CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP
8-K, 1998-06-25
ASSET-BACKED SECURITIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             -----------------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


        Date of Report (Date of earliest event reported): June 24, 1998



              Credit Suisse First Boston Mortgage Securities Corp.
- -------------------------------------------------------------------------------
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          DELAWARE                   333-51771                 13-3320910
- -------------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION       (COMMISSION)             (I.R.S. EMPLOYER
      OF INCORPORATION)            FILE NUMBER)            IDENTIFICATION NO.)


11 Madison Avenue, New York, New York                            10010
- -------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                      (ZIP CODE)


       Registrant's telephone number, including area code (212) 325-2000

                                 Not Applicable
- -------------------------------------------------------------------------------
         (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)



                        Exhibit Index Located on Page 2


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ITEM 5. OTHER EVENTS.

     On or about June 25, 1998, the Registrant will cause the issuance and sale
of approximately $2.48 billion initial principal amount of Credit Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 1998-C1, Class A-1A, A-1B, A-2MF, Class A-X, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class I, Class V-1 and
Class V- 2 (the "Certificates") pursuant to a Pooling and Servicing Agreement
to be dated as of June 1, 1998, among the Registrant, Banc One Capital Markets,
LLC, as servcer (the "Servicer"), Lennar Partners, Inc., as special servicer
(the "Special Servicer") and State Street Bank and Trust Company, as trustee
(the "Trustee"). In connection with the sale of the Class A-1A, Class A-1B,
Class A- 2MF, Class A-X, Class B, Class C, Class D and Class E Certificates
(the "Publicly Offered Certificates"), the Registrant has been advised by
Credit Suisse First Boston Corporation and PaineWebber Incorporated (the
"Underwriters"), that the Underwriters have furnished to prospective investors
certain yield tables and other computational materials (the "Computational
Materials") with respect to the Publicly Offered Certificates following the
effective date of Registration Statement No. 333-51771 but prior to the
availability of a final Prospectus relating to the Publicly Offered
Certificates.

     The Computational Materials were prepared by the Underwriters at the
request of certain prospective investors, based on assumptions provided by, and
satisfying the special requirements of, such prospective investors. The
Computational Materials may be based on assumptions that differ from the
assumptions set forth in the Prospectus Supplement. The Computational Materials
may not include, and to not purport to include, information based on
assumptions representing a complete set of possible scenarios. Accordingly, the
Computational Materials may not be relevant to or appropriate for investors
other than those specifically requesting them.

     In addition, the actual characteristics and performance of the mortgage
loans underlying the Certificates (the "Mortgage Loans") may differ from the
assumptions used in the Computational Materials, which are hypothetical in
nature and which were provided to certain investors only to give a general
sense of how the yield, average life, duration, expected maturity, interest
rate sensitivity and cash flow characteristics of a particular class of
Certificates might vary under varying prepayment and other scenarios. Any
difference between such assumptions and the actual characteristics and
performance of the Mortgage Loans will affect the actual yield, average life,
duration, expected maturity, interest rate sensitivity and cash flow
characteristics of the Certificates.



                                       2

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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

     List below the financial statements, pro forma financial information and
exhibits, if any, filed as part of this report.

     (a)  Financial Statements of Businesses Acquired.

          Not applicable

     (b)  Pro Forma Financial Information.

          Not applicable

     (c)  Exhibits.

          99.1 Computational Materials prepared by the Underwriters in
               connection with the sale of Publicly Offered Certificates of the
               Registrant, filed pursuant to Rules 202 and 311(i) of Regulation
               S-T (filed in paper).




                                       3

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                                   SIGNATURES



     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.

                               CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES
                               CORP., Registrant


                               By:  /s/ Allan J. Baum
                                   --------------------------------------
                                   Name:  Allan J. Baum
                                   Title: Vice President



Dated:  June 24, 1998

                                    4


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                               INDEX OF EXHIBITS


Exhibit      Description                                         Page
- -------      -----------                                         ----
99.1         Computational Materials prepared by the 
             Underwriters in connection with the sale
             of Publicly Offered Certificates of the
             Registrant, filed pursuant to Rules 202
             and 311(i) of Regulation S-T (filed in
             paper).


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