PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JULY 22, 1998)
$497,072,463 (APPROXIMATE)
CITICORP MORTGAGE SECURITIES, INC.
(PACKAGER AND SERVICER)
REMIC PASS-THROUGH CERTIFICATES, SERIES 1998-8,
$481,037,868 (APPROXIMATE) SENIOR CLASS A CITICERTIFICATES
$9,270,000 (APPROXIMATE) SENIOR SUBORDINATED CLASS M CITICERTIFICATES
$4,509,730 (APPROXIMATE) SUBORDINATED CLASS B-1 CITICERTIFICATES
$2,254,865 (APPROXIMATE) SUBORDINATED CLASS B-2 CITICERTIFICATES
The REMIC Pass-Through Certificates, Series 1998-8, will consist of one
senior class of REMIC Pass-Through Certificates (the "Class A CitiCertificates")
in an approximate aggregate Initial Stated Amount of $481,037,868, subject to a
permitted upward or downward
(Continued on following page)
-----------------------
FOR A DISCUSSION OF CERTAIN RISK FACTORS INVOLVED IN THE PURCHASE OF THE
CLASS M CITICERTIFICATES AND OFFERED CLASS B CITICERTIFICATES, SEE "RISK FACTORS
FOR PURCHASERS OF CLASS M CITICERTIFICATES AND OFFERED CLASS B CITICERTIFICATES"
IN THIS PROSPECTUS SUPPLEMENT BEGINNING ON PAGE S-26.
-----------------------
THE OFFERED CITICERTIFICATES DO NOT REPRESENT AN INTEREST IN OR OBLIGATION OF
CMSI, CITIBANK, CMI, ANY OTHER AFFILIATE OF CMSI OR THEIR ULTIMATE PARENT,
CITICORP, EXCEPT AS SET FORTH HEREIN. NEITHER THE OFFERED CITICERTIFICATES NOR
THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY THE UNITED STATES GOVERNMENT,
THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
-----------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
====================================================================================================================================
LAST SCHEDULED LAST SCHEDULED
INITIAL STATED STATED DISTRIBUTION INITIAL STATED STATED DISTRIBUTION
AMOUNT (1) RATE DATE (2) AMOUNT (1) RATE DATE (2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Class A-1 ............... $335,495,000 6.75% September 25, 2028 Class A-7 $6,353,080 (4) September 25, 2028
Class A-2 ............... $ 19,059,240 (3) September 25, 2028 Class A-8 $1,140,846 (5) September 25, 2028
Class A-3 ............... $ 47,989,702 6.75% September 25, 2028 Class M $9,270,000 6.75% September 25, 2028
Class A-4 ............... $ 10,442,000 6.75% September 25, 2028 Class B-1 $4,509,730 6.75% September 25, 2028
Class A-5 ............... $ 55,478,200 6.75% September 25, 2028 Class B-2 $2,254,865 6.75% September 25, 2028
Class A-6 ............... $ 5,079,800 6.75% September 25, 2028
====================================================================================================================================
</TABLE>
(1) Approximate.
(2) Determined as described herein under "SUMMARY OF PROSPECTUS AND PROSPECTUS
SUPPLEMENT--Last Scheduled Distribution Date."
(3) During the initial LIBOR Accrual Period, interest will accrue on the Class
A-2 CitiCertificates at the rate of 6.45625% per annum. During each LIBOR
Accrual Period thereafter, interest will accrue on the Class A-2
CitiCertificates at a per annum rate of 0.80% above LIBOR, determined
monthly as described herein, subject to a maximum Stated Rate of 9.00% and
a minimum Stated Rate of 0.80%.
(4) During the initial LIBOR Accrual Period, interest will accrue on the Class
A-7 CitiCertificates at the rate of 7.63125% per annum. During each LIBOR
Accrual Period thereafter, interest will accrue on the Class A-7
CitiCertificates at a per annum rate equal to 24.60% minus (3.00 x LIBOR),
determined monthly as described herein, subject to a minimum Stated Rate of
0.00% and a maximum Stated Rateof 24.60%.
(5) The Class A-8 CitiCertificates are principal-only certificates and will not
bear interest.
-----------------------
The CitiCertificates are being offered by Merrill Lynch, Pierce, Fenner &
Smith Incorporated (the "Underwriter"), from time to time in negotiated
transactions or otherwise at varying prices to be determined at the time of
sale. The aggregate proceeds to the Issuer from the sale of the Offered
CitiCertificates will be approximately 99.65051% of the aggregate Initial Stated
Amount of the Class A CitiCertificates, approximately 100.609375% of the
aggregate Initial Stated Amount of the Class M CitiCertificates and
approximately 98.62500% of the aggregate Initial Stated Amount of the Offered
Class B CitiCertificates, plus accrued interest (other than on the Initial
Stated Amount of the Class A-8 CitiCertificates) from September 1, 1998 (the
"Cut-Off Date") to but not including the Closing Date at the rate of 6.75% per
annum thereon and before deduction of expenses payable by the Issuer, subject to
a limited adjustment with respect to the Class A CitiCertificates depending on
the aggregate Initial Stated Amount of the Class A CitiCertificates on the
Closing Date. See "PLAN OF DISTRIBUTION" herein.
The Offered CitiCertificates are offered subject to receipt and acceptance
by the Underwriter, to prior sale and to the Underwriter's right to reject any
order in whole or in part. It is expected that on or about September 29, 1998,
delivery will be made through the facilities of The Depository Trust Company
("DTC") in the case of the Book-Entry CitiCertificates, and in definitive, fully
registered form, in the case of the Class A-8 CitiCertificates, the Class M
CitiCertificates and the Offered Class B CitiCertificates.
MERRILL LYNCH & CO.
SEPTEMBER 23, 1998
<PAGE>
(Continued from previous page)
variance of up to 5.0%, one senior subordinated class of REMIC Pass-Through
Certificates (the "Class M CitiCertificates") in an approximate Initial Stated
Amount of $9,270,000, subject to a permitted variance based on final credit
enhancement levels, one subordinated class of REMIC Pass-Through Certificates
(the "Class B CitiCertificates") in an approximate aggregate Initial Stated
Amount of $10,773,245, subject to a permitted variance based on final credit
enhancement levels, one senior class of interest-only REMIC Pass-Through
Certificates not offered hereby (the "Unoffered Class A-IO CitiCertificates") in
an approximate initial notional amount of $459,309,147, and one class of
residual interests (the "Residual Certificates"), representing interests in a
trust (the "Trust") to be created by Citicorp Mortgage Securities, Inc. (the
"Issuer" or "CMSI") on or about September 29, 1998. An election will be made to
treat the Trust as a real estate mortgage investment conduit (a "REMIC") for
federal income tax purposes. The Class A, Unoffered Class A-IO, Class M and
Class B CitiCertificates are collectively referred to as the "CitiCertificates."
The Class A CitiCertificates will consist of Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-7 and Class A-8 CitiCertificates (each,
a "Class A Subclass"). The Class A-2 and Class A-7 CitiCertificates are
sometimes referred to as the "LIBOR CitiCertificates." The Class A-8
CitiCertificates are principal-only certificates and will not bear interest. The
Class B CitiCertificates will consist of Class B-1, Class B-2, Class B-3, Class
B-4 and Class B-5 CitiCertificates (each, a "Class B Subclass"). The Class B-1
and Class B-2 CitiCertificates (each, an "Offered Class B Subclass") are
referred to herein as the "Offered Class B CitiCertificates" and the Class B-3,
Class B-4 and Class B-5 CitiCertificates are herein referred to as the
"Unoffered Class B CitiCertificates." The Class A CitiCertificates will
initially evidence an undivided beneficial ownership interest in the property of
the Trust ranging from 95.00% to 97.00%, the Class M CitiCertificates will
initially evidence an undivided beneficial ownership interest in the property of
the Trust ranging from 1.35% to 2.35%, the Offered Class B CitiCertificates will
initially evidence an undivided interest in the property of the Trust ranging
from 0.85% to 1.85% and the Unoffered Class B CitiCertificates will evidence the
remaining undivided interest therein. Only the Class A CitiCertificates, the
Class M CitiCertificates and the Offered Class B CitiCertificates (the "Offered
CitiCertificates") are offered hereby. The Class A CitiCertificates are
sometimes referred to as the "Offered Senior CitiCertificates," and the Class M
CitiCertificates and the Offered Class B CitiCertificates are sometimes referred
to collectively as the "Offered Subordinated CitiCertificates."
The Trust Property (the "Pool") will consist of a pool of 20- to 30-year
fixed-rate conventional one- to four-family mortgage loans (the "Mortgage
Loans") originated or acquired by Citicorp Mortgage, Inc. ("CMI") with an
aggregate Adjusted Balance as of the Cut-Off Date (the "Initial Mortgage Loan
Balance") equal to approximately $501,081,113, subject to a permitted upward or
downward variance of up to 5.0%, and certain related property, as described
herein. Mortgage Loans acquired by CMI include Mortgage Loans originated or
acquired by Citibank, Federal Savings Bank ("CFSB") or originated by Citibank,
N.A. ("Citibank"). Payments on the Mortgage Loans will be distributed on the
CitiCertificates in accordance with the priorities stated in the "SUMMARY OF
PROSPECTUS AND PROSPECTUS SUPPLEMENT--Priority of Distributions" and
"DESCRIPTION OF THE OFFERED CITICERTIFICATES."
Interest on each interest-bearing Offered CitiCertificate will be
distributed on the 25th day of each month (or, if such day is not a business
day, on the next succeeding business day), commencing in October 1998 (each, a
"Distribution Date"). Interest will accrue on the interest-bearing Offered
CitiCertificates for the periods and at the rates as described herein. The
rights of holders of the Class M CitiCertificates to receive distributions of
interest will be subordinated to the rights of holders of the Class A and
Unoffered Class A-IO CitiCertificates to receive distributions to the extent
described herein. The rights of holders of the Offered Class B CitiCertificates
to receive distributions of interest will be subordinated to the rights of
holders of the Class A, Unoffered Class A-IO and Class M CitiCertificates to
receive distributions to the extent described herein. The rights of holders of
the Unoffered Class B CitiCertificates to receive distributions of interest will
be subordinated to the rights of holders of the Offered CitiCertificates and the
Unoffered Class A-IO CitiCertificates to receive distributions to the extent
described herein.
On each Distribution Date, distributions in reduction of Stated Amount of
the Class A CitiCertificates, in an amount equal to the Class A Principal
Distribution Amount, will be allocated among the Class A Subclasses then
entitled to receive such distributions in accordance with the priorities set
forth herein. On each Distribution Date, distributions in reduction of Stated
Amount of the Class M CitiCertificates will be made only after the Class A and
S-2
<PAGE>
(Continued from previous page)
Unoffered Class A-IO CitiCertificates have received all distributions to which
they are entitled and the Class M CitiCertificates have received the amount of
interest due them with respect to such Distribution Date. On each Distribution
Date, distributions in reduction of Stated Amount of the Class B-1
CitiCertificates will be made only after the Class A, Unoffered Class A-IO and
Class M CitiCertificates have received all distributions to which they are
entitled and the Class B-1 CitiCertificates have received the amount of interest
due them with respect to such Distribution Date. On each Distribution Date,
distributions in reduction of Stated Amount of the Class B-2 CitiCertificates
will be made only after the Class A, Unoffered Class A-IO, Class M and Class B-1
CitiCertificates have received all distributions to which they are entitled and
the Class B-2 CitiCertificates have received the amount of interest due them
with respect to such Distribution Date. The rights of holders of the Unoffered
Class B CitiCertificates to receive distributions in reduction of Stated Amount
will be subordinated to the rights of holders of the Offered CitiCertificates
and Unoffered Class A-IO CitiCertificates to receive distributions to the extent
described herein.
THE YIELD TO INVESTORS IN THE OFFERED CITICERTIFICATES WILL BE SENSITIVE IN
VARYING DEGREES TO THE RATE OF PRINCIPAL PAYMENTS (INCLUDING PREPAYMENTS) ON THE
MORTGAGE LOANS, WHICH GENERALLY CAN BE PREPAID AT ANY TIME, GENERALLY WITHOUT
PENALTY. THE YIELD TO INVESTORS IN THE OFFERED CITICERTIFICATES WILL BE
ADVERSELY AFFECTED BY ANY SHORTFALLS IN INTEREST COLLECTED ON THE MORTGAGE LOANS
DUE TO PREPAYMENTS OR LIQUIDATIONS. SUCH SHORTFALLS IN INTEREST COLLECTED WILL
BE OFFSET TO THE EXTENT DESCRIBED HEREIN. IN ADDITION, THE YIELD TO MATURITY ON
THE OFFERED CITICERTIFICATES MAY VARY DEPENDING ON THE EXTENT TO WHICH SUCH
CITICERTIFICATES ARE PURCHASED AT A DISCOUNT OR PREMIUM. HOLDERS OF OFFERED
CITICERTIFICATES SHOULD CONSIDER, IN THE CASE OF ANY OFFERED CITICERTIFICATE
PURCHASED AT A DISCOUNT, ESPECIALLY THE CLASS A-8 CITICERTIFICATES, THE RISK
THAT A SLOWER THAN ANTICIPATED RATE OF PRINCIPAL PAYMENTS WOULD RESULT IN AN
ACTUAL YIELD THAT IS LOWER THAN THE ANTICIPATED YIELD AND, IN THE CASE OF ANY
OFFERED CITICERTIFICATE PURCHASED AT A PREMIUM, THE RISK THAT A FASTER THAN
ANTICIPATED RATE OF PRINCIPAL PAYMENTS WOULD RESULT IN AN ACTUAL YIELD THAT IS
LOWER THAN ANTICIPATED. BECAUSE AMOUNTS PAYABLE ON THE CLASS A-8
CITICERTIFICATES DERIVE SOLELY FROM PRINCIPAL PAYMENTS ON THE MORTGAGE LOANS
WITH NET MORTGAGE RATES BELOW 6.75% PER ANNUM, THE YIELD ON THE CLASS A-8
CITICERTIFICATES WILL BE ADVERSELY AFFECTED BY SLOWER THAN ANTICIPATED PRINCIPAL
PAYMENTS ON SUCH MORTGAGE LOANS. THE YIELD TO INVESTORS IN THE CLASS A-2
CITICERTIFICATES WILL BE SENSITIVE, AND THE YIELD TO INVESTORS IN THE CLASS A-7
CITICERTIFICATES WILL BE HIGHLY SENSITIVE, TO THE LEVEL OF LIBOR. A HIGH LEVEL
OF LIBOR WILL HAVE A MATERIAL NEGATIVE EFFECT ON THE YIELD TO INVESTORS IN THE
CLASS A-7 CITICERTIFICATES. NO REPRESENTATION IS MADE AS TO THE ANTICIPATED RATE
OF PREPAYMENT ON THE MORTGAGE LOANS OR AS TO THE ANTICIPATED YIELD TO MATURITY
OF ANY OFFERED CITICERTIFICATES.
The holders of the Class A-3 CitiCertificates will not be entitled to
receive any distributions in respect of principal prepayments or other
unscheduled recoveries on the Mortgage Loans in reduction of their Stated Amount
prior to the Distribution Date in October 2003, and prior to the Distribution
Date in October 2007 will receive a disproportionately small portion of
principal prepayments and other unscheduled recoveries on the Mortgage Loans,
unless the Stated Amounts of all other Class A Subclasses (other than the Class
A-8 CitiCertificates) have been reduced to zero or the Stated Amounts of the
Subordinated CitiCertificates have been reduced to zero. As a result, the
weighted average life will be longer, and could be significantly longer, than
would be the case if the Class A-3 CitiCertificates received their pro rata
share of the Class A Prepayment Percentage of the Non-PO Percentage of all
principal prepayments received on the Mortgage Loans.
The Unoffered Class A-IO CitiCertificates (not offered hereby) are
interest-only CitiCertificates and have no Stated Amount. The Unoffered Class
A-IO CitiCertificates will receive distributions of accrued interest pro rata
together with the interest-bearing Class A CitiCertificates and are not
subordinated to the Class A, Class M or Class B CitiCertificates.
The Offered CitiCertificates may not be an appropriate investment for all
prospective investors. The Offered CitiCertificates would not be an appropriate
investment for an investor requiring a distribution of a particular amount in
reduction of Stated Amount on a specific date or an otherwise predictable stream
of distributions. In addition, there is currently no secondary market for the
Offered CitiCertificates. The Underwriter anticipates making a secondary market
in the Offered CitiCertificates but is not obligated to do so. There can be no
assurance that such a market will develop or, if it does develop, that it will
provide holders of the Offered CitiCertificates with
S-3
<PAGE>
(Continued from previous page)
liquidity of investment or will continue for the life of the Offered
CitiCertificates. There can be no assurance that the investor will be able to
sell an Offered CitiCertificate at a price which is equal to or greater than the
price at which such investor purchased such Offered CitiCertificate or at a
price which fully reflects the fair market value of the underlying Mortgage
Loans.
The yield to maturity on the Offered Class B CitiCertificates will be more
sensitive to losses due to liquidations of the Mortgage Loans (and the timing
thereof) than the Class A, Unoffered Class A-IO and Class M CitiCertificates, in
the event that the Stated Amount of the Unoffered Class B CitiCertificates has
been reduced to zero. The yield to maturity on the Class M CitiCertificates will
be more sensitive to losses due to liquidations of the Mortgage Loans (and the
timing thereof) than the Class A and Unoffered Class A-IO CitiCertificates, in
the event that the Stated Amount of the Class B CitiCertificates has been
reduced to zero. See "DESCRIPTION OF THE OFFERED CITICERTIFICATES--Prepayment
and Yield Considerations" and "--Yield Considerations With Respect to the
Offered Class B CitiCertificates" in this Prospectus Supplement. Investors
should fully consider the risks associated with an investment in the Class M and
Offered Class B CitiCertificates, including the possibility that such investors
may not fully recover their initial investment as a result of such losses on the
Mortgage Loans.
The Class M CitiCertificates and the Offered Class B CitiCertificates may
not be transferred unless the transferee has delivered (i) a representation
letter to the Issuer and the Trustee stating either (a) that the transferee is
not a Plan and is not acting on behalf of a Plan or using the assets of a Plan
to effect such purchase or (b) subject to certain conditions described herein,
that the source of funds used to purchase the Class M or Offered Class B
CitiCertificates is an "insurance company general account" or (ii) an opinion of
counsel and other documentation as provided herein. See "RISK FACTORS FOR
PURCHASERS OF CLASS M CITICERTIFICATES AND OFFERED CLASS B
CITICERTIFICATES--Restrictions on Transfer" and "CERTAIN ERISA CONSIDERATIONS"
herein.
The closing of the sale of the Offered CitiCertificates is conditioned upon
the closing of the sale of the Unoffered Class B CitiCertificates. Merrill
Lynch, Pierce, Fenner & Smith Incorporated is committed to purchase all of the
Unoffered Class B CitiCertificates if any Offered CitiCertificates are
purchased.
The Offered Senior CitiCertificates (other than the Class A-8
CitiCertificates) will be issued in book-entry form only (the "Book-Entry
CitiCertificates"), and purchasers thereof will not be entitled to receive
definitive certificates except in the limited circumstances set forth herein.
The Book-Entry CitiCertificates will be registered in the name of Cede & Co.
("Cede"), as nominee of DTC, which will be the "holder" or "Certificateholder"
of such Book-Entry CitiCertificates, as such terms are used herein. See
"DESCRIPTION OF THE OFFERED CITICERTIFICATES--Book-Entry Registration" and
"--Definitive Certificates" herein. The Class A-8 CitiCertificates, Class M
CitiCertificates and Offered Class B CitiCertificates will be issued in
definitive, fully registered form.
------------------
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE OFFERED
CITICERTIFICATES AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
------------------
THIS PROSPECTUS SUPPLEMENT DOES NOT CONTAIN COMPLETE INFORMATION ABOUT THE
OFFERING OF THE OFFERED CITICERTIFICATES. ADDITIONAL INFORMATION IS CONTAINED IN
THE PROSPECTUS AND PURCHASERS ARE URGED TO READ BOTH THIS PROSPECTUS SUPPLEMENT
AND THE PROSPECTUS IN FULL. SALES OF THE OFFERED CITICERTIFICATES MAY NOT BE
CONSUMMATED UNLESS THE PURCHASER HAS RECEIVED BOTH THIS PROSPECTUS SUPPLEMENT
AND THE PROSPECTUS.
S-4
<PAGE>
- --------------------------------------------------------------------------------
SUMMARY OF PROSPECTUS AND PROSPECTUS SUPPLEMENT
The following summary is qualified by reference to the detailed information
appearing elsewhere in this Prospectus Supplement and in the Prospectus.
Capitalized terms used herein shall have the meanings given elsewhere in this
Prospectus Supplement and in the Prospectus. See "Index of Principal Definitions
in Prospectus Supplement" at the end of this Prospectus Supplement.
SECURITIES OFFERED ............... REMIC Pass-Through Certificates, Series
1998-8, Senior Class A CitiCertificates,
consisting of Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-6, Class
A-7 and Class A-8 CitiCertificates, Senior
Subordinated Class M CitiCertificates and
Subordinated Class B-1 and Class B-2
CitiCertificates. Each Offered
CitiCertificate represents an undivided
beneficial ownership interest in the Trust
created under the Pooling Agreement, the
property of which will consist of a pool of
assets comprised primarily of the Mortgage
Loans conveyed to the Issuer by CMI and
simultaneously conveyed to such Trust by
the Issuer. The rights of holders of the
Class B-2 CitiCertificates to receive
distributions will be subordinated to the
rights of holders of the Class A, Unoffered
Class A-IO, Class M and Class B-1
CitiCertificates to the extent described
herein. The rights of holders of the Class
B-1 CitiCertificates to receive
distributions will be subordinated to the
rights of holders of the Class A, Unoffered
Class A-IO and Class M CitiCertificates to
the extent described herein. The rights of
holders of the Class M CitiCertificates to
receive distributions will be subordinated
to the rights of holders of the Class A and
Unoffered Class A-IO CitiCertificates to
the extent described herein.
Each Class A and Class M CitiCertificate will
qualify at issuance as a "mortgage related
security" within the meaning of the
Secondary Mortgage Market Enhancement Act
of 1984 ("SMMEA") and will retain such
qualification so long as it is rated in one
of the two highest rating categories by at
least one nationally recognized statistical
rating organization. The Class B-1 and
Class B-2 CitiCertificates will not
constitute "mortgage related securities"
within the meaning of SMMEA. See "LEGAL
INVESTMENT" in this Prospectus Supplement
and "LEGAL INVESTMENT" in the Prospectus.
In addition to the Offered CitiCertificates,
the REMIC Pass-Through Certificates, Series
1998-8, include the Unoffered Class A-IO
CitiCertificates, the Unoffered Class B
CitiCertificates, consisting of the Class
B-3, Class B-4 and Class B-5
CitiCertificates, and one class of Residual
Certificates representing the residual
interest in the REMIC comprising the Trust.
The rights of holders of the Unoffered
Class B CitiCertificates to receive
distributions will be subordinated to the
rights of holders of the Offered
CitiCertificates and the Unoffered Class
A-IO CitiCertificates to receive
distributions to the extent described
herein. The Unoffered Class B
CitiCertificates will be sold separately in
one or more private transactions, the
Unoffered Class A-IO CitiCertificates and
the Residual Certificates will initially be
held by CMI. None of the Unoffered Class
A-IO CitiCertificates, the Unoffered Class
B CitiCertificates and the Residual
Certificates are being offered by this
Prospectus Supplement and the related
Prospectus. Accordingly, to the extent this
Prospectus Supplement contains information
relating to the terms of the Unoffered
Class A-IO CitiCertificates, the Unoffered
Class B CitiCertificates and the
- --------------------------------------------------------------------------------
S-5
<PAGE>
- --------------------------------------------------------------------------------
Residual Certificates, such information is
provided solely because of its potential
relevance to a prospective purchaser of the
Offered CitiCertificates. The issuance and
sale of the Offered CitiCertificates are
conditioned upon the issuance and sale of
the Unoffered Class B CitiCertificates.
The CitiCertificates and the Residual
Certificates will be issued pursuant to a
pooling and servicing agreement (the
"Pooling Agreement") dated as of September
1, 1998, between the Issuer and State
Street Bank and Trust Company, a
Massachusetts trust company, in its
individual capacity and as trustee (the
"Trustee").
STATED AMOUNT OR NOTIONAL AMOUNT
OF THE CITICERTIFICATES ......... The aggregate Initial Stated Amount of the
Class A CitiCertificates will be
approximately $481,037,868, subject to a
permitted upward or downward variance of up
to 5.0%, and will be initially from 95.00%
to 97.00% of the Initial Mortgage Loan
Balance. The aggregate Initial Stated
Amount of the Class M CitiCertificates will
be approximately $9,270,000, subject to a
permitted upward or downward variance based
on final credit enhancement levels, and
will be initially from 1.35% to 2.35% of
the Initial Mortgage Loan Balance. The
aggregate Initial Stated Amount of the
Offered Class B CitiCertificates willbe
approximately $6,764,595, subject to a
permitted upward or downward variance based
on final credit enhancement levels, and
will be initially from 0.85% to 1.85% of
the Initial Mortgage Loan Balance. The
aggregate Initial Stated Amount of the
Unoffered Class B CitiCertificates will be
approximately $4,008,650, subject to a
permitted upward or downward variance based
on final credit enhancement levels, and
will represent the remainder of the Initial
Mortgage Loan Balance. The Unoffered Class
A-IO CitiCertificates, which will have no
Stated Amount, will have a notional amount
(the "Unoffered Class A-IO Notional
Amount") for any Distribution Date equal to
the aggregate Adjusted Balance of the
Premium Mortgage Loans. While the Unoffered
Class A-IO Notional Amount will beused to
determine the denomination of an Unoffered
Class A-IO CitiCertificate and for certain
other purposes, such notional amount will
not entitle a holder to any distributions
of principal. The Initial Mortgage Loan
Balance will be approximately $501,081,113,
subject to a permitted upward or downward
variance of up to 5.0%. The Initial Stated
Amount of a CitiCertificate represents the
maximum specified dollar amount to which
the holder of such CitiCertificate is
entitled (in addition to distributions of
interest, except in the case of the Class
A-8 CitiCertificates, which are
principal-only certificates) from the cash
flow on the assets in the Pool.
The aggregate of the Stated Amounts of the
Class A Subclasses as of any Distribution
Date is referred to as the "Class A Stated
Amount." The "Class A Subclass Stated
Amount" of each Class A Subclass as of any
Distribution Date will equal the Initial
Stated Amount thereof less certain
distributions in reduction of Stated Amount
and any allocation of certain losses as
described herein. See "DESCRIPTION OF THE
OFFERED CitiCertificates--Distributions in
Reduction of Stated Amount" in this
Prospectus Supplement.
- --------------------------------------------------------------------------------
S-6
<PAGE>
- --------------------------------------------------------------------------------
The "Class M Stated Amount" as of any
Distribution Date will equal the Initial
Stated Amount of the Class M
CitiCertificates less certain distributions
in reduction of Stated Amount and any
allocation of certain losses as described
herein. See "DESCRIPTION OF THE OFFERED
CitiCertificates--Distributions in
Reduction of Stated Amount" in this
Prospectus Supplement.
The aggregate of the Stated Amounts of the
Class B Subclasses as of any Distribution
Date is referred to as the "Class B Stated
Amount" and will be equal to the Pool
Adjusted Balance minus the Class A Stated
Amount and the Class M Stated Amount, each
as of the immediately preceding
Distribution Date (after giving effect to
any distributions in reduction of Stated
Amount and the allocation of any Excess
Special Hazard Losses, Excess Fraud Losses
and Excess Bankruptcy Losses on such date).
The Stated Amount of each Class B Subclass
(with respect to each Class B Subclass, the
"Class B Subclass Stated Amount" for such
Subclass) will equal the lesser of (a) the
Initial Stated Amount thereof less the sum
of (i) all amounts previously distributed
to holders of such Class B Subclass in
reduction of Stated Amount and (ii) the
principal portion of all Excess Special
Hazard Losses, Excess Fraud Losses and
Excess Bankruptcy Losses borne by such
Class B Subclass and (b) the Pool Adjusted
Balance less the sum of the Class A Stated
Amount, the Class M Stated Amount and the
Stated Amount of each Class B Subclass with
a lower numerical designation, all as of
the immediately preceding Distribution Date
(after giving effect to any distributions
in reduction of Stated Amount and the
allocation of any Excess Special Hazard
Losses, Excess Fraud Losses and Excess
Bankruptcy Losses on such date). As a
result of the foregoing, so long as the
Class B Stated Amount has not been reduced
to zero, the principal portion of all
Realized Losses (other than Excess Special
Hazard Losses, Excess Fraud Losses and
Excess Bankruptcy Losses which are
allocated as described herein) will
directly reduce the Class B Stated Amount
and will directly reduce the Class B
Subclass Stated Amounts in reverse
numerical order. The Class B Subclass
Stated Amounts of the Class B-1
CitiCertificates and Class B-2
CitiCertificates are referred to as the
"Class B-1 Stated Amount" and the "Class
B-2 Stated Amount," respectively, and the
aggregate of the Stated Amounts of the
Offered Class B Subclasses as of any
Distribution Date is referred to as the
"Offered Class B Stated Amount." The
aggregate of the Class B Subclass Stated
Amounts of the Unoffered Class B
CitiCertificates as of any Distribution
Date is referred to as the "Unoffered Class
B Stated Amount."
CUT-OFF DATE ..................... September 1, 1998.
DENOMINATIONS .................... The denominations of the Offered
CitiCertificates will be an Initial Stated
Amount of $1,000 and any whole dollar
amount in excess thereof (except one
CitiCertificate of each Class or Subclass
may be in a different denomination).
BOOK-ENTRY FORM .................. The Offered Senior CitiCertificates (other
than the Class A-8 CitiCertificates) will
be issued in book-entry form. No person
acquiring an interest in the Book-Entry
CitiCertificates (a "Beneficial Owner")
will be entitled to receive a definitive
certificate representing such person's
interest in the Trust, except under the
limited
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circumstances described herein. Each
Subclass of Book-Entry CitiCertificates
will be represented initially by a single
certificate registered in the name of Cede,
as the nominee of DTC which will be the
"holder" or "Certificateholder" of such
CitiCertificates, as such terms are used
herein. The rights of Beneficial Owners may
only be exercised through DTC and its
participating organizations, except as
otherwise specified herein. The Class A-8
CitiCertificates, the Class M
CitiCertificates and the Offered Class B
CitiCertificates will be issued in
definitive, fully registered form. See
"DESCRIPTION OF THE OFFERED
CITICERTIFICATES--Book-Entry Registration"
and "--Definitive Certificates" in this
Prospectus Supplement.
CLOSING DATE ..................... On or about September 29, 1998.
ISSUER AND SERVICER .............. CMSI. The Servicer intends to subcontract its
servicing duties to CMI.
CREDIT ENHANCEMENT ............... The rights of holders of the Class M
CitiCertificates to receive distributions
will be subordinated to the rights of
holders of the Class A and Unoffered Class
A-IO CitiCertificates to receive
distributions to the extent described
herein, the rights of holders of the
Offered Class B CitiCertificates to receive
distributions will be subordinated to the
rights of holders of the Class A, Unoffered
Class A-IO and Class M CitiCertificates to
receive distributions to the extent
described herein and the rights of holders
of the Unoffered Class B CitiCertificates
to receive distributions will be
subordinated to the rights of holders of
the Offered CitiCertificates and Unoffered
Class A-IO CitiCertificates to receive
distributions to the extent described
herein. This subordination provides a
certain amount of protection to holders of
the Class A and Unoffered Class A-IO
CitiCertificates (to the extent of the
subordination of the Class M and Class B
CitiCertificates), to holders of the Class
M CitiCertificates (to the extent of the
subordination of the Class B
CitiCertificates) and to holders of the
Offered Class B CitiCertificates (to the
extent of the subordination of the
Unoffered Class B CitiCertificates) against
delays in the receipt of scheduled payments
of interest and principal and against
losses associated with the liquidation of
defaulted Mortgage Loans and certain losses
resulting from the bankruptcy of a
Mortgagor. The Class M and Class B
CitiCertificates are sometimes referred to
collectively as the "Subordinated
CitiCertificates."
In addition, in order to increase the period
during which the principal balance of the
Class M and Class B CitiCertificates
remains available as credit enhancement to
the Class A CitiCertificates, a
disproportionate amount of prepayments and
certain unscheduled recoveries with respect
to the Mortgage Loans will be allocated to
the Class A CitiCertificates (other than,
to the extent described herein, the Class
A-3 and Class A-8 CitiCertificates). This
allocation has the effect of accelerating
the amortization of the Class A
CitiCertificates while, in the absence of
Realized Losses, increasing the respective
percentage interest in the Trust evidenced
by the Class M CitiCertificates and Class B
CitiCertificates. See "--Distributions in
Reduction of Stated Amount of the Offered
CitiCertificates" below.
Extent of Loss Coverage. The applicable
Non-PO Percentage of Realized Losses on
Mortgage Loans, including Realized Losses
that are (i) attributable to Special
Hazards not insured against under a
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S-8
<PAGE>
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standard hazard insurance policy, (ii)
incurred on defaulted Mortgage Loans as to
which there was fraud in the origination of
such Mortgage Loans or (iii) attributable
to certain actions which may be taken by a
bankruptcy court in connection with a
Mortgage Loan, including a reduction by a
bankruptcy court of the principal balance
of or the interest rate on a Mortgage Loan
or an extension of its maturity, up to the
respective limits described below, will not
be allocated to the Class A Subclasses
until the date on which the Stated Amount
of the Class M and Class B CitiCertificates
has been reduced to zero (the
"Subordination Depletion Date"). Upon the
Subordination Depletion Date, the Non-PO
Percentage of such Realized Losses will be
allocated pro rata among the Class A
CitiCertificates (other than the Class A-8
CitiCertificates) based on their
outstanding Stated Amounts, in each case
for so long as they are outstanding.
Prior to the Subordination Depletion Date,
the applicable Non-PO Percentage of such
Realized Losses will be allocated first to
the Class B Subclasses in reverse numerical
order until the Stated Amount of each such
Class B Subclass has been reduced to zero,
and then to the Class M CitiCertificates
until the Stated Amount thereof has been
reduced to zero. The applicable PO
Percentage of Realized Losses will be
allocated to the Class A-8 CitiCertificates
as a PO Loss Amount but such loss
allocation will give rise to the right to
receive, in respect of the Class A-8
CitiCertificates, reimbursement of losses
so allocated out of certain funds otherwise
distributable on the Class M and Class B
CitiCertificates. As a result, any such PO
Loss Amounts will ultimately be borne by
the Class B Subclasses, in reverse
numerical order, and then by the Class M
CitiCertificates, in each case for so long
as they are outstanding.
With respect to any Distribution Date
subsequent to the first Distribution Date,
the availability of the credit enhancement
provided by the Class M and Class B
CitiCertificates will be affected by the
prior reduction of the Stated Amount of the
Class M and Class B CitiCertificates, which
reduction will result from (i) the prior
allocation of losses to the Class M and
Class B CitiCertificates due to the
liquidation of defaulted Mortgage Loans,
including losses due to Special Hazards and
fraud losses up to the respective limits
referred to below, (ii) the prior
allocation of bankruptcy losses up to the
limit referred to below and (iii) the prior
receipt of distributions in reduction of
Stated Amount by holders of the Class M and
Class B CitiCertificates. As of the Closing
Date, the amount of losses attributable to
Special Hazards, fraud and bankruptcy that
will be absorbed first by holders of the
Unoffered Class B CitiCertificates, second
by the holders of the Offered Class B
CitiCertificates (in reverse numerical
order) and then by the holders of the Class
M CitiCertificates will be approximately
1.34%, 1.00% and 0.03%, respectively, of
the Initial Mortgage Loan Balance. The
maximum amount of losses attributable to
Special Hazard, fraud or bankruptcy that
will be absorbed solely by holders of the
Class M and Class B CitiCertificates will
be those amounts required by the rating
agency (or rating agencies) rating the
Offered CitiCertificates as a condition to
the issuance of the ratings set forth below
under "--Certificate Ratings." If losses
due to Special Hazards, fraud or bankruptcy
exceed any of such respective amounts prior
to the
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S-9
<PAGE>
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Subordination Depletion Date, the
applicable Non-PO Percentage of the
principal portion of such losses will be
shared pro rata based on their then
outstanding Stated Amounts by the Class A
CitiCertificates (other than the Class A-8
CitiCertificates) and the Class M
CitiCertificates and the Class B
Subclasses, and the applicable PO
Percentage of the principal portion of such
losses will be allocated to the Class A-8
CitiCertificates. If losses due to Special
Hazards, fraud and bankruptcy exceed any of
such above amounts prior to the
Subordination Depletion Date, the interest
portion of such losses will be allocated
pro rata among the CitiCertificates (other
than the Class A-8 CitiCertificates) based
on the respective amounts of interest
accrued thereon for such Distribution Date.
The applicable Non-PO Percentage of the
principal portion of losses due to Special
Hazards, fraud or bankruptcy allocated to
the Class A CitiCertificates (other than
the Class A-8 CitiCertificates) will be
allocated pro rata among such Class A
Subclasses based on their then outstanding
Stated Amounts. After the Subordination
Depletion Date, the applicable Non-PO
Percentage of the principal portion of
losses due to Special Hazards, fraud or
bankruptcy will be allocated pro rata to
the Class A Subclasses (other than Class
A-8 CitiCertificates) based on their then
outstanding Stated Amounts and the
applicable PO Percentage of the principal
portion of such losses will be allocated to
the Class A-8 CitiCertificates, and the
interest portion of such losses will be
shared pro rata by the Class A and
Unoffered Class A-IO CitiCertificates, as
the case may be, as described above. Under
certain circumstances, the limits set forth
above may be reduced. See "DESCRIPTION OF
THE OFFERED CITICERTIFICATES--Subordination
--Allocation of Losses" in this Prospectus
Supplement.
PRIORITY OF DISTRIBUTIONS ........ On each Distribution Date, the Pool
Distribution Amount will be distributed to
pay the following amounts in the following
order of priority: (1) the Class A Interest
Amount and the Distributable Unoffered
Class A-IO Interest Amount, pro rata, (2)
any unpaid Class A Unpaid Interest
Shortfall and any Unoffered Class A-IO
Unpaid Interest Shortfall, pro rata, (3)
the Class A Principal Distribution Amount,
(4) any Unpaid PO Loss Amounts (but only to
the extent of Available PO Loss Funds), (5)
the Class M Interest Amount, (6) any Class
M Unpaid Interest Shortfall, (7) the Class
M Principal Distribution Amount, (8) the
Class B-1 Interest Amount, (9) any Class
B-1 Unpaid Interest Shortfall, (10) the
Class B-1 Principal Distribution Amount,
(11) the Class B-2 Interest Amount, (12)
any Class B-2 Unpaid Interest Shortfall,
(13) the Class B-2 Principal Distribution
Amount and (14) to the Class B Subclasses
of the Unoffered Class B CitiCertificates,
sequentially in numerical order, such that
no Class B Subclass of the Unoffered Class
B CitiCertificates with a higher numerical
designation receives any distribution in
reduction of Stated Amount or in respect of
interest before each Class B Subclass with
a lower numerical designation receives its
required distributions. The amount
otherwise distributable in reduction of
Stated Amount of the Class B and Class M
CitiCertificates will be reduced to the
extent necessary to reimburse Unpaid PO
Loss Amounts.
DISTRIBUTIONS OF INTEREST ........ Each of the Class A Subclasses (other than
the Class A-8 CitiCertificates), the Class
M CitiCertificates and the Offered Class B
Subclasses will accrue interest on its
respective Stated Amount at the Stated Rate
per
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S-10
<PAGE>
- --------------------------------------------------------------------------------
annum specified on the cover page hereof
or, in the case of the LIBOR
CitiCertificates, at the Stated Rates
described below, net of (i) any
Non-Supported Interest Shortfalls, as
described below, and (ii) the interest
portion of certain losses allocated to such
Class ASubclass (other than the Class A-8
CitiCertificates), the Class M
CitiCertificates and the Offered Class B
Subclasses as described below and under
"DESCRIPTION OF THE OFFERED
CITICERTIFICATES--Distributions of
Interest" in this Prospectus Supplement (in
the aggregate, for the Class A
CitiCertificates, the "Class A Interest
Amount", for the Class M CitiCertificates,
the "Class M Interest Amount", for the
Class B-1 CitiCertificates, the "Class B-1
Interest Amount", for the Class B-2
CitiCertificates, the "Class B-2 Interest
Amount", and in the aggregate, for the
Offered Class B CitiCertificates, the
"Offered Class B Interest Amount"). The
Class A-8 CitiCertificates are
principal-only certificates and will not
bear interest. Interest on each
interest-bearing Offered CitiCertificate
will be distributable monthly on each
Distribution Date commencing in October
1998 to holders of record on the applicable
Record Date.
On each Distribution Date an amount equal to
the Unoffered Class A-IO Interest Amount
(net of any Non-Supported Interest
Shortfall allocated to the Unoffered Class
A-IO CitiCertificates and less the pro rata
share of the interest portion of any Excess
Special Hazard Losses, Excess Fraud Losses
and Excess Bankruptcy Losses allocated to
the Unoffered Class A-IO CitiCertificates,
and after the Subordination Depletion Date,
the pro rata share of the interest portion
of any losses or delinquencies allocated to
the Unoffered Class A-IO CitiCertificates)
(the "Distributable Unoffered Class A-IO
Interest Amount") will be distributed to
holders of the Unoffered Class A-IO
CitiCertificates. The "Unoffered Class A-IO
Interest Amount" for any Distribution Date
will be equal to the excess of interest
accrued on the Premium Mortgage Loans over
the sum of (i) the product of the Servicing
Fee rate (0.25% per annum) and the
aggregate Adjusted Balance of the Premium
Mortgage Loans and (ii) the product of the
aggregate Adjusted Balance of the Premium
Mortgage Loans and 6.75% per annum.
Interest will accrue on the Offered
CitiCertificates (other than the LIBOR
CitiCertificates) from the first through
the last day of the month preceding the
month of the then current Distribution Date
(each such period, a "Standard Accrual
Period") and be calculated on the basis of
a 360-day year consisting of twelve 30-day
months. Interest will accrue on the LIBOR
CitiCertificates from the 25th day of the
month preceding the month in which the
current Distribution Date occurs through
the 24th day of the month in which the then
current Distribution Date occurs (each such
period, a "LIBOR Accrual Period"). Interest
accrued on the Offered CitiCertificates
(other than the LIBOR CitiCertificates)
during any Standard Accrual Period will be
calculated on the assumption that
reductions in the Stated Amount made on the
Offered CitiCertificates and the losses
allocated to such Offered CitiCertificates
were made or allocated on the day
immediately following the last day of the
preceding Standard Accrual Period, and not
on the following Distribution Date when
actuallymade or allocated. See "DESCRIPTION
OF THE OFFERED
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S-11
<PAGE>
- --------------------------------------------------------------------------------
CITICERTIFICATES--Distributions of
Interest" in this Prospectus Supplement.
The effective yield to holders of the Offered
CitiCertificates (other than the LIBOR
CitiCertificates) will be reduced below the
yield otherwise produced by the respective
Stated Rates thereof because distributions
of interest and distributions in reduction
of Stated Amount distributable with respect
to a Standard Accrual Period will not be
distributed until the 25th day of the month
following the end of such Standard Accrual
Period and the amount distributable in
reduction of Stated Amount on the related
Distribution Date will not accrue interest
during such delay.
The Class A-2 CitiCertificates will bear
interest at the per annum rate of 6.45625%
from September 25, 1998 to, but not
including, the first Distribution Date, and
thereafter, with respect to each LIBOR
Accrual Period, at a per annum rate equal
to 0.80% above the arithmetic mean of
London interbank offered rate quotations
for one-month Eurodollar deposits ("LIBOR")
(as determined on the related LIBOR
Determination Date), subject to a maximum
Stated Rate of 9.00% per annum and a
minimum rate of 0.80% per annum.
The Class A-7 CitiCertificates will bear
interest at the per annum rate of 7.63125%
from September 25, 1998 to, but not
including, the first Distribution Date, and
thereafter, with respect to each LIBOR
Accrual Period, at a per annual rate equal
to 24.60% minus three times LIBOR (as
determined on the related LIBOR
Determination Date), subject to a maximum
Stated Rate of 24.60% and a minimum Stated
Rate of 0.00% per annum.
To the extent that collections of interest
from Mortgagors on account of full or
partial principal prepayments on Mortgage
Loans are less than one full month's
interest at the applicable Note Rate
("Prepayment Interest Shortfalls"), such
Prepayment Interest Shortfalls will be paid
by the Servicer to the extent of the
"Compensating Cap," which will be an amount
for any Distribution Date equal to the
lesser of (a) the amount of the Servicing
Fee received with respect to the related
Distribution Date and (b) the product of
(x) one-twelfth of the Pool Adjusted
Balance as of the preceding Distribution
Date and (y) 0.125%.
The aggregate Prepayment Interest Shortfalls
related to the Mortgage Loans with respect
to a Distribution Date in excess of the
Compensating Cap (the "Non-Supported
Interest Shortfall") will be allocated pro
rata among the CitiCertificates (other than
the Class A-8 CitiCertificates), based on
the respective amounts of interest accrued
thereon for such Distribution Date.
In the unlikely event that on a particular
Distribution Date prior to the
Subordination Depletion Date, the Pool
Distribution Amount is less than the
aggregate amount of interest accrued (net
of any Non-Supported Interest Shortfall and
the interest portion of certain losses
allocable to the Class A Subclasses and the
Unoffered Class A-IO CitiCertificates) on
the Unoffered Class A-IO CitiCertificates
and each Class A Subclass (the shortfall
allocable to each such Class A Subclass,
its respective "Class A Subclass Interest
Shortfall Amount"), the aggregate amount of
the shortfall allocable to the Class A
Subclasses (the "Class A Unpaid Interest
Shortfall") and the
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S-12
<PAGE>
- --------------------------------------------------------------------------------
shortfall allocable to the Unoffered Class
A-IO CitiCertificates (the "Unoffered Class
A-IO Unpaid Interest Shortfall") will be
carried forward and added to the amount
distributable to holders of Class A and
Unoffered Class A-IO CitiCertificates until
distribution thereof is made as provided in
the second succeeding paragraph. Any Class
A Unpaid Interest Shortfall will be
allocated among the Class A Subclasses pro
rata on the basis of the respective amounts
of accrued interest thereon. No interest
will accrue on the amount of any Class A
Unpaid Interest Shortfall or Unoffered
Class A-IO Unpaid Interest Shortfall.
On each Distribution Date, funds in the
Certificate Account available for payment
of any Class A Unpaid Interest Shortfall or
Unoffered Class A-IO Unpaid Interest
Shortfall will be allocated among the then
outstanding Class A Subclasses and the
Unoffered Class A-IO CitiCertificates pro
rata in accordance with their respective
unpaid Class A Subclass Interest Shortfall
Amounts and the Unoffered Class A-IO Unpaid
Interest Shortfall immediately prior to
such Distribution Date.
In the event that on a particular
Distribution Date, the Pool Distribution
Amount, net of the amounts distributable on
the Class A CitiCertificates and the
Unoffered Class A-IO CitiCertificates, is
less than the aggregate amount of interest
accrued (net of any Non-Supported Interest
Shortfall and the interest portion of
certain losses allocable to the Class M
CitiCertificates) on the Class M
CitiCertificates, such shortfall (the
"Class M Unpaid Interest Shortfall") will
be carried forward and added to the amount
distributable to holders of the Class M
CitiCertificates until distribution thereof
is made as described herein under
"DESCRIPTION OF THE OFFERED
CITICERTIFICATES--Distributions of
Interest" or until the Class M Stated
Amount has been reduced to zero. No
interest will accrue on the amount of any
Class M Unpaid Interest Shortfall.
In the event that on a particular
Distribution Date, the Pool Distribution
Amount, net of the amounts distributable on
the Class A, Unoffered Class A-IO and Class
M CitiCertificates, is less than the
aggregate amount of interest accrued (net
of any Non-Supported Interest Shortfall and
the interest portion of certain losses
allocable to the Class B-1
CitiCertificates) on the Class B-1
CitiCertificates, such shortfall (the
"Class B-1 Unpaid Interest Shortfall") will
be carried forward and added to the amount
distributable to holders of the Class B-1
CitiCertificates until distribution thereof
is made as describedherein under
"DESCRIPTION OF THE OFFERED
CitiCertificates--Distributions of
Interest" or until the Class B-1 Stated
Amount has been reduced to zero. No
interest will accrue on the amount of any
Class B-1 Unpaid Interest Shortfall.
In the event that on a particular
Distribution Date, the Pool Distribution
Amount, net of the amounts distributable on
the Class A, Unoffered Class A-IO, Class M
and Class B-1 CitiCertificates, is less
than the aggregate amount of interest
accrued (net of any Non-Supported Interest
Shortfall and the interest portion of
certain losses allocable to the Class B-2
CitiCertificates) on the Class B-2
CitiCertificates, such shortfall (the
"Class B-2 Unpaid Interest Shortfall") will
be carried
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S-13
<PAGE>
- --------------------------------------------------------------------------------
forward and added to the amount
distributable to holders of the Class B-2
CitiCertificates until distribution thereof
is made as described herein under
"DESCRIPTION OF THE OFFERED
CITICERTIFICATES--Distributions of
Interest" or until the Class B-2 Stated
Amount has been reduced to zero. No
interest will accrue on the amount of any
Class B-2 Unpaid Interest Shortfall.
The Class B-1 Unpaid Interest Shortfall and
Class B-2 Unpaid Interest Shortfall are
also collectively referred to as the
"Offered Class B Subclass Unpaid Interest
Shortfall."
DISTRIBUTIONS IN REDUCTION OF
STATED AMOUNT OF THE OFFERED
CITICERTIFICATES ................ Distributions in reduction of Stated Amount
will be made on each Distribution Date to
each Class A Subclass, to the Class M
CitiCertificates and to each Offered Class
B Subclass then entitled to receive such
distributions in accordance with the
priorities set forth below. Amounts
distributed in reduction of Stated Amount
of any Class A Subclass will be allocated
pro rata to all CitiCertificates of such
Class A Subclass until the aggregate amount
of such distributions has reduced the
Stated Amount of each such Class A Subclass
to zero. Amounts distributed in reduction
of Stated Amount of the Class M
CitiCertificates will be allocated pro rata
to all Class M CitiCertificates until the
aggregate amount of such distributions has
reduced the Class M Stated Amount to zero.
Amounts distributed in reduction of Stated
Amount of any Offered Class B Subclass will
be allocated pro rata to all
CitiCertificates of such Offered Class B
Subclass until the aggregate amount of such
distributions has reduced the Stated Amount
of such Offered Class B Subclass to zero.
On each Distribution Date prior to the
Subordination Depletion Date, the Class A
Principal Distribution Amount will be
allocated in the manner described under
"DESCRIPTION OF THE OFFERED
CITICERTIFICATES--Distributions in
Reduction of Stated Amount."
Any Unpaid PO Loss Amount outstanding shall
be paid in respect of the Class A-8
CitiCertificates, but only to the extent of
Available PO Loss Funds. "Available PO Loss
Funds" for any Distribution Date shall
equal the Pool Distribution Amount as
reduced by the Class A Interest Amount, the
Distributable Unoffered Class A-IO Interest
Amount, any Class A Unpaid Interest
Shortfalls, any Unoffered Class A-IO Unpaid
Interest Shortfalls, the Class A Principal
Distribution Amount, the Class M Interest
Amount and the Class B Interest Amount. Any
Available PO Loss Funds applied to pay
Unpaid PO Loss Amounts will first reduce
the amount otherwise distributable in
reduction of Stated Amount of the Class B
Subclasses in reverse numerical order, and
then will reduce the amount otherwise
distributable in reduction of theClass M
Stated Amount. See "DESCRIPTION OF THE
OFFERED CITICERTIFICATES--Distributions in
Reduction of Stated Amount" in this
Prospectus Supplement.
The holders of the Class A-3 CitiCertificates
will not be entitled to receive any
distributions in respect of principal
prepayments or other unscheduled recoveries
on the Mortgage Loans in reduction of their
Stated Amount prior to the Distribution
Date in October 2003, and prior to the
Distribution Date in October 2007 will
receive a
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S-14
<PAGE>
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disproportionately small portion of
principal prepayments and other unscheduled
recoveries on the Mortgage Loans, unless
the Stated Amounts of all other Class A
Subclasses (other than the Class A-8
CitiCertificates) have been reduced to zero
or the Stated Amounts of the Subordinated
CitiCertificates have been reduced to zero.
As a result, the weighted average life will
be longer, and could be significantly
longer, than would be the case if the Class
A-3 CitiCertificates received their pro
rata share of the Class A Prepayment
Percentage of the Non-PO Percentage of all
principal prepayments received on the
Mortgage Loans. See "DESCRIPTION OF THE
OFFERED CITICERTIFICATES--Distributions in
Reduction of Stated Amount" herein.
The amount to be distributed on any
Distribution Date in reduction of Stated
Amount of the Class M CitiCertificates (the
"Class M Principal Distribution Amount")
will be the lesser of (i) the Pool
Distribution Amount after distribution of
all amounts distributable on such
Distribution Date on the Class A and
Unoffered Class A-IO CitiCertificates and
all interest distributable on the Class M
CitiCertificates and (ii) the Class M
Optimal Principal Amount.
The amount to be distributed on any
Distribution Date in reduction of Stated
Amount of any Offered Class B Subclass (the
"Class B Subclass Principal Distribution
Amount") will be the lesser of (i) the Pool
Distribution Amount after distribution of
all amounts distributable on such
Distribution Date on the Class A, Unoffered
Class A-IO and Class M CitiCertificates and
all amounts senior in priority to
distribution in reduction of Stated Amount
of such Offered Class B Subclass as set
forth above under "Priority of
Distributions" and (ii) the Offered Class B
Subclass Optimal Principal Amount for such
Offered Class B Subclass. The Class B
Subclass Principal Distribution Amount for
the Class B-1 CitiCertificates and Class
B-2 CitiCertificates are the "Class B-1
Principal Distribution Amount" and the
"Class B-2 Principal Distribution Amount,"
respectively.
The "Pool Distribution Amount" for a
particular Distribution Date will be equal
to the aggregate of all previously
undistributed amounts of principal
(including any full or partial principal
prepayments) and interest in respect of the
Mortgage Loans received and posted after
the Cut-Off Date and before the related
Determination Date (including, with respect
to such Distribution Date, amounts advanced
by the Servicer or the Trustee (in its
individual capacity), advanced from amounts
in the Certificate Account or paid by the
Servicer with respect to Prepayment
Interest Shortfalls), excluding in each
case (i) payments due on or before the
Cut-Off Date, (ii) full or partial
principal prepayments posted during the
month of such Distribution Date and any
related payments of interest representing
all or a portion of interest for such
month, (iii) payments representing early
receipts of scheduled principal and
interest due subsequent to the first day of
the month in which such Distribution Date
occurs, (iv) the portion of interest
received on each Mortgage Loan representing
the Servicing Fee, (v) the portion of the
liquidation proceeds of defaulted Mortgage
Loans representing the Servicing Fee and
(vi) receipts of overdue amounts with
respect to which the Servicer or the
Trustee (in its individual
- --------------------------------------------------------------------------------
S-15
<PAGE>
- --------------------------------------------------------------------------------
capacity) has made advances and certain
other amounts reimbursable to the Servicer.
See "DESCRIPTION OF CERTIFICATES--
Distributions to Certificateholders--
General" in the Prospectus.
The allocation of a disproportionate amount
of prepayments and certain unscheduled
recoveries as described above to the Class
A CitiCertificates (other than the Class
A-3 and Class A-8 CitiCertificates) in
reduction of Stated Amount will have the
effect of accelerating the amortization of
such Class A CitiCertificates while, in the
absence of Realized Losses, increasing the
respective percentage interest in the Trust
evidenced by the Class M and Class B
CitiCertificates. Increasing the respective
percentage interest of the Class M and
Class B CitiCertificates relative to that
of the Class A CitiCertificates is intended
to preserve the availability of the
subordination provided by the Class M and
Class B CitiCertificates.
Scheduled payments on the Mortgage Loans will
be sufficient to make timely distributions
of interest on the Offered CitiCertificates
and to reduce the Stated Amount of each
Class A Subclass, the Class M
CitiCertificates and each Offered Class B
Subclass to zero not later than its Last
Scheduled Distribution Date set forth on
the cover page hereof. See "DESCRIPTION OF
CERTIFICATES--Distributions to
Certificateholders" in the Prospectus.
In the event that on any Distribution Date,
the Current Class M Subordination Level is
less than the Class M Subordination Level
on the Closing Date, then the Class B
CitiCertificates will not be entitled to
any distributions in reduction of Stated
Amount on such Distribution Date and all
such distributions will instead be
allocated in reduction of the Stated Amount
of the Class M CitiCertificates. The
"Current Class M Subordination Level" is
the percentage obtained by dividing the
Class B Stated Amount by the Pool Adjusted
Balance, each as of the immediately
preceding Distribution Date (after giving
effect to any distributions in reduction of
Stated Amount and the allocation of any
losses on such date). The Class M
Subordination Level on the Closing Date is
expected to be between 1.15% and 3.15%.
In the event that on any Distribution Date,
the Current Class M Subordination Level
equals or exceeds its original percentage
but the Current Class B-1 Subordination
Level is less than the Class B-1
Subordination Level on the Closing Date,
then the Class B-2, Class B-3, Class B-4
and Class B-5 CitiCertificates will not be
entitled to any distributions in reduction
of Stated Amount on such Distribution Date
and all such distributions will instead be
allocated in reduction of the Stated
Amounts of the Class M and Class B-1
CitiCertificates. The "Current Class B-1
Subordination Level" is the percentage
obtained by dividing the aggregate Stated
Amounts of the Class B-2, Class B-3, Class
B-4 and Class B-5 CitiCertificates by the
Pool Adjusted Balance, each as of the
immediately preceding Distribution Date
(after giving effect to any distributions
in reduction of Stated Amount and the
allocation of any losses on such date). The
Class B-1 Subordination Level on the
Closing Date is expected to be between
0.75% and 1.75%.
In the event that on any Distribution Date,
the Current Class M and Class B-1
Subordination Levels equal or exceed their
original percentages but the Current Class
B-2 Subordination Level is less than the
Class
- --------------------------------------------------------------------------------
S-16
<PAGE>
- --------------------------------------------------------------------------------
B-2 Subordination Level on the Closing
Date, then the Class B-3, Class B-4 and
Class B-5 CitiCertificates will not be
entitled to any distributions in reduction
of Stated Amount on such Distribution Date
and all of such distributions will instead
be allocated in reduction of the Stated
Amounts of the Class M, Class B-1 and Class
B-2 CitiCertificates. The "Current Class
B-2 Subordination Level" is the percentage
obtained by dividing the aggregate Stated
Amounts of the Class B-3, Class B-4 and
Class B-5 CitiCertificates by the Pool
Adjusted Balance, each as of the
immediately preceding Distribution Date
(after giving effect to any distributions
in reduction of Stated Amount and the
allocation of any losses on such date). The
Class B-2 Subordination Level on the
Closing Date is expected to be between
0.60% and 1.00%.
In addition, in the case of the Class B-3 or
Class B-4 CitiCertificates, if on any
Distribution Date the percentage obtained
by dividing the then-outstanding Stated
Amounts of the Class B Subclasses with
higher numerical designations by the Pool
Adjusted Balance is less than such
percentage was upon the Closing Date, then
such Subclasses with higher numerical
designations will not be entitled to
distributions in reduction of Stated Amount
on such Distribution Date and all such
distributions will instead be allocated to
the Class M CitiCertificates and the Class
B Subclasses with lower numerical
designations.
On any Distribution Date on or after the
Subordination Depletion Date, funds
available for distribution in reduction of
Stated Amount of the Class A
CitiCertificates will be allocated to the
Class A CitiCertificates (other than the
Class A-8 CitiCertificates), on the one
hand, and in respect of the Class A-8
CitiCertificates, on the other, pro rata on
the basis of the amounts of (i) the Class A
Non-PO Principal Amount and (ii) the Class
A PO Principal Amount, respectively,
notwithstanding the priorities described
under "DESCRIPTION OF THE OFFERED
CITICERTIFICATES--Distributions in
Reduction of Stated Amount." Under the
circumstances described in this paragraph,
the amount allocated to each Class A
Subclass will be distributed pro rata among
holders of CitiCertificates of such Class A
Subclass.
LAST SCHEDULED DISTRIBUTION DATE . The Last Scheduled Distribution Date for the
Offered CitiCertificates coincides with the
date on which the last distribution in
respect of the Mortgage Loans is scheduled
to be made. See "DESCRIPTION OF THE OFFERED
CITICERTIFICATES--Weighted Average Lives of
the Offered CitiCertificates" in this
Prospectus Supplement. Since the rate of
payment (including prepayments) of
principal on the Mortgage Loans can be
expected to exceed the scheduled rate of
payments, and could exceed the scheduled
rate by a substantial amount, the actual
final Distribution Date for the Offered
CitiCertificates may be earlier, and could
be substantially earlier, than the Last
Scheduled Distribution Date.
The Offered CitiCertificates are subject to
early termination by CMSI as described
under "DESCRIPTION OF THE OFFERED
CITICERTIFICATES--Optional Termination" in
this Prospectus Supplement.
PREPAYMENT AND YIELD
CONSIDERATIONS .................. The yield to maturity and weighted average
lives of the Offered CitiCertificates will
be sensitive in varying degrees to, among
other
- --------------------------------------------------------------------------------
S-17
<PAGE>
- --------------------------------------------------------------------------------
things, the rate of prepayment of the
Mortgage Loans, the allocation of such
prepayments to the CitiCertificates, and
the timing and extent of losses, if any,
allocated to the CitiCertificates. No
representation is made as to whether the
Mortgage Loans will prepay at any
particular rate. See "DESCRIPTION OF THE
OFFERED CITICERTIFICATES--Weighted Average
Lives of the Offered CitiCertificates" and
"--Prepayment and Yield Considerations" in
this Prospectus Supplement.
The yield to maturity on the Offered Class B
CitiCertificates will be more sensitive to
losses due to liquidations of the Mortgage
Loans (and the timing thereof) than the
Class A, Unoffered Class A-IO and Class M
CitiCertificates, in the event that the
Stated Amount of the Unoffered Class B
CitiCertificates has been reduced to zero.
The yield to maturity on the Class M
CitiCertificates will be more sensitive to
losses due to liquidations of the Mortgage
Loans (and the timing thereof) than the
Class A and Unoffered Class A-IO
CitiCertificates in the event that the
Stated Amount of the Class B
CitiCertificates has been reduced to zero.
See "DESCRIPTION OF THE OFFERED
CITICERTIFICATES--Prepayment and Yield
Considerations" and "--Yield Considerations
With Respect to the Offered Class B
CitiCertificates" in this Prospectus
Supplement.
The yield to investors in the Class A-2
CitiCertificates will be sensitive, and the
yield to investors in the Class A-7
CitiCertificates will be highly sensitive,
to the level of LIBOR. A high level of
LIBORwill have a material negative effect
on the yield to investors inthe Class A-7
CitiCertificates. See "DESCRIPTION OF THE
OFFERED CITICERTIFICATES--Prepayment and
Yield Considerations" and "--Sensitivity of
the Class A-7 CitiCertificates" in this
Prospectus Supplement.
The yield on the Class A-8 CitiCertificates,
which are expected to be offered at a
substantial discount and which are not
entitled to distributions in respect of
interest, will be extremely sensitive to
both the timing of receipt of prepayments
and the overall rate of prepayment on the
Discount Mortgage Loans. A low rate of
principal payments (including prepayments)
on the Discount Mortgage Loans will have a
negative effect and a high rate of
principal payments (including prepayments)
on the Discount Mortgage Loans will have a
positive effect on the yield to investors
in the Class A-8 CitiCertificates. Because
payments on the Class A-8 CitiCertificates
are directly related to the rate of
principal payment on the Discount Mortgage
Loans, the rate of principal payment on the
Class A-8 CitiCertificates will be
different and most likely will be slower
than that of otherClass A CitiCertificates.
See "DESCRIPTION OF THE OFFERED
CITICERTIFICATES--Prepayment and Yield
Considerations" and "--Sensitivity of the
Class A-8 CitiCertificates" in this
Prospectus Supplement.
The holders of the Class A-3 CitiCertificates
will not be entitled to receive any
distributions in respect of principal
prepayments or other unscheduled recoveries
on the Mortgage Loans in reduction of their
Stated Amount prior to the Distribution
Date in October 2003, and prior to the
Distribution Date in October 2007 will
receive a disproportionately small portion
of principal prepayments and other
unscheduled recoveries on the Mortgage
Loans unless the Stated
- --------------------------------------------------------------------------------
S-18
<PAGE>
- --------------------------------------------------------------------------------
Amounts of all other Class A Subclasses
(other than the Class A-8 CitiCertificates)
have been reduced to zero or the Stated
Amounts of the Subordinated
CitiCertificates have been reduced to zero.
As a result, the weighted average life will
be longer, and could be significantly
longer, than would be the case if the Class
A-3 CitiCertificates received their pro
rata share of the Class A Prepayment
Percentage of the Non-PO Percentage of all
principal prepayments received on the
Mortgage Loans.
AN INVESTOR THAT PURCHASES ANY OFFERED
CITICERTIFICATE AT A DISCOUNT SHOULD
CAREFULLY CONSIDER THE RISK THAT A SLOWER
THAN ANTICIPATED RATE OF PRINCIPAL PAYMENTS
ON THE MORTGAGE LOANS WILL RESULT IN AN
ACTUAL YIELD THAT IS LOWER THAN SUCH
INVESTOR'S EXPECTED YIELD. AN INVESTOR THAT
PURCHASES ANY OFFERED CITICERTIFICATE AT A
PREMIUM SHOULD CONSIDER THE RISK THAT A
FASTER THAN ANTICIPATED RATE OF PRINCIPAL
PAYMENTS ON THE MORTGAGE LOANS WILL RESULT
IN AN ACTUAL YIELD THAT IS LOWER THAN SUCH
INVESTOR'S EXPECTED YIELD.
SEE "DESCRIPTION OF THE OFFERED
CITICERTIFICATES--WEIGHTED AVERAGE LIVES OF
THE OFFERED CITICERTIFICATES" IN THIS
PROSPECTUS SUPPLEMENT.
THE MORTGAGE LOANS
A. GENERAL ...................... The Mortgage Loans will have mortgage rates
ranging from 6.375% to 8.375% per annum.
The initial weighted average mortgage rate
of the Mortgage Loans is expected to be at
least 7.120% but no more than 7.520% per
annum. The weighted average remaining term
to stated maturity of the Mortgage Loans
will be at least 353 months but no more
than 359 months.
The Mortgage Loans will consist of 20- to
30-year fixed rate conventional mortgage
loans originated or acquired by CMI and
will include loans secured by shares issued
by cooperative housing corporations.
Mortgage Loans acquired by CMI include
Mortgage Loans originated or acquired by
CFSB or originated by Citibank. See
"DESCRIPTION OF THE POOL AND THE MORTGAGED
PROPERTIES" in this Prospectus Supplement
and "THE POOLS--Mortgage Loans" in the
Prospectus for additional information
concerning the Mortgage Loans.
B. CERTIFICATE ACCOUNT ........... All payments received in respect of the
Mortgage Loans, beginning with the October
1998 distribution, will be remitted
directly to a certificate account or
accounts (the "Certificate Account") to be
established with the Trustee on the Closing
Date. Such payments will be available for
distribution in reduction of Stated Amount
of and accrued interest on the
CitiCertificates for the Distribution Date
on which such funds are remitted to the
Certificate Account.
ALLOCATION OF LOSSES ............. Shortfalls in receipts of interest on the
Mortgage Loans and receipts of principal
with respect to the Mortgage Loans in an
amount less than the decrease in the Pool
Adjusted Balance from the prior
Distribution Date with respect to a
Distribution Date may arise due to losses
incurred on Liquidated Loans and to
delinquencies not advanced by the Servicer
or the Trustee (in its individual
capacity).
Realized Losses (other than Excess Special
Hazard Losses, Excess Fraud Losses or
Excess Bankruptcy Losses) will not be
allocated to holders of the Class A
CitiCertificates (other than the Class A-8
CitiCertificates)
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S-19
<PAGE>
- --------------------------------------------------------------------------------
until the Subordination Depletion Date.
Prior to such time, the applicable Non-PO
Percentage of such Realized Losses will be
allocated first to the Class B Subclasses
in reverse numerical order until the Stated
Amount of each such Class B Subclass has
been reduced to zero, and then to the Class
M CitiCertificates until the Class M Stated
Amount has been reduced to zero. The
applicable PO Percentage of such Realized
Losses will be allocated to the Class A-8
CitiCertificates as a PO Loss Amount until
the Stated Amount thereof has been reduced
to zero, but such loss allocation will give
rise to the right to receive, in respect of
the Class A-8 CitiCertificates,
reimbursement of losses so allocated first
out of certain funds otherwise
distributable on the Class B
CitiCertificates, and then out of funds
otherwise distributable on the Class M
CitiCertificates. As a result, any such PO
Loss Amounts will ultimately be borne by
the Class B Subclasses, in reverse
numerical order, and then by the Class M
CitiCertificates, in each case for so long
as they are outstanding.
The applicable Non-PO Percentage of the
principal portion of any Excess Special
Hazard Loss, Excess Fraud Loss or Excess
Bankruptcy Loss will be allocated among the
Class A Subclasses (other than the Class
A-8 CitiCertificates), the Class M
CitiCertificates and the Class B
Subclasses. Any such allocation will be
accomplished by reducing the outstanding
Stated Amount of each such Class A
Subclass, the Class M CitiCertificates and
each Class B Subclass by the appropriate
share of any such principal losses. The
applicable PO Percentage of such principal
losses will be allocated to the Class A-8
CitiCertificates. See "DESCRIPTION OF THE
OFFERED CITICERTIFICATES--Subordination--
Allocation of Losses."
On each Distribution Date occurring on and
after the Subordination Depletion Date,
holders of Class A CitiCertificates (other
than the Class A-8 CitiCertificates) will
generally receive their respective pro rata
share of the Non-PO Percentage of net
Liquidation Proceeds realized on Liquidated
Loans and holders of the Class A-8
CitiCertificates will generally receive the
PO Percentage of net Liquidation Proceeds
realized on Liquidated Loans (in each case,
after reimbursement to the Servicer and the
Trustee of any previously unreimbursed
advances made in respect of such loans).
ADVANCES ......................... The Servicer intends to make advances in
respect of delinquencies on the Mortgage
Loans in an amount equal to the delinquent
payments to the extent the Servicer
determines that such advances will be
recoverable from future payments and
collections on the Mortgage Loans. The
Servicer will contract with the Trustee (in
its individual capacity and not as Trustee)
for the limited purpose of providing for
advances by the Trustee (in such individual
capacity) in respect of delinquencies to
the extent that the Servicer fails to make
such advances. The Trustee (in such
individual capacity) will make such
advances to the extent it determines that
such advances will be recoverable from
future payments and collections on the
related Mortgage Loans. Recoveries in
respect of amounts advanced will be applied
to reimbursement of the advances. On each
Distribution Date, the Servicer and the
Trustee will be entitled to withdraw funds
from the Certificate Account (a) in
reimbursement of all unreimbursed advances
deemed by the Servicer
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S-20
<PAGE>
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or the Trustee, as the case may be, to be
nonrecoverable and (b) in reimbursement of
all other unreimbursed advances made by
them, but only (in the case of clause (b))
from funds not distributable to holders of
CitiCertificates on such Distribution Date.
OPTIONAL TERMINATION ............ Holders of CitiCertificates may receive final
distributions in connection with a
termination of the Trust made at the option
of CMSI on any Distribution Date after
which the Pool Adjusted Balance is less
than 5% of the Initial Mortgage Loan
Balance. The price paid by CMSI for the
Trust property will generally equal the sum
of (i) 100% of the unpaid principal balance
of the Mortgage Loans, together with
accrued interest thereon at the NNRs on the
respective Mortgage Loans, and (ii) the
current appraised value of acquired
property. Holders of the CitiCertificates,
to the extent of funds available, will
receive the unpaid Stated Amount of their
CitiCertificates plus accrued and unpaid
interest thereon. See "DESCRIPTION OF THE
OFFERED CITICERTIFICATES--Optional
Termination" in this Prospectus Supplement.
RECORD DATE ...................... The Record Date for each Distribution
Date will be (a) the close of business on
the last day of the month preceding the
month of the applicable Distribution Date
in the case of CitiCertificates that are
not LIBOR CitiCertificates and (b) the 15th
day of the month of the applicable
Distribution Date in the case of the LIBOR
CitiCertificates.
CERTAIN FEDERAL INCOME TAX
CONSEQUENCES .................... An election will be made to treat the Trust
as a REMIC for federal income tax purposes.
The Offered CitiCertificates will be
designated as regular interests in a REMIC
and generally will be treated as newly
originated debt instruments for federal
income tax purposes. Beneficial Owners (or
holders, in the case of the Class A-8
CitiCertificates, the Class M
CitiCertificates and the Offered Class B
CitiCertificates) of the Offered
CitiCertificates will be required to report
interest income on such Offered
CitiCertificates in accordance with the
accrual method of accounting. The Class A-8
CitiCertificates will be issued with
original issue discount in an amount equal
to the excess of their Initial Stated
Amount over their issue price. It is
anticipated that the Class A-7
CitiCertificates will be issued with
original issue discount in an amount equal
to the excess of their Initial Stated
Amount (plus four days of interest at the
Stated Rate thereon) over their issue price
(including accrued interest). It is further
anticipated that the Class A-1, Class A-3,
Class A-4, Class A-5, Class M and Class B-1
CitiCertificates will be issued at a
premium and that the Class A-2, Class A-6
and Class B-2 CitiCertificates will be
issued with de minimis original issue
discount for federal income tax purposes.
See "CERTAIN FEDERAL INCOME TAX
CONSEQUENCES--Taxation of
CitiCertificates--Variable Rate
CitiCertificates" in the Prospectus.
The Prepayment Assumption on the Mortgage
Loans, as described in the Prospectus, that
is to be used, among other things, in
determining the rate of accrual of original
issue discount is 275% of the Prepayment
Model's (as defined herein) assumed
prepayment rates. See "DESCRIPTION OF THE
OFFERED CITICERTIFICATES--Weighted Average
Lives of the Offered CitiCertificates" in
this Prospectus Supplement. No
representation is made as to the rate at
which the Mortgage Loans will prepay.
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S-21
<PAGE>
- --------------------------------------------------------------------------------
The Offered CitiCertificates will be treated
as "loans . . . secured by an interest in
real property which is . . . residential
real property" and "regular interests in a
REMIC" for domestic building and loan
associations and as "real estate assets"
for real estate investment trusts, to the
extent described in the Prospectus. See
"CERTAIN FEDERAL INCOME TAX
CONSEQUENCES" in the Prospectus.
CERTAIN ERISA CONSIDERATIONS ..... A fiduciary that is investing or that could
be deemed to be investing the assets of any
employee benefit plan subject to Title I of
the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), or Section
4975 of the Internal Revenue Code of 1986,
as amended (the "Code") (an "ERISA Plan")
or a governmental plan as defined in
Section 3(32) of ERISA, subject to any
federal, state or local law ("Similar
Law"), which is, to a material extent,
similar to the foregoing provisions of
ERISA or the Code (collectively, with an
ERISA Plan, a "Plan"), should carefully
review with its own legal advisors whether
the purchase or holding of the Offered
CitiCertificates could give rise to a
transaction prohibited or otherwise
impermissible under ERISA, the Code or
Similar Law, and should carefully
review the discussion in this Prospectus
Supplement and the Prospectus under the
caption "CERTAIN ERISA CONSIDERATIONS."
On May 24, 1990, the Department of Labor
issued to the Underwriter Prohibited
Transaction Exemption PTE 90-29 (the
"Exemption"), which Exemption generally
was intended to apply to the purchase and
holding by ERISA Plans of securities such
as the Class A CitiCertificates, which
represent beneficial interests in
pass-through trusts that meet the
requirements of the Exemption. The
Exemption should apply to the acquisition,
holding and resale of the Class A
CitiCertificates by an ERISA Plan, provided
that specified conditions (certain of which
are described herein, including the
condition that the ERISA Plan be an
"accredited investor" (as defined in Rule
501(a)(1) of Regulation D of the Securities
and Exchange Commission (the "Commission")
under the Securities Act of 1933)) are met.
See "CERTAIN ERISA CONSIDERATIONS" in this
Prospectus Supplement.
Neither the Exemption nor PTE 83-1 applies to
the purchase or holding of securities such
as the Class M CitiCertificates and the
Offered Class B CitiCertificates which are
subordinated to the Class A and Unoffered
Class A-IO CitiCertificates. Accordingly,
the Class M and Offered Class B
CitiCertificates may not be transferred
unless the transferee has delivered (i) a
representation letter to the Trustee and
the Issuer stating either (a) that the
transferee is not a Plan and is not acting
on behalf of a Plan or using the assets of
a Plan to effect such purchase or (b)
subject to certain conditions described
herein, that the source of funds used to
purchase the Class M or Offered Class B
CitiCertificates, as the case may be, is an
"insurance company general account" or (ii)
an opinion of counsel and other
documentation as provided herein. See "RISK
FACTORS FOR PURCHASERS OF CLASS M
CITICERTIFICATES AND OFFERED CLASS B
CITICERTIFICATES--Restrictions on Transfer"
and "CERTAIN ERISA CONSIDERATIONS" in this
Prospectus Supplement.
TRUSTEE .......................... State Street Bank and Trust Company.
CERTIFICATE RATINGS .............. It is a condition of issuance of the Offered
CitiCertificates that the Class A
CitiCertificates (other than the Class A-7
and Class A-8
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<PAGE>
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CitiCertificates) be rated "AAA" by
Standard & Poor's Ratings Group ("S&P")
and Fitch IBCA, Inc. ("Fitch"); the Class
A-7 and Class A-8 CitiCertificates be rated
"AAAr" by S&P and "AAA" by Fitch; the Class
M CitiCertificates be rated at least "AA"
by Fitch; the Class B-1 CitiCertificates be
rated at least "A" by Fitch; and the Class
B-2 CitiCertificates be rated at least
"BBB" by Fitch. Ratings of the Offered
CitiCertificates other than those indicated
above have not been requested. However,
there can be no assurance as to whether
another rating agency will rate the Offered
CitiCertificates, and, if so, what ratings
would be so assigned to the Offered
CitiCertificates. The ratings so assigned
may be lower than those indicated above.
The ratings of the Offered CitiCertificates
should be evaluated independently from
similar ratings on other types of
securities. The ratings do not address the
possibility that as a result of prepayments
holders of Offered CitiCertificates may
receive a lower than anticipated yield. A
security rating is not a recommendation to
buy, sell or hold securities and may be
subject to revision or withdrawal at any
time by the assigning rating agency. The
"r" symbol in certain S&P ratings is
attached to highlight certificates that S&P
believes may experience high volatility or
high variability in expected returns due to
non-credit risks. The absence of an "r"
symbol should not be taken as an indication
that a certificate will exhibit no
volatility or variability in total return.
- --------------------------------------------------------------------------------
S-23
<PAGE>
DESCRIPTION OF THE POOL
AND THE MORTGAGED PROPERTIES
The Pool to be evidenced by the CitiCertificates will include Mortgage
Loans evidenced by mortgage notes with an aggregate Adjusted Balance as of the
Cut-Off Date of approximately $501,081,113. This amount is subject to a
permitted upward or downward variance of up to 5.0%. None of the Mortgage Loans
will be CitiMae Mortgage Loans.
The "Adjusted Balance" of any Mortgage Loan as of the first day of any
month is the scheduled principal balance thereof as of the close of business on
such day (whether or not any scheduled payments have been received and before
any adjustment to the related amortization schedule by reason of bankruptcy
(other than a Deficient Valuation)), less any Principal Prepayments thereon or
in respect thereof received or posted prior to the close of business on the
business day preceding such first day (or, in the case of the Cut-Off Date, any
Principal Prepayments thereon or in respect thereof received or posted prior to
the close of business on the Cut-Off Date).
A detailed description (the "Detailed Description") of the Mortgage Loans
will be available at the time of issuance of the CitiCertificates. The Detailed
Description will specify the Initial Mortgage Loan Balance as of the Cut-Off
Date and will also set forth tables reflecting the following information
regarding the Mortgage Loans: years of origination, types of dwellings on the
underlying properties, sizes of Mortgage Loans, loan-to-value ratios, mortgage
rates and geographical distribution by state of the Mortgage Loans. The Detailed
Description will also specify the Special Hazard Loss Amount, Fraud Loss Amount
and Bankruptcy Loss Amount as of the Cut-Off Date, the aggregate Initial Stated
Amounts of the Class A CitiCertificates, the Class M CitiCertificates, the
Offered Class B CitiCertificates, the Unoffered Class B CitiCertificates, and
the Subordinated CitiCertificate Percentage and the Class M, Class B-1, Class
B-2, Class B-3 and Class B-4 Subordination Percentages as of the Cut-Off Date.
The information contained in the Detailed Description will be set forth in a
report on Form 8-K which will be filed with the Commission within 15 days of the
issuance of the CitiCertificates.
The following paragraphs set forth detailed information as of the Cut-Off
Date with respect to the Mortgage Loans expected to be in the Pool. To the
extent that the Mortgage Loans differ from the descriptions contained herein,
immaterial variances in such information may result.
The weighted average Note Rate of the Mortgage Loans as of the Cut-Off Date
will be at least 7.120% but no more than 7.520% per annum. The Mortgage Loans
will have Note Rates of at least 6.375% but no more than 8.375% per annum. The
weighted average remaining term to stated maturity of the Mortgage Loans as of
the Cut-Off Date will be at least 353 months but no longer than 359 months. All
Mortgage Loans have original maturities of 20 to 30 years. None of the Mortgage
Loans will have been originated prior to August 1, 1987 or after September 1,
1998. None of the Mortgage Loans will have a scheduled maturity later than
September 1, 2028.
The Mortgage Loans will have the following additional characteristics as of
the Cut-Off Date (expressed as a percentage of the aggregate Adjusted Balance of
the Mortgage Loans having such characteristics relative to the Initial Mortgage
Loan Balance):
At least 95% of the Mortgage Loans will be Mortgage Loans originated using
loan underwriting policies which require, among other things, proof of income
and liquid assets and telephone verification of employment, or are refinanced
Mortgage Loans originated using alternative or streamlined underwriting
policies. No more than 65% of the Mortgage Loans will be refinanced Mortgage
Loans originated using alternative or streamlined underwriting policies. See
"LOAN UNDERWRITING POLICIES AND LOSS AND DELINQUENCY CONSIDERATIONS" in the
Prospectus.
At least 5% of the Mortgage Loans will be Mortgage Loans each having an
Adjusted Balance of less than $250,000.
At least 80% of the Mortgage Loans will be Mortgage Loans each having an
Adjusted Balance of less than $500,000.
No more than 20% of the Mortgage Loans will be Mortgage Loans each having
an Adjusted Balance of at least $500,000 but less than $1,000,000.
No more than 10% of the Mortgage Loans will have had loan-to-value ratios
at origination in excess of 80%; no more than 5% of the Mortgage Loans will have
had loan-to-value ratios at origination in excess of 90% and none of the
Mortgage Loans will have had loan-to-value ratios at origination in excess of
95%. The weighted average
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loan-to-value ratio at origination of the Mortgage Loans as of the Cut-Off Date
will be no more than 74%. For more information on Mortgage Loans having
loan-to-value ratios at origination in excess of 80%, see "APPENDIX A: THE
MORTGAGE LOANS AND CITIMORTGAGECERTIFICATES--The Mortgage Loans--General" in the
Prospectus.
At least 95% of the Mortgage Loans will be secured by one-family dwellings.
No more than 10% of the Mortgage Loans will be secured by condominiums,
townhouses, rowhouses and shares issued by cooperative housing corporations.
No more than 5% of the Mortgage Loans will be secured by Mortgaged
Properties located in any one zip code.
No more than 60% of the Mortgage Loans will be secured by Mortgaged
Properties located in California. No more than 10% of the Mortgage Loans will be
secured by Mortgaged Properties located in any other state.
At least 95% of the Mortgage Loans will be determined by the Issuer to be
secured by a Mortgage on the primary residence of the borrower. None of the
Mortgage Loans will be secured by investment properties. See "APPENDIX A: THE
MORTGAGE LOANS AND CITIMORTGAGECERTIFICATES--The Mortgage Loans--General" in the
Prospectus.
All Mortgage Loans having NNRs of less than 6.75% will be Discount Mortgage
Loans and all Mortgage Loans having NNRs of 6.75% or greater will be Premium
Mortgage Loans. The aggregate Adjusted Balance outstanding, as of the Cut-off
Date, of the Discount Mortgage Loans and the Premium Mortgage Loans will be
approximately $41,771,966 and $459,309,147, respectively. The weighted average
Note Rate of the Discount Mortgage Loans and the Premium Mortgage Loans, as of
the Cut-off Date, will be approximately 6.816% and 7.366%, respectively. The
weighted average remaining term to stated maturity of the Discount Mortgage
Loans and the Premium Mortgage Loans, as of the Cut-off Date, will be
approximately 357 months and 355 months, respectively.
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RISK FACTORS
FOR PURCHASERS OF CLASS M CITICERTIFICATES
AND OFFERED CLASS B CITICERTIFICATES
Investors should consider, among other things, the factors discussed below
in connection with any purchase of Class M CitiCertificates and Offered Class B
CitiCertificates.
SUBORDINATION IN RIGHT OF PAYMENT
The Class M CitiCertificates are subordinated in right of payments to the
Class A and Unoffered Class A-IO CitiCertificates as described herein and the
Offered Class B CitiCertificates are subordinated in right of payments to the
Class A, Unoffered Class A-IO and Class M CitiCertificates as described herein.
Further, the Offered Class B Subclasses are subordinated in right of payment to
any Offered Class B Subclass with a lower numerical designation. Holders of the
Class A and Unoffered Class A-IO CitiCertificates will have a preferential right
to receive out of the Pool Distribution Amount for a Distribution Date, prior to
any distribution being made on such date in respect of the Class M and Class B
CitiCertificates, all distributions due on the Class A and Unoffered Class A-IO
CitiCertificates. In addition, Realized Losses on the Mortgage Loans will be
applied first to the Unoffered Class B CitiCertificates, second to the Class B-2
CitiCertificates, third to the Class B-1 CitiCertificates and fourth to the
Class M CitiCertificates before being applied to the Class A CitiCertificates to
the extent described below. See "DESCRIPTION OF THE OFFERED CITICERTIFICATES" in
this Prospectus Supplement.
DELINQUENCIES AND ADVANCES
The Servicer may, but is not obligated to, make advances in respect of
delinquent scheduled payments of principal of or interest on the Mortgage Loans.
The Servicer intends to make advances to the extent the Servicer determines the
amounts of such advances will be recoverable from future payments and
collections on the related Mortgage Loans. The Servicer will contract with the
Trustee (in its individual capacity and not as Trustee) for the limited purpose
of providing for advances by the Trustee (in such individual capacity) in
respect of delinquencies to the extent that the Servicer fails to make any such
advance. The Trustee (in such individual capacity) will make such advances to
the extent it determines that such advances will be recoverable from future
payments and collections on the related Mortgage Loans. To the extent that the
Servicer and the Trustee (in such individual capacity) do not make such
advances, the only source of cash for distributions to holders of
CitiCertificates will be the Pool Distribution Amount.
ALLOCATION OF LOAN LOSSES
Liquidated Loans: The applicable Non-PO Percentage of Realized Losses on
the Mortgage Loans as a result of losses realized on Liquidated Loans will be
allocated first to the Class B Subclasses in reverse numerical order up to the
Stated Amount of each such Class B Subclass and accrued interest thereon, and
then to the Class M CitiCertificates up to the Stated Amount thereof and accrued
interest thereon. The applicable PO Percentage of Realized Losses will
ultimately be allocated to the Class B Subclasses and the Class M
CitiCertificates, in the manner described in the preceding sentence, by virtue
of the right of the holders of Class A-8 CitiCertificates to receive
reimbursement of PO Loss Amounts out of amounts otherwise distributable in
reduction of Stated Amount of the Class B and Class M CitiCertificates. The
Class A CitiCertificates (other than the Class A-8 CitiCertificates) will be
entitled to receive the Class A Prepayment Percentage of the applicable Non-PO
Percentage of the principal portion of net liquidation proceeds and the Class
A-8 CitiCertificates will be entitled to receive the applicable PO Percentage of
the principal portion of net liquidation proceeds. After the Subordination
Depletion Date, the applicable Non-PO Percentage of Realized Losses will be
allocated among the Class A CitiCertificates (other than the Class A-8
CitiCertificates).
Special Hazard Losses: Until the Special Hazard Termination Date, the
applicable Non-PO Percentage of all Special Hazard Losses will reduce the Stated
Amount of and accrued interest on the Class M and Class B CitiCertificates in
the order of priority set forth in the preceding paragraph. The PO Percentage of
such losses will ultimately be allocated to the Class B Subclasses in reverse
numerical order and then the Class M CitiCertificates, as described in the third
succeeding paragraph. The Class A CitiCertificates (other than the Class A-8
CitiCertificates)
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will be entitled to receive, in respect of each Mortgage Loan that becomes a
Special Hazard Mortgage Loan in the preceding month, an amount equal to the
Class A Prepayment Percentage of the applicable Non-PO Percentage of the
principal portion of the related net liquidation proceeds, and the Class A-8
CitiCertificates will be entitled to receive an amount equal to the applicable
PO Percentage of the principal portion of such net liquidation proceeds. After
the Special Hazard Termination Date, the applicable Non-PO Percentage of the
principal portion of Excess Special Hazard Losses will be allocated among the
Class A Subclasses (other than the Class A-8 CitiCertificates) and the Class M
and Class B CitiCertificates as described herein under "DESCRIPTION OF THE
OFFERED CITICERTIFICATES--Subordination--Allocation of Losses" and the PO
Percentage of the principal portion of Excess Special Hazard Losses will be
allocated to the Class A-8 CitiCertificates. Excess Special Hazard Losses are
Special Hazard Losses in excess of the Special Hazard Loss Amount, which will
initially be equal to approximately 1.34% of the Initial Mortgage Loan Balance.
Fraud Losses: Until the Fraud Coverage Termination Date, the applicable
Non-PO Percentage of all Fraud Losses will reduce the Stated Amount of and
accrued interest on the Class M and Class B CitiCertificates in the order of
priority set forth in the second preceding paragraph. The PO Percentage of such
losses will ultimately be allocated to the Class B Subclasses in reverse
numerical order and then the Class M CitiCertificates, as described in the
second succeeding paragraph. Holders of the Class A CitiCertificates (other than
the Class A-8 CitiCertificates) will be entitled to receive, in respect of each
Mortgage Loan that was subject to a Fraud Loss in the preceding month, an amount
equal to the Class A Prepayment Percentage of the applicable Non-PO Percentage
of the principal portion of the related net liquidation proceeds, and the Class
A-8 CitiCertificates will be entitled to receive an amount equal to the
applicable PO Percentage of the principal portion of such net liquidation
proceeds. After the Fraud Coverage Termination Date, the applicable Non-PO
Percentage of the principal portion of Excess Fraud Losses will be allocated
among the Class A Subclasses (other than the Class A-8 CitiCertificates) and the
Class M and Class B CitiCertificates as described herein under "DESCRIPTION OF
THE OFFERED CITICERTIFICATES--Subordination--Allocation of Losses," and the PO
Percentage of the principal portion of Excess Fraud Losses will be allocated to
the Class A-8 CitiCertificates. Excess Fraud Losses are Fraud Losses in excess
of the Fraud Loss Amount, which will initially be equal to approximately 1.00%
of the Initial Mortgage Loan Balance.
Bankruptcy Losses: Until the Bankruptcy Coverage Termination Date, the
applicable Non-PO Percentage of all Bankruptcy Losses will reduce the Stated
Amount of and accrued interest on the Class M and Class B CitiCertificates in
the order of priority set forth in the third preceding paragraph. The PO
Percentage of such losses will ultimately be allocated to the Class B Subclasses
in reverse numerical order and then the Class M CitiCertificates, as described
in the next succeeding paragraph. On each Distribution Date occurring prior to
the Bankruptcy Coverage Termination Date, the Stated Amount of the Class M and
Class B CitiCertificates will be reduced, in respect of each Mortgage Loan that
was subject to a Bankruptcy Loss in the preceding month, in an amount equal to
the applicable Non-PO Percentage of the principal portion of such Bankruptcy
Loss. After the Bankruptcy Coverage Termination Date, the applicable Non-PO
Percentage of the principal portion of Excess Bankruptcy Losses will be
allocated among the Class A Subclasses (other than the Class A-8
CitiCertificates) and Class M and Class B CitiCertificates as described herein
under "DESCRIPTION OF THE OFFERED CITICERTIFICATES--Subordination--Allocation of
Losses" and the PO Percentage of Excess Bankruptcy Losses will be allocated to
the Class A-8 CitiCertificates. Excess Bankruptcy Losses are Bankruptcy Losses
in excess of the Bankruptcy Loss Amount, which will initially be equal to
approximately 0.03% of the Initial Mortgage Loan Balance.
Until the Special Hazard Termination Date, Fraud Coverage Termination Date
and Bankruptcy Coverage Termination Date, the applicable PO Percentage of
Special Hazard Losses, Fraud Losses and Bankruptcy Losses will first be
allocated to the Class B Subclasses in reverse numerical order and then to the
Class M CitiCertificates by virtue of the right of the holders of the Class A-8
CitiCertificates to receive reimbursement of PO Loss Amounts out of amounts
otherwise distributable in reduction of the Stated Amount of the Class B and
Class M CitiCertificates.
The exact amounts of Special Hazard Losses, Fraud Losses and Bankruptcy
Losses to be allocated to the Class M and Class B CitiCertificates (in each case
only prior to the related termination date) will be those amounts required by
the rating agency (or rating agencies) rating the Offered CitiCertificates as a
condition of the ratings set forth in "SUMMARY OF PROSPECTUS AND PROSPECTUS
SUPPLEMENT--Certificate Ratings" in this Prospectus Supplement.
The interest portion of any Excess Special Hazard Losses, Excess Fraud
Losses and Excess Bankruptcy Losses will be allocated pro rata among the
CitiCertificates (other than the Class A-8 CitiCertificates) based on interest
accrued on such CitiCertificates.
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EFFECT OF LOSSES AND OTHER SHORTFALLS
The ultimate payment to holders of Class M and Offered Class B
CitiCertificates of the Stated Amount thereof is dependent upon the timing and
the level of losses realized on the Mortgage Loans and other shortfalls in
distributions on the Mortgage Loans. Special Hazard Losses (up to the Special
Hazard Loss Amount), Fraud Losses (up to the Fraud Loss Amount) and Bankruptcy
Losses (up to the Bankruptcy Loss Amount) and other Realized Losses on
Liquidated Loans will be allocated first to the Unoffered Class B
CitiCertificates, second to the Class B-2 CitiCertificates, third to the Class
B-1 CitiCertificates and then to the Class M CitiCertificates until the
Subordination Depletion Date.
To the extent that all such amounts and shortfalls are allocated as
described above, holders of the Class M and Offered Class B CitiCertificates may
experience shortfalls in distributions of interest and may not receive
distributions equal to the Initial Stated Amount of their CitiCertificates and
may, depending on the purchase price of such CitiCertificates, suffer a
reduction in yield or experience a loss on their investment in the Class M or
Offered Class B CitiCertificates, as the case may be.
RESTRICTIONS ON TRANSFER
Under current law, the purchase and holding of the Class M CitiCertificates
and the Offered Class B CitiCertificates by or on behalf of a Plan may result in
"prohibited transactions" within the meaning of ERISA and Code Section 4975 or
Similar Law. A transfer of the Class M CitiCertificates and the Offered Class B
CitiCertificates will not be registered by the Trustee unless the transferee (i)
executes a representation letter in form and substance satisfactory to the
Trustee stating either (a) that it is not, and is not acting on behalf of, any
such Plan or using the assets of any such Plan to effect such purchase or (b)
subject to certain conditions described herein, that the source of funds used to
purchase the Class M or Offered Class B CitiCertificates, as the case may be, is
an "insurance company general account" or (ii) provides (A) an opinion of
counsel in form and substance satisfactory to the Trustee and the Issuer that
the purchase or holding of the Class M CitiCertificates or the Offered Class B
CitiCertificates by or on behalf of such Plan will not result in the assets of
the Trust being deemed to be "plan assets" and subject to the prohibited
transaction provisions of ERISA and the Code or Similar Law and will not subject
the Servicer (or its designee), the Issuer or the Trustee to any obligation in
addition to those undertaken in the Pooling Agreement and (B) such other
opinions of counsel, officers' certificates and agreements as the Trustee and
the Issuer may require in connection with such transfer.
LEGAL INVESTMENT
Institutions whose investment activities are subject to legal investment
laws and regulations or to review by certain regulatory authorities may be
subject to restrictions on investment in the Class M and the Offered Class B
CitiCertificates. The Issuer makes no representations or warranties concerning
whether the Class M or the Offered Class B CitiCertificates are legal
investments under any federal or state law, regulation, rule or order of any
court. The Offered Class B CitiCertificates will not constitute "mortgage
related securities" within the meaning of SMMEA. The Class M CitiCertificates
will qualify at issuance as "mortgaged related securities." Prospective
investors are advised to consult their counsel as to qualification of the Class
M and the Offered Class B CitiCertificates as legal investments under any such
laws, regulations, rules and orders.
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DESCRIPTION OF THE OFFERED CITICERTIFICATES
The Offered CitiCertificates will be issued pursuant to the Pooling
Agreement, a form of which is filed as an exhibit to the Registration Statement
of which this Prospectus Supplement is a part. The Trustee will make available
for inspection a copy of the Pooling Agreement (without attachments) to holders
of CitiCertificates upon written request. Reference is made to the Prospectus
for important additional information regarding the terms and conditions of the
Pooling Agreement and the CitiCertificates. Each Class A and Class M
CitiCertificate at the time of issuance will qualify as a "mortgage related
security" within the meaning of SMMEA and will retain such qualification so long
as it is rated in one of the two highest rating categories by at least one
nationally recognized statistical rating organization.
Distributions on the Offered CitiCertificates generally will be made by the
Trustee by wire transfer (if wiring instructions are received from the Person
entitled thereto) in the case of a holder of Offered CitiCertificates having an
aggregate Initial Stated Amount (or notional amount) of $1,000,000 or more, or
by check or by such other means as the Person entitled thereto and the Trustee
shall agree. Unless and until Definitive Certificates are issued, Cede, as
nominee of DTC, will be the holder of the Book-Entry CitiCertificates. However,
the final distribution in reduction of Stated Amount will be made only upon
presentation and surrender of such CitiCertificate at the office of the Trustee.
Payments will be made to or for the account of the Person entitled thereto or as
specified by such Person in accordance with the terms of the Pooling Agreement.
DISTRIBUTIONS OF INTEREST
The amount of interest that will be distributable with respect to each
Class A Subclass during each Standard Accrual Period or LIBOR Accrual Period is
referred to herein as the "Class A Subclass Interest Amount" for such Class A
Subclass. The Class A Subclass Interest Amount for each Class A Subclass (other
than the Class A-8 CitiCertificates) will equal the interest accrued for each
Standard Accrual Period or LIBOR Accrual Period, as the case may be, at the
applicable Stated Rate on the Class A Subclass Stated Amount of such Class A
Subclass, reduced by (i) the portion of any Non-Supported Interest Shortfall
allocable to such Class A Subclass and (ii) the interest portion of Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses
allocable to such Class A Subclass as described below. The Class A-8
CitiCertificates will not bear interest. The sum of the Class A Subclass
Interest Amounts for a particular Distribution Date is the "Class A Interest
Amount."
An amount of interest equal to the Unoffered Class A-IO Interest Amount
will accrue on the Unoffered Class A-IO CitiCertificates during each Standard
Accrual Period. On each Distribution Date, to the extent funds are available,
the Distributable Unoffered Class A-IO Interest Amount will be distributed to
the Unoffered Class A-IO CitiCertificates.
The amount of interest that will be distributable with respect to the Class
M CitiCertificates during each Standard Accrual Period is referred to herein as
the "Class M Interest Amount." The Class M Interest Amount will equal the
interest accrued for a Standard Accrual Period at a rate of 6.75% per annum on
the Class M Stated Amount, reduced by (i) the portion of any Non-Supported
Interest Shortfall allocable to the Class M CitiCertificates and (ii) the
interest portion of Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses allocable to the Class M CitiCertificates as described below.
The amount of interest that will be distributable with respect to each
Offered Class B Subclass and each Unoffered Class B Subclass during each
Standard Accrual Period is referred to herein, respectively, as the "Offered
Class B Subclass Interest Amount" and the "Unoffered Class B Subclass Interest
Amount." The Offered and Unoffered Class B Subclass Interest Amount will equal
the interest accrued for a Standard Accrual Period at the rate of 6.75% per
annum on the Stated Amount of such Class B Subclass, in each case reduced by (i)
the portion of any Non-Supported Interest Shortfall allocable to such Class B
Subclass and (ii) the interest portion of Excess Special Hazard Losses, Excess
Fraud Losses and Excess Bankruptcy Losses allocable to such Class B Subclass as
described below. The sum of the Offered Class B Subclass Interest Amounts as of
any Distribution Date is the "Offered Class B Interest Amount" and the sum of
the Unoffered Class B Subclass Interest Amounts as of any Distribution Date is
the "Unoffered Class B Interest Amount." The sum of the Offered Class B Interest
Amount and the Unoffered Class B Interest Amount for a particular Distribution
Date is the "Class B Interest Amount."
The "Class A Subclass Stated Amount" of a Class A Subclass (other than the
Class A-8 CitiCertificates) as of any Distribution Date before the Subordination
Depletion Date will be the Initial Stated Amount of such Class A
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Subclass less (i) all amounts previously distributed to holders of
CitiCertificates of such Class A Subclass in reduction of the Stated Amount of
such Class A Subclass and (ii) such Class A Subclass's pro rata share of the
applicable Non-PO Percentage of the principal portion of Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses previously allocated to
the Class A CitiCertificates (other than the Class A-8 CitiCertificates) in the
manner described below under "--Subordination--Allocation of Losses." After the
Subordination Depletion Date, the Class A Subclass Stated Amount of such Class A
CitiCertificates may be subject to further reduction in an amount equal to such
Class A Subclass's pro rata share of the difference, if any, between (a) the
Class A Stated Amount (after subtracting the Class A Subclass Stated Amount of
the Class A-8 CitiCertificates) as of such Distribution Date without regard to
this provision and (b) the sum of the products of the applicable Non-PO
Percentage of each Mortgage Loan and the Adjusted Balance of such Mortgage Loan
for the preceding Distribution Date (the "Non-PO Pool Adjusted Balance"). Any
pro rata allocation described in this paragraph will be made among the Class A
Subclasses (other than the Class A-8 CitiCertificates) on the basis of their
then outstanding Class A Subclass Stated Amounts as of the preceding
Distribution Date.
The Class A Subclass Stated Amount of the Class A-8 CitiCertificates as of
any Distribution Date will be equal to the difference between the Pool Adjusted
Balance and the Non-PO Pool Adjusted Balance as of such date.
With respect to each Distribution Date prior to the Subordination Depletion
Date, the "PO Loss Amount" for such Distribution Date will equal the sum of (i)
the difference, if any, between the Class A PO Principal Amount for such
Distribution Date and the amount distributed in reduction of the Stated Amount
of the Class A-8 CitiCertificates on such Distribution Date and (ii) the
applicable PO Percentage multiplied by the principal portion of each Realized
Loss (other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses). On and after the Subordination Depletion Date, Available PO
Loss Funds will be zero and will therefore not be available for reimbursement of
PO Loss Amounts.
The "Class A Stated Amount" as of any Distribution Date will be equal to
the sum of the Class A Subclass Stated Amounts as of such date.
The "Class M Stated Amount" as of any Distribution Date will be equal to
the lesser of (a) the Initial Stated Amount of the Class M CitiCertificates less
(i) all amounts previously distributed to holders thereof in reduction of Stated
Amount and (ii) such Class's pro rata share of the Non-PO Percentage of the
principal portion of Excess Special Hazard Losses, Excess Fraud Losses and
Excess Bankruptcy Losses previously allocated to the Class M CitiCertificates in
the manner described below under "--Subordination--Allocation of Losses" and (b)
the Pool Adjusted Balance minus the Class A Stated Amount, each as of the
immediately preceding Distribution Date (after taking into account distributions
in reduction of Stated Amount and the allocation of any Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses on such date).
The "Offered Class B Subclass Stated Amount" of an Offered Class B Subclass
as of any Distribution Date will be the lesser of (a) the Initial Stated Amount
of such Offered Class B Subclass less (i) all amounts previously distributed to
holders of CitiCertificates of such Offered Class B Subclass in reduction of the
Stated Amount thereof and (ii) such Offered Class B Subclass's pro rata share of
the Non-PO Percentage of the principal portion of Excess Special Hazard Losses,
Excess Fraud Losses and Excess Bankruptcy Losses previously allocated to holders
of the Class B CitiCertificates in the manner described below under
"--Subordination--Allocation of Losses" and (b) the Pool Adjusted Balance minus
the sum of the Class A Stated Amount and the Class M Stated Amount and, in the
case of a particular Offered Class B Subclass, the aggregate Stated Amount of
the Offered Class B Subclasses having a lower numerical designation, each as of
the immediately preceding Distribution Date (after taking into account
distributions in reduction of Stated Amount and the allocation of any Excess
Special Hazard Losses, Excess Fraud Losses and Excess Bankruptcy Losses on such
date). The "Offered Class B Stated Amount" as of any Distribution Date will be
equal to the sum of the Offered Class B Subclass Stated Amounts as of such date.
The "Unoffered Class B Subclass Stated Amount" of any Unoffered Class B
Subclass as of any Distribution Date will be the lesser of (a) the Initial
Stated Amount of such Unoffered Class B Subclass less (i) all amounts previously
distributed to holders of CitiCertificates of such Unoffered Class B Subclass in
reduction of the Stated Amount thereof and (ii) such Unoffered Class B
Subclass's pro rata share of the applicable Non-PO Percentage of the principal
portion of Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses previously allocated to holders of the Unoffered Class B
CitiCertificates in the manner described below under
"--Subordination--Allocation of Losses" and (b) the Pool Adjusted Balance minus
the sum of the Class A Stated
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Amount, the Class M Stated Amount, the Offered Class B Stated Amount and the
Unoffered Class B Subclass Stated Amount of each Unoffered Class B Subclass with
a lower numerical designation, each as of the immediately preceding Distribution
Date (after taking into account distributions in reduction of Stated Amount and
the allocation of any Excess Special Hazard Losses, Excess Fraud Losses and
Excess Bankruptcy Losses on such date). The "Unoffered Class B Stated Amount" as
of any Distribution Date will be the aggregate of the Unoffered Class B Subclass
Stated Amounts as of such date. The "Class B Stated Amount" as of any
Distribution Date will be the Pool Adjusted Balance less the sum of the Class A
Stated Amount and the Class M Stated Amount and will equal the sum of the
Offered Class B Stated Amount and the Unoffered Class B Stated Amount.
With respect to any Distribution Date, the "Pool Adjusted Balance" will
equal the aggregate Adjusted Balances of the Mortgage Loans as of such
Distribution Date.
Interest shortfalls resulting from full or partial principal prepayments of
Mortgage Loans ("Prepayment Interest Shortfalls") will be offset to the extent
of the Compensating Cap on the related Distribution Date. The aggregate
Prepayment Interest Shortfalls with respect to a Distribution Date in excess of
the Compensating Cap (the "Non-Supported Interest Shortfall") will be allocated
pro rata among the Classes of CitiCertificates based on interest accrued on each
such Class and accordingly will reduce the amount of interest due to be
distributed to holders of the CitiCertificates then entitled to distributions in
respect of interest. Any such reduction in respect of interest allocated to the
Class A and Class B CitiCertificates will be allocated among the Class A
Subclasses (other than the Class A-8 CitiCertificates) and the Class B
Subclasses, respectively, pro rata on the basis of their respective amounts of
accrued interest for such Distribution Date.
The interest portion of any Excess Special Hazard Losses, Excess Fraud
Losses or Excess Bankruptcy Losses with respect to a Mortgage Loan will be
allocated pro rata among the Classes of CitiCertificates based on the amount of
interest accrued on each such Class and among the Class A Subclasses (other than
the Class A-8 CitiCertificates), and among the Class B Subclasses, respectively,
pro rata on the basis of their respective amounts of interest accruedfor such
Distribution Date.
Allocations of the interest portion of Realized Losses (other than Excess
Special Hazard Losses, Excess Fraud Losses or Excess Bankruptcy Losses) first to
the Class B CitiCertificates in reverse numerical order, then to the Class M
CitiCertificates and then to the Class A and Unoffered Class A-IO
CitiCertificates will result from the priority of distributions first to the
Class A and Unoffered Class A-IO CitiCertificateholders, then to the Class M
CitiCertificateholders and then to the Class B CitiCertificateholders of the
Pool Distribution Amount. After the Subordination Depletion Date, the interest
portion of Realized Losses will be deducted pro rata from interest accrued on
the CitiCertificates.
On each Distribution Date, prior to the Subordination Depletion Date, on
which the Pool Distribution Amount equals or exceeds the Class A Interest Amount
and the Distributable Unoffered Class A-IO Interest Amount, distributions in
respect of interest to each Class A Subclass will equal its Class A Subclass
Interest Amount, and distributions in respect of interest to the Unoffered Class
A-IO CitiCertificates will equal the Distributable Unoffered Class A-IO Interest
Amount.
In the unlikely event that, on any Distribution Date, the Pool Distribution
Amount is less than the Class A Interest Amount and the Distributable Unoffered
Class A-IO Interest Amount, the amount of interest currently distributed on the
Class A and Unoffered Class A-IO CitiCertificates will equal the Pool
Distribution Amount and will be allocated among the Class A Subclasses and the
Unoffered Class A-IO CitiCertificates pro rata in accordance with the Class A
Subclass Interest Amounts and the Distributable Unoffered Class A-IO Interest
Amount, respectively. Any Class A Subclass Interest Shortfall Amount and
Unoffered Class A-IO Unpaid Interest Shortfall will be added to the amount to be
distributed to the related Class A Subclass and the Unoffered Class A-IO
CitiCertificates, as applicable, on subsequent Distribution Dates to the extent
that the Pool Distribution Amount is sufficient therefor and, in the case of a
Class A Subclass, the related Class A Subclass is then outstanding. No interest
will accrue on the unpaid Class A Subclass Interest Shortfall Amounts or
Unoffered Class A-IO Unpaid Interest Shortfall. See "SUMMARY OF PROSPECTUS AND
PROSPECTUS SUPPLEMENT--Priority of Distributions" herein.
On each Distribution Date on which the Pool Distribution Amount exceeds the
Class A Interest Amount and the Distributable Unoffered Class A-IO Interest
Amount, any excess will then be allocated first to pay previously unpaid Class A
Subclass Interest Shortfall Amounts of outstanding Class A Subclasses and the
Unoffered Class A-IO Unpaid Interest Shortfall. Such amounts will be allocated
among the then outstanding Class A Subclasses and the Unoffered
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Class A-IO CitiCertificates pro rata in accordance with the respective unpaid
Class A Subclass Interest Shortfall Amounts and Unoffered Class A-IO Unpaid
Interest Shortfall immediately prior to such Distribution Date. See "SUMMARY OF
PROSPECTUS AND PROSPECTUS SUPPLEMENT--Priority of Distributions" herein.
On each Distribution Date on which the Pool Distribution Amount equals or
exceeds the sum of (i) the Class M Interest Amount and (ii) all amounts
distributable on the Class A and Unoffered Class A-IO CitiCertificates,
distributions in respect of interest to the Class M CitiCertificates will equal
the Class M Interest Amount.
If, on any Distribution Date, the Pool Distribution Amount is less than the
sum of (i) the Class M Interest Amount and (ii) all amounts senior in priority
of payment to such amount, the amount of interest currently distributed on the
Class M CitiCertificates will equal the Pool Distribution Amount, net of all
amounts distributable with a higher order of priority as provided above under
"SUMMARY OF PROSPECTUS AND PROSPECTUS SUPPLEMENT--Priority of Distributions."
Any Class M Unpaid Interest Shortfall will be added to the amount to be
distributed to Class M CitiCertificates on subsequent Distribution Dates to the
extent that the Pool Distribution Amount is sufficient therefor and the related
Class M CitiCertificates are then outstanding. No interest will accrue on any
Class M Unpaid Interest Shortfall.
On each Distribution Date on which the Pool Distribution Amount equals or
exceeds the sum of (i) the Offered Class B Subclass Interest Amount for an
Offered Class B Subclass and (ii) all amounts senior in priority of payment to
the Offered Class B Subclass Interest Amount based on the priorities described
under "SUMMARY OF PROSPECTUS AND PROSPECTUS SUPPLEMENT--Priority of
Distributions," distributions in respect of interest to such Offered Class B
Subclass will equal its Offered Class B Subclass Interest Amount.
If, on any Distribution Date, the Pool Distribution Amount is less than the
sum of (i) the Offered Class B Subclass Interest Amount for an Offered Class B
Subclass and (ii) all amounts senior in priority of payment to such amount, the
amount of interest currently distributed on such Offered Class B Subclass will
equal the Pool Distribution Amount, net of all amounts distributable with a
higher order of priority as provided above under "SUMMARY OF PROSPECTUS AND
PROSPECTUS SUPPLEMENT--Priority of Distributions." Any Offered Class B Subclass
Unpaid Interest Shortfall will be added to the amount to be distributed to such
Offered Class B Subclass on subsequent Distribution Dates to the extent that the
Pool Distribution Amount is sufficient therefor and the related Offered Class B
Subclass is then outstanding. No interest will accrue on any Offered Class B
Subclass Unpaid Interest Shortfall.
If, on any Distribution Date, the Pool Distribution Amount is less than the
sum of all amounts distributable on the Class A, Unoffered Class A-IO, Class M
and Class B-1 CitiCertificates, then the Class B-2 CitiCertificates and the
Unoffered Class B CitiCertificates will not be entitled to receive any amounts
in respect of interest or principal. If, on any Distribution Date, the Pool
Distribution Amount is less than the sum of all amounts distributable on the
Class A, Unoffered Class A-IO, Class M, Class B-1 and Class B-2
CitiCertificates, then the Unoffered Class B CitiCertificates will not be
entitled to receive any amounts in respect of interest or principal. If, on any
Distribution Date, the Pool Distribution Amount is less than the sum of all
amounts distributable on the Class A and Unoffered Class A-IO CitiCertificates,
then the Class M and Class B CitiCertificates will not be entitled to receive
any amounts in respect of interest or principal.
DETERMINATION OF LIBOR
With respect to each Distribution Date, the LIBOR CitiCertificates will
bear interest at the rates described above under "SUMMARY OF PROSPECTUS AND
PROSPECTUS SUPPLEMENT--Distributions of Interest" and as determined by the
Trustee as described below. The Trustee will determine LIBOR and the amount of
interest accrued on the LIBOR CitiCertificates for a given LIBOR Accrual Period
on the second business day prior to the first day of such LIBOR Accrual Period
(a "LIBOR Determination Date"). For this purpose a "business day" is any day on
which banks in London and New York City are open for the transaction of
international business. The Stated Amount of and amount of interest accrued on
the LIBOR CitiCertificates in respect of $1,000 Initial Stated Amount thereof
applicable to the then current and the immediately preceding LIBOR Accrual
Periods may be obtained by telephoning the Trustee at its Corporate Trust Office
at (617) 664-5500.
With respect to any LIBOR Accrual Period (other than the initial LIBOR
Accrual Period), the determination of LIBOR will be made in accordance with the
following provisions:
(i) On each LIBOR Determination Date, the Trustee will determine LIBOR
as the arithmetic mean of the offered rates for deposits in U.S. dollars
having a maturity of one month as of approximately 11:00 a.m. (London
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time) on the LIBOR Determination Date in question, as such offered rates
appear on Telerate Page 3750 (as defined by reference to the International
Swap Dealers Association, Inc. 1991 ISDA Definitions).
(ii) If, on any LIBOR Determination Date, at least two offered rates
appear on Telerate Page 3750, LIBOR will be determined as the arithmetic
mean of such offered rates (rounded upward, if necessary, to the nearest
multiple of 1/16 of 1%) or, if only one such offered rate appears, LIBOR
shall be equal to such one offered rate.
(iii) If, on any LIBOR Determination Date, no rate appears on Telerate
Page 3750, LIBOR will be determined by the Trustee as follows:
(a) The Trustee will determine LIBOR on the basis of the rates on
such LIBOR Determination Date at approximately 11:00 A.M., London
time, at which deposits in U.S. dollars having a maturity of one month
in a principal amount of not less than U.S. $1,000,000 and
representative for a single transaction in such market at such time,
are offered to prime banks in the London interbank market for four
major banks in the London interbank market selected by the Trustee.
The Trustee will request the principal London office of each of such
banks to provide a quotation of its rate. If at least two such
quotations are provided, LIBOR for such LIBOR Determination Date will
be the arithmetic mean of such quotations. If fewer than two
quotations are provided, LIBOR for such LIBOR Determination Date will
be the arithmetic mean of the rates quoted at approximately 11:00
A.M., New York time, on such LIBOR Determination Date by three major
banks in The City of New York selected by the Trustee for loans in
U.S. dollars to leading European banks having a maturity of one month
in a principal amount of not less than U.S. $1,000,000 that is
representative for a single transaction in such market at such time.
(b) If the banks selected by the Trustee are not so quoting,
LIBOR will be LIBOR as determined on the preceding LIBOR Determination
Date (or, in the case of the first LIBOR Determination Date,
5.65625%).
DISTRIBUTIONS IN REDUCTION OF STATED AMOUNT
The Mortgage Loans will be divided into two groups: the "Discount Mortgage
Loans," which will be comprised of all Mortgage Loans with Note Rates, net of
the Servicing Fee (in each case, the "NNR"), of less than 6.75% and the "Premium
Mortgage Loans," which will be comprised of all Mortgage Loans with NNRs equal
to or greater than 6.75%.
Distributions in reduction of Stated Amount of the Class A CitiCertificates
will be made on each Distribution Date in an aggregate amount equal to the Class
A Principal Distribution Amount. The "Class A Principal Distribution Amount"
with respect to any Distribution Date will be equal to the amount of principal
distributed pursuant to clause (3) as set forth in the first paragraph under
"SUMMARY OF PROSPECTUS AND PROSPECTUS SUPPLEMENT--Priority of Distributions" in
an amount up to the Class A Optimal Principal Amount. Amounts distributed in
reduction of Stated Amount of any Class A Subclass will be allocated pro rata
among all CitiCertificates of such Class A Subclass.
The Class M CitiCertificates will be entitled to receive, on each
Distribution Date, an amount up to the Class M Optimal Distribution Amount for
each date, subject to the priorities and conditions set forth above under
"SUMMARY OF PROSPECTUS AND PROSPECTUS SUPPLEMENT--Priority of Distributions."
The "Class M Optimal Distribution Amount" for each Distribution Date shall equal
the sum of (i) the Class M Interest Amount, (ii) the Class M Unpaid Interest
Shortfall and (iii) the Class M Optimal Principal Amount.
The Class B CitiCertificates will be entitled, on each Distribution Date,
to the remaining portion, if any, of the applicable Pool Distribution Amount,
after payment of the Class A Interest Amount, the Distributable Unoffered Class
A-IO Interest Amount, any unreimbursed Class A Unpaid Interest Shortfall, any
unreimbursed Unoffered Class A-IO Unpaid Interest Shortfall, the Class A
Principal Distribution Amount, the Class M Optimal Distribution Amount and (to
the extent of Available PO Loss Funds) any Unpaid PO Loss Amounts for such date.
Amounts so distributed to Class B CitiCertificateholders will not be available
to cover delinquencies or Realized Losses in respect of subsequent Distribution
Dates.
Holders of the CitiCertificates of each Offered Class B Subclass will be
entitled to receive, on each Distribution Date, an amount up to the Offered
Class B Subclass Optimal Distribution Amount for such Class B Subclass for such
date, subject to the priorities and conditions set forth above under "SUMMARY OF
PROSPECTUS AND PROSPECTUS SUPPLEMENT--Priority of Distributions" in this
Prospectus Supplement. The "Offered Class B Subclass Optimal
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Distribution Amount" for each Distribution Date for each Class B Subclass shall
equal the sum of (i) the Offered Class B Subclass Interest Amount for such Class
B Subclass, (ii) the Offered Class B Subclass Unpaid Interest Shortfall for such
Class B Subclass and (iii) the Offered Class B Subclass Optimal Principal Amount
for such Class B Subclass. The aggregate of the Offered Class B Subclass Optimal
Distribution Amounts is the "Offered Class B Optimal Distribution Amount."
Holders of the Class A-8 CitiCertificates will be entitled to receive on
each Distribution Date, to the extent of the Pool Distribution Amount remaining
after payment of the Class A Interest Amount, the Distributable Unoffered Class
A-IO Interest Amount, any unreimbursed Class A Unpaid Interest Shortfall and any
unreimbursed Unoffered Class A-IO Unpaid Interest Shortfall, a distribution in
reduction of their Stated Amount in an amount equal to the Class A PO Principal
Amount. The "Class A PO Principal Amount" with respect to each Distribution Date
will be an amount equal to the sum of (i) the applicable PO Percentage of (A)
all scheduled payments of principal due on each outstanding Mortgage Loan
(including each defaulted Mortgage Loan, other than a Liquidated Loan, with
respect to which the related Mortgaged Property has been acquired by the Trust)
on the first day of the month in which the Distribution Date occurs, less (B) if
the Bankruptcy Coverage Termination Date has occurred, the principal portion of
Debt Service Reductions, (ii) the applicable PO Percentage of the Adjusted
Balance of each Mortgage Loan which, during the month preceding the month of
such Distribution Date was repurchased by the Issuer, as described in "APPENDIX
A: THE MORTGAGE LOANS AND CITIMORTGAGECERTIFICATES--Assignment of Loans" in the
Prospectus, (iii) the applicable PO Percentage of the aggregate net Liquidation
Proceeds on all Mortgage Loans that became Liquidated Loans during such
preceding month, less the amounts allocable to principal of any unreimbursed
advances previously made by the Servicer or the Trustee with respect to such
Liquidated Loans and the portion of the net Liquidation Proceeds allocable to
interest, (iv) the applicable PO Percentage of the Adjusted Balance of each
Mortgage Loan which was the subject of a principal prepayment in full during the
month preceding the month of such Distribution Date and (v) the applicable PO
Percentage of all partial principal prepayments received by the Servicer in the
month preceding the month in which such Distribution Date occurs. In addition,
holders of the Class A-8 CitiCertificates will be entitled to reimbursement, to
the extent of Available PO Loss Funds, of the "Unpaid PO Loss Amounts," which
shall equal the difference between (a) the sum of the PO Loss Amounts for that
and prior Distribution Dates and (b) amounts distributed in reimbursement of
Unpaid PO Loss Amounts on all prior Distribution Dates.
Holders of the Class A CitiCertificates (other than the Class A-8
CitiCertificates) will be entitled to receive on each Distribution Date, to the
extent of the Pool Distribution Amount remaining after payment of the Class A
Interest Amount, the Distributable Unoffered Class A-IO Interest Amount and any
unreimbursed Class A and Unoffered Class A-IO Unpaid Interest Shortfalls, a
distribution in reduction of the Stated Amount thereof in an amount equal to the
Class A Non-PO Principal Amount. The "Class A Non-PO Principal Amount" with
respect to each Distribution Date will be an amount equal to the sum of (i) the
Class A Percentage of the applicable Non-PO Percentage of (A) all scheduled
payments of principal due on each outstanding Mortgage Loan (including each
defaulted Mortgage Loan, other than a Liquidated Loan, with respect to which the
related Mortgaged Property has been acquired by the Trust) on the first day of
the month in which the Distribution Date occurs, less (B) if the Bankruptcy
Coverage Termination Date has occurred, the principal portion of Debt Service
Reductions, (ii) the Class A Prepayment Percentage of the applicable Non-PO
Percentage of the Adjusted Balance of each Mortgage Loan which, during the month
preceding the month of such Distribution Date was repurchased by the Issuer, as
described in "APPENDIX A: THE MORTGAGE LOANS AND CITIMORTGAGE
CERTIFICATES--Assignment of Loans" in the Prospectus, (iii) the Class A
Prepayment Percentage of the applicable Non-PO Percentage of the aggregate net
Liquidation Proceeds on all Mortgage Loans that became Liquidated Loans during
such preceding month, less the amounts allocable to principal of any
unreimbursed advances previously made by the Servicer or the Trustee with
respect to such Liquidated Loans and the portion of the net Liquidation Proceeds
allocable to interest, (iv) the Class A Prepayment Percentage of the applicable
Non-PO Percentage of the Adjusted Balance of each Mortgage Loan which was the
subject of a principal prepayment in full during the month preceding the month
of such Distribution Date and (v) the Class A Prepayment Percentage of the
applicable Non-PO Percentage of all partial principal prepayments received by
the Servicer in the month preceding the month in which such Distribution Date
occurs.
The "Class A Optimal Principal Amount" with respect to each Distribution
Date will be equal to the sum of the Class A PO Principal Amount and the Class A
Non-PO Principal Amount with respect to such Distribution Date. With respect to
each Discount Mortgage Loan, the "PO Percentage" is equal to a fraction,
expressed as a percentage, the numerator of which is 6.75% minus the NNR of such
Mortgage Loan and the denominator of which is 6.75%; with
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respect to each Premium Mortgage Loan, the PO Percentage is 0%. With respect to
each Mortgage Loan, the "Non-PO Percentage" is equal to 100% minus the related
PO Percentage; therefore, for each Premium Mortgage Loan the Non-PO Percentage
is 100%.
On each Distribution Date prior to the Subordination Depletion Date, the
Class A Principal Distribution Amount will be allocated among and distributed in
reduction of the Stated Amount of the Class A Subclasses on each Distribution
Date sequentially as follows:
I. The Class A PO Principal Amount for such Distribution Date will be
allocated to the Class A-8 CitiCertificates until the Stated Amount thereof
has been reduced to zero;
II. The Class A Non-PO Principal Amount will be allocated sequentially
as follows:
A. the Class A-3 Priority Amount for such Distribution Date will
be allocated to the Class A-3 CitiCertificates, until the Stated
Amount thereof has been reduced to zero;
B. concurrently as follows:
(i) approximately 82.53361049951% to the Class A-1
CitiCertificates, until the Stated Amount thereof has been
reduced to zero;
(ii) approximately 17.46638950049% sequentially as follows:
first, to the Class A-4 CitiCertificates, until the
Stated Amount thereof has been reduced to zero;
second, to the Class A-5 CitiCertificates, until the
Stated Amount thereof has been reduced to zero;
third, to the Class A-6 CitiCertificates, until the
Stated Amount thereof has been reduced to zero;
C. concurrently as follows:
(i) approximately 74.99999901623% to the Class A-2
CitiCertificates, until the Stated Amount thereof has been
reduced to zero;
(ii) approximately 25.00000098377% to the Class A-7
CitiCertificates, until the Stated Amount thereof has been
reduced to zero; and
D. to the Class A-3 CitiCertificates, until the Stated Amount
thereof has been reduced to zero.
The "Class A-3 Priority Amount" for any Distribution Date means the lesser
of (i) the Stated Amount of the Class A-3 CitiCertificates and (ii) the sum of
(A) the product of (1) the Class A-3 Percentage and (2) the Scheduled Principal
Amount and (B) the product of (1) the Class A-3 Percentage, (2) the Class A-3
Prepayment Shift Percentage and (3) the Unscheduled Principal Amount.
The "Class A-3 Percentage" means the lesser of (A) 100% and (B) the Stated
Amount of the Class A-3 CitiCertificates divided by the Non-PO Pool Adjusted
Balance.
The "Class A-3 Prepayment Shift Percentage" for any Distribution Date will
be the percentage indicated below:
CLASS A-3
PREPAYMENT
DISTRIBUTION DATE OCCURRING IN SHIFT PERCENTAGE
- ------------------------------ -----------------
October 1998 through September 2003 ....................... 0%
October 2003 through September 2004 ....................... 30%
October 2004 through September 2005 ....................... 40%
October 2005 through September 2006 ....................... 60%
October 2006 through September 2007 ....................... 80%
October 2007 and thereafter ............................... 100%
The "Scheduled Principal Amount" means the sum for each outstanding
Mortgage Loan (including each defaulted Mortgage Loan, other than a Liquidated
Loan, with respect to which the related Mortgaged Property has been acquired by
the Trust) of the amount described in clause (i) of the definition of "Class A
Non-PO Principal Amount," but without that amount being multiplied by the Class
A Percentage.
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The "Unscheduled Principal Amount" means the sum for each outstanding
Mortgage Loan (including each defaulted Mortgage Loan, other than a Liquidated
Loan, with respect to which the related Mortgaged Property has been acquired by
the Trust) of the sum of the amounts described in clauses (ii), (iii), (iv) and
(v) of the definition of "Class A Non-PO Principal Amount," but without that
amount being multiplied by the Class A Prepayment Percentage.
The principal balance of the Class A CitiCertificates will be reduced on
any Distribution Date by each Class A Subclass's share of Excess Special Hazard
Losses, Excess Fraud Losses and Excess Bankruptcy Losses. See "--Subordination"
below.
The "Class M Optimal Principal Amount" with respect to each Distribution
Date will be an amount equal to the sum of (i) the Class M Percentage of the
applicable Non-PO Percentage of (A) all scheduled payments of principal due on
each outstanding Mortgage Loan (including each defaulted Mortgage Loan, other
than a Liquidated Loan, with respect to which the related Mortgaged Property has
been acquired by the Trust) on the first day of the month in which the
Distribution Date occurs, less (B) if the Bankruptcy Coverage Termination Date
has occurred, the principal portion of Debt Service Reductions, (ii) the Class M
Prepayment Percentage of the applicable Non-PO Percentage of the Adjusted
Balance of each Mortgage Loan which, during the month preceding the month of
such Distribution Date, was repurchased by the Issuer, as described in "APPENDIX
A: THE MORTGAGE LOANS AND CITIMORTGAGE CERTIFICATES--Assignment of Loans" in the
Prospectus, (iii) the Class M Prepayment Percentage of the applicable Non-PO
Percentage of the aggregate net Liquidation Proceeds on all Mortgage Loans that
became Liquidated Loans during such preceding month, less the amounts allocable
to principal of any unreimbursed advances previously made by the Servicer or the
Trustee with respect to such Liquidated Loans and the portion of the net
Liquidation Proceeds allocable to interest, (iv) the Class M Prepayment
Percentage of the applicable Non-PO Percentage of the Adjusted Balance of each
Mortgage Loan which was the subject of a principal prepayment in full during the
month preceding the month of such Distribution Date and (v) the Class M
Prepayment Percentage of the applicable Non-PO Percentage of all partial
principal prepayments received by the Servicer in the month preceding the month
in which such Distribution Date occurs.
The "Offered Class B Subclass Optimal Principal Amount" with respect to
each Distribution Date for a particular Class B Subclass will be an amount equal
to the sum of (i) the Offered Class B Subclass Percentage for such Class B
Subclass of the applicable Non-PO Percentage of (A) all scheduled payments of
principal due on each outstanding Mortgage Loan (including each defaulted
Mortgage Loan, other than a Liquidated Loan, with respect to which the related
Mortgaged Property has been acquired by the Trust) on the first day of the month
in which the Distribution Date occurs, less (B) if the Bankruptcy Coverage
Termination Date has occurred, the principal portion of Debt Service Reductions,
(ii) the Offered Class B Subclass Prepayment Percentage for such Offered Class B
Subclass of the applicable Non-PO Percentage of the Adjusted Balance of each
Mortgage Loan which, during the month preceding the month of such Distribution
Date was repurchased by the Issuer, (iii) the Offered Class B Subclass
Prepayment Percentage for such Offered Class B Subclass of the applicable Non-PO
Percentage of the aggregate net Liquidation Proceeds on all Mortgage Loans that
became Liquidated Loans during such preceding month, less the amounts allocable
to principal of any unreimbursed advances previously made by the Servicer or the
Trustee with respect to such Liquidated Loans and the portion of the net
Liquidation Proceeds allocated to interest, (iv) the Offered Class B Subclass
Prepayment Percentage for such Offered Class B Subclass of the applicable Non-PO
Percentage of the Adjusted Balance of each Mortgage Loan which was the subject
of a principal prepayment in full during the month preceding the month of such
Distribution Date and (v) the Offered Class B Subclass Prepayment Percentage for
such Offered Class B Subclass of the applicable Non-PO Percentage of all partial
principal prepayments received by the Servicer in the month preceding the month
in which such Distribution Date occurs.
In addition to the foregoing, in the event that there is any recovery of an
amount in respect of principal which had previously been allocated as a Realized
Loss, the amount of such recovery will be allocated among the then outstanding
CitiCertificates first to the Class A CitiCertificates, to the extent, in the
manner and up to the amount of any unreimbursed Realized Losses allocated to the
Class A CitiCertificates, then to the Class M CitiCertificates and then to the
Class B CitiCertificates. As among the Class B Subclasses, the amount of the
recovery remaining after any allocation thereof to the Class A and Class M
CitiCertificates will be allocated first to the Class B-1 CitiCertificates,
second to the Class B-2 CitiCertificates, in each case to the extent and up to
the amount of any unreimbursed Realized Losses allocated to such Class B
Subclass, and then, in like manner, to the remaining Class B Subclasses.
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A "Liquidated Loan" is a Mortgage Loan with respect to which the Servicer
has determined that all recoverable liquidation and insurance proceeds have been
received or the Issuer has accepted payment by a Mortgagor in consideration for
the release of the Mortgage in an amount equal to less than the outstanding
principal balance of the Mortgage Loan as a result of a determination that
liquidation expenses for such Mortgage Loan would exceed the amount by which the
cash portion of such payment is less than the outstanding principal balance of
such Mortgage Loan.
A "Liquidated Loan Loss" on a Liquidated Loan is equal to the excess, if
any, of (i) the unpaid principal balance of such Liquidated Loan, plus interest
thereon in accordance with the amortization schedule at the Note Rate through
the last day of the month in which such Mortgage Loan was liquidated, over (ii)
net Liquidation Proceeds. For purposes of calculating the amount of any
Liquidated Loan Loss, all net Liquidation Proceeds (after reimbursement to the
Servicer and the Trustee for any previously unreimbursed related advances and
related liquidation expenses) will be applied first to accrued interest and then
to the unpaid principal balance of the Liquidated Loan. "Liquidation Proceeds"
are all amounts received by the Servicer in connection with the liquidation of
defaulted Mortgage Loans or property acquired in respect thereof. A "Special
Hazard Loss" is a Liquidated Loan Loss occurring as a result of a Special
Hazard. "Special Hazards" are all risks of direct physical loss or damage which
occur from any cause excluding (a) the extraordinary events referred to in the
last paragraph under "--Subordination--Allocation of Losses" and (b) any risk of
direct physical loss or damage that is insured against under either (i) the
Mortgagor's homeowner's policy, fire insurance policy, flood insurance (if
otherwise required) and extended coverage policies (if any), as required to be
maintained pursuant to the applicable Mortgage Loan or (ii) hazard insurance
with respect to such Mortgaged Property which is required to be maintained by
the Servicer under the Pooling Agreement. A "Fraud Loss" is a Liquidated Loan
Loss incurred on a Liquidated Loan as to which there was fraud in the
origination of such Mortgage Loan. A "Bankruptcy Loss" is a loss attributable to
certain actions which may be taken by a bankruptcy court in connection with a
Mortgage Loan, including a reduction by a bankruptcy court of the principal
balance of or the interest rate on a Mortgage Loan or an extension of its
maturity. A "Debt Service Reduction" means a reduction in the amount of monthly
payments due to certain bankruptcy proceedings, but does not include any
permanent forgiveness of principal. A "Deficient Valuation" with respect to a
Mortgage Loan means a valuation by a court of the Mortgaged Property in an
amount less than the outstanding indebtedness under the Mortgage Loan or any
reduction in the amount of monthly payments that result in a permanent
forgiveness of principal, which valuation or reduction results from a bankruptcy
proceeding. Liquidated Loan Losses (including Special Hazard Losses and Fraud
Losses) and Bankruptcy Losses are referred to herein as "Realized Losses."
The "Class A Percentage" for any Distribution Date occurring prior to the
Subordination Depletion Date is the percentage, which in no event will exceed
100%, obtained by dividing the Class A Stated Amount (after subtracting the
Stated Amount of the Class A-8 CitiCertificates) by the Non-PO Pool Adjusted
Balance, both as of the immediately preceding Distribution Date (after taking
into account distributions in reduction of Stated Amount and the allocation of
any losses on such date). The Class A Percentage for the first Distribution Date
is expected to be between 94.99% and 96.99%. The Class A Percentage will
decrease as a result of the allocation of certain unscheduled payments in
respect of principal according to the Class A Prepayment Percentage for a
specified period to the Class A CitiCertificates and will increase as a result
of the allocation of Realized Losses to the Subordinated CitiCertificates.
The "Class A Prepayment Percentage" for any Distribution Date occurring
during the five years beginning on the first Distribution Date will, except as
provided below, equal 100%. Thereafter, the Class A Prepayment Percentage will
be subject to gradual reduction as described in the following paragraph. This
disproportionate allocation of certain unscheduled payments in respect of
principal will have the effect of accelerating the amortization of the Class A
CitiCertificates (other than the Class A-3 and Class A-8 CitiCertificates)
while, in the absence of Realized Losses, increasing the respective interest in
the Trust evidenced by the Class M and Class B CitiCertificates. Increasing the
respective interest of the Class M and Class B CitiCertificates relative to that
of the Class A CitiCertificates is intended to preserve the availability of the
subordination provided by the Class M and Class B CitiCertificates. See
"--Subordination" below.
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The Class A Prepayment Percentage for any Distribution Date occurring
during the periods set forth below will be as follows:
PERIOD (DATES INCLUSIVE) CLASS A PREPAYMENT PERCENTAGE
----------------------- -----------------------------
October 2003-September 2004 .......... Class A Percentage plus 70% of the
Subordinated CitiCertificate Percentage
October 2004-September 2005 .......... Class A Percentage plus 60% of the
Subordinated CitiCertificate Percentage
October 2005-September 2006 .......... Class A Percentage plus 40% of the
Subordinated CitiCertificate Percentage
October 2006-September 2007 .......... Class A Percentage plus 20% of the
Subordinated CitiCertificate Percentage
October 2007 and thereafter .......... Class A Percentage
Notwithstanding the foregoing, if the Class A Percentage on any
Distribution Date exceeds the initial Class A Percentage, the Class A Prepayment
Percentage for such Distribution Date will once again equal 100%. See
"--Prepayment and Yield Considerations" herein and "PREPAYMENT AND YIELD
CONSIDERATIONS" in the Prospectus.
In addition, no reduction of the Class A Prepayment Percentage will occur
on a Distribution Date unless the following tests are satisfied: (i) as of the
first Distribution Date as to which any such reduction applies, either (A) the
Adjusted Balance of the Mortgage Loans delinquent 60 days or more (including,
for this purpose, Mortgage Loans in foreclosure and real estate owned by the
Trust as a result of Mortgagor default) averaged over the last six months, as a
percentage of the sum of the Class M Stated Amount and the Class B Stated Amount
averaged over the last six months, is less than 50% or (B) the Adjusted Balance
of such delinquent Mortgage Loans averaged over such period, as a percentage of
the Adjusted Balance of all Mortgage Loans averaged over such period, is less
than 2%, and (ii) cumulative Realized Losses with respect to the Mortgage Loans
are less than (a) with respect to each Distribution Date in October 2003 through
September 2004, inclusive, 30% of the aggregate Initial Stated Amount of the
Class M and Class B CitiCertificates (the "Original Subordinated Stated
Amount"), (b) with respect to each Distribution Date in October 2004 through
September 2005, inclusive, 35% of the Original Subordinated Stated Amount, (c)
with respect to each Distribution Date in October 2005 through September 2006,
inclusive, 40% of the Original Subordinated Stated Amount, (d) with respect to
each Distribution Date in October 2006 through September 2007, inclusive, 45% of
the Original Subordinated Stated Amount, and (e) with respect to each
Distribution Date in October 2007 and thereafter, 50% of the Original
Subordinated Stated Amount.
The "Subordinated CitiCertificate Percentage" for any Distribution Date
will be calculated as the difference between 100% and the Class A Percentage for
such date. The Subordinated CitiCertificate Percentage on the Closing Date is
expected to be between 3.01% and 5.01%.
The "Subordinated Prepayment Percentage" for any Distribution Date will be
calculated as the difference between 100% and the Class A Prepayment Percentage
for each date.
The "Class M Percentage" shall be equal to the percentage calculated by
multiplying (i) the Subordinated CitiCertificate Percentage by (ii) a fraction,
the numerator of which is the Class M Stated Amount and the denominator of which
is the sum of the Class M Stated Amount and the Class B Subclass Stated Amount
of each Class B Subclass eligible to receive distributions in reduction of
Stated Amount, each as of the immediately preceding Distribution Date (after
taking into account distributions in reduction of Stated Amount and the
allocation of losses on such date).
The "Class M Prepayment Percentage" shall be equal to the percentage
calculated by multiplying (i) the Subordinated Prepayment Percentage by (ii) a
fraction, the numerator of which is the Class M Stated Amount and the
denominator of which is the sum of the Class M Stated Amount and the Class B
Subclass Stated Amount of each Class B Subclass eligible to receive
distributions in reduction of Stated Amount, each as of the immediately
preceding Distribution Date (after taking into account distributions in
reduction of Stated Amount and the allocation of losses on such date).
The "Class B Percentage" for any Distribution Date will be calculated as
the difference between the Subordinated CitiCertificate Percentage and the Class
M Percentage.
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The "Class B Prepayment Percentage" for any Distribution Date will be
calculated as the difference between the Subordinated Prepayment Percentage and
the Class M Prepayment Percentage.
The "Offered Class B Subclass Percentage" for each Offered Class B Subclass
shall be equal to, on any Distribution Date, the percentage calculated by
multiplying (i) the Class B Percentage by (ii) a fraction, the numerator of
which is the Offered Class B Subclass Stated Amount of such Offered Class B
Subclass and the denominator of which is the aggregate Stated Amounts of the
Class B Subclasses (eligible to receive distributions in reduction of Stated
Amount for such Distribution Date), each as of the immediately preceding
Distribution Date (after taking into account distributions in reduction of
Stated Amount and the allocation of any losses on such date); provided that in
the event a particular Offered Class B Subclass is ineligible to receive
distributions in reduction of Stated Amount on such Distribution Date, its
Offered Class B Subclass Percentage will be 0% for such Distribution Date.
The "Offered Class B Subclass Prepayment Percentage" for each Offered Class
B Subclass shall be equal to, on any Distribution Date, the percentage
calculated by multiplying (i) the Class B Prepayment Percentage by (ii) a
fraction, the numerator of which is the Stated Amount of such Offered Class B
Subclass and the denominator of which is the aggregate Stated Amounts of the
Class B Subclasses (eligible to receive distributions in reduction of Stated
Amount for such Distribution Date), each as of the immediately preceding
Distribution Date (after taking into account distribution in reduction of Stated
Amount and the allocation of any losses on such date); provided that in the
event an Offered Class B Subclass is ineligible to receive distributions in
reduction of Stated Amount on such Distribution Date, such Offered Class B
Subclass Prepayment Percentage will be 0% for such Distribution Date.
In the event that on any Distribution Date, the Current Class M
Subordination Level is less than the original Class M Subordination Level, then
the Class B CitiCertificates will not be entitled to any distributions in
reduction of Stated Amount on such Distribution Date and all of such
distributions will instead be allocated in reduction of the Stated Amount of the
Class M CitiCertificates. The original Class M Subordination Level is expected
to be between 1.15% and 3.15%.
In the event that on any Distribution Date, the Current Class M
Subordination Level equals or exceeds its original percentage but the Current
Class B-1 Subordination Level is less than the original Class B-1 Subordination
Level, then the Class B-2, Class B-3, Class B-4 and Class B-5 CitiCertificates
will not be entitled to any distributions in reduction of Stated Amount on such
Distribution Date and all of such distributions will instead be allocated in
reduction of the Stated Amount of the Class M and Class B-1 CitiCertificates.
The original Class B-1 Subordination Level is expected to be between 0.75% and
1.75%.
In the event that on any Distribution Date, the Current Class M and Class
B-1 Subordination Levels equal or exceed their original percentages but the
Current Class B-2 Subordination Level is less than the original Class B-2
Subordination Level, then the Class B-3, Class B-4 and Class B-5
CitiCertificates will not be entitled to any distributions in reduction of
Stated Amount on such Distribution Date, and all of such distributions will
instead be allocated in reduction of the Stated Amounts of the Class M, Class
B-1 and Class B-2 CitiCertificates. The original Class B-2 Subordination Level
is expected to be between 0.60% and 1.00%.
In the event that on any Distribution Date, the Current Class M, Class B-1
and Class B-2 Subordination Levels equal or exceed their original percentages
but the Current Class B-3 Subordination Level is less than the original Class
B-3 Subordination Level, then the Class B-4 and Class B-5 CitiCertificates will
not be entitled to any distributions in reduction of Stated Amount on such
Distribution Date, and all of such distributions will instead be allocated in
reduction of the Stated Amounts of the Class M, Class B-1, Class B-2 and Class
B-3 CitiCertificates. The original Class B-3 Subordination Level is expected to
be between 0.25% and 0.65%.
In the event that on any Distribution Date, the Current Class M, Class B-1,
Class B-2 and Class B-3 Subordination Levels equal or exceed their original
percentages but the Current Class B-4 Subordination Level is less than the
original Class B-4 Subordination Level, then the Class B-5 CitiCertificates will
not be entitled to any distributions in reduction of Stated Amount on such
Distribution Date, and all of such distributions will instead be allocated in
reduction of the Stated Amounts of the Class M, Class B-1, Class B-2, Class B-3
and Class B-4 CitiCertificates. The original Class B-4 Subordination Level is
expected to be between 0.10% and 0.40%.
On any Distribution Date on which the Stated Amounts of the Class M and
Class B CitiCertificates have been reduced to zero, the Class A Non-PO Principal
Amount will be distributed pro rata to each Class A Subclass (other than the
Class A-8 CitiCertificates) notwithstanding the priorities described above.
Under the circumstances described in this paragraph, the amount allocated to
each such Class A Subclass will be distributed pro rata among holders of
CitiCertificates of such Class A Subclass.
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SUBORDINATION
The rights of holders of the Class M CitiCertificates to receive
distributions with respect to the Mortgage Loans will be subordinated to such
rights of holders of Class A and Unoffered Class A-IO CitiCertificates to the
extent described below, the rights of holders of the Class B CitiCertificates to
receive distributions with respect to the Mortgage Loans will be subordinated to
such rights of holders of Class A, Unoffered Class A-IO and Class M
CitiCertificates to the extent described below and the rights of the holders of
the Class B Subclasses with numerically higher designations to receive
distributions with respect to the Mortgage Loans will be subordinated to such
rights of holders of Class B Subclasses with numerically lower designations to
the extent described below. This subordination is intended to enhance the
likelihood of timely receipt by holders of the Class A and Unoffered Class A-IO
CitiCertificates (to the extent of the subordination of the Class M and Class B
CitiCertificates), the Class M CitiCertificates (to the extent of the
subordination of the Class B CitiCertificates) and the Class B Subclasses with
numerically lower numbers (to the extent of the subordination of the Class B
Subclasses with numerically higher designations) of the full amount of their
scheduled monthly payments of interest and principal and to afford protection
against Realized Losses, as more fully described below. If Realized Losses
exceed the credit support provided through subordination to the Class A,
Unoffered Class A-IO or Class M CitiCertificates or numerically lower Class B
Subclasses, as the case may be, or if Excess Special Hazard Losses, Excess Fraud
Losses or Excess Bankruptcy Losses occur, all or a portion of such losses will
be borne by such Class A, Unoffered Class A-IO, Class M or Class B
CitiCertificates, as the case may be, as are then outstanding.
The protection afforded to holders of the Class A and Unoffered Class A-IO
CitiCertificates by means of the subordination feature will be accomplished by
the preferential right of such holders to receive, prior to any distribution
being made on a Distribution Date in respect of the Class M and Class B
CitiCertificates, the amounts in reduction of Stated Amount and of interest due
the Class A and Unoffered Class A-IO CitiCertificateholders on each Distribution
Date out of the Pool Distribution Amount with respect to such date and, if
necessary, by the right of such holders to receive future distributions on the
Mortgage Loans that would otherwise have been payable to holders of Class M and
Class B CitiCertificates.
The Class M CitiCertificates will be entitled, on each Distribution Date,
to the remaining portion, if any, of the applicable Pool Distribution Amount,
after payment of the Class A Interest Amount, the Distributable Unoffered Class
A-IO Interest Amount, any unreimbursed Class A and Unoffered Class A-IO Unpaid
Interest Shortfall, the Class A Optimal Principal Amount and (to the extent
described herein) any Unpaid PO Loss Amounts. Amounts so distributed to Class M
CitiCertificateholders will not be available to cover delinquencies or Realized
Losses in respect of subsequent Distribution Dates.
The Class B CitiCertificates will be entitled, on each Distribution Date,
to the remaining portion, if any, of the applicable Pool Distribution Amount,
after payment of the Class A Interest Amount, the Distributable Unoffered Class
A-IO Interest Amount, any unreimbursed Class A and Unoffered Class A-IO Unpaid
Interest Shortfall, the Class A Optimal Principal Amount, the Class M Interest
Amount, any unreimbursed Class M Unpaid Interest Shortfall, the Class M Optimal
Principal Amount and (to the extent described herein) any Unpaid PO Loss
Amounts. Amounts so distributed to Class B CitiCertificateholders will not be
available to cover delinquencies or Realized Losses in respect of subsequent
Distribution Dates.
The protection afforded to holders of the Class B Subclasses with
numerically lower designations by means of the subordination feature will be
accomplished by the preferential right of such holders to receive, prior to any
distribution being made on a Distribution Date in respect of the Class B
Subclasses with numerically higher designations, the amounts in reduction of
Stated Amount and of interest due the holders of Class B Subclasses with
numerically lower designations on each Distribution Date out of the Pool
Distribution Amount with respect to such date (after all required payments to
Class A, Unoffered Class A-IO and Class M CitiCertificates and any Class B
Subclasses with a numerically lower designation have been made) and, if
necessary, by the right of such holders to receive future distributions on the
Mortgage Loans that would otherwise have been payable to holders of the Class B
Subclasses with numerically higher designations.
The Class B Subclasses with numerically higher designations will be
entitled, on each Distribution Date, to the remaining portion, if any, of the
applicable Pool Distribution Amount, after payment of the Class A Interest
Amount, the Distributable Unoffered Class A-IO Interest Amount, any unreimbursed
Class A and Unoffered Class A-IO Unpaid Interest Shortfall, the Class A Optimal
Principal Amount, the Class M Interest Amount, any unreimbursed
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<PAGE>
Class M Unpaid Interest Shortfall, the Class M Optimal Principal Amount, any
Unpaid PO Loss Amounts (but only to extent of Available PO Loss Funds) and any
distributions in reduction of Stated Amount or interest as to which a Class B
Subclass with a lower numerical designation is due on such date. Amounts so
distributed to such Class B CitiCertificateholders will not be available to
cover delinquencies or Realized Losses in respect of subsequent Distribution
Dates.
Allocation of Losses
For any Distribution Date, any "Non-PO Loss Amount" shall be equal to the
applicable Non-PO Percentage of each Realized Loss (other than an Excess Special
Hazard Loss, Excess Fraud Loss or Excess Bankruptcy Loss) on a Mortgage Loan.
Non-PO Loss Amounts will not be allocated to holders of the Class A
CitiCertificates until the date on which the amount of principal payments on the
Mortgage Loans to which holders of the Class M and Class B CitiCertificates are
entitled has been reduced to zero (the "Subordination Depletion Date"). PO Loss
Amounts will be allocated to the Class A-8 CitiCertificates until the Stated
Amount thereof has been reduced to zero. However, until the Subordination
Depletion Date, PO Loss Amounts will ultimately be borne first by the Class B
Subclasses in reverse numerical order and then by the Class M CitiCertificates,
since such losses are reimbursable from certain funds otherwise distributable on
the Class B and Class M CitiCertificates.
The subordination of the Unoffered Class B CitiCertificates in favor of the
Class A, Unoffered Class A-IO, Class M and Offered Class B CitiCertificates,
that of the Class B-2 CitiCertificates in favor of the Class A, Unoffered Class
A-IO, Class M and Class B-1 CitiCertificates, that of the Class B-1
CitiCertificates in favor of the Class A, Unoffered Class A-IO and Class M
CitiCertificates, and that of the Class M CitiCertificates in favor of the Class
A and Unoffered Class A-IO CitiCertificates, is effected by the allocation of
Non-PO Loss Amounts first to the Unoffered Class B CitiCertificates, second to
the Class B-2 CitiCertificates, third to the Class B-1 CitiCertificates and then
to the Class M CitiCertificates, until, in each case, the respective Unoffered
Class B Stated Amount, Class B-2 Stated Amount, Class B-1 Stated Amount and
Class M Stated Amount have been reduced to zero. Non-PO Loss Amounts will be
allocated to the Class M CitiCertificates only after the Stated Amount of the
Class B CitiCertificates has been reduced to zero. Non-PO Loss Amounts will be
allocated to the Class B-1 CitiCertificates only after the Stated Amounts of the
Class B-2 and Unoffered Class B CitiCertificates have been reduced to zero and
Non-PO Loss Amounts will be allocated to the Class B-2 CitiCertificates only
after the Stated Amount of the Unoffered Class B CitiCertificates has been
reduced to zero. The effect of such allocation of Non-PO Loss Amounts (other
than Excess Special Hazard Losses, Excess Fraud Losses or Excess Bankruptcy
Losses) to the Unoffered Class B CitiCertificates and then to the Offered Class
B CitiCertificates will be to reduce future distributions to such Class B
CitiCertificates, and in particular to the Unoffered Class B CitiCertificates,
and to increase the relative portion of distributions allocable to the Class A,
Unoffered Class A-IO and Class M CitiCertificates and the Offered Class B
CitiCertificates. After the Subordination Depletion Date, the Class A and
Unoffered Class A-IO CitiCertificates will bear all Realized Losses.
The allocation of the principal portion of Realized Losses (other than a
Debt Service Reduction, Excess Special Hazard Losses, Excess Fraud Losses and
Excess Bankruptcy Losses) will be effected, as a result of the priority of
distributions described above, by the adjustment of the Stated Amount of the
most subordinate of the Class B Subclasses then outstanding (that is, the Stated
Amount of the Class B Subclasses in reverse numerical order), and then to the
Class M CitiCertificates, in such amounts as are necessary to cause the sum of
the Class A Stated Amount, the Class M Stated Amount and the Class B Stated
Amount to equal the Pool Adjusted Balance.
The interest portion of any Realized Loss occurring on or after the
Subordination Depletion Date will be allocated among the outstanding Class A
Subclasses and the Unoffered Class A-IO CitiCertificates, in the manner
described in the second succeeding paragraph. The principal portion of any
Realized Losses occurring on or after the Subordination Depletion Date will be
allocated as follows: the applicable PO Percentage of any Realized Loss will be
allocated to the Class A-8 CitiCertificates and the Non-PO Percentage of any
Realized Loss will be allocated among the other outstanding Class A Subclasses.
Allocations of (i) the principal portion of Debt Service Reductions prior
to the Bankruptcy Termination Date, (ii) the interest portion of Realized Losses
(other than Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses) and (iii) any interest shortfalls resulting from
delinquencies for which neither the Servicer nor the Trustee advances will
result from the priority of distribution of the Pool Distribution Amount first
to the Class A and
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Unoffered Class A-IO CitiCertificates as described below,
second to the Class M CitiCertificates, third to the Class B-1 CitiCertificates,
fourth to the Class B-2 CitiCertificates and finally to the Unoffered Class B
CitiCertificates.
The principal portion of any Excess Special Hazard Losses, Excess Fraud
Losses or Excess Bankruptcy Losses will be allocated as follows: the applicable
PO Percentage of such Realized Losses shall be allocated to the Class A-8
CitiCertificates and the applicable Non-PO Percentage of such Realized Losses
shall be allocated on a pro rata basis among the Class A Subclasses (other than
the Class A-8 CitiCertificates) and the Class M and Class B CitiCertificates
based on the aggregate Stated Amount of each such Class or Subclass. The
interest portion of such losses with respect to the Mortgage Loans will be
allocated pro rata among the Classes of CitiCertificates based on accrued
interest on each such Class. Any interest losses so allocated to the Class A
CitiCertificates will be allocated among the outstanding Class A Subclasses
(other than the Class A-8 CitiCertificates) pro rata based on interest accrued.
Any losses allocated to a particular Class A Subclass will be allocated among
the outstanding CitiCertificates within such Class A Subclass pro rata in
accordance with their respective Stated Amount. Any losses so allocated to the
Unoffered Class A-IO or Class M CitiCertificates will be allocated among the
outstanding Unoffered Class A-IO or Class M CitiCertificates, as the case may
be, in accordance with their notional amount or respective Stated Amount, as the
case may be. Any losses so allocated to the Class B CitiCertificates will be
allocated among the outstanding Class B Subclasses pro rata in accordance with
their then outstanding Class B Subclass Stated Amounts with respect to the
principal portion of such losses and the amounts of interest accrued with
respect to the interest portion of such losses, and among the outstanding
CitiCertificates within each Class B Subclass pro rata in accordance with their
respective Stated Amounts.
The interest portion of Excess Special Hazard Losses, Excess Fraud Losses
and Excess Bankruptcy Losses allocable to the CitiCertificates will be allocated
by reducing the applicable amount of accrued interest payable on the Class A,
Unoffered Class A-IO, Class M and Class B CitiCertificates.
As described above, the Pool Distribution Amount for any Distribution Date
will include current receipts (other than certain unscheduled payments and
recoveries in respect of principal) from the Mortgage Loans otherwise payable to
holders of the Class M and Class B CitiCertificates. In general, if the Pool
Distribution Amount is not sufficient to cover the amount of the Class A Optimal
Principal Amount on a particular Distribution Date (other than with respect to
the Class A-8 CitiCertificates), the percentage of principal payments on the
Mortgage Loans to which holders of the Class A CitiCertificates (other than
Class A-8 CitiCertificates) will be entitled (i.e., the Class A Percentage) on
and after the next Distribution Date will be proportionately increased, thereby
reducing, as a relative matter, the respective interest of the Class M and Class
B CitiCertificates in future payments of principal on the Mortgage Loans. Such a
shortfall could occur, for example, if a considerable number of Mortgage Loans
were to become Liquidated Loans in a particular month.
Special Hazard Losses will be allocated first to the Class B Subclasses in
reverse numerical order, and then to the Class M CitiCertificates, but only
prior to the Special Hazard Termination Date. The "Special Hazard Termination
Date" will be the date on which such Special Hazard Losses exceed the Special
Hazard Loss Amount (or, if earlier, the Subordination Depletion Date). On the
Closing Date, the "Special Hazard Loss Amount" with respect thereto will be
equal to approximately 1.34% of the Initial Mortgage Loan Balance. As of any
Distribution Date, the Special Hazard Loss Amount will equal the initial Special
Hazard Loss Amount less the sum of (A) any Special Hazard Losses since the
Cut-Off Date and (B) the Adjustment Amount. The "Adjustment Amount" on each
anniversary of the Cut-Off Date will be equal to the amount, if any, by which
the Special Hazard Amount, without giving effect to the deduction of the
Adjustment Amount for such anniversary, exceeds the greater of (i) 1.00% (or, if
greater than 1.00%, the highest percentage of Mortgage Loans by principal
balance in any California ZIP code) times the Pool Adjusted Balance on such
anniversary and (ii) twice the Adjusted Balance of the single Mortgage Loan
having the largest Adjusted Balance. Special Hazard Losses in excess of the
Special Hazard Loss Amount are "Excess Special Hazard Losses."
Fraud Losses will be allocated first to the Class B Subclasses in reverse
numerical order, and then to the Class M CitiCertificates, but only prior to the
Fraud Coverage Termination Date. The "Fraud Coverage Termination Date" will be
the date on which such Fraud Losses exceed the Fraud Loss Amount (or, if
earlier, the Subordination Depletion Date). On the Closing Date, the "Fraud Loss
Amount" with respect thereto will be equal to approximately 1.00% of the Initial
Mortgage Loan Balance. On each Distribution Date thereafter, the Fraud Loss
Amount will equal (X) prior to the second anniversary of the Cut-Off Date an
amount equal to the initial Fraud Loss Amount minus the aggregate amount of
Fraud Losses since the Cut-Off Date up to the related Determination Date, and
(Y) from the second through the fifth anniversary of the Cut-Off Date, an amount
equal to (1) the lesser of (a) the Fraud Loss Amount as of the most
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recent anniversary of the Cut-Off Date and (b) 0.50% of the Pool Adjusted
Balance as of the most recent anniversary of the Cut-Off Date minus (2) the
aggregate amount of Fraud Losses since the most recent anniversary of the
Cut-Off Date. After the fifth anniversary of the Cut-Off Date, the Fraud Loss
Amount will be zero and thereafter any Fraud Losses will be shared pro rata
among the CitiCertificates as described above. Fraud Losses in excess of the
Fraud Loss Amount are "Excess Fraud Losses."
Bankruptcy Losses will be allocated first to the Class B Subclasses in
reverse numerical order, and then to the Class M CitiCertificates, but only
prior to the Bankruptcy Coverage Termination Date. The "Bankruptcy Coverage
Termination Date" will be the date on which such Bankruptcy Losses exceed the
Bankruptcy Loss Amount (or, if earlier, the Subordination Depletion Date). On
the Closing Date, the "Bankruptcy Loss Amount" with respect thereto will be
equal to approximately 0.03% of the Initial Mortgage Loan Balance. As of any
Distribution Date prior to the first anniversary of the Cut-Off Date, the
Bankruptcy Loss Amount will equal the initial Bankruptcy Loss Amount minus the
aggregate amount of Bankruptcy Losses since the Cut-Off Date up to the related
Determination Date. As of any Distribution Date on or after the first
anniversary of the Cut-Off Date, the Bankruptcy Loss Amount will equal the
excess, if any, of (1) the lesser of (a) the Bankruptcy Loss Amount as of the
business day next preceding the most recent anniversary of the Cut-Off Date and
(b) $127,686 minus (2) the aggregate amount of Bankruptcy Losses since such
anniversary. The Bankruptcy Loss Amount and the related coverage levels
described above may be reduced or modified upon written confirmation from S&P
and Fitch that such reduction or modification will not adversely affect the
then-current ratings assigned to the CitiCertificates by S&P and Fitch without
regard to the Insurance Policy. Such a reduction or modification may adversely
affect the coverage provided by subordination with respect to Bankruptcy Losses.
Bankruptcy Losses in excess of the Bankruptcy Loss Amount are "Excess Bankruptcy
Losses."
The exact amounts of Special Hazard Losses, Fraud Losses and Bankruptcy
Losses to be allocated first to the Unoffered Class B CitiCertificates, second
to the Class B-2 CitiCertificates, third to the Class B-1 CitiCertificates and
then to the Class M CitiCertificates (but in each case only prior to the related
termination date) will be those amounts required by the rating agency (or rating
agencies) rating the CitiCertificates as a condition of the ratings as set forth
above under "SUMMARY OF PROSPECTUS AND PROSPECTUS SUPPLEMENT--Certificate
Ratings."
Notwithstanding the foregoing, the provisions relating to subordination
will not be applicable in connection with a Bankruptcy Loss so long as the
Servicer has notified the Trustee in writing that the Servicer is diligently
pursuing any remedies that may exist in connection with the representations and
warranties made regarding the related Mortgage Loan and when (A) the related
Mortgage Loan is not in default with regard to the payments due thereunder or
(B) delinquent payments of principal and interest under the related Mortgage
Loan and any premiums on any applicable standard hazard insurance policy and any
related escrow payments in respect of such Mortgage Loan are being advanced on a
current basis by the Servicer, in either case without giving effect to any Debt
Service Reduction.
Since the aggregate Initial Stated Amount of the Class M and Class B
CitiCertificates will be substantially less than the Initial Stated Amount of
the Class A CitiCertificates, the risk of Special Hazard Losses, Fraud Losses
and Bankruptcy Losses will be separately borne by the Class M and Class B
CitiCertificates to a lesser extent (i.e., only up to the Special Hazard Loss
Amount, Fraud Loss Amount and Bankruptcy Loss Amount, respectively) than the
risk of other Realized Losses, which they will bear to the full extent of their
respective Initial Stated Amounts. See "APPENDIX A: THE MORTGAGE LOANS AND
CITIMORTGAGECERTIFICATES" in the Prospectus.
The benefits of the subordination described herein will not cover
delinquencies and losses resulting from certain extraordinary events, including
(i) hostile or warlike action in time of peace or war; (ii) the use of any
weapon of war employing atomic fission or radioactive force whether in time of
peace or war; and (iii) insurrection, rebellion, revolution, civil war or any
usurped power or action taken by any governmental authority in preventing such
occurrences (but not including looting or rioting occurring not in time of war).
Losses ("Extraordinary Losses") and delinquencies resulting from such
extraordinary events will be allocated among the Class A Subclasses, Unoffered
Class A-IO CitiCertificates, Class M CitiCertificates and Class B Subclasses in
the same manner as Excess Special Hazard Losses, Excess Fraud Losses and Excess
Bankruptcy Losses.
WEIGHTED AVERAGE LIVES OF THE OFFERED CITICERTIFICATES
Weighted average life refers to the average amount of time from the date of
issuance of an Offered CitiCertificate until each dollar of principal of such
CitiCertificate will be repaid to the investor. The weighted average lives of
the
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Offered CitiCertificates will be influenced by the rate at which principal
on the Mortgage Loans is paid. Principal payments on mortgage loans may be in
the form of scheduled amortization or prepayments (for this purpose, the term
"prepayment" includes prepayments and liquidations due to default or other
dispositions of mortgage loans). Prepayments on mortgage loans are commonly
measured by a prepayment standard or model. The model used in this Prospectus
Supplement (the "Prepayment Model") is based on an assumed rate of prepayment
each month relative to the then unpaid principal balance of a pool of new
mortgage loans. 100% of the Prepayment Model assumes prepayment rates of 0.2%
per annum of the then unpaid principal balance of such mortgage loans in the
first month of the life of the mortgage loans and an additional 0.2% per annum
in each month thereafter (for example, 0.4% per annum in the second month) until
the 30th month. Beginning in the 30th month and in each month thereafter during
the life of the mortgage loans, 100% of the Prepayment Model assumes a constant
prepayment rate of 6.0% per annum.
As used in the following tables, "0% of the Prepayment Model" assumes no
prepayments on the Mortgage Loans; "275% of the Prepayment Model" assumes such
Mortgage Loans will prepay at rates equal to 275% of the Prepayment Model's
assumed prepayment rates and so forth.
There is no assurance, however, that prepayment of the Mortgage Loans will
conform to any level of the Prepayment Model. The rate of principal payments on
pools of mortgage loans is influenced by a variety of economic, geographic,
social and other factors, including the level of mortgage interest rates and the
rate at which homeowners sell their homes or default on their mortgage loans. In
general, if prevailing interest rates fall significantly below the interest
rates on the Mortgage Loans, the Mortgage Loans are likely to be subject to
higher prepayment rates than if prevailing rates remain at or above the interest
rates on such Mortgage Loans. Conversely, if interest rates rise above the
interest rates on such Mortgage Loans, the rate of prepayment would be expected
to decrease. Other factors affecting prepayment of mortgage loans include
changes in mortgagors' housing needs, job transfers, unemployment and
mortgagors' net equity in the mortgaged properties. In addition, as homeowners
move or default on their mortgage loans, the houses are generally sold and the
mortgage loans prepaid, although some of the mortgage loans may be assumed by a
new buyer. Because the amount of distributions in reduction of the Stated Amount
of each Class A Subclass, the Class M CitiCertificates and each Offered Class B
Subclass will depend on the rate of repayment (including prepayments) of the
Mortgage Loans, the date by which the Stated Amount of any Class A Subclass, the
Class M CitiCertificates or any Offered Class B Subclass is reduced to zero is
likely to occur earlier than its respective Last Scheduled Distribution Date.
THE WEIGHTED AVERAGE LIVES OF THE OFFERED CITICERTIFICATES, AS WELL AS THE
YIELDS TO MATURITY OF THE OFFERED CITICERTIFICATES TO THE EXTENT THAT SUCH
CITICERTIFICATES ARE PURCHASED AT A DISCOUNT OR PREMIUM, WILL BE PARTICULARLY
SENSITIVE TO THE RATE OF PRINCIPAL PAYMENTS (INCLUDING PREPAYMENTS) ON THE
MORTGAGE LOANS.
As described above under "SUMMARY OF PROSPECTUS AND PROSPECTUS
SUPPLEMENT--Distributions in Reduction of Stated Amount of the Offered
CitiCertificates," on each Distribution Date holders of the Class A
CitiCertificates (other than the Class A-8 CitiCertificates) will be entitled to
receive the Class A Percentage of the applicable Non-PO Percentage of all the
Scheduled Principal, and the Class A Prepayment Percentage of the applicable
Non-PO Percentage of the net proceeds of Liquidated Loans and of the prepayment
principal. This will have the effect of accelerating the amortization of the
Class A CitiCertificates while, in the absence of losses in respect of
Liquidated Loans, increasing the respective interest in the Trust evidenced by
the Class M and Class B CitiCertificates.
The following table has been prepared on the basis of the expected
characteristics of the Mortgage Loans as set forth under "DESCRIPTION OF THE
POOL AND THE MORTGAGED PROPERTIES" herein. The percentages and weighted average
lives in the following table were determined assuming that (i) scheduled
interest and principal payments on the Mortgage Loans will be received in a
timely manner and prepayments are made at the indicated percentages of the
Prepayment Model set forth in the table; (ii) each Discount Mortgage Loan and
Premium Mortgage Loan will have an original term to maturity of 358 months, a
weighted average remaining term to stated maturity of 357 months and 355 months,
respectively, will bear interest at the rate of approximately 6.8156488350% and
7.3657397464% per annum, respectively, and a rate of interest passed through to
holders of the CitiCertificates of approximately 6.5656488350% and 7.1157397464%
per annum, respectively; (iii) CMSI does not exercise its right of optional
termination; (iv) the Initial Stated Amounts of the Class B-3, Class B-4 and
Class B-5 CitiCertificates are approximately $1,753,784, $1,002,162, and
$1,252,704, respectively; (v) the Initial Mortgage Loan Balance of Discount
Mortgage Loans and Premium Mortgage Loans are approximately $41,771,966 and
approximately $459,309,147, respectively, and for
S-44
<PAGE>
each Class A Subclass, the Class M CitiCertificates and each Offered Class B
Subclass, the Initial Stated Amount and the Stated Rate are as set forth on the
cover page hereof; (vi) the Closing Date is September 29, 1998; and (vii)
distributions to holders of the CitiCertificates will be made on the 25th day of
each month commencing October 1998 (the foregoing assumptions are referred to
herein as the "Structuring Assumptions").
There are likely to be discrepancies between the characteristics of the
actual Mortgage Loans and the characteristics of the Mortgage Loans assumed in
preparing the following table. Any such discrepancy may have an effect upon the
percentages of the Initial Stated Amount outstanding (and the weighted average
lives) of the Class A Subclasses, the Class M CitiCertificates and the Offered
Class B Subclasses set forth in the table. In addition, to the extent that the
actual Mortgage Loans have characteristics that differ from those assumed in
preparing the table set forth below, the Stated Amount of each Class A Subclass,
the Class M CitiCertificates and each Offered Class B Subclass may be reduced to
zero earlier or later than indicated by such table.
It is not likely that (i) all of the Mortgage Loans will have the remaining
terms to stated maturity assumed, (ii) the Mortgage Loans will prepay at the
indicated percentages of the Prepayment Model set forth in the table or (iii)
all of the Discount Mortgage Loans or all of the Premium Mortgage Loans will
have the respective mortgage interest rates assumed by the Structuring
Assumptions. In addition, the diverse remaining terms to maturity of the
Mortgage Loans (which may include recently originated Mortgage Loans) could
produce slower distributions in reduction of Stated Amounts than indicated in
the table at the various percentages of the Prepayment Model specified even if
the weighted average remaining terms to stated maturity of the Mortgage Loans
are those assumed.
Based on the foregoing assumptions, the following table indicates the
projected weighted average life of each Class A Subclass, the Class M
CitiCertificates and each Offered Class B Subclass and sets forth the percentage
of the Initial Stated Amount of each Class A Subclass, the Class M
CitiCertificates and each Offered Class B Subclass that would be outstanding
after each of the dates shown at the indicated percentages of the Prepayment
Model.
S-45
<PAGE>
<TABLE>
<CAPTION>
PERCENT OF INITIAL STATED AMOUNT OUTSTANDING FOR EACH CLASS OR SUBCLASS OF OFFERED CITICERTIFICATES AT
THE RESPECTIVE PERCENTAGES OF THE PREPAYMENT MODEL SET FORTH BELOW:
CLASS A-1 CITICERTIFICATES CLASS A-2 CITICERTIFICATES
---------------------------------------------- -----------------------------------------------
DISTRIBUTION DATE 0% 100% 275% 400% 550% 0% 100% 275% 400% 550%
- ----------------- ---- ---- ---- ---- ---- ----- ----- ----- ----- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Initial .................... 100 100 100 100 100 100 100 100 100 100
September 25, 1999 ......... 99 97 93 90 86 100 100 100 100 100
September 25, 2000 ......... 98 91 78 70 60 100 100 100 100 100
September 25, 2001 ......... 97 83 61 47 32 100 100 100 100 100
September 25, 2002 ......... 95 75 46 30 14 100 100 100 100 100
September 25, 2003 ......... 94 68 35 17 2 100 100 100 100 100
September 25, 2004 ......... 92 62 26 9 0 100 100 100 100 33
September 25, 2005 ......... 91 57 18 3 0 100 100 100 100 0
September 25, 2006 ......... 89 51 13 0 0 100 100 100 93 0
September 25, 2007 ......... 87 47 9 0 0 100 100 100 62 0
September 25, 2008 ......... 85 42 6 0 0 100 100 100 46 0
September 25, 2009 ......... 83 38 4 0 0 100 100 100 34 0
September 25, 2010 ......... 81 35 2 0 0 100 100 100 25 0
September 25, 2011 ......... 78 31 1 0 0 100 100 100 19 0
September 25, 2012 ......... 75 28 0 0 0 100 100 88 14 0
September 25, 2013 ......... 72 25 0 0 0 100 100 71 10 0
September 25, 2014 ......... 69 22 0 0 0 100 100 57 7 0
September 25, 2015 ......... 66 19 0 0 0 100 100 46 5 0
September 25, 2016 ......... 62 16 0 0 0 100 100 36 4 0
September 25, 2017 ......... 58 14 0 0 0 100 100 28 3 0
September 25, 2018 ......... 54 11 0 0 0 100 100 22 2 0
September 25, 2019 ......... 50 9 0 0 0 100 100 17 1 0
September 25, 2020 ......... 45 7 0 0 0 100 100 13 1 0
September 25, 2021 ......... 40 5 0 0 0 100 100 10 1 0
September 25, 2022 ......... 34 3 0 0 0 100 100 7 * 0
September 25, 2023 ......... 28 1 0 0 0 100 100 5 * 0
September 25, 2024 ......... 21 0 0 0 0 100 88 3 * 0
September 25, 2025 ......... 14 0 0 0 0 100 62 2 * 0
September 25, 2026 ......... 7 0 0 0 0 100 37 1 * 0
September 25, 2027 ......... 0 0 0 0 0 82 13 * * 0
September 25, 2028 ......... 0 0 0 0 0 0 0 0 0 0
Weighted Average
Life (Years)(1) ........... 19.19 9.88 4.46 3.18 2.47 29.26 27.53 17.62 10.83 5.86
<CAPTION>
CLASS A-3 CITICERTIFICATES
----------------------------------------------
DISTRIBUTION DATE 0% 100% 275% 400% 550%
- ----------------- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Initial .................... 100 100 100 100 100
September 25, 1999 ......... 99 99 99 99 99
September 25, 2000 ......... 98 98 98 98 98
September 25, 2001 ......... 97 97 97 97 97
September 25, 2002 ......... 96 96 96 96 96
September 25, 2003 ......... 94 94 94 94 94
September 25, 2004 ......... 93 91 88 86 82
September 25, 2005 ......... 91 87 81 75 60
September 25, 2006 ......... 90 83 71 63 36
September 25, 2007 ......... 88 77 60 50 22
September 25, 2008 ......... 86 71 49 37 15
September 25, 2009 ......... 84 65 40 27 10
September 25, 2010 ......... 82 60 33 20 6
September 25, 2011 ......... 79 54 26 15 4
September 25, 2012 ......... 77 50 21 11 3
September 25, 2013 ......... 74 45 17 8 2
September 25, 2014 ......... 71 41 14 6 1
September 25, 2015 ......... 68 36 11 4 1
September 25, 2016 ......... 65 32 9 3 *
September 25, 2017 ......... 61 29 7 2 *
September 25, 2018 ......... 57 25 5 2 *
September 25, 2019 ......... 53 22 4 1 *
September 25, 2020 ......... 48 19 3 1 *
September 25, 2021 ......... 43 16 2 1 *
September 25, 2022 ......... 38 13 2 * *
September 25, 2023 ......... 32 11 1 * *
September 25, 2024 ......... 26 8 1 * *
September 25, 2025 ......... 20 6 1 * *
September 25, 2026 ......... 12 3 * * *
September 25, 2027 ......... 5 1 * * *
September 25, 2028 ......... 0 0 0 0 0
Weighted Average
Life (Years)(1) ........... 19.78 14.81 10.82 9.47 7.79
<FN>
- ----------------
(1) The weighted average life of each Class or Subclass of Offered CitiCertificates is determined by (i) multiplying the amount of
each distribution in reduction of Stated Amount by the number of years from the date of issuance of the Offered
CitiCertificates to the related Distribution Date, (ii) adding the results and (iii) dividing the sum by the Initial Stated
Amount of the Class or Subclass of the Offered CitiCertificates.
* Indicates an amount above zero and less than 0.5% of Initial Stated Amount is outstanding.
</FN>
</TABLE>
S-46
<PAGE>
<TABLE>
<CAPTION>
PERCENT OF INITIAL STATED AMOUNT OUTSTANDING FOR EACH CLASS OR SUBCLASS OF OFFERED CITICERTIFICATES AT
THE RESPECTIVE PERCENTAGES OF THE PREPAYMENT MODEL SET FORTH BELOW:
CLASS A-4 CITICERTIFICATES CLASS A-5 CITICERTIFICATES
---------------------------------------------- -----------------------------------------------
DISTRIBUTION DATE 0% 100% 275% 400% 550% 0% 100% 275% 400% 550%
- ----------------- ---- ---- ---- ---- ---- ----- ----- ----- ----- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Initial 100 100 100 100 100 100 100 100 100 100
September 25, 1999 ........ 93 77 50 31 7 100 100 100 100 100
September 25, 2000 ........ 85 36 0 0 0 100 100 91 80 68
September 25, 2001 ........ 77 0 0 0 0 100 97 69 51 32
September 25, 2002 ........ 68 0 0 0 0 100 87 50 29 9
September 25, 2003 ........ 59 0 0 0 0 100 78 35 13 0
September 25, 2004 ........ 48 0 0 0 0 100 71 24 2 0
September 25, 2005 ........ 37 0 0 0 0 100 63 15 0 0
September 25, 2006 ........ 25 0 0 0 0 100 57 8 0 0
September 25, 2007 ........ 13 0 0 0 0 100 51 3 0 0
September 25, 2008 ........ 0 0 0 0 0 100 45 0 0 0
September 25, 2009 ........ 0 0 0 0 0 97 40 0 0 0
September 25, 2010 ........ 0 0 0 0 0 94 35 0 0 0
September 25, 2011 ........ 0 0 0 0 0 91 31 0 0 0
September 25, 2012 ........ 0 0 0 0 0 87 26 0 0 0
September 25, 2013 ........ 0 0 0 0 0 84 22 0 0 0
September 25, 2014 ........ 0 0 0 0 0 80 18 0 0 0
September 25, 2015 ........ 0 0 0 0 0 75 15 0 0 0
September 25, 2016 ........ 0 0 0 0 0 71 11 0 0 0
September 25, 2017 ........ 0 0 0 0 0 66 8 0 0 0
September 25, 2018 ........ 0 0 0 0 0 60 5 0 0 0
September 25, 2019 ........ 0 0 0 0 0 54 2 0 0 0
September 25, 2020 ........ 0 0 0 0 0 48 0 0 0 0
September 25, 2021 ........ 0 0 0 0 0 42 0 0 0 0
September 25, 2022 ........ 0 0 0 0 0 34 0 0 0 0
September 25, 2023 ........ 0 0 0 0 0 27 0 0 0 0
September 25, 2024 ........ 0 0 0 0 0 18 0 0 0 0
September 25, 2025 ........ 0 0 0 0 0 9 0 0 0 0
September 25, 2026 ........ 0 0 0 0 0 0 0 0 0 0
September 25, 2027 ........ 0 0 0 0 0 0 0 0 0 0
September 25, 2028 ........ 0 0 0 0 0 0 0 0 0 0
Weighted Average
Life (Years)(1) .......... 5.58 1.63 0.97 0.79 0.66 20.90 10.17 4.48 3.29 2.59
<CAPTION>
CLASS A-6 CITICERTIFICATES
----------------------------------------------
DISTRIBUTION DATE 0% 100% 275% 400% 550%
- ----------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Initial 100 100 100 100 100
September 25, 1999 ....... 100 100 100 100 100
September 25, 2000 ....... 100 100 100 100 100
September 25, 2001 ....... 100 100 100 100 100
September 25, 2002 ....... 100 100 100 100 100
September 25, 2003 ....... 100 100 100 100 28
September 25, 2004 ....... 100 100 100 100 0
September 25, 2005 ....... 100 100 100 42 0
September 25, 2006 ....... 100 100 100 0 0
September 25, 2007 ....... 100 100 100 0 0
September 25, 2008 ....... 100 100 90 0 0
September 25, 2009 ....... 100 100 58 0 0
September 25, 2010 ....... 100 100 30 0 0
September 25, 2011 ....... 100 100 8 0 0
September 25, 2012 ....... 100 100 0 0 0
September 25, 2013 ....... 100 100 0 0 0
September 25, 2014 ....... 100 100 0 0 0
September 25, 2015 ....... 100 100 0 0 0
September 25, 2016 ....... 100 100 0 0 0
September 25, 2017 ....... 100 100 0 0 0
September 25, 2018 ....... 100 100 0 0 0
September 25, 2019 ....... 100 100 0 0 0
September 25, 2020 ....... 100 94 0 0 0
September 25, 2021 ....... 100 66 0 0 0
September 25, 2022 ....... 100 39 0 0 0
September 25, 2023 ....... 100 13 0 0 0
September 25, 2024 ....... 100 0 0 0 0
September 25, 2025 ....... 100 0 0 0 0
September 25, 2026 ....... 97 0 0 0 0
September 25, 2027 ....... 0 0 0 0 0
September 25, 2028 ....... 0 0 0 0 0
Weighted Average
LIfe (Years))1) ........ 28.45 23.64 11.39 6.97 4.89
<FN>
- ---------------
(1) The weighted average life of each Class or Subclass of Offered CitiCertificates is determined by (i) multiplying the amount of
each distribution in reduction of Stated Amount by the number of years from the date of issuance of the Offered
CitiCertificates to the related Distribution Date, (ii) adding the results and (iii) dividing the sum by the Initial Stated
Amount of the Class or Subclass of the Offered CitiCertificates.
</FN>
</TABLE>
S-47
<PAGE>
<TABLE>
<CAPTION>
PERCENT OF INITIAL STATED AMOUNT OUTSTANDING FOR EACH CLASS OR SUBCLASS OF OFFERED CITICERTIFICATES AT
THE RESPECTIVE PERCENTAGES OF THE PREPAYMENT MODEL SET FORTH BELOW:
CLASS A-7 CITICERTIFICATES CLASS A-8 CITICERTIFICATES
---------------------------------------------- -----------------------------------------------
DISTRIBUTION DATE 0% 100% 275% 400% 550% 0% 100% 275% 400% 550%
- ----------------- ---- ---- ---- ---- ---- ----- ----- ----- ----- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Initial ................... 100 100 100 100 100 100 100 100 100 100
September 25, 1999 ........ 100 100 100 100 100 99 97 95 93 91
September 25, 2000 ........ 100 100 100 100 100 98 93 84 77 70
September 25, 2001 ........ 100 100 100 100 100 97 86 69 59 47
September 25, 2002 ........ 100 100 100 100 100 95 80 57 44 31
September 25, 2003 ........ 100 100 100 100 100 94 74 47 33 21
September 25, 2004 ........ 100 100 100 100 33 92 68 39 25 14
September 25, 2005 ........ 100 100 100 100 0 91 63 32 18 9
September 25, 2006 ........ 100 100 100 93 0 89 58 26 14 6
September 25, 2007 ........ 100 100 100 62 0 87 54 21 10 4
September 25, 2008 ........ 100 100 100 46 0 85 49 17 8 3
September 25, 2009 ........ 100 100 100 34 0 83 45 14 6 2
September 25, 2010 ........ 100 100 100 25 0 81 41 11 4 1
September 25, 2011 ........ 100 100 100 19 0 78 38 9 3 1
September 25, 2012 ........ 100 100 88 14 0 76 34 7 2 *
September 25, 2013 ........ 100 100 71 10 0 73 31 6 2 *
September 25, 2014 ........ 100 100 57 7 0 70 28 5 1 *
September 25, 2015 ........ 100 100 46 5 0 67 25 4 1 *
September 25, 2016 ........ 100 100 36 4 0 63 22 3 1 *
September 25, 2017 ........ 100 100 28 3 0 60 20 2 * *
September 25, 2018 ........ 100 100 22 2 0 56 17 2 * *
September 25, 2019 ........ 100 100 17 1 0 52 15 1 * *
September 25, 2020 ........ 100 100 13 1 0 47 13 1 * *
September 25, 2021 ........ 100 100 10 1 0 42 11 1 * *
September 25, 2022 ........ 100 100 7 * 0 37 9 1 * *
September 25, 2023 ........ 100 100 5 * 0 32 7 * * *
September 25, 2024 ........ 100 88 3 * 0 26 6 * * *
September 25, 2025 ........ 100 62 2 * 0 20 4 * * *
September 25, 2026 ........ 100 37 1 * 0 13 2 * * *
September 25, 2027 ........ 82 13 * * 0 6 1 * * *
September 25, 2028 ........ 0 0 0 0 0 0 0 0 0 0
Weighted Average
Life (Years)(1) .......... 29.26 27.53 17.62 10.83 5.86 19.61 11.45 6.09 4.54 3.52
<FN>
- ---------------
(1) The weighted average life of each Class or Subclass of Offered CitiCertificates is determined by (i) multiplying the amount of
each distribution in reduction of Stated Amount by the number of years from the date of issuance of the Offered
CitiCertificates to the related Distribution Date, (ii) adding the results and (iii) dividing the sum by the Initial Stated
Amount of the Class or Subclass of the Offered CitiCertificates.
* Indicates an amount above zero and less than 0.5% of Initial Stated Amount is outstanding.
</FN>
</TABLE>
S-48
<PAGE>
<TABLE>
<CAPTION>
PERCENT OF INITIAL STATED AMOUNT OUTSTANDING FOR EACH CLASS OR SUBCLASS OF OFFERED CITICERTIFICATES AT
THE RESPECTIVE PERCENTAGES OF THE PREPAYMENT MODEL SET FORTH BELOW:
CLASS M CITICERTIFICATES CLASS B-1 CITICERTIFICATES
---------------------------------------------- -----------------------------------------------
DISTRIBUTION DATE 0% 100% 275% 400% 550% 0% 100% 275% 400% 550%
- ----------------- ---- ---- ---- ---- ---- ----- ----- ----- ----- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Initial .................... 100 100 100 100 100 100 100 100 100 100
September 25, 1999 ......... 99 99 99 99 99 99 99 99 99 99
September 25, 2000 ......... 98 98 98 98 98 98 98 98 98 98
September 25, 2001 ......... 97 97 97 97 97 97 97 97 97 97
September 25, 2002 ......... 96 96 96 96 96 96 96 96 96 96
September 25, 2003 ......... 94 94 94 94 94 94 94 94 94 94
September 25, 2004 ......... 93 91 88 86 82 93 91 88 86 82
September 25, 2005 ......... 91 87 81 75 69 91 87 81 75 69
September 25, 2006 ......... 90 83 71 63 54 90 83 71 63 54
September 25, 2007 ......... 88 77 60 50 38 88 77 60 50 38
September 25, 2008 ......... 86 71 49 37 25 86 71 49 37 25
September 25, 2009 ......... 84 65 40 27 16 84 65 40 27 16
September 25, 2010 ......... 82 60 33 20 11 82 60 33 20 11
September 25, 2011 ......... 79 54 26 15 7 79 54 26 15 7
September 25, 2012 ......... 77 50 21 11 4 77 50 21 11 4
September 25, 2013 ......... 74 45 17 8 3 74 45 17 8 3
September 25, 2014 ......... 71 41 14 6 2 71 41 14 6 2
September 25, 2015 ......... 68 36 11 4 1 68 36 11 4 1
September 25, 2016 ......... 65 32 9 3 1 65 32 9 3 1
September 25, 2017 ......... 61 29 7 2 * 61 29 7 2 *
September 25, 2018 ......... 57 25 5 2 * 57 25 5 2 *
September 25, 2019 ......... 53 22 4 1 * 53 22 4 1 *
September 25, 2020 ......... 48 19 3 1 * 48 19 3 1 *
September 25, 2021 ......... 43 16 2 1 * 43 16 2 1 *
September 25, 2022 ......... 38 13 2 * * 38 13 2 * *
September 25, 2023 ......... 32 11 1 * * 32 11 1 * *
September 25, 2024 ......... 26 8 1 * * 26 8 1 * *
September 25, 2025 ......... 20 6 1 * * 20 6 1 * *
September 25, 2026 ......... 12 3 * * * 12 3 * * *
September 25, 2027 ......... 5 1 * * * 5 1 * * *
September 25, 2028 ......... 0 0 0 0 0 0 0 0 0 0
Weighted Average ...........
Life (Years)(1) ........... 19.78 14.81 10.82 9.47 8.49 19.78 14.81 10.82 9.47 8.49
<CAPTION>
CLASS B-2 CITICERTIFICATES
----------------------------------------------
DISTRIBUTION DATE 0% 100% 275% 400% 550%
- ----------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Initial .................... 100 100 100 100 100
September 25, 1999 ......... 99 99 99 99 99
September 25, 2000 ......... 98 98 98 98 98
September 25, 2001 ......... 97 97 97 97 97
September 25, 2002 ......... 96 96 96 96 96
September 25, 2003 ......... 94 94 94 94 94
September 25, 2004 ......... 93 91 88 86 82
September 25, 2005 ......... 91 87 81 75 69
September 25, 2006 ......... 90 83 71 63 54
September 25, 2007 ......... 88 77 60 50 38
September 25, 2008 ......... 86 71 49 37 25
September 25, 2009 ......... 84 65 40 27 16
September 25, 2010 ......... 82 60 33 20 11
September 25, 2011 ......... 79 54 26 15 7
September 25, 2012 ......... 77 50 21 11 4
September 25, 2013 ......... 74 45 17 8 3
September 25, 2014 ......... 71 41 14 6 2
September 25, 2015 ......... 68 36 11 4 1
September 25, 2016 ......... 65 32 9 3 1
September 25, 2017 ......... 61 29 7 2 *
September 25, 2018 ......... 57 25 5 2 *
September 25, 2019 ......... 53 22 4 1 *
September 25, 2020 ......... 48 19 3 1 *
September 25, 2021 ......... 43 16 2 1 *
September 25, 2022 ......... 38 13 2 * *
September 25, 2023 ......... 32 11 1 * *
September 25, 2024 ......... 26 8 1 * *
September 25, 2025 ......... 20 6 1 * *
September 25, 2026 ......... 12 3 * * *
September 25, 2027 ......... 5 1 * * *
September 25, 2028 ......... 0 0 0 0 0
Weighted Average ...........
Life (Years)(1) ........... 19.78 14.81 10.82 9.47 8.49
<FN>
- ---------------
(1) The weighted average life of each Class or Subclass of Offered CitiCertificates is determined by (i) multiplying the amount of
each distribution in reduction of Stated Amount by the number of years from the date of issuance of the Offered
CitiCertificates to the related Distribution Date, (ii) adding the results and (iii) dividing the sum by the Initial Stated
Amount of the Class or Subclass of the Offered CitiCertificates.
* Indicates an amount above zero and less than 0.5% of Initial Stated Amount is outstanding.
</FN>
</TABLE>
S-49
<PAGE>
PREPAYMENT AND YIELD CONSIDERATIONS
The yield to maturity and weighted average lives of the Offered
CitiCertificates will be sensitive in varying degrees to, among other things,
the rate of prepayment of the Mortgage Loans, the allocation of such prepayments
to the Class A, Unoffered Class A-IO, Class M and Class B CitiCertificates and
the timing and extent of losses, if any, allocable to the Class A, Unoffered
Class A-IO, Class M and Class B CitiCertificates. No representation is made as
to whether the Mortgage Loans will prepay at any particular rate.
The yield to maturity on the Offered Class B CitiCertificates will be more
sensitive than the yield to maturity on the Class A, Unoffered Class A-IO and
Class M CitiCertificates to losses (other than Excess Fraud Losses, Excess
Bankruptcy Losses, and Excess Special Hazard Losses) due to defaults on the
Mortgage Loans (and the timing thereof), to the extent not covered by the
Unoffered Class B CitiCertificates, because the entire amount of such losses
will be allocable to the Offered Class B CitiCertificates in reverse numerical
order prior to the Class A and Class M CitiCertificates except as otherwise
provided herein. To the extent not covered by advances, delinquencies on
Mortgage Loans may also have a relatively greater effect on the yield to
investors in the Offered Class B CitiCertificates. Amounts otherwise
distributable to holders of the Offered Class B CitiCertificates will be made
available to protect holders of the Class A, Unoffered Class A-IO and Class M
CitiCertificates against interruptions in distributions due to certain mortgagor
delinquencies. Such delinquencies, to the extent not covered by the Unoffered
Class B CitiCertificates, even if subsequently cured, may affect the timing of
the receipt of distributions by holders of the Offered Class B CitiCertificates,
because the entire amount of those delinquencies would be borne by the Offered
Class B Subclasses in reverse numerical order prior to the Class A, Unoffered
Class A-IO and Class M CitiCertificates.
If the purchaser of an Offered CitiCertificate offered at a discount from
its parity price (as described below) calculates the anticipated yield to
maturity of such Offered CitiCertificate based on an assumed rate of payment of
principal that is faster than that actually received on the Mortgage Loans,
assuming all other relevant circumstances are unchanged, the actual yield to
maturity will be lower than that so calculated. If the purchaser of an Offered
CitiCertificate which was instead offered at a premium over its parity price
calculates the anticipated yield to maturity of such Offered CitiCertificate on
an assumed rate of payment of principal that is slower than that actually
received on the Mortgage Loans, assuming all other relevant circumstances are
unchanged, the actual yield to maturity will be lower than that so calculated.
Parity price is the price at which an Offered CitiCertificate will yield its
coupon, after giving effect to any payment delay.
The timing of changes in the rate of prepayments on the Mortgage Loans may
significantly affect an investor's actual yield to maturity, even if the average
rate of principal payments is consistent with an investor's expectation. In
general, the earlier a prepayment of principal on the Mortgage Loans the greater
the effect on an investor's yield to maturity. As a result, the effect on an
investor's yield of principal payments occurring at a rate higher (or lower)
than the rate anticipated by the investor during the period immediately
following the issuance of the Offered CitiCertificates will not be offset by a
subsequent like reduction (or increase) in the rate of principal payments.
As described under "DESCRIPTION OF THE OFFERED CITICERTIFICATES--
Distributions in Reduction of Stated Amount" herein, all or a
disproportionate percentage of principal prepayments on the Mortgage Loans
(including liquidations and repurchases of Mortgage Loans) will be distributed,
to the extent of the Non-PO Percentage, to the holders of the Class A
CitiCertificates (other than the Class A-8 CitiCertificates) then entitled to
distributions in respect of principal during the nine years beginning on the
first Distribution Date, and, to the extent that such principal prepayments are
made in respect of a Discount Mortgage Loan, to the Class A-8 CitiCertificates
in proportion to the interest of the Class A-8 CitiCertificates in such Discount
Mortgage Loan represented by the PO Percentage. The holders of the Class A-3
CitiCertificates will not be entitled to receive any distributions in respect of
principal prepayments or other unscheduled recoveries on the Mortgage Loans in
reduction of their Stated Amount prior to the Distribution Date in October 2003,
and prior to the Distribution Date in October 2007 will receive a
disproportionately small portion of principal prepayments and other unscheduled
recoveries on the Mortgage Loans, unless the Stated Amounts of all other Class A
Subclasses (other than the Class A-8 CitiCertificates) have been reduced to zero
or the Stated Amounts of the Subordinated CitiCertificates have been reduced to
zero. As a result, the weighted average life will be longer, and could be
significantly longer, than would be the case if the Class A-3 CitiCertificates
received their pro rata share of the Class A Prepayment Percentage of the Non-PO
Percentage of all principal prepayments received on the Mortgage Loans.
S-50
<PAGE>
The Issuer intends to file certain additional yield tables and other
computational material with respect to one or more Class A Subclasses, the Class
M CitiCertificates and the Offered Class B Subclasses with the Commission in a
Report on Form 8-K. See "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE"
herein. Such tables and materials were prepared by the Underwriter at the
request of certain prospective investors, based on assumptions provided by, and
satisfying the special requirements of, such investors. Such tables and
assumptions may be based on assumptions that differ from the Structuring
Assumptions. Accordingly, such tables and other materials may not be relevant to
or appropriate for investors other than those specifically requesting them.
Because the rate of principal payments (including prepayments) on the
Mortgage Loans may significantly affect the weighted average life and other
characteristics on any Class A Subclass, the Class M CitiCertificates or any
Offered Class B Subclass, prospective investors are urged to consult their
investment advisors and to consider their own estimates as to the anticipated
rate of future prepayments on the Mortgage Loans and the suitability of the
Class A CitiCertificates, the Class M CitiCertificates and Offered Class B
CitiCertificates to their investment objectives.
SENSITIVITY OF THE CLASS A-7 CITICERTIFICATES
The yield to investors in the Class A-7 CitiCertificates will be highly
sensitive to the level of LIBOR and to the rate of principal payments (including
prepayments) on the Mortgage Loans. A high level of LIBOR or a low rate of
prepayments will have a material negative effect on the yield to investors in
the Class A-7 CitiCertificates.
Because there can be no assurance that the level of LIBOR will correlate
with the levels of prevailing mortgage interest rates, it is possible that lower
prevailing mortgage rates, which might be expected to result in faster
prepayments, could occur concurrently with an increased level of LIBOR. However,
if, as generally expected, higher mortgage rates, and accordingly, lower
prepayments rates, were to occur concurrently with an increased level of LIBOR
the rate of distributions in reduction of the Class A-7 Stated Amount may be
reduced. In such circumstances, investors in the Class A-7 CitiCertificates
could have significantly lower yielding instrument, with a longer weighted
average life, than anticipated.
To illustrate the significance of changes in the level of LIBOR and
prepayments on the Class A-7 CitiCertificates, the following table indicates the
pre-tax yields to maturity (on a corporate bond equivalent basis) under the
assumptions specified in the following paragraph at the different constant
percentages of LIBOR indicated. It is not likely that the Mortgage Loans will
prepay at a constant level of the Prepayment Model until maturity or that all of
the Mortgage Loans will prepay at the same rate or that the level of LIBOR will
remain constant. As discussed above, the timing of changes in the rate of
prepayments may significantly affect total distributions received, the date of
receipt of such distribution and the actual yield to maturity to an investor in
a Class A-7 CitiCertificate, even if the average rate of principal prepayments
is consistent with such investor's expectations. Moreover, the timing of changes
in the level of LIBOR may affect the actual yield to maturity to an investor in
a Class A-7 CitiCertificate even if the average level is consistent with such
investor's expectation.
The following table has been prepared on the basis of the Structuring
Assumptions under the heading "--Weighted Average Lives of the Offered
CitiCertificates," and the additional assumptions that (i) the aggregate
purchase price for the Class A-7 CitiCertificates is equal to 90.784375% of the
Initial Stated Amount thereof (plus accrued interest), (ii) such purchase price
is paid on September 29, 1998 and (iii) on the LIBOR Determination Date
occurring with respect to the initial LIBOR Accrual Period, LIBOR is at
5.65625%, and on each LIBOR Determination Date thereafter, LIBOR is at the level
specified. The Mortgage Loans will not have all the characteristics assumed
above and there can be no assurance that the Mortgage Loans will prepay at any
of the constant rates shown in the table or at any other particular rate, that
the pre-tax yield to maturity on the Class A-7 CitiCertificates will correspond
to any of the amounts shown herein, that the level of LIBOR will correspond to
the levels shown herein or that the aggregate purchase price of the Class A-7
CitiCertificates will be equal to the one assumed. The table does not constitute
a representation as to the correlation of any level of LIBOR with any rate of
prepayments on the Mortgage Loans. Each investor must make an independent
decision as to the appropriate prepayment assumptions to be used and the
appropriate levels of LIBOR to be assumed in deciding whether to purchase a
Class A-7 CitiCertificate.
The pre-tax yields set forth in the following table were calculated by (i)
determining the monthly discount rates which, when applied to the assumed stream
of cash flow to be paid on the Class A-7 CitiCertificates, would cause the
discounted present value of such assumed stream of cash flow to equal an assumed
aggregate purchase price for the
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Class A-7 CitiCertificates of 90.784375% of the Initial Stated Amount
thereof (plus accrued interest) and (ii) converting such monthly rates to
corporate bond equivalent rates. Such calculations do not take into account the
interest rates at which investors may be able to reinvest funds received by them
as distributions on the Class A-7 CitiCertificates and consequently do not
purport to reflect the return on any investment in Class A-7 CitiCertificates
when such reinvestment rates are considered.
<TABLE>
<CAPTION>
SENSITIVITY OF THE CLASS A-7 CITICERTIFICATES TO PREPAYMENTS AND LIBOR
(PRE-TAX YIELD)
PERCENTAGES OF PREPAYMENT MODEL
----------------------------------------------------------------------------
LEVEL OF LIBOR 0% 100% 275% 400% 550%
-------------- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
2.65625% .......................... 18.904% 18.908% 18.988% 19.237% 19.850%
4.65625% .......................... 12.012 12.022 12.163 12.477 13.174
5.65625% .......................... 8.637 8.651 8.823 9.164 9.900
6.65625% .......................... 5.322 5.341 5.539 5.900 6.668
8.20000% .......................... 0.351 0.374 0.585 0.956 1.762
</TABLE>
SENSITIVITY OF THE CLASS A-8 CITICERTIFICATES
THE YIELD TO INVESTORS IN THE CLASS A-8 CITICERTIFICATES WILL BE EXTREMELY
SENSITIVE TO THE RATE AND TIMING OF PRINCIPAL PAYMENTS (INCLUDING PREPAYMENTS)
ON THE DISCOUNT MORTGAGE LOANS, WHICH RATE MAY FLUCTUATE SIGNIFICANTLY FROM TIME
TO TIME. BECAUSE PAYMENTS IN REDUCTION OF THE STATED AMOUNT OF CLASS A-8
CITICERTIFICATES WILL BE DIRECTLY RELATED TO THE RATE OF PRINCIPAL PAYMENTS ON
THE DISCOUNT MORTGAGE LOANS, PAYMENTS IN REDUCTION OF THE CLASS A-8
CITICERTIFICATES WILL BE DIFFERENT AND MOST LIKELY SLOWER THAN THE POOL TAKEN AS
A WHOLE.
The following table indicates sensitivity to various rates of prepayment on
the Discount Mortgage Loans of the pre-tax yields to maturity on a corporate
bond equivalent basis of the Class A-8 CitiCertificates. Such calculations are
based on distributions made in accordance with "SUMMARY OF PROSPECTUS AND
PROSPECTUS SUPPLEMENT--Distributions in Reduction of Stated Amount of the
Offered CitiCertificates" herein, on the Structuring Assumptions which pertain
to the Discount Mortgage Loans described under the heading "--Weighted Average
Lives of the Offered CitiCertificates" and on the further assumption that the
Class A-8 CitiCertificates will be purchased on September 29, 1998 at an
aggregate purchase price equal to approximately 62.00% of the Initial Stated
Amount thereof.
<TABLE>
<CAPTION>
PRE-TAX YIELDS TO MATURITY
PERCENTAGES OF PREPAYMENT MODEL
------------------------------------------------------------------------
CLASS 0% 100% 275% 400% 550%
----- ----- ----- ----- ------ ------
<S> <C> <C> <C> <C> <C>
Class A-8 ......................... 2.559% 4.776% 9.333% 12.436% 15.877%
</TABLE>
The pre-tax yields set forth in the preceding table were calculated by (i)
determining the monthly discount rates which, when applied to the assumed stream
of cash flows to be paid on the Class A-8 CitiCertificates, would cause the
discounted present value of such assumed stream of cash flows to equal an
assumed purchase price for each Class A-8 CitiCertificate equal to 62.00% of the
Initial Stated Amount thereof and (ii) converting such monthly rates to
corporate bond equivalent rates. Such calculation does not take into account the
interest rates at which investors may be able to reinvest funds received by them
as distributions on the Class A-8 CitiCertificates and consequently does not
purport to reflect the return on any investment in Class A-8 CitiCertificates
when such reinvestment rates are considered.
Notwithstanding the assumed prepayment rate reflected in the preceding
table, it is highly unlikely that the Discount Mortgage Loans will prepay at a
constant rate until maturity or that all of the Discount Mortgage Loans will
prepay at the same time. A lower than anticipated rate of principal prepayments
on the Discount Mortgage Loans will have an adverse effect on the yield to
maturity of the Class A-8 CitiCertificates. Because the Discount Mortgage
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<PAGE>
Loans have NNRs that are lower than the NNRs of the Premium Mortgage Loans,
the Discount Mortgage Loans are generally likely to prepay at a lower rate under
most circumstances. There are likely to be discrepancies between the
characteristics of the actual Discount Mortgage Loans and the characteristics of
the Discount Mortgage Loans assumed in preparing the table. As a result of these
factors, the pre-tax yields on the Class A-8 CitiCertificates are likely to
differ from those shown in such table, even if all of the Discount Mortgage
Loans prepay at the indicated percentages of the Prepayment Model. Investors are
urged to make their investment decisions based on their determinations as to
anticipated rates of prepayment under a variety of scenarios.
YIELD CONSIDERATIONS WITH RESPECT TO THE OFFERED CLASS B CITICERTIFICATES
If the Unoffered Class B Stated Amount has been reduced to zero, the yield
to maturity on the Offered Class B CitiCertificates will become extremely
sensitive to losses on the Mortgage Loans and the timing thereof, because the
entire amount of such losses (other than Excess Fraud Losses, Excess Special
Hazard Losses and Excess Bankruptcy Losses, as described herein) will be
allocated first to the Class B-2 CitiCertificates until the Stated Amount
thereof has been reduced to zero, and then to the Class B-1 CitiCertificates.
Defaults on the Mortgage Loans may be measured relative to a default
standard or model. The model used in the following tables, the standard default
assumption ("SDA"), represents an assumed rate of default each month relative to
the then outstanding principal balance of a pool of new mortgage loans. A
default assumption of 100% SDA assumes constant default rates of 0.02% per annum
of the then outstanding principal balance of such mortgage loans in the first
month of the life of the mortgage loans and an additional 0.02% per annum in
each month thereafter until the 30th month. Beginning in the 30th month and in
each month thereafter through the 60th month of the life of the mortgage loans,
100% SDA assumes a constant default rate of 0.60% per annum each month.
Beginning in the 61st month and in each month thereafter through the 120th month
of the life of the mortgage loans, 100% SDA assumes that the constant default
rate declines each month by 0.0095% per annum, and that the constant default
rate remains at 0.03% per annum in each month after the 120th month. As used in
the table below, "50% SDA" assumes default rates equal to the product of 0.50
and the 100% SDA assumed default rate, "100% SDA" assumes default rates equal to
the product of 1.00 and the 100% SDA assumed default rate, "150% SDA" assumes
default rates equal to the product of 1.50 and the 100% SDA assumed default rate
and so forth. SDA does not purport to be a historical description of default
experience or a prediction of the anticipated rate of default of any pool of
mortgage loans, including the Mortgage Loans.
The following yield tables have been prepared using the Structuring
Assumptions, except that, in lieu of clause (i) of the Structuring Assumptions,
it was assumed that (i) scheduled interest and principal payments on the
Mortgage Loans are received timely, other than with respect to Mortgage Loans on
which it is assumed the defaults occur monthly in accordance with the indicated
percentages of SDA. In addition, it was assumed that (i) realized losses on
liquidations of a specified percentage of the outstanding principal balance of
such liquidated Mortgage Loans, as indicated in the table (referred to as the
"Loss Severity Percentage"), will occur at the time of liquidation which shall
be twelve months after the date of default; (ii) there are no Excess Special
Hazard Losses, Excess Fraud Losses or Excess Bankruptcy Losses; (iii) reductions
of the Class A Prepayment Percentage are taken only when permitted as described
under "DESCRIPTION OF THE OFFERED CITICERTIFICATES--Distributions in Reduction
of Stated Amount" in this Prospectus Supplement, and that there are no
delinquent loans other than Liquidated Loans; and (iv) there are no
Non-Supported Interest Shortfalls.
The rate of distributions in reduction of Stated Amount on the Offered
Class B CitiCertificates will be directly related to the actual amortization
schedule of the Mortgage Loans; accordingly, the interest distributions and
distributions in reduction of Stated Amount received on the Offered Class B
CitiCertificates may result in pre-tax yields which differ from those reflected
below. The Mortgage Loans will not have the characteristics assumed, and it is
unlikely that they will prepay at any of the rates specified. The assumed
percentages of liquidations and loss severities on the Mortgage Loans shown in
the table below are for illustrative purposes only and the Issuer makes no
representations with respect to the reasonableness of such assumptions or that
the actual liquidation and loss severity experience of the Mortgage Loans will
in any way correspond to any of the assumptions made herein. Consequently, there
can be no assurance that the pre-tax yield to an investor in the Offered Class B
CitiCertificates will correspond to any of the pre-tax yields shown below.
The pre-tax yields set forth in the following tables were calculated by
determining the monthly discount rates which, when applied to the assumed
streams of cash flows to be paid on the Offered Class B CitiCertificates, would
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<PAGE>
cause the discounted present value of such assumed streams of cash flows as of
September 29, 1998 to equal the respective assumed purchase prices indicated
plus accrued interest at the Stated Rate from (and including) the Cut-Off Date
to (but excluding) September 29, 1998, and converting such monthly rates to
corporate bond equivalent rates. Such calculation does not take into account
variations that may occur in the interest rates at which investors may be able
to reinvest funds received by them as reductions of the Stated Amount on the
Offered Class B CitiCertificates and consequently does not purport to reflect
the return on any investment in Offered Class B CitiCertificates when such
reinvestment rates are considered. The assumed purchase price is equal to the
percentage stated in each table.
<TABLE>
<CAPTION>
PRE-TAX YIELD TO MATURITY OF THE CLASS B-1 CITICERTIFICATES
(AT AN ASSUMED PURCHASE PRICE OF 99.2031%
OF THEIR INITIAL STATED AMOUNT PLUS ACCRUED INTEREST)
PREPAYMENT SPEED
-------------------------------------------------------------------------------------------
20% LOSS SEVERITY 30% LOSS SEVERITY
--------------------------------------- ---------------------------------------
SDA PERCENTAGE 100% 275% 400% 100% 275% 400%
-------------- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
50% 6.887% 6.895% 6.899% 6.888% 6.895% 6.899%
100% 6.888 6.895 6.899 6.887 6.895 6.899
150% 6.887 6.895 6.899 6.131 6.896 6.899
200% 6.882 6.895 6.899 2.083 6.351 6.899
</TABLE>
<TABLE>
<CAPTION>
PRE-TAX YIELD TO MATURITY OF THE CLASS B-2 CITICERTIFICATES
(AT AN ASSUMED PURCHASE PRICE OF 97.4688%
OF THEIR INITIAL STATED AMOUNT PLUS ACCRUED INTEREST)
PREPAYMENT SPEED
-------------------------------------------------------------------------------------------
20% LOSS SEVERITY 30% LOSS SEVERITY
--------------------------------------- ---------------------------------------
SDA PERCENTAGE 100% 275% 400% 100% 275% 400%
-------------- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
50% 7.099% 7.145% 7.168% 7.101% 7.145% 7.168%
100% 7.077 7.145 7.169 5.496 7.148 7.169
150% 5.591 7.148 7.169 (19.001) 3.296 7.121
200% (3.777) 5.771 7.171 (30.297) (21.032) (0.099)
The following table sets forth the amount of Realized Losses that would be
incurred with respect to the CitiCertificates in the aggregate under each of the
scenarios in the preceding tables, expressed as a percentage of the Initial
Mortgage Loan Balance:
</TABLE>
<TABLE>
<CAPTION>
AGGREGATE REALIZED LOSSES
PREPAYMENT SPEED
-------------------------------------------------------------------------------------------
20% LOSS SEVERITY 30% LOSS SEVERITY
--------------------------------------- ---------------------------------------
SDA PERCENTAGE 100% 275% 400% 100% 275% 400%
-------------- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
50% 0.309% 0.218% 0.175% 0.463% 0.327% 0.262%
100% 0.613 0.433 0.347 0.919 0.650 0.521
150% 0.912 0.646 0.518 1.368 0.968 0.777
200% 1.207 0.855 0.687 1.810 1.283 1.031
</TABLE>
OPTIONAL TERMINATION
Holders of all outstanding CitiCertificates may receive a distribution
reducing the Stated Amount of such CitiCertificates to zero upon the repurchase
by CMSI of the underlying Mortgage Loans and any property acquired in
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<PAGE>
respect thereof in full, at CMSI's option, at any time after the Pool
Adjusted Balance is less than 5% of the Initial Mortgage Loan Balance, provided
CMSI has received an opinion of counsel or other evidence that such repurchase
and the related distribution will constitute a "qualified liquidation" within
the meaning of Code Section 860F(a)(4)(A), will not affect the REMIC status of
the Trust and will not otherwise subject the Trust to tax. CMSI reserves the
right to transfer its right to repurchase the Mortgage Loans as described above
to any third party. See "THE POOLING AGREEMENTS--Termination; Repurchase of
Mortgage Loans and Mortgage Certificates" in the Prospectus. Any such final
distribution in reduction of Stated Amount with respect to the CitiCertificates
will be paid to Certificateholders in order of their priority of distribution as
described under "SUMMARY OF PROSPECTUS AND PROSPECTUS SUPPLEMENT--Priority of
Distributions." The proceeds from such a distribution may not be sufficient to
distribute the full amount to which each Class is entitled if the purchase price
is based in part on the fair market value of the acquired property of the Trust.
TRUSTEE AND AGENTS
The trustee for the CitiCertificates will be State Street Bank and Trust
Company, which will also act as Paying Agent, Transfer Agent and Certificate
Registrar for the CitiCertificates.
SERVICING COMPENSATION
CMSI will act as servicer of the Mortgage Loans, as well as REMIC servicer
for the Pool (together, the "Servicer"). CMSI will be entitled to Servicing
Compensation equal to a monthly fee of 0.25% per annum of the aggregate Adjusted
Balance of the Mortgage Loans (the "Servicing Fee"), payable from interest
payments received in respect of the Mortgage Loans, as well as late payment
charges, assumption fees and other similar amounts set forth in the Pooling
Agreement. CMSI currently intends to subcontract its duties as Servicer of the
Mortgage Loans to CMI.
The Servicer will pay the expenses of the Trust, including the Trustee's
fee, accounting fees and other related expenses. See "DESCRIPTION OF
CERTIFICATES--The Servicer" in the Prospectus.
BOOK-ENTRY REGISTRATION
Each of the Offered Senior CitiCertificates (other than the Class A-8
CitiCertificates) will initially be issued in book-entry form and will be
represented by a single physical certificate registered in the name of Cede, as
nominee of DTC, which will be the "holder" or "Certificateholder" of such Class
A CitiCertificates as such terms are used herein. No Beneficial Owner will be
entitled to receive a certificate representing such person's interest in the
Book-Entry CitiCertificates or the Trust, except as set forth below under
"--Definitive Certificates." Unless and until Definitive Certificates (as
defined herein) are issued under the limited circumstances described herein, all
references to actions taken by Certificateholders or holders shall refer to
actions taken by DTC upon instructions from its Participants (as defined below),
and all references herein to distributions and notices of redemption to
Certificateholders or holders shall refer to distributions and notices of
redemption to DTC or Cede, as the registered holder of the Book-Entry
CitiCertificates for distribution to Participants in accordance with DTC
procedures.
DTC is a limited purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the Uniform Commercial Code as adopted in the
State of New York and a "clearing agency" registered pursuant to Section 17A of
the Securities Exchange Act of 1934, as amended. DTC was created to hold
securities for its participating organizations ("Participants") and to
facilitate the clearance and settlement of securities transactions between
Participants through electronic book-entries, thereby eliminating the need for
physical movement of certificates. Participants include securities brokers and
dealers (including the Underwriter), banks, trust companies and clearing
corporations. Indirect access to the DTC system also is available to others such
as banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a Participant, either directly or indirectly
("Indirect Participants").
Under the rules, regulations and procedures creating and affecting DTC and
its operations (the "Rules"), DTC is required to make book-entry transfers of
Book-Entry CitiCertificates among Participants on whose behalf it acts with
respect to the Book-Entry CitiCertificates and to receive and transmit
distributions of principal of and interest on the Book-Entry CitiCertificates.
Participants and Indirect Participants with which Beneficial Owners have
accounts with respect to the Book-Entry CitiCertificates similarly are required
to make book-entry transfers and receive and transmit such payments on behalf of
their respective Beneficial Owners.
S-55
<PAGE>
Beneficial Owners that are not Participants or Indirect Participants but
desire to purchase, sell or otherwise transfer ownership of, or other interests
in, Book-Entry CitiCertificates may do so only through Participants and Indirect
Participants. In addition, Beneficial Owners will receive all distributions of
principal and interest from the Trustee, or a paying agent on behalf of the
Trustee, through DTC Participants. DTC will forward such distributions to its
Participants, which thereafter will forward them to Indirect Participants or
Beneficial Owners. Beneficial Owners will not be recognized by the Trustee, the
Servicer or any paying agent as Certificateholders, as such term is used in the
Pooling Agreement, and Beneficial Owners will be permitted to exercise the
rights of Certificateholders only indirectly through DTC and its Participants.
Because DTC can only act on behalf of Participants, who in turn act on
behalf of Indirect Participants and certain banks, the ability of a Beneficial
Owner to pledge Book-Entry CitiCertificates to persons or entities that do not
participate in the DTC system, or to otherwise act with respect to such
Book-Entry CitiCertificates, may be limited due to the lack of a physical
certificate for such Book-Entry CitiCertificates. In addition, under a
book-entry format, Beneficial Owners may experience delays in receipt of their
payments, since distributions will be made by the Servicer, or a paying agent on
behalf of the Servicer, to Cede, as nominee for DTC.
DTC has advised the Issuer that it will take any action permitted to be
taken by a Certificateholder under the Pooling Agreement only at the direction
of one or more Participants to whose accounts with DTC the Book-Entry
CitiCertificates are credited. Additionally, DTC has advised the Issuer that it
will take such actions only at the direction of and on behalf of Participants
whose holdings of Book-Entry CitiCertificates evidence the corresponding
percentage of ownership interests. DTC may take conflicting actions to the
extent that Participants whose holdings of Book-Entry CitiCertificates evidence
such percentage of ownership interests authorize divergent action.
Neither the Issuer, the Servicer nor the Trustee will have any
responsibility for any aspect of the records relating to or payments made on
account of beneficial ownership interests of Book-Entry CitiCertificates held by
Cede, as nominee for DTC, or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.
DEFINITIVE CERTIFICATES
The Class A-8 CitiCertificates, the Class M CitiCertificates, the Unoffered
Class A-IO CitiCertificates, the Offered Class B CitiCertificates, the Unoffered
Class B CitiCertificates and the Residual Certificates will be issued in fully
registered, certificated form ("Definitive Certificates"). The Book-Entry
CitiCertificates will be issued as Definitive Certificates to Beneficial Owners
or their nominees, rather than to DTC or its nominee, only if (i) the Servicer
advises the Trustee in writing that DTC is no longer willing or able to
discharge properly its responsibilities as depository with respect to the
Book-Entry CitiCertificates and the Servicer is unable to locate a qualified
successor, (ii) the Servicer, at its option, elects to terminate the book-entry
system through DTC or (iii) after the occurrence of a dismissal or resignation
of the Servicer under the Pooling Agreement, Beneficial Owners representing not
less than 51% of the ownership interests of each outstanding Subclass of
Book-Entry CitiCertificates advise the Trustee through DTC in writing that the
continuation of a book-entry system through DTC (or a successor thereto) is no
longer in the Beneficial Owners' best interest.
Upon the occurrence of any event described in the preceding paragraph, the
Trustee will be required to notify all Beneficial Owners through Participants of
the availability of Definitive Certificates.
Upon surrender by DTC of the definitive CitiCertificates representing the
Book-Entry CitiCertificates and receipt of instructions for re-registration, the
Trustee will reissue the Book-Entry CitiCertificates as Definitive Certificates
to Beneficial Owners. Distributions of principal of, and interest on, the
Book-Entry CitiCertificates will thereafter be made by the Trustee, or a paying
agent on behalf of the Trustee, directly to holders of Definitive Certificates
in accordance with the procedures set forth in the Pooling Agreement.
Definitive Certificates will be transferable and exchangeable at the
offices of the Trustee. No service charge will be imposed for any registration
of transfer or exchange, but the Trustee may require payment of a sum sufficient
to cover any tax or other governmental charge imposed in connection therewith.
REPORTS TO CERTIFICATEHOLDERS
Unless and until Definitive Certificates are issued in respect of the
Book-Entry CitiCertificates, monthly and annual reports containing information
concerning the Trust and prepared by the Servicer pursuant to the Pooling
S-56
<PAGE>
Agreement will be sent to Cede as nominee of DTC and registered holder of
the Book-Entry CitiCertificates, as well as to holders of the Definitive
Certificates. The Pooling Agreement does not require the sending of any
financial reports to the Beneficial Owners. Beneficial Owners may obtain copies
of any Distribution Date statement free of charge upon request from the Servicer
at (314) 256-6406.
VOTING RIGHTS
At all times, 98% of the voting rights of holders of the CitiCertificates
under the Pooling Agreement will be allocated among the Class A
CitiCertificates, the Class M CitiCertificates and the Class B CitiCertificates
based upon such Class's pro rata interest in the Trust. The holders of the
Unoffered Class A-IO CitiCertificates will be allocated 2% of such voting
rights. Voting rights will be allocated among the Subclasses of the same Class
in proportion to their percentage interest in such Class based on their Stated
Amounts.
CERTAIN ERISA CONSIDERATIONS
The Department of Labor has granted to the Underwriter an administrative
exemption, Prohibited Transaction Exemption PTE 90-29 (the "Exemption"), from
certain of the prohibited transaction rules of ERISA and certain of the excise
taxes imposed by Section 4975 of the Code with respect to the initial purchase,
the holding, and the subsequent resale by ERISA Plans of certificates in
pass-through trusts that meet the conditions and requirements of the Exemption.
The Exemption should apply to the acquisition, holding, and resale of the
Offered Senior CitiCertificates by an ERISA Plan, provided that specified
conditions (certain of which are described below) are met.
Among the conditions which must be satisfied for the Exemption to apply to
the acquisition by an ERISA Plan of the Offered Senior CitiCertificates are the
following: (1) the acquisition of the Offered Senior CitiCertificates by an
ERISA Plan is on terms (including the price for such CitiCertificates) that are
at least as favorable to the ERISA Plan as they would be in an arm's-length
transaction with an unrelated party; (2) the rights and interests evidenced by
the Offered Senior CitiCertificates acquired by the ERISA Plan are not
subordinated to the rights and interests evidenced by other certificates of the
Trust; (3) the Offered Senior CitiCertificates acquired by the ERISA Plan have
received a rating at the time of such acquisition that is in one of the three
highest generic rating categories from any of S&P, Fitch, Duff & Phelps Credit
Rating Co. or Moody's Investors Service, Inc.; (4) the sum of all payments made
to the Underwriter in connection with the distribution of the Offered Senior
CitiCertificates represents not more than reasonable compensation for
underwriting such CitiCertificates; and (5) the sum of all payments made to and
retained by the Servicer represents not more than reasonable compensation for
the Servicer's services under the Pooling Agreement and reimbursement of the
Servicer's reasonable expenses in connection therewith.
In addition, it is a condition that the ERISA Plan investing in the Offered
Senior CitiCertificates be an "accredited investor" as defined in Rule 501(a)(1)
of Regulation D of the Commission under the Securities Act of 1933, as amended
(the "Securities Act").
The Exemption does not apply to the acquisition and holding of Offered
Senior CitiCertificates by ERISA Plans sponsored by the Issuer, the Underwriter,
the Trustee, the Servicer, or any affiliate of such parties. Moreover, the
Exemption provides relief from certain self-dealing/conflict of interest
prohibited transactions, only if, among other requirements (i) an ERISA Plan's
investment in each Class A Subclass of the Class A CitiCertificates does not
exceed 25% of that Class A Subclass outstanding at the time of the acquisition
and (ii) immediately after the acquisition, no more than 25% of the assets of an
ERISA Plan with respect to which the person who has discretionary authority or
renders advice are invested in certificates representing an interest in a trust
containing assets sold or serviced by the same person.
A governmental plan as defined in Section 3(32) of ERISA is not subject to
ERISA or Code Section 4975. However, such a governmental plan may be subject to
a federal, state, or local law, which is, to a material extent, similar to the
provisions or ERISA or Section 4975 of the Code ("Similar Law"). A fiduciary of
a governmental plan should make its own determination as to the need for the
availability of any exemptive relief under Similar Law.
Neither the Exemption nor PTE 83-1 (discussed under "ERISA Considerations"
in the Prospectus) applies to the acquisition or holding of the Class M
CitiCertificates or the Offered Class B CitiCertificates, which are subordinated
to the Class A and Unoffered Class A-IO CitiCertificates. Accordingly, no
transfer of an Offered Class B CitiCertificate or Class M CitiCertificate to a
Plan will be registered unless the transferee (i) executes a
S-57
<PAGE>
representation letter in form and substance satisfactory to the Trustee
stating that (a) it is not, and is not acting on behalf of a Plan or using the
assets of any such Plan to effect such purchase or (b) if it is an insurance
company, the source of funds used to purchase the Class M CitiCertificates or
Offered Class B CitiCertificates, as the case may be, is an "insurance company
general account" (as such term is defined in Section V(e) of Prohibited
Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12,
1995) and there is no Plan with respect to which the amount of such general
account's reserves and liabilities for the contract(s) held by or on behalf of
such Plan and all other Plans maintained by the same employer (or affiliate
thereof as defined in Section V(a)(1) of PTE 95-60) or by the same employee
organization, exceed 10% of the total of all reserves and liabilities of such
general account (as such amounts are determined under Section I(a) of PTE 95-60)
at the date of acquisition or (ii) delivers (A) an opinion of counsel in form
and substance satisfactory to the Trustee and the Issuer that the purchase or
holding of the Class M CitiCertificates or Offered Class B CitiCertificates by
or on behalf of such Plan will not result in the assets of the Trust being
deemed to be "plan assets" and subject to the prohibited transaction provisions
of ERISA and the Code or Similar Law and will not subject the Servicer (or its
designee), the Issuer or the Trustee to any obligation in addition to those
undertaken in the Pooling Agreement and (B) such other opinions of counsel,
officers' certificates and agreements as the Trustee and the Issuer may require
in connection with such transfer.
Fiduciaries that are investing or that could be deemed to be investing
assets of Plans should consult their legal advisors, and refer to the discussion
under "CERTAIN ERISA CONSIDERATIONS" in the Prospectus.
LEGAL INVESTMENT
The Class A and Class M CitiCertificates will constitute "mortgage related
securities" for purposes of SMMEA, so long as they are rated in one of the two
highest rating categories by at least one nationally recognized statistical
rating organization. As "mortgage related securities," such CitiCertificates
will constitute legal investments for certain entities to the extent provided in
SMMEA. However, there are regulatory requirements and considerations applicable
to regulated financial institutions and restrictions on the ability of such
institutions to invest in certain types of mortgage related securities.
THE OFFERED CLASS B CITICERTIFICATES WILL NOT CONSTITUTE "MORTGAGE RELATED
SECURITIES" FOR PURPOSES OF SMMEA.
Prospective purchasers of the Offered CitiCertificates should consult their
own legal, tax and accounting advisors in determining the suitability of and
consequences to them of the purchase, ownership and disposition of the Offered
CitiCertificates. See "LEGAL INVESTMENT" in the Prospectus.
PLAN OF DISTRIBUTION
Subject to the terms and conditions of the Underwriting Agreement among
Citicorp, the Issuer and the Underwriter (the "Underwriting Agreement"), the
Offered CitiCertificates are being purchased from the Issuer by the Underwriter
upon issuance. The Underwriter is committed to purchase all of the Offered
CitiCertificates if any CitiCertificates are purchased. Distribution of such
Offered CitiCertificates is being made by the Underwriter from time to time in
negotiated transactions or otherwise at varying prices to be determined at the
time of sale. Proceeds to the Issuer will be approximately 99.65051% of the
aggregate Initial Stated Amount of the Class A CitiCertificates, approximately
100.609375% of the aggregate Initial Stated Amount of the Class M
CitiCertificates and approximately 98.62500% of the aggregate Initial Stated
Amount of the Offered Class B CitiCertificates, plus accrued interest as set
forth on the front cover hereof and before deducting expenses payable by the
Issuer, provided that if the aggregate Initial Stated Amount of the Class A
CitiCertificates is less than $481,037,868, the aggregate proceeds to the Issuer
(stated as a percentage of the aggregate Initial Stated Amount of the Class A
CitiCertificates) will be adjusted upwards by not more than 0.001% and if the
aggregate Initial Stated Amount of the Class A CitiCertificates is greater than
$481,037,868, the aggregate proceeds to the Issuer (stated as a percentage of
the aggregate Initial Stated Amount of the Class A CitiCertificates) will be
adjusted downwards by not more than 0.001%. In connection with the purchase and
sale of the Offered CitiCertificates, the Underwriter may be deemed to have
received compensation from the Issuer in the form of underwriting discounts.
Subject to the terms and conditions of the purchase agreement among
Citicorp, the Issuer and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the
"Purchase Agreement"), the Unoffered Class B CitiCertificates (not
S-58
<PAGE>
offered hereby) are being purchased by Merrill Lynch, Pierce, Fenner &
Smith Incorporated upon issuance. Merrill Lynch, Pierce, Fenner & Smith
Incorporated is committed to purchase all of the Unoffered Class B
CitiCertificates if any Offered CitiCertificates are purchased. The Unoffered
Class B CitiCertificates will be offered through Merrill Lynch, Pierce, Fenner &
Smith Incorporated in one or more negotiated transactions, as a private
placement to a limited number of institutional investors. The closing of the
sale of the Unoffered Class B CitiCertificates under the Purchase Agreement is a
condition to the closing of the sale of the Offered CitiCertificates to the
Underwriter.
The Underwriting Agreement provides that the Issuer and Citicorp will
indemnify the Underwriter against certain civil liabilities under the Securities
Act or contribute to payments the Underwriter may be required to make in respect
thereof.
On April 5, 1998, Citicorp, of which the Issuer, CMI, CFSB and Citibank are
wholly owned subsidiaries, and Travelers Group Inc. ("Travelers"), agreed to
merge (the "Merger"). The combined company will be known as Citigroup Inc. The
Merger is expected to close in October 1998.
LEGAL MATTERS
Certain legal matters will be passed upon for the Issuer and Citicorp by
Stephen E. Dietz, as an Associate General Counsel of Citibank, N.A., and for the
Underwriter by Cadwalader, Wickersham & Taft, New York, New York. Certain
federal income tax matters will be passed upon for the Issuer by Rona Daniels,
Vice President and Tax Counsel for Asset Securitization of Citibank, N.A. Each
of Mr. Dietz and Ms. Daniels owns or has the right to acquire a number of shares
of common stock of Citicorp equal to less than 0.01% of the outstanding common
stock of Citicorp. Certain ERISA matters will be passed upon for the Issuer by
Cadwalader, Wickersham & Taft, New York, New York.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following document filed with the Commission by the Issuer is
incorporated as of its filing date in this Prospectus Supplement and Prospectus
by reference:
Current Report on Form 8-K dated September 22, 1998, filed pursuant to
Section 13 of the Exchange Act.
All reports subsequently filed by the Issuer pursuant to Sections 13(a) and
(c) of the Exchange Act, any definitive proxy or information statements filed
pursuant to Section 14 of the Exchange Act in connection with any stockholders'
meeting and any reports filed pursuant to Section 15(d) of the Exchange Act
prior to the termination of the offering of the CitiCertificates offered hereby
shall be deemed to be incorporated by reference into this Prospectus Supplement
and Prospectus and to be a part hereof.
S-59
<PAGE>
INDEX OF PRINCIPAL DEFINITIONS IN PROSPECTUS SUPPLEMENT
PAGE
----
Adjusted Balance ........................................................ S-24
Adjustment Amount ....................................................... S-42
Available PO Loss Funds ................................................. S-14
Bankruptcy Coverage Termination Date .................................... S-43
Bankruptcy Loss ......................................................... S-37
Bankruptcy Loss Amount .................................................. S-43
Beneficial Owner ........................................................ S-7
Book-Entry CitiCertificates ............................................. S-4
Cede .................................................................... S-4
Certificate Account ..................................................... S-19
Certificateholder ....................................................... S-4
CFSB .................................................................... S-2
Citibank ................................................................ S-2
CitiCertificates ........................................................ S-2
Class A CitiCertificates ................................................ S-1
Class A Interest Amount ................................................. S-11
Class A Non-PO Principal Amount ......................................... S-34
Class A Optimal Principal Amount ........................................ S-34
Class A Percentage ...................................................... S-37
Class A PO Principal Amount ............................................. S-34
Class A Prepayment Percentage ........................................... S-37
Class A Principal Distribution Amount ................................... S-33
Class A Stated Amount ................................................... S-6
Class A Subclass ........................................................ S-2
Class A Subclass Interest Amount ........................................ S-29
Class A Subclass Interest Shortfall Amount .............................. S-12
Class A Subclass Stated Amount .......................................... S-6
Class A Unpaid Interest Shortfall ....................................... S-12
Class A-3 Percentage .................................................... S-35
Class A-3 Prepayment Shift Percentage ................................... S-35
Class A-3 Priority Amount ............................................... S-35
Class B CitiCertificates ................................................ S-2
Class B Interest Amount ................................................. S-29
Class B Percentage ...................................................... S-38
Class B Prepayment Percentage ........................................... S-39
Class B Stated Amount ................................................... S-7
Class B Subclass ........................................................ S-2
Class B Subclass Principal Distribution Amount .......................... S-15
Class B Subclass Stated Amount .......................................... S-7
Class B-1 Interest Amount ............................................... S-11
Class B-2 Interest Amount ............................................... S-11
Class B-1 Principal Distribution Amount ................................. S-15
Class B-2 Principal Distribution Amount ................................. S-15
Class B-1 Stated Amount ................................................. S-7
Class B-2 Stated Amount ................................................. S-7
Class B-1 Unpaid Interest Shortfall ..................................... S-13
Class B-2 Unpaid Interest Shortfall ..................................... S-13
Class M CitiCertificates ................................................ S-2
Class M Interest Amount ................................................. S-11
Class M Optimal Distribution Amount ..................................... S-33
Class M Optimal Principal Amount ........................................ S-36
Class M Percentage ...................................................... S-38
S-60
<PAGE>
PAGE
----
Class M Prepayment Percentage ........................................... S-38
Class M Principal Distribution Amount ................................... S-15
Class M Stated Amount ................................................... S-7
Class M Unpaid Interest Shortfall ....................................... S-13
Closing Date ............................................................ S-8
CMI ..................................................................... S-2
CMSI .................................................................... S-2
Code .................................................................... S-22
Commission .............................................................. S-22
Compensating Cap ........................................................ S-12
Current Class B-1 Subordination Level ................................... S-16
Current Class B-2 Subordination Level ................................... S-17
Current Class M Subordination Level ..................................... S-16
Cut-Off Date ............................................................ S-1
Debt Service Reduction .................................................. S-37
Deficient Valuation ..................................................... S-37
Definitive Certificates ................................................. S-56
Detailed Description .................................................... S-24
Discount Mortgage Loans ................................................. S-33
Distributable Unoffered Class A-IO Interest Amount ...................... S-11
Distribution Date ....................................................... S-2
DTC ..................................................................... S-1
ERISA ................................................................... S-22
ERISA Plan .............................................................. S-22
Excess Bankruptcy Losses ................................................ S-43
Excess Fraud Losses ..................................................... S-43
Excess Special Hazard Losses ............................................ S-42
Exemption ............................................................... S-22
Extraordinary Losses .................................................... S-43
Fitch ................................................................... S-23
Fraud Coverage Termination Date ......................................... S-42
Fraud Loss .............................................................. S-37
Fraud Loss Amount ....................................................... S-42
Indirect Participants ................................................... S-55
Initial Mortgage Loan Balance ........................................... S-2
Initial Stated Amount ................................................... S-1
Issuer .................................................................. S-2
Last Scheduled Distribution Date ........................................ S-17
LIBOR ................................................................... S-12
LIBOR Accrual Period .................................................... S-11
LIBOR CitiCertificates .................................................. S-2
LIBOR Determination Date ................................................ S-32
Liquidated Loan ......................................................... S-37
Liquidated Loan Loss .................................................... S-37
Liquidation Proceeds .................................................... S-37
Loss Severity Percentage ................................................ S-53
Merger .................................................................. S-59
Mortgage Loans .......................................................... S-2
NNR ..................................................................... S-33
Non-PO Loss Amount ...................................................... S-41
Non-PO Percentage ....................................................... S-35
Non-PO Pool Adjusted Balance ............................................ S-30
Non-Supported Interest Shortfall ........................................ S-12
S-61
<PAGE>
PAGE
----
Offered CitiCertificates ................................................ S-2
Offered Class B CitiCertificates ........................................ S-2
Offered Class B Interest Amount ......................................... S-11
Offered Class B Optimal Distribution Amount ............................. S-34
Offered Class B Stated Amount ........................................... S-7
Offered Class B Subclass ................................................ S-2
Offered Class B Subclass Interest Amount ................................ S-29
Offered Class B Subclass Optimal Distribution Amount .................... S-33
Offered Class B Subclass Optimal Principal Amount ....................... S-36
Offered Class B Subclass Percentage ..................................... S-39
Offered Class B Subclass Prepayment Percentage .......................... S-39
Offered Class B Subclass Stated Amount .................................. S-30
Offered Class B Subclass Unpaid Interest Shortfall ...................... S-13
Offered Senior CitiCertificates ......................................... S-2
Offered Subordinated CitiCertificates ................................... S-2
Original Subordinated Stated Amount ..................................... S-38
Participants ............................................................ S-55
Plan .................................................................... S-22
Pool. ................................................................... S-2
Pool Adjusted Balance ................................................... S-31
Pool Distribution Amount ................................................ S-15
Pooling Agreement ....................................................... S-6
PO Loss Amount .......................................................... S-30
PO Percentage ........................................................... S-34
Premium Mortgage Loans .................................................. S-33
Prepayment Interest Shortfalls .......................................... S-12
Prepayment Model ........................................................ S-44
PTE 95-60 ............................................................... S-58
Purchase Agreement ...................................................... S-58
Realized Losses ......................................................... S-37
REMIC ................................................................... S-2
Residual Certificates ................................................... S-2
Rules ................................................................... S-55
Scheduled Principal Amount .............................................. S-35
SDA ..................................................................... S-53
Securities Act .......................................................... S-57
Servicer ................................................................ S-55
Servicing Fee ........................................................... S-55
Similar Law ............................................................. S-22
SMMEA ................................................................... S-5
Special Hazards ......................................................... S-37
Special Hazard Loss ..................................................... S-37
Special Hazard Loss Amount .............................................. S-42
Special Hazard Termination Date ......................................... S-42
S&P ..................................................................... S-23
Standard Accrual Period ................................................. S-11
Structuring Assumptions ................................................. S-45
Subordinated CitiCertificates ........................................... S-8
Subordinated CitiCertificate Percentage ................................. S-38
Subordinated Prepayment Percentage ...................................... S-38
Subordination Depletion Date ............................................ S-9
Travelers ............................................................... S-59
Trust ................................................................... S-2
S-62
<PAGE>
PAGE
----
Trustee ................................................................. S-6
Underwriter ............................................................. S-1
Underwriting Agreement .................................................. S-58
Unoffered Class A-IO Interest Amount .................................... S-11
Unoffered Class A-IO CitiCertificates ................................... S-2
Unoffered Class A-IO Notional Amount .................................... S-6
Unoffered Class A-IO Unpaid Interest Shortfall .......................... S-13
Unoffered Class B CitiCertificates ...................................... S-2
Unoffered Class B Interest Amount ....................................... S-29
Unoffered Class B Stated Amount ......................................... S-7
Unoffered Class B Subclass Interest Amount .............................. S-29
Unoffered Class B Subclass Stated Amount ................................ S-30
Unpaid PO Loss Amount ................................................... S-34
Unscheduled Principal Amount ............................................ S-36
S-63
<PAGE>
================================================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THE PROSPECTUS OR THIS PROSPECTUS
SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON. NEITHER THE PROSPECTUS NOR THIS PROSPECTUS SUPPLEMENT
CONSTITUTES AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY
SECURITIES OTHER THAN THE OFFERED CITICERTIFICATES DESCRIBED IN THIS PROSPECTUS
SUPPLEMENT OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY THE
OFFERED CITICERTIFICATES TO ANY PERSON IN ANY STATE OR OTHER JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THE
PROSPECTUS NOR THIS PROSPECTUS SUPPLEMENT NOR ANY SALE MADE THEREUNDER OR
HEREUNDER AT ANY TIME IMPLIES THAT INFORMATION HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF OR THEREOF.
----------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PAGE
----
Summary of Prospectus and Prospectus Supplement ........................ S-5
Description of the Pool and the Mortgaged Properties ................... S-24
Risk Factors for Purchasers of Class M CitiCertificates and Offered
Class B CitiCertificates .............................................. S-26
Description of the Offered CitiCertificates ............................ S-29
Certain ERISA Considerations ........................................... S-57
Legal Investment ....................................................... S-58
Plan of Distribution ................................................... S-58
Legal Matters .......................................................... S-59
Incorporation of Certain Documents by Reference ........................ S-59
Index of Principal Definitions in Prospectus Supplement ................ S-60
PROSPECTUS
Report to Certificateholders ........................................... 2
Additional Information ................................................. 2
Available Information .................................................. 2
Available Detailed Information ......................................... 2
Incorporation of Certain Documents By Reference ........................ 3
Description of Certificates ............................................ 4
The Pools .............................................................. 15
Citicorp Mortgage Securities, Inc. ..................................... 23
The Originators ........................................................ 23
Loan Underwriting Policies ............................................. 25
Delinquency, Foreclosure and Loss Considerations and Experience ........ 30
Citicorp ............................................................... 34
Use of Proceeds ........................................................ 34
The Pooling Agreements ................................................. 34
Certain ERISA Considerations ........................................... 40
Legal Investment ....................................................... 42
Certain Federal Income Tax Consequences ................................ 43
Plans of Distribution .................................................. 64
Experts ................................................................ 64
Appendix A: The Mortgage Loans and CitiMortgage Certificates
Appendix B: The Agency Certificates
Index of Principal Definitions
================================================================================
================================================================================
$497,072,463
(APPROXIMATE)
CITICORP MORTGAGE
SECURITIES, INC.
(PACKAGER AND SERVICER)
REMIC PASS-THROUGH CERTIFICATES
SERIES 1998-8
----------
PROSPECTUS SUPPLEMENT
SEPTEMBER 23, 1998
----------
MERRILL LYNCH & CO.
================================================================================
