in a trust formed by the Company,
where the trust property consists of a pool of mortgage loans.
Shelf registrations filed for the Company since inception are as
follows (dollars in thousands):
<TABLE>
<CAPTION>
Commission Date of Shelf Type of
File # Filing Amount Issue
------ ------ ------ -----
<S> <C> <C> <C> <C>
33-3119 02/12/86 $1,000,000 CMO
33-4884 04/15/86 2,000,000 CMO
33-8856 09/18/86 1,000,000 SPLIT
33-10305 11/19/86 250,000 Conduit
33-10311 11/20/86 2,000,000 CMO
33-11750 02/04/87 2,000,000 CMO
33-11924 02/12/87 2,000,000 CMO
33-12461 (A) 03/06/87 1,000,000 Conduit
33-12541 03/10/87 2,000,000 SPLIT
33-37221 10/16/90 500,000 Conduit
33-47579 04/26/92 1,700,000 Conduit
33-59342 05/05/93 500,000 Commercial/Multifamily
33-65950 07/13/93 500,000 Home Equity
33-82354 08/11/94 500,000 Commercial/Multifamily
33-98604 11/08/95 1,000,000 Commercial/Multifamily
33-99612 11/17/95 3,000,000 Conduit
33-99612 (B) 11/29/95 1,740,000 Conduit
33-11623 09/09/96 800,000 Conduit
33-15833 11/08/96 800,000 Conduit
33-16145 11/14/96 300,000 Conduit
</TABLE>
(A) Represents amendment No. 1 effectively increasing the shelf amount from
$250,000 to $ 1,000,000 as filed on Form S-11 #33-10305.
(B) Represents amendment No. 1 effectively decreasing the shelf amount from
$3,000,000 to $1,740,000 as filed on Form S-11 #33-99612.
Page 3
<PAGE> 4
Item 1. Business (continued)
The Company established the following Trusts which have issued
Collateralized Mortgage Obligations since inception (dollars in
thousands):
<TABLE>
<CAPTION>
Pricing Type of Principal
Trust Series Date Collateral Amount
----- ------ ---- ---------- ------
<S> <C> <C> <C> <C>
I A 04/07/86 FNMA $ 140,000
I B 04/07/86 FHLMC 249,000
II A 06/04/86 FHLMC 500,000
III A 06/25/86 FNMA 162,000
IV A 10/21/86 FNMA 161,800
IV B 10/21/86 FHLMC 396,265
V A 10/30/86 FHLMC 500,000
VI A 12/02/86 FNMA 185,000
VII A 12/03/86 FHLMC 240,000
VII B 12/04/86 GNMA 300,000
VIII A 12/05/86 FNMA 500,000
IX A 01/07/87 FNMA 350,000
X A 01/15/87 FNMA 300,000
XI A 02/26/87 GNMA 1,000,000
12 A 03/25/87 FHLMC 250,000
13 A 03/31/87 FHLMC 250,000
14 A 04/20/87 FNMA 200,000
15 A 05/12/87 FHLMC/FNMA 250,000
16 A 05/27/87 GNMA 150,000
17 A 06/16/87 FHLMC/FNMA 270,000
18 A 06/30/88 GNMA 500,100
19 A 09/28/88 FHLMC 203,615
20 A 08/29/90 GNMA 154,500
21 A 04/30/91 GNMA 69,514
----------
$7,281,794
----------
</TABLE>
The Company has sold, through private placements, the beneficial
interests in Owner Trusts since inception:
Percent of beneficial interest sold
during the year ended:
----------------------
<TABLE>
<CAPTION>
Trust 1986 1987 1988
- ----- ---- ---- ----
<S> <C> <C> <C>
I 100.000%
II 98.000
III 98.000
IV 98.000%
V 100.000
VI 98.000
VII 100.000
VIII 98.000
IX 98.635
X 100.000
XI 100.000
</TABLE>
Page 4
<PAGE> 5
Item 1. Business (continued)
Percent of beneficial interest sold
during the year ended:
----------------------
<TABLE>
<CAPTION>
Trust 1987 1988 1990 1991
- ----- ---- ---- ---- ----
<S> <C> <C> <C> <C>
12 100.000%
13 99.800
14 99.800
15 99.800
16 100.000
17 100.000
18 100.000%
19 100.000
20 100.000%
21 100.000%
</TABLE>
There were no beneficial interests in Owner Trusts sold by the
Company during the three years ended December 31, 1996.
The Company, as Seller, has also issued the following SPLITS since
inception (dollars in thousands):
<TABLE>
<CAPTION>
Pricing Type of Principal
Series Date Collateral Amount
------ ---- ---------- ------
<S> <C> <C> <C>
1987-A 02/19/87 FHLMC $ 445,000
1987-B 03/13/87 FNMA 275,000
1987-C 03/27/87 GNMA 126,900
1987-D 04/13/87 GNMA 110,000
1988-E 09/07/88 GNMA 200,000
-----------
$ 1,156,900
-----------
</TABLE>
The Company established the following Trust Funds, which sold
Conduit Mortgage Pass-Through Certificates since inception (dollars in
thousands):
<TABLE>
<CAPTION>
Pricing Principal
Series Date Amount
- ------ ---- ------
<S> <C> <C>
1987-1, Class A 07/16/87 $ 72,600
1988-1, Class A 10/13/88 63,794
1988-2, Class A 10/19/88 95,000
1988-3, Class A 11/02/88 61,692
1988-4, Class A 11/09/88 45,893
1989-1, Class A 01/31/89 86,612
1989-2, Class A 02/09/89 81,300
1989-4, Class A 05/03/89 99,877
1989-5, Class A 12/21/89 144,015
1990-1, Class A 09/27/90 134,070
1991-1, Class A 12/24/91 110,201
1992-1, Class A 02/14/92 174,564
1992-2, Class A 07/15/92 131,153
1992-3, Class A 07/23/92 92,623
1992-4, Class A 09/17/92 156,397
1992-5, Class A 09/17/92 115,196
</TABLE>
Page 5
<PAGE> 6
Item 1. Business (continued)
<TABLE>
<S> <C> <C>
1993-1, Class A 03/01/93 81,879
1993-2, Class A 03/31/93 296,803
1993-3, Class A 04/28/93 50,839
1993-4, Class A 06/11/93 115,000
1993-5, Class A 07/29/93 342,468
1993-6, Class A 08/27/93 208,700
1993-6R 02/23/94 18,997
1993-2R 08/15/94 21,409
1995-1, Class A 12/15/95 1,278,320
1996-1, Class A 05/28/96 305,580
1996-1R 10/04/96 73,672
1996-2 12/09/96 280,000
1996-3 12/19/96 278,286
-------------
$ 5,016,940
-------------
</TABLE>
The collateral in the Trust Fund issuances listed above consists
of mortgage pools of fixed and adjustable rate, fully amortizing
mortgage loans.
The Company, as Seller, has also issued the following
Commercial/Multifamily Mortgage Pass-Through Certificates since
inception (dollars in thousands):
<TABLE>
<CAPTION>
Series Date Amount
------ ---- ------
<S> <C> <C>
1993-M1 08/12/93 $ 97,118
1994-M1 03/11/94 157,570
Series 94 05/16/94 15,000
Series 94-E 05/16/94 16,802
1994-CFB1 06/22/94 262,189
1994-MHC1 10/04/94 303,524
1995-AEW1 10/30/95 287,679
1995-FHA1 11/15/95 171,543
1995-MBL1 11/28/95 108,566
1995-WF1 12/21/95 243,850
-----------
$1,663,841
-----------
</TABLE>
The Company, as Seller, has also issued the following Home Equity
Loan Pass-Through Certificates since inception (dollars in
thousands):
<TABLE>
<CAPTION>
Series Date Amount
------ ---- ------
<S> <C> <C>
1993-H1 09/29/93 $78,017
-------
$78,017
-------
</TABLE>
Item 2. Properties
The Company neither owns nor leases any physical property.
Item 3. Legal Proceedings
The Company is not a party to any material actual or pending legal
proceedings.
Page 6
<PAGE> 7
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders
during the year ended December 31, 1996.
Part II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
As of March 21, 1997 all outstanding shares of the Company's
common stock are owned indirectly by Credit Suisse
First Boston, Inc. and are not traded in any exchange or in the
over-the-counter market.
Item 6. Selected Financial Data
Selected financial data is omitted because the information is
included in the financial statements or notes thereto.
Item 7. 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 on the sale of beneficial interests
during the years ended December 31, 1996, 1995, and 1994.
Net unrealized gains and losses on mortgage pass-through
certificates are reflected in principal transactions. Realized
gains and losses on the sale of mortgage pass-through certificates
are also reflected in principal transactions. For the year ended
December 31, 1996, principal transactions of $1,188,000 are
included in the Company's Statement of Operations.
During the years ended December 31, 1996, 1995 and 1994 the
Company issued, as depositor, aggregate principal amounts of
Bonds, Splits, Conduits, Multifamily and Home Equity of
$937,538,000, $2,089,958,000, and $795,491,000 respectively.
Management fees, professional fees and other administrative
expenses are paid by FBSC on behalf of the Company.
Liquidity and Capital Resources
The Company utilizes FBSC to borrow funds and facilitate the
settlement of all transactions through intercompany accounts as
required with FBSC. FBSC does not charge the Company interest on
such borrowings.
Page 7
<PAGE> 8
Item 8. Financial Statements
INDEX TO FINANCIAL STATEMENTS PAGE
Independent Auditors' Report 9
Balance Sheets as of December 31, 1996 and 1995 10
Statements of Operations for the Years Ended
December 31, 1996, 1995 and 1994 11
Statements of Changes in Stockholder's Equity for the
Years Ended December 31, 1996, 1995 and 1994 11
Statements of Cash Flows for the Years Ended
December 31, 1996, 1995 and 1994 12
Notes to Financial Statements 13
Financial Statement Schedules are omitted because they are not
required, inapplicable, or the information is included in the
financial statements or notes thereto.
Page 8
<PAGE> 9
Independent Auditors' Report
The Board of Directors
Credit Suisse First Boston Mortgage Securities Corp.:
We have audited the accompanying balance sheets of Credit Suisse First Boston
Mortgage Securities Corp. as of December 31, 1996 and 1995, and the related
statements of operations, changes in stockholder's equity, and cash flows for
each of the years in the three year period ended December 31, 1996. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Credit Suisse First Boston
Mortgage Securities Corp. as of December 31, 1996 and 1995, and the results of
its operations and its cash flows for each of the years in the three year period
ended December 31, 1996, in conformity with generally accepted accounting
principles.
KPMG Peat Marwick LLP
March 21, 1997
Page 9
<PAGE> 10
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
BALANCE SHEETS
<TABLE>
<CAPTION>
December 31,
1996 1995
---- ----
(In thousands, except par value and share data)
<S> <C> <C>
Assets:
Cash $ 11 $ 11
Investment in trusts 605 623
Deferred debt issuance costs -- 945
Mortgage Pass-Through Certificates 7,952 --
Resale agreements 23,109 --
Receivables from affiliates 76 --
Accrued Interest 542 --
--------- --------
Total Assets $ 32,295 $ 1,579
--------- --------
Liabilities and Stockholder's Equity:
Securities sold not yet purchased:
U.S. Government treasury notes 22,859 --
Payables to affiliates 7,855 1,578
Accrued interest 712 --
--------- --------
Total Liabilities 31,426 1,578
--------- --------
Stockholder's Equity:
Common Stock, (par value $1.00 per share,
1,000 shares authorized and outstanding) 1 1
Retained earnings 868 --
--------- --------
Total Stockholder's Equity 869 1
--------- --------
Total Liabilities and Stockholder's Equity $ 32,295 $ 1,579
========= =========
</TABLE>
See Notes to Financial Statements.
Page 10
<PAGE> 11
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Year Ended December 31,
1996 1995 1994
---- ---- ----
(in thousands)
<S> <C> <C> <C>
Revenues:
Net gains on sales of beneficial interests in trusts $ -- $ -- $ --
Principal transactions 1,188 -- --
Interest income 535 -- --
------ ---------- ------------
Total revenues 1,723 -- --
Expenses:
Interest expense 388 -- --
General and administrative expenses -- -- --
------ ---------- ------------
Total expenses 388 -- --
Income from operations before income
taxes 1,335 -- --
Income taxes 467 -- --
------ ---------- ------------
Net income $ 868 $ -- $ --
====== ========== ============
</TABLE>
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
<TABLE>
<CAPTION>
Year Ended December 31,
1996 1995 1994
---------- --------- ---------
(in thousands)
<S> <C> <C> <C>
Common stock-balance at beginning of year $ 1 $ 1 $ 1
--------- -------- --------
Common stock-balance at end of year $ 1 $ 1 $ 1
========= ======== ========
Retained earnings-balance at beginning of year $ - $ - $ -
Net Income 868 - -
--------- --------- --------
Retained earnings-balance at end of year $ 868 $ - $ -
---------- --------- --------
Total $ 869 $ 1 $ 1
========= ========= ========
</TABLE>
See Notes to Financial Statements.
Page 11
<PAGE> 12
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Year Ended December 31,
1996 1995 1994
---- ---- ----
(in thousands)
<S> <C> <C> <C>
Cash Flows From Operating Activities:
Net income $ 868 $ -- $ --
Adjustments to reconcile net income to net cash
provided by (used for) operating activities:
Decrease in investments in and distribution by trusts 18 66 143
Decrease in other assets -- -- 334
(Decrease) in other liabilities -- -- (447)
(Increase) in Mortgage Pass-Through Certificates (7,952) -- --
(Increase) in resale agreements (23,109) -- --
(Increase) in receivables from affiliates (76) -- --
(Increase) in accrued interest receivable (542) -- --
Increase in accrued interest payable 712 -- --
--------- ------- ------
Net Cash Provided by (Used for)
Operating Activities (30,081) 66 30
--------- ------- ------
Cash Flows From Financing Activities:
Increase in securities sold not yet purchased 22,859 -- --
Decrease in deferred debt issuance costs 945 185 65
Increase (decrease) in payables to affiliates 6,277 (251) (95)
--------- ------- ------
Net Cash (Used for) Provided by Financing
Activities 30,081 (66) (30)
--------- ------- ------
Net increase in cash -- -- --
Cash at beginning of year 11 11 11
--------- ------- ------
Cash at end of year $ 11 $ 11 $ 11
========= ======= ======
</TABLE>
See Notes to Financial Statements
Page 12
<PAGE> 13
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
NOTES TO FINANCIAL STATEMENTS
1. Description of business
Credit Suisse First Boston Mortgage Securities Corp. (the "Company"), is a
wholly owned subsidiary of Credit Suisse First Boston Management Corporation
(formerly CS First Boston Securities Corporation ("FBSC"), which is a wholly
owned subsidiary of Credit Suisse First Boston, Inc., (the "Parent
Company") a privately owned holding company. The Company was granted
authority to do business in the state of Delaware on April 18, 1986
("date of inception").
The Company was organized to form trusts; to issue and sell Collateralized
Mortgage Obligations ("CMOs"); to issue Strips of Participation Securities
("SPLITS"); and to issue Conduit Mortgage Pass- Through Certificates
("Conduits").
CMOs are backed by mortgage-backed certificates (the "Certificates") issued
and guaranteed as to the payment of principal and interest by the Government
National Mortgage Association ("GNMA"), the Federal National Mortgage
Association ("FNMA"), the Federal Home Loan Mortgage Corporation ("FHLMC")
and/or mortgage loans and participations therein. SPLITS are backed by
Certificates. Conduits represent undivided fractional interests in a trust
formed by the Company, where the trust property consists of a pool of
mortgage loans.
Since inception, the Company has had the following activity:
- Established 21 Trusts which have issued CMO's with an aggregate
principal balance of $7,281,794,000 as of their respective date of
issuance. Additionally, the Company sold, through private
placements, 21 Trusts consisting of beneficial interests in Owner
Trusts. There were no Trusts issued during the years ended December
31, 1996, 1995, and 1994, respectively.
- As seller, has issued 5 series of SPLITS with an aggregate principal
balance of $1,156,900,000 as of their respective date of issuance.
No SPLITS have been issued since 1988.
- Established 29 Trust Funds which sold Conduits with an aggregate
principal balance of $5,016,940,000 as of their respective date of
issuance, including $937,538,000, $1,278,320,000, and $40,406,000
issued during the years ended December 31, 1996, 1995, and 1994,
respectively.
- As seller, has issued 10 series of Multifamily certificates with an
aggregate principal balance of $1,663,841,000 as of their respective
date of issuance, including $811,638,000 and $755,085,000 issued
during the years ended December 31, 1995 and 1994, respectively.
There were no Multifamily certificates issued during 1996.
- As seller, has issued 1 series of Home Equity certificates with an
aggregate principal balance of $78,017,000 as of December 31, 1993.
There were no Home Equity certificates issued since 1993.
Page 13
<PAGE> 14
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
NOTES TO FINANCIAL STATEMENTS
2. Summary of significant accounting policies
Deferred debt issuance costs, which consist primarily of shelf
registration costs, are allocated to the specific Trust to which the
expense relates on the date of issuance and are included in the cost of
investment upon sale.
The Company's investments in the Trusts are carried at cost less cash
distributions received to date. Cash in excess of the Company's cost is
recognized as income when received.
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.
The Company is included in the consolidated federal and combined state
and local income tax returns of Credit Suisse First Boston, Inc. The
amount of income tax expense is computed on a separate company basis
and allocated by Credit Suisse First Boston, Inc. to the Company.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
3. Mortgage Pass-Through Certificates
In the normal course of business, the Company establishes trusts which
sell mortgage pass-through certificates. All certificates are
generally purchased from the trust by the underwriter and sold to
third parties. As of December 31, 1996, the Company held $7,952,000
of certificates which they purchased directly from the trust. As of
December 31, 1995 and 1994, respectively, all mortgage pass-through
certificates were sold to third parties and none were held by the
Company. The certificates are carried at market value and are
expected to be sold in the near future. To acquire the mortgage
pass-through certificates, the Company established an intercompany
loan included in payables to affiliates on the balance sheet. The
company is hedging the mortgage pass-through certificates with U.S.
Government treasury notes sold not yet purchased.
4. Related party transactions
In the normal course of business, the Company enters into securities
transactions with affiliated companies. In addition, the Company enters
into resale agreements with affiliated companies at prevailing interest
rates. These affiliates have collateralized their borrowings with U.S.
Government treasury notes whose market values approximate the amount
of the borrowing. At December 31, 1996, there were $23,109,000 of
such resale agreements outstanding.
5. Reorganization
On July 1, 1996 the Parent Company's principal shareholder, CS
Holding, announced a plan to reorganize its corporate structure,
including the operations of the Parent Company. This reorganization
was fully implemented as of January 1, 1997. Pursuant to this
reorganization, CS Holding changed its name to Credit Suisse Group and
is comprised of four distinct business units. As part of this
reorganization the Parent Company changed its name from CS First
Boston, Inc. to Credit Suisse First Boston, Inc. and the Company
changed its name from CS First Boston Mortgage Securities Corp. to
Credit Suisse First Boston Mortgage Securities Corp. FBSC changed its
name from CS First Boston Securities Corporation to Credit Suisse
First Boston Management Corporation.
Page 14
<PAGE> 15
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
The directors and executive officers of the Company are as follows:
<TABLE>
<CAPTION>
NAME AGE TITLE DATE ELECTED
---- --- ----- ------------
<S> <C> <C> <C>
Lawrence A. Shelley 38 President and Director 02/26/97
Diane Manno 38 Treasurer 09/13/96
Rhonda G. Matty 38 Assistant Secretary 08/24/94
Thomas A. DeGennaro 42 Director of Taxes 07/16/90
Thomas M. Zingalli 38 Controller and Principal
Accounting Officer 08/05/94
</TABLE>
Item 11. Executive Compensation
No compensation was paid by the Company to persons who were
directors, officers or employees of the Company for their services
as directors or officers of the Company.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Not applicable.
Item 13. Certain Relationships and Related Transactions
Not applicable.
Page 15
<PAGE> 16
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) The following documents are filed as part of this report:
(1) Financial Statements:
The Financial Statements and Notes to Financial Statements
appear on pages 10 through 14. The Report of Independent
Auditors, KPMG Peat Marwick LLP, pertaining to the 1996,
1995 and 1994 financial statements appears on page 9.
(2) Financial Statement Schedules
Financial Statement Schedules are omitted because they are
not required, inapplicable, or the information is included
in the financial statements or notes thereto.
(3) Exhibits:
Articles of Incorporation of the Company as of December 31,
1985 (incorporated by reference to Exhibit 3.1 of the
Company's Form S-11 Registration Statement No. 33-8856 dated
September 18, 1986).
By-Laws of the Company as of December 31, 1985 (incorporated
by reference to Exhibit 3.2 of the Company's Form S-11
Registration Statement No. 33-8856 dated September 18,
1986).
(b) Reports on Form 8-K
None.
(c) Exhibits filed as part of this report are included in Item 14(a)
(3) above.
Page 16
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) 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, on this 21st day of
March , 1997.
CREDIT SUISSE FIRST BOSTON MORTGAGE
SECURITIES CORP.
By: LAWRENCE A. SHELLEY
-----------------------------
Lawrence A. Shelley
President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on March 21, 1997.
By: DIANE MANNO By: RHONDA G. MATTY
----------- ---------------
Diane Manno Rhonda G. Matty
Treasurer Assistant Secretary
By: THOMAS A. DEGENNARO By: THOMAS M. ZINGALLI
------------------- ------------------
Thomas A. DeGennaro Thomas M. Zingalli
Director of Taxes Controller and Principal
Accounting Officer
Page 17
<PAGE> 18
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit Page
- ------ ---------------------- ----
<S> <C> <C>
3.1 Articles of Incorporation of the Company as of December 31, 1985. *
3.2 By-Laws of the Company as of December 31, 1985. *
</TABLE>
* Incorporated by reference to the same Exhibits in Registration Statement No.
33-8856 on Form S-11 filed with the Securities and Exchange Commission on
September 18, 1986.
Page 18
<PAGE> 19
Consent of Independent Auditors
The Board of Directors
Credit Suisse First Boston Mortgage Securities Corp.:
We consent to incorporation by reference in the registration statement Nos.
33-99612, 33-11623, 33-15833. and 33-16145 on Form S-3 of Credit Suisse First
Boston Mortgage Securities Corp. of our report dated March 21, 1997 relating to
the balance sheets of Credit Suisse First Boston Mortgage Securities Corp. as of
December 31, 1996 and 1995, and the related statements of operations, changes in
stockholder's equity, and cash flows for each of the years in the three year
period ended December 31, 1996, which report appears in the December 31, 1996
report on Form 10-K of Credit Suisse First Boston Mortgage Securities Corp.
KPMG Peat Marwick LLP
March 21, 1997
Page 19
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Credit
Suisse 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-K annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 11
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 7,952
<CURRENT-ASSETS> 32,295
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 32,295
<CURRENT-LIABILITIES> 31,426
<BONDS> 0
0
0
<COMMON> 1
<OTHER-SE> 868
<TOTAL-LIABILITY-AND-EQUITY> 32,295
<SALES> 0
<TOTAL-REVENUES> 1,723
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 388
<INCOME-PRETAX> 1,335
<INCOME-TAX> 467
<INCOME-CONTINUING> 868
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 868
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
