<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 23, 1998
Credit Suisse First Boston Mortgage Securities Corp.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 333-33807 13-3320910
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(STATE OR OTHER JURISDICTION (COMMISSION) (I.R.S. EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
11 Madison Avenue, New York, New York 10010
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code (212) 325-2000
Not Applicable
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Exhibit Index Located on Page 2
<PAGE>
ITEM 5. OTHER EVENTS.
On June 30, 1998, the Registrant will cause the issuance and sale of
approximately $160,797,577 initial principal amount of Wilshire Funding
Corporation Mortgage-Backed Certificates, Series 1998-WFC2, Class A-I, Class A-
II, Class A-III, Class IO, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2
and Class B-3 (the "Certificates") pursuant to a Pooling and Servicing Agreement
to be dated as of June 1, 1998 among the Registrant, Wilshire Servicing
Corporation, as Servicer, and Bankers Trust Company of California, N.A., as
Trustee and Back-Up Servicer. In connection with the sale of the Class A-I,
Class A-II, Class A-III, Class IO, Class M-1, Class M-2 and Class M-3
Certificates (the "Publicly Offered Certificates"), the Registrant has been
advised by Credit Suisse First Boston Corporation (the "Underwriter"), that the
Underwriter has furnished to prospective investors certain written descriptions
of the securities to be offered that set forth the name of the issuer, the size
of the potential offering, the structure of the offering (e.g. the number of
classes, seniority, interest rate) and miscellaneous similar items (the
"Structural Term Sheets") with respect to the Publicly Offered Certificates
following the effective date of Registration Statement No. 333-33807 but prior
to the availability of a final Prospectus relating to the Publicly Offered
Certificates. In connection with the sale of the Publicly Offered Certificates,
the Registrant also has been informed by the Underwriter that the Underwriter
has furnished to prospective investors certain descriptive information regarding
the mortgage loans (the "Mortgage Loans") underlying the Certificates that set
forth the number of Mortgage Loans, the principal balance of the Mortgage Loans,
information regarding the mortgage rates thereon and miscellaneous similar items
(the "Collateral Term Sheets") following the effective date of Registration
Statement No. 333-33807 but prior to the availability of a final Prospectus
relating to the Publicly Offered Certificates. The Structural Terms Materials
and Collateral Term Sheets are being filed as an exhibit to this report.
The Structural Term Sheets and Collateral Term Sheets attached hereto have
been provided by the Underwriter. The information in the Structural Term Sheets
and Collateral Term Sheets is preliminary and may be superseded by the
Prospectus Supplement relating to the Publicly Offered Certificates and by any
other information subsequently filed with the Securities and Exchange
Commission.
2
<PAGE>
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 Structural Term Sheets prepared by the Underwriter in
connection with the sale of the Publicly Offered Certificates
of the Registrant.
99.2 Collateral Term Sheets prepared by the Underwriter in
connection with the sale of the Publicly Offered Certificates
of the Registrant.
3
<PAGE>
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/ Heidi Davis
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Name: Heidi Davis
Title: Vice President
Dated: June 26, 1998
<PAGE>
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description Page
------- ----------------------------------- ----
<S> <C> <C>
99.1 Structural Term Sheets prepared by
the Underwriter in connection with
the sale of the Publicly Offered
Certificates of the Registrant.
99.2 Collateral Term Sheets prepared by
the Underwriter in connection with
the sale of the Publicly Offered
Certificates of the Registrant.
</TABLE>
<PAGE>
EXHIBIT 99.1
CREDIT | FIRST This information is being provided in response to your
SUISSE | BOSTON specific request for information. The information has
been provided and furnished to you solely by CREDIT SUISSE
FIRST BOSTON CORPORATION (CSFBC) and not the Issuer of the
Securities or any of its affiliates. The preliminary
description of the underlying assets has not been
independently verified by CSFBC. CSFBC is not acting as
agent for the Issuer or its affiliates in connection with
the proposed transaction. All information contained herein
is preliminary, limited in nature and subject to
completion or amendment. CSFBC makes no representations
that the above referenced security will actually perform
as described in any scenario. The above analysis alone is
not intended to be a prospectus and any investment
decision with respect to the security should be made by
you based solely upon the information contained in the
final prospectus. Under no circumstances shall the
information presented constitute an offer to sell or
solicitation of an offer to buy nor shall there be any
sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of
such jurisdiction. The securities may not be sold nor may
an offer to buy be accepted prior to the delivery of a
final prospectus relating to the securities.
June 24, 1998
TERM SHEET
$160,867,386 (+/- 5%)
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
(Depositor)
WILSHIRE SERVICING CORPORATION
(Servicer)
WILSHIRE MORTGAGE FUNDING COMPANY V, INC.
(Seller)
WILSHIRE FUNDING CORPORATION MORTGAGE-BACKED CERTIFICATES
SERIES 1998-WFC2
<TABLE>
<CAPTION>
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PRINCIPAL OR INITIAL AVG. LIFE APPROX.
NOTIONAL Ratings COUPON (YRS.) LAST PAY DOLLAR
CLASS AMOUNT PRIORITY (Moody's/DCR/Fitch) (1) (2) (2) PRICE SPREAD
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<S> <C> <C> <C> <C> <C> <C> <C> <C>
A-I $ 22,664,858 Senior Aaa /AAA/AAA 5.86% 0.7 11/99 99-28 6.26% yield
A-II 33,552,979 Senior Aaa /AAA/AAA 8.06% 1.4 12/00 101-20 6.88% yield
A-II 40,302,593 Senior Aaa /AAA/AAA 7.00% 3.1 12/18 99-31 +145/interp
I
IO 119,846,200 Senior Aaa /AAA/AAA 0.72% 2.6 (3) 01/07 (3) 1-20 15% yield
M-1 12,065,053 Mezzanine Aa2/AA/AA+ 5.86% 6.4 10/32 101-04 +160/CMT
M-2 11,260,717 Mezzanine A2/A/A+ 5.86% 6.4 10/32 100-22 +180/CMT
M-3 8,847,706 Mezzanine Baa2/BBB/BBB+ 5.86% 6.4 10/32 100-02 +210/CMT
B-1 20,108,423 Subordinate (5) 5.86% 6.4 11/32 (5) (5)
B-2 3,217,347 Subordinate (5) 5.86% 6.4 08/32 (5) (5)
B-3 8,847,710 Subordinate (5) 5.86% 6.4 10/32 (5) (5)
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</TABLE>
<TABLE>
<CAPTION>
SUBORD.
SPEED (4) LEVEL % BONDS
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<S> <C> <C>
20% CPR 40.0% 14.1%
25% CPR 40.0% 20.9%
20% CPR 40.0% 25.1%
20% CPR 40.0% ---
20% CPR 32.5% 7.5%
20% CPR 25.5% 7.0%
20% CPR 20.0% 5.5%
20% CPR 7.5% 12.5%
20% CPR 5.5% 2.0%
20% CPR N/A 5.5%
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</TABLE>
(1) Class A-III has a fixed pass-through rate, subject to a blended WAPT rate,
and all other rates are variable rates.
(2) To Maturity, based on prepayment speed, unless otherwise noted.
(3) To the Optional Call.
(4) Assuming 20% CPR for Pool I and Pool III, and 25% CPR for Pool II.
<PAGE>
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(5) Securities are privately offered.
"THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE DESCRIPTION OF THE
MORTGAGE POOL CONTAINED IN THE PROSPECTUS SUPPLEMENT RELATING TO THE
CERTIFICATES."
<TABLE>
<CAPTION>
KEY COLLATERAL STATISTICS AS OF JUNE 1, 1998(1)
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WILSHIRE 1998- POOL I POOL II POOL III
WFC2
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<S> <C> <C> <C> <C>
BALANCE $160,867,386 $87,011,813 $33,552,980 $40,302,594
INDEX CMT Mixed ARMs Fixed Rate
GWAC 7.750% 6.478% 8.680% 9.720%
GROSS MARGIN 2.823% 2.834% 2.796% n/a
WAM (MOS.) 278 330 171 254
SEAS (MOS.) 56 25 103 84
GEOGRAPHIC 52.77% CA (South) 64.09% CA (South) 63.77% CA (South) 17.45% CA (South)
CONCENTRATION 7.52% NY 8.27% CA (North) 8.07% AZ 16.93% NY
5.30% CA (North) 5.75% MA 7.23% OR
5.12% CT 6.39% MA
5.96% NJ
5.84% CT
5.58% FL
WTD. ALTV 95.37% 103.21% 86.76% 85.62%
AVG. BALANCE $135,639 $204,734 $157,526 $73,545
LOANS 1,186 425 213 548
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</TABLE>
(1) Collateral statistics +/- 5%
<PAGE>
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"THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE DESCRIPTION OF THE
MORTGAGE POOL CONTAINED IN THE PROSPECTUS SUPPLEMENT RELATING TO THE
CERTIFICATES."
This information is being provided in response to your specific request for
information. The information has been provided and furnished to you solely by
CREDIT SUISSE FIRST BOSTON CORPORATION (CSFBC) and not the Issuer of the
Securities or any of its affiliates. The preliminary description of the
underlying assets has not been independently verified by CSFBC. CSFBC is not
acting as agent for the Issuer or its affiliates in connection with the proposed
transaction. All information contained herein is preliminary, limited in nature
and subject to completion or amendment. CSFBC makes no representations that the
above referenced security will actually perform as described in any scenario.
The above analysis alone is not intended to be a prospectus and any investment
decision with respect to the security should be made by you based solely upon
the information contained in the final prospectus. Under no circumstances shall
the information presented constitute an offer to sell or solicitation of an
offer to buy nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such jurisdiction. The securities
may not be sold nor may an offer to buy be accepted prior to the delivery of a
final prospectus relating to the securities.
<PAGE>
EXHIBIT 99.2
CREDIT FIRST
SUISSE BOSTON
June 23, 1998
REVISED
****SALES POINTS****
$160,867,386 (+/- 5%)
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
(Depositor)
WILSHIRE SERVICING CORPORATION
(Servicer)
WILSHIRE MORTGAGE FUNDING COMPANY V, INC.
(SELLER)
WILSHIRE FUNDING CORPORATION MORTGAGE-BACKED CERTIFICATES
SERIES 1998-WFC2
<TABLE>
<CAPTION>
PRINCIPAL OR Ratings INITIAL AVG. LIFE
NOTIONAL (MOODY'S/ COUPON (YRS.) LAST PAY
CLASS AMOUNT PRIORITY DCR/FITCH) (1) (2) (2)
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<S> <C> <C> <C> <C> <C> <C>
A-I $ 22,664,858 Senior Aaa /AAA/AAA 5.86% 0.7 11/99
A-II 33,552,979 Senior Aaa /AAA/AAA 8.06% 1.4 12/00
A-III 40,302,593 Senior Aaa /AAA/AAA 7.00% 3.1 11/18
IO 119,846,200 Senior Aaa /AAA/AAA 0.72% 2.6 (3) 01/07 (3)
M-1 12,065,053 Mezzanine Aa2/AA/AA+ 5.86% 6.4 10/32
M-2 11,260,717 Mezzanine A2/A/A+ 5.86% 6.4 10/32
M-3 8,847,706 Mezzanine Baa2/BBB/BBB+ 5.86% 6.4 10/32
B-1 20,108,423 Subordinate (5) 5.86% 6.4 11/32
B-2 3,217,347 Subordinate (5) 5.86% 6.4 08/32
B-3 8,847,710 Subordinate (5) 5.86% 6.4 10/32
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<CAPTION>
APPROX. SUBORD. %
CLASS DOLLAR PRICE SPREAD SPEED (4) LEVEL BONDS
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
A-I 99-24 6.27% yield 20% CPR 40.0% 14.1%
A-II 101-11 6.89% yield 25% CPR 40.0% 20.9%
A-III 99-28 +150/interp 20% CPR 40.0% 25.1%
IO 1-08 20% CPR 40.0% ---
M-1 101-16 + EM to CMT 20% CPR 32.5% 7.5%
M-2 101-16 +EM toCMT 20% CPR 25.5% 7.0%
M-3 100-24 +EM to CMT 20% CPR 20.0% 5.5%
B-1 (5) (5) 20% CPR 7.5% 12.5%
B-2 (5) (5) 20% CPR 5.5% 2.0%
B-3 (5) (5) 20% CPR N/A 5.5%
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</TABLE>
(1) Class A-III has a fixed pass-through rate, subject to a blended WAPT rate,
and all other rates are variable rates.
(2) To Maturity, based on prepayment speed, unless otherwise noted.
(3) To the Optional Call.
(4) Assuming 20% CPR for Pool I and Pool III, and 25% CPR for Pool II.
(5) Securities are privately offered.
"THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE DESCRIPTION OF THE
MORTGAGE POOL CONTAINED IN THE PROSPECTUS SUPPLEMENT RELATING TO THE
CERTIFICATES."
1
<PAGE>
KEY COLLATERAL STATISTICS AS OF JUNE 1, 1998(1,2)
- -------------------------------------------------
<TABLE>
<CAPTION>
WILSHIRE 1998-WFC2 POOL I POOL II POOL III
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
BALANCE $160,867,386 $87,011,813 $33,552,980 $40,302,594
INDEX CMT Mixed ARMs Fixed Rate
GWAC 7.750% 6.478% 8.680% 9.720%
GROSS MARGIN 2.823% 2.834% 2.796% n/a
WAM (MOS.) 278 330 171 254
SEAS (MOS.) 56 25 103 84
GEOGRAPHIC 52.77% CA (South) 64.09% CA (South) 63.77% CA (South) 17.45% CA (South)
CONCENTRATION 7.52% NY 8.27% CA (North) 8.07% AZ 16.93% NY
5.30% CA (North) 5.75% MA 7.23% OR
5.12% CT 6.39% MA
5.96% NJ
5.84% CT
5.58% FL
WTD. ALTV 95.37% 103.21% 86.76% 85.62%
AVG. BALANCE $135,639 $204,734 $157,526 $73,545
LOANS 1,186 425 213 548
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</TABLE>
(1) Collateral statistics +/- 5%
(2) See Summary Reports attached hereto for a detailed collateral description.
Particular information on the Summary Reports is approximate and still subject
to change. These Summary Reports are not to be distributed outside the Firm
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under any circumstances.
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"THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE DESCRIPTION OF THE
MORTGAGE POOL CONTAINED IN THE PROSPECTUS SUPPLEMENT RELATING TO THE
CERTIFICATES."
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. This deal is expected to price Tuesday June 23, 1998.
. Credit Suisse First Boston is the SOLE UNDERWRITER.
. Expected to settle with accrued interest on June 30, 1998. First Payment
Date: July 27, 1998.
. THE CERTIFICATES ARE NOT ERISA ELIGIBLE.
. THE OFFERED CERTIFICATES WILL NOT CONSTITUTE "MORTGAGE RELATED SECURITIES"
FOR PURPOSES OF SMMEA.
2
<PAGE>
<TABLE>
<CAPTION>
I. DEAL SUMMARY
- ---------------
<S> <C>
Underwriter: Credit Suisse First Boston (Sole Underwriter)
Expected Pricing Date June 23, 1998
Settlement Method: DTC settlement for all public certificates.
Expected Settlement Date: Tuesday, June 30, 1998
Cut-Off Date: June 1, 1998
Payment Date: Monthly, on the 25th day of each month or if such 25th day is not a business day, the next
succeeding business day, beginning on July 27, 1998
Payment Delay: 24 days on all classes
Cut-Off Date Collateral Balance: $160,867,386
Tax Status: REMIC
Legal Investment: THE OFFERED CERTIFICATES WILL NOT CONSTITUTE "MORTGAGE RELATED SECURITIES" FOR PURPOSES OF SMMEA.
ERISA Eligibility: THE CERTIFICATES ARE NOT ERISA ELIGIBLE.
Denominations: Denominations of $10,000 and integral multiples of $1 thereof, except for one bond in each class.
Payment Method: DTC for all Offered Certificates
Trustee: Bankers Trust Company of California, N.A.
Servicer: Wilshire Servicing Corporation
Record Date: The close of business on the last business day of the calendar month immediately preceding the
month in which the related payment date occurs (or the Closing Date for the first payment date).
Optional Call: When the Pool Balance has declined to less than 10% of the Original Pool Balance, Wilshire may
purchase all of the outstanding certificates at par.
Final Scheduled Maturity Date: December 1, 2037
</TABLE>
II. Selling Points
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. LARGE CREDIT ENHANCEMENT. At the AAA level the deal has almost 6 times the
credit enhancement of a conduit deal; at the BBB level it is 11 times. In
addition the subordinates are much less leveraged to losses than conduit B-
Pieces.
3
<PAGE>
. STABLE, SEASONED MORTGAGE LOANS. The pool consists of seasoned "off-the-run"
residential fixed and adjustable rate mortgage loans which were purchased in
various transactions by Wilshire or its affiliates. Included are mortgage
loans which are tied to various indices as well as a variety of collateral
types.
. SEASONING. The average seasoning on the pool is 56 months.
. STRONG COLLATERAL. Approximately 50% of the collateral was acquired from a
private mortgage insurer (or an affiliate) who acquired the collateral
through a delinquency and subsequently modified or re-wrote the loan to its
current performing status.
. MULTIPLE RATINGS. All investment grade classes are rated by three agencies.
Typically AAA securities are rated by two agencies and B-Pieces by one. It is
expected that an affiliate of the Seller will retain the non investment grade
classes.
. OWNER OCCUPANCY. Approximately 80% of the residential mortgage loan
collateral (as measured by unpaid principal balance) are owner occupied
residences.
III. WILSHIRE FINANCIAL SERVICES GROUP
- --------------------------------------
. Wilshire Financial Services Group, a public company traded over the counter
via NASDAQ under the symbol WFSG, is primarily engaged in the acquisition,
servicing and resolution of pools of performing, sub-performing and non-
performing residential and commercial mortgage loans, as well as foreclosed
real estate. The company also acquires mortgage-backed securities, purchases
residential mortgages and manufactured housing loans newly-originated through
correspondents, services loans for third parties and operates a merchant
bankcard processing process.
. WFSG generally seeks to acquire smaller pools of loans (those with an
aggregate unpaid principal balance of less than $20 million) for which there
is currently less competitive demand. WFSG believes that its willingness to
purchase smaller pools of loans enhances its acquisition opportunities and
allows WFSG to develop long-term relationships and repeat business with
financial institutions.
. As of March 31, 1998, WFSG had total assets of approximately $1.8 billion of
which approximately $1.256 billion consisted of loans and mortgage backed
securities and $185.8 million consisted of foreclosed real estate. Since
1991, WFSG's principal shareholders have overseen the purchase and servicing
by WFSG and its affiliates of over 450 pools of loans for an aggregate
purchase price of approximately $2.2 billion.
. In addition to acquiring portfolios of loans, WFSG has a highly trained,
experienced loan servicing group (Wilshire Servicing Corporation), along with
proprietary software that allows WFSG to maximize value in the loans it
services. As of March 31, 1997, WFSG was servicing more than $2.2 billion
principal amount of loans and the average severity on its liquidations has
been 18%.
WFSG's Management Team
----------------------
. ANDREW A. WIEDERHORN, CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER. Mr.
Wiederhorn founded WFSG in 1987 and continues to serve as the Chief Executive
Officer. He received his B.S. degree in Business Administration from the
University of Southern California.
. LAWRENCE. A. MENDELSOHN, PRESIDENT AND DIRECTOR. Mr. Mendelsohn has been the
Executive Vice President of WFSG since February 1993. From January 1992 until
February 1993 Mr. Mendelsohn was Vice President, Principal and Head of
Capital Markets of Emerging Markets of Bankers Trust New York Corporation/BT
4
<PAGE>
Securities Corporation. From August 1987 until January 1992, Mr. Mendelsohn
was the Vice President, Senior Options Principal and Head of Proprietary
Trading for Equities, Equity Options and Distressed Debt for JP Morgan and
Co./JP Morgan Securities. Mr. Mendelsohn received an A.B. degree in Economics
from the University of Chicago, an M.A. degree in International Politics from
the University of Texas, an M.S. degree in Business Research from the
University of Southern California and is a Ph D./ABD in Finance from the
University of Southern California.
IV. CONTACTS
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Legal Counsel and Accountants
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<TABLE>
<S> <C> <C>
Underwriter's and Issuer's Counsel Orrick, Harrington & Sutcliffe, LLP Katharine Crost
Issuer's Accountants Deloitte & Touche Howard Kaplan
</TABLE>
CREDIT SUISSE FIRST BOSTON TEAM
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<TABLE>
<S> <C> <C>
Principal Transactions Group: Heidi Davis (212) 325-4211
Jennifer Jacobs (212) 325-4823
Michelle Rahn (212) 325-3619
Derek Barcelona (212) 325-2648
Principal Transactions Trading: Michael Commaroto (212) 325-2746
Mortgage Trading: Andy Kimura (212) 325-0360
Greg Lippmann (212) 325-2809
Craig Knutson (212) 325-3605
Mitch Levine (212) 325-0357
</TABLE>
5
