SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
--------------------------------------------------------------
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Fiscal Year Ended December 31, 1998
Commission File Number 33-11924
CS FBC MORTGAGE SECURITIES TRUST 22 AND SIMILAR TRUSTS
OF WHICH CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. IS DEPOSITOR
--------------------------------------------------------------------------
(Exact name of registrant as specified in its governing instruments)
Delaware Not Applicable
---------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of establishment of Trusts)
c/o Wilmington Trust Company
Rodney Square North
Wilmington, Delaware 19890
-------------------------- ----------
(Address of Owner Trustee) (Zip Code)
Owner Trustee's telephone number, including area code 302-651-1000
------------
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No ___
<PAGE>
CS FBC MORTGAGE SECURITIES TRUST 22
AND SIMILAR TRUSTS
INDEX
<TABLE>
<CAPTION>
Page
Number
------
<S> <C>
ART I
Item 1. Business 3
Item 2. Properties 3
Item 3. Legal Proceedings 3
Item 4. Submission of Matters to a Vote of Security Holders 3
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters 4
Item 6. Selected Financial Data 4
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 4
Item 7a. Quantitative and Qualitative Disclosures
About Market Risks 4
Item 8. Financial Statements and Supplementary Data 4
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 4
PART III
Item 10. Directors and Executive Officers of the Registrant 4
Item 11. Executive Compensation 4
Item 12. Security Ownership of Certain Beneficial Owners and
Management 4
Item 13. Certain Relationships and Related Transactions 5
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K 5
SIGNATURE 6
INDEX TO EXHIBITS 7
</TABLE>
Page 2
<PAGE>
CS FBC MORTGAGE SECURITIES TRUST 22
AND SIMILAR TRUSTS
PART 1
Item 1. Business
CS FBC Mortgage Securities Trust 22 and Similar Trusts (the "Trusts")
are trusts established under the laws of the State of Delaware by a
Trust Agreement between Credit Suisse First Boston Mortgage Securities
Corp., as depositor (the "Depositor") and Wilmington Trust Company, as
Owner Trustee (the "Owner Trustee"). The Depositor, a Delaware
corporation is an indirect wholly owned subsidiary of Credit Suisse
First Boston, Inc. and is the settlor and sole beneficiary of the
issuer prior to the offering. Subsequent to the issuance of the Bonds,
the Depositor may sell all or a part of its ownership interest in the
related trusts to other investors. Wilmington Trust Company will act as
Owner Trustee for, and at the direction of, the beneficial holders of
the Trusts.
The Trust Agreement provides that the Trusts have no power to engage in
any activities other than (i) the issuance and sale of the Bonds
pursuant to the Indenture and the acquiring, owning, holding and
pledging of Mortgage Certificates in connection therewith, provided
that the bonds have been rated "AAA" by Standard & Poor's Corporation;
(ii) activities which are necessary, suitable or convenient to
accomplish the foregoing or are incidental thereto or connected
therewith; and (iii) such other activities as may be required in
connection with conservation of trust assets and distributions to
holders of the beneficial interest in the Trusts. The provision of the
Trust Agreements so limiting the power of the Trusts is not subject to
amendment without the prior written consent of Bondholders holding in
the aggregate no less than a majority of the outstanding principal
amount of the Bonds.
As of the date of this report, the trusts have not issued any bonds.
Item 2. Properties
The Trusts neither own nor lease any physical properties.
Item 3. Legal Proceedings
The Trusts are not a party to any material actual or pending legal
proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Page 3
<PAGE>
PART II.
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
Not applicable.
Item 6. Selected Financial Data
Selected financial data is omitted, because financial statements for
the year ended December 31, 1998 have not been prepared inasmuch as
the reporting entities have not yet commenced operations as of that
date.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Not applicable.
Item 7a. Quantitative and Qualitative Disclosures About Market Risks
Not applicable.
Item 8. Financial Statements and Supplementary Data
Financial statements for the year ended December 31, 1998 have not
been prepared inasmuch as the reporting entities have not yet
commenced operations as of that date.
As of the date of this report, the trusts have been formed and have
not issued any bonds. It is anticipated that the trusts will issue
series of Bonds under Registration Statement No. 33-11924 which was
filed on Form S-11 by Credit Suisse First Boston Mortgage Securities
Corp. on February 12, 1987 with the Securities and Exchange
Commission providing for the issuance of up to $2,000,000,000
aggregate principal amount, of Collateralized Mortgage Obligations.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III.
Item 10. Directors and Executive Officers of the Registrant
Name Age Title Date Elected
- ---- --- ----- ------------
Thomas M. Zingalli 40 Controller and Principal Accounting 08/05/94
Officer
Item 11. Executive Compensation
Not applicable.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Not applicable.
Page 4
<PAGE>
Item 13. Certain Relationships and Related Transactions
Not applicable.
PART IV.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) The following documents are filed as part of this report.
(1) Financial Statements
Financial Statements for the year ended December 31, 1998 have
not been prepared inasmuch as the reporting entities had not
commenced operations as of that date.
(2) Financial Statement Schedules
Financial Statement Schedules are omitted because they are not
required or applicable.
(3) Exhibits
Form of Trust Agreement [for non-REMIC Bonds] (incorporated by
reference to Exhibit 3(a) of Registration Statement on Form
S-11 (No. 33-11924) dated February 12, 1987).
Form of Trust Agreement [for REMIC Bonds] (incorporated by
reference to Exhibit 3(b) of Registration Statement on Form
S-11 (No. 33-11924) dated February 12, 1987).
Form of Indenture (incorporated by reference to Exhibit 4 of
Registration Statement on Form S-11 (No. 33-11924) dated
February 12, 1987).
Form of Bond Administration Agreement [for non-REMIC Bonds]
(incorporated by reference to Exhibit 10(a) of Registration
Statement on Form S-11 (No. 33-11924) dated February 12,
1987).
Form of Bond Administration Agreement [for REMIC Bonds]
(incorporated by reference to Exhibit 10(b) of Registration
Statement on Form S-11 (No. 33- 11924) dated February 12,
1987).
(b) Reports on Form 8-K
None.
(c) Exhibits filed as part of this report are included in Item 14(a)(3)
above.
Page 5
<PAGE>
SIGNATURE
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.
Credit Suisse First Boston Mortgage
Securities Corp., as
Depositor, on behalf of
CS FBC Mortgage Securities
Trust 22 and Similar Trusts
By: THOMAS M. ZINGALLI
------------------------------
Thomas M. Zingalli
Controller and Principal
Accounting Officer
(Duly Authorized Officer and
Principal Accounting Officer)
Dated: March 26, 1999
Page 6
<PAGE>
INDEX TO EXHIBITS
-----------------
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit Page
- ------ ---------------------- ----
<S> <C> <C>
3(a) Form of Trust Agreement [for non-REMIC Bonds] *
3(b) Form of Trust Agreement [for REMIC Bonds] *
4 Form of Indenture *
10(a) Form of Bond Administration Agreement [for non-REMIC Bonds] *
10(b) Form of Bond Administration Agreement [for REMIC Bonds] *
</TABLE>
* Incorporated by reference to the same Exhibits in Registration Statement
on Form S-11 (No. 33-11924) filed with the Securities and Exchange
Commission on February 12, 1987.
Page 7
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Financial statements for the year ended December 31, 1998 have not been
prepared in as much as the reporting entities have not commenced operations as
of that date.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
