SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
(formerly known as "Chemical Commercial Mortgage Securities Corp.")
Issuer in respect of Commercial Mortgage Pass-Through
Certificates, Series 1996-1 and Series 1996-2
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(Exact Name of Registrant)
For the fiscal year 333-05271
ended December 31, 1996 Commission File Number
New York 13-3728743
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(State or other (IRS Employer
jurisdiction of Identification No.)
incorporation)
380 Madison Avenue, New York 10017-2951
Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 622-3510
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by a check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes: x No:
All of the Registrant's voting stock is held by The Chase Manhattan Corporation.
None of the Registrant's voting stock is held by non-affiliates.
Registrant has not been involved in bankruptcy proceedings during the preceding
five years.
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This Annual Report on Form 10-K is filed in accordance with a letter
to the Office of Chief Counsel, Division of Corporation Finance of the
Securities and Exchange Commission (the "Division"), dated September 17, 1996,
requesting advise from the Division that it will raise no objection if Chase
Commercial Mortgage Securities Corp.(the "Registrant") files reports pursuant
to Section 15(d), 13 and 16 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), in the manner described therein, submitted to the Office
of Chief Counsel on behalf of the Registrant. Accordingly, responses to certain
Items have been omitted from or modified in this Annual Report on Form 10-K.
The Registrant's Commercial Mortgage Pass-Through Certificates,
Series 1996-1 and 1996-2 (the "Certificates"), represent the entire beneficial
ownership interest in a trust fund (the "Trust Fund") consisting, among other
things, of a segregated pool of conventional 39 multifamily and 48
commercial and 94 multifamily and 2 mobile home community, fixed-rate
mortgage loans, respectively, (the "Mortgage Loans").
PART I
Item 1. Business.
Omitted.
Item 2. Properties.
Information regarding the mortgaged properties is included in the
Annual Statements of Compliance filed under Item 14 hereof and the Forms 8-K
previously filed, as described in Item 14 hereof.
Item 3. Legal Proceedings.
The registrant knows of no material pending legal proceedings with
respect to the Trust Fund, involving the Trust Fund, LaSalle National Bank
(the "Trustee") or The Chase Manhattan Bank (the "Servicer").
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of Certificateholders during the
fiscal year covered by this report.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
To the knowledge of the registrant, the Certificates are traded in
the over-the-counter market to a limited extent.
The records of the Trust indicate that as of December 31, 1996 there
were three Certificateholders of record.
Item 6. Selected Financial Data.
Omitted.
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Omitted.
Item 8. Financial Statements and Supplementary Data.
Omitted.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
None.
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PART III
Item 10. Directors and Executive Officers of the Registrant.
Omitted.
Item 11. Executive Compensation.
Omitted.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
As of December 31, 1996, the numbers of Certificateholders of record
holding more than 5% of each class of the Series 1996-1 and 1996-2
Certificates were as follows:
class number of 5% holders
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Series 1996-1: A-1 9
A-2 7
B 5
C 3
D 1
E 2
F 2
G 2
H 2
P 1
R 1
X 2
Series 1996-2: A-1 4
A-2 6
B 7
C 3
D 3
E 1
F 2
G 2
H 2
LR 1
R 1
X 4
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Item 13. Certain Relationships and Related Transactions.
Omitted.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports of Form 8-K.
(a) The following documents are filed as part of this Annual Report
on Form 10-K:
Exhibit Number Description
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99.1 Annual Statement of Compliance for the year ended
December 31, 1996.
99.2 Annual Independent Public Accountant's Servicing
Statement for the year ended December 31, 1996.
(b) The following Current Reports on Form 8-K were filed by the
registrant during 1996:
(1) Current Report on Form 8-K, dated October 17, 1996 reporting
Items 5 and 7(c), with respect to the September 18, 1996
distribution to Certificateholders.
(2) Current Report on Form 8-K, dated November 5, 1996 reporting
Items 5 and 7(c), with respect to the October 18, 1996
distribution to Certificateholders.
(3) Current Report on Form 8-K, dated December 11, 1996 reporting
Items 5 and 7(c), with respect to the November 18, 1996
distribution to Certificateholders.
(c), (d) Omitted.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized
Date: April 1, 1997
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
By: /s/ Denis Kelly
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Name: Denis Kelly
Title: Assistant Treasurer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
Date: April 1, 1997 By: /s/ Jacqueline R. Slater
Name: Jacqueline R. Slater
Title: Chairman and President
(Principal Executive officer and Principal
Financial Officer) and Director
Date: April 1, 1997 By: /s/ William T. Barry
Name: William T. Barry
Title: Treasurer (Principal Accounting
Officer)
Date: April 1, 1997 By: /s/ Joseph A. DeLuca
Name: Joseph A. DeLuca
Title: Director
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.
No annual report, proxy statement, form of proxy or other proxy soliciting
material has been sent to Certificateholders during the period covered by this
Annual Report on Form 10-K and the registrant does not intend to furnish such
materials to Certificateholders subsequent to the filing of this report.
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INDEX TO EXHIBITS
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Exhibit Number Description
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99.1 Annual Statement as to Compliance for
year ended December 31, 1996
99.2 Annual Statement of Compliance for
the year ended December 31, 1996.
99.3 Annual Independent Public
Accountant's Servicing Statement
for the year ended December 31, 1996.
<PAGE>
Exhibit 99.1
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Letterhead of Chase Commercial Mortgage Bank
380 Madison Avenue, 11th Floor
New York, New York 10017
Date: March 25, 1997
OFFICER'S CERTIFICATE
Annual Statement as to Compliance for Calendar Year 1996
Commercial Mortgage Pass Through Certificates
Series 1996-1 of Chase Commercial Mortgage Securities
Corp. (the "Company")
A review of the activities of Chase Commercial Mortgage Bank (a unit of
The Chase Manhattan Bank), as Servicer (the "Servicer") under the
Pooling and Servicing Agreement, dated as of July 1, 1996 (the "Pooling
Agreement"), among the Company, the Servicer, Lennar Partners, Inc., as
Special Servicer, LaSalle National Bank, as Trustee, and ABN Amro Bank,
N.V., as Fiscal Agent, during the preceding year, and its performance
under the Pooling Agreement, has been made under this officer's
supervision.
To the best of this officer's knowledge, we have maintained an
effective internal control system relating to our servicing of the
Mortgaged Loans and have fulfilled our obligations throughout such year.
The Servicer has received no notification regarding qualification, or
challenging the status, of the Trust Fund as a REMIC from the IRS or
any other governmental agency.
Terms not separately defined herein have the meanings specified in the
Pooling Agreement.
I have hereunto signed my name and affixed the seal of the Servicer.
Date: 3/25/97 By Signed: Janice M. Smith
Name: Janice M. Smith
Title: Vice President
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Exhibit 99.2
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Letterhead of Chase Commercial Mortgage Bank
380 Madison Avenue, 11th Floor
New York, New York 10017
Date: March 25, 1997
OFFICER'S CERTIFICATE
Annual Statement as to Compliance for Calendar Year 1996
Commercial Mortgage Pass Through Certificates
Series 1996-2 of Chase Commercial Mortgage Securities
Corp. (the "Company")
A review of the activities of Chase Commercial Mortgage Bank (a unit of
The Chase Manhattan Bank), as Servicer (the "Servicer") under the
Pooling and Servicing Agreement, dated as of December 1, 1996 (the
"Pooling Agreement"), among the Company, the Servicer, Lennar Partners,
Inc., as Special Servicer, LaSalle National Bank, as Trustee, and ABN
Amro Bank, N.V., as Fiscal Agent, during the preceding year, and its
performance under the Pooling Agreement, has been made under this
officer's supervision.
To the best of this officer's knowledge, we have maintained an
effective internal control system relating to our servicing of the
Mortgaged Loans and have fulfilled our obligations throughout such year.
The Servicer has received no notification regarding qualification, or
challenging the status, of the Trust Fund as a REMIC from the IRS or
any other governmental agency.
Terms not separately defined herein have the meanings specified in the
Pooling Agreement.
I have hereunto signed my name and affixed the seal of the Servicer.
Date: 3/25/97 By Signed: Janice M. Smith
Name: Janice M. Smith
Title: Vice President
<PAGE>
Exhibit 99.3
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Letterhead of Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York 10036
Telephone: 212-596-7000
Facsimile: 212-596-8910
Report of Independent Accountants
Uniform Single Attestation Program
for Mortgage Bankers
March 13, 1997
To the Board of Directors and Stockholders of
The Chase Manhattan Bank
We have examined management's assertion about the Chase Commercial Mortgage
Banking Group's (CCMB), a unit of The Chase Manhattan Bank, compliance with
the minimum servicing standards applicable to commercial mortgage loan
servicing as identified in the Mortgage Bankers Association of America's
Uniform Single Attestation Program for Mortgage Bankers (USAP) as of and for
the year ended December 31, 1996, included in the accompanying management
assertion. Management is responsible for CCMB's compliance with those
minimum servicing standards. Our responsibility is to express an opinion on
management's assertion about CCMB's compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the CCMB's compliance with the
minimum servicing standards and performing such other procedures as we
considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not
provide a legal determination on the CCMB's compliance with the minimum
servicing standards.
In our opinion, management's assertion that CCMB complied with the
aforementioned minimum servicing standards as of and for the year ended
December 31, 1996, described in the accompanying management assertion, is
fairly stated, in all material respects.
/s/Price Waterhouse LLP
