-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S4v/se5W+Y3/4o9/J/12Cw820WN3egTp9nzWHEeJQHe7t7vYaoafd/bfQetleavy 7V1fs+4Nin3LoXl449dXBA== 0000950117-99-001555.txt : 19990729 0000950117-99-001555.hdr.sgml : 19990729 ACCESSION NUMBER: 0000950117-99-001555 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19990728 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASSOCIATES MANUFACTURED HOUSING PASS THROUGH CERT SER 1996-2 CENTRAL INDEX KEY: 0001089971 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 133320910 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 333-53115-13 FILM NUMBER: 99672050 BUSINESS ADDRESS: STREET 1: ELEVEN MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2123252000 MAIL ADDRESS: STREET 1: 11 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10010 10-K405 1 CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., SERIES 1996-2 10-K405 FORM 10-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-1004 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from November 1, 1996 to December 31, 1996 Commission file number 333-53115 CS First Boston Mortgage Securities Corp. (AS DEPOSITOR UNDER THE POOLING AND SERVICING AGREEMENT, DATED AS OF NOVEMBER 1, 1996, PROVIDING FOR THE ISSUANCE OF ASSOCIATES MANUFACTURED HOUSING CONTRACT PASS-THROUGH CERTIFICATES, SERIES 1996-2) ----------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 333-53115 13-3320910 ---------------- --------------- --------------- (State or Other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation)
CS First Boston Mortgage Securities Corp. 11 Madison Avenue New York, New York 10010 (Address of principal executive offices) (Zip Code) - ------------------------------------------------------------- Registrant's telephone number, including area code: (212) 325-2000 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 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 --- ------ ---------- Trust does not have any voting stock. Trust has not been involved in bankruptcy proceedings during the preceding five years. Trust is not reporting as a corporate issuer. PART I Item 1. Business. Not Applicable. Item 2. Properties. The Associates Manufactured Housing Contract Pass-Through Certificates, Series 1996-2 (the "Certificates") were issued pursuant to a pooling and servicing agreement, dated as of November 1, 1996 (the "Agreement"), among CS First Boston Mortgage Securities Corp., as depositor (the "Depositor"), Ford Consumer Finance Company, Inc. as seller and servicer, and The Chase Manhattan Bank, as trustee (the "Trustee"). The Certificates consist of five classes (each, a "Class") of Senior Certificates (respectively, the "Class A-1 Certificates," the "Class A-2 Certificates," the "Class A-3 Certificates," the "Class A-4 Certificates" and the "Class A-5 Certificates," and collectively, the "Class A Certificates" or the "Senior Certificates") and four Classes of subordinate Certificates (respectively, the "Class M Certificates," the "Class B-1 Certificates," the "Class B-2 Certificates" and the "Class R Certificates," and collectively, the "Subordinate Certificates"). The Certificates were issued in the amounts (with respect to each Class, the "Initial Certificate Principal Balance") and bear the pass-through rates (with respect to each Class, the "Pass-Through Rate") set forth below:
Initial Certificate Pass-Through Class Principal Balance Rate ----- ------------------- ------------ Class A-1 Certificates $ 96,750,000 5.70% Class A-2 Certificates $ 64,700,000 6.05% Class A-3 Certificates $ 63,470,000 6.35% Class A-4 Certificates $ 36,350,000 6.60% Class A-5 Certificates $ 74,885,000 6.90% Class M Certificates $ 27,339,000 7.10% Class B-1 Certificates $ 27,339,000 7.20% Class B-2 Certificates $ 14,176,244 8.30%
Class R Certificates The Associates Manufactured Housing Contract Pass-Through Certificates, Series 1996-2 (the "Certificates") represent beneficial interests in a trust (the "Trust"), the assets of which consist primarily of manufactured housing installment sales contracts and installment loan agreements (the "Contracts") originated or purchased by Ford Consumer Finance Company, Inc. ("FCFC") in the ordinary course of its business and conveyed by FCFC to CS First Boston Mortgage Securities Corp. (the "Depositor") and then conveyed by the Depositor to the Trust. Payments of principal and interest on the Certificates are distributed to Certificateholders on the fifteenth day of each month (or if such day is not a Business Day, the immediately succeeding Business Day). The rights to receive distributions of interest and principal by the holders of (i) the Class M Certificates is subordinated to such rights of the Senior Certificateholders, (ii) the Class B Certificates are subordinated to such rights of the Class A and Class M Certificateholders and (iii) the Class B-2 Certificateholders are subordinated to such rights of the Class A, Class M and Class B-1 Certificateholders. As of November 1, 1996, the Contract Pool consisted of 14,385 contracts having an aggregate principal balance of $405,009,244.00. As of December 31, 1996, the end of the year of the Trust for which this Form 10-K Annual Report is being filed, there were 14,170 contracts with an aggregate value of $397,230,563.57 outstanding. The change in the aggregate principal balance of the Contracts between November 1, 1996, and December 31, 1996, was due to: (i) scheduled principal payments, made by or on behalf of the Obligors on the Contracts; and (ii) payment in full of 194 Contracts. There were no repurchases of defaulted Contracts pursuant to the Reserve Fund. The net loss on Contracts for the period from November 1, 1996, through December 31, 1996, was $198,128.84. The aggregate amount recovered from sales of repossessed manufactured homes during the period was $275,169.51. At December 31, 1996, there were one hundred ninety (190) accounts with an aggregate principal balance of $4,465,182.02 that were 30-59 days delinquent, forty (40) accounts with an aggregate principal balance of $1,060,152.40 that were 60-89 days delinquent, and sixteen (16) accounts with an aggregate principal balance of $399,197.82 that was 90 or more days delinquent. The foregoing delinquent balances represent 1.102%, 0.262%, 0.099% respectively, of the outstanding pool balance as of December 31, 1996 (1.463% in total). FCFC transferred its manufactured housing finance business, including the Contracts and related servicing, to Associates Housing Finance LLC (formerly, Associates Housing Finance Services, Inc.), a wholly-owned subsidiary of Associates First Capital Corporation, effective as of March1, 1997. Item 3. Legal Proceedings. The Registrant knows of no material legal proceedings with respect to the Trust, involving the Trust, the Trustee or the Company, as Servicer of the Receivables, other than ordinary routine litigation incidental to the Trustee's or the Company's servicing duties under the Agreement. Item 4. Submission of Matters to a Vote of Security Holders. No matter was submitted during the period covered by this report to a vote of the Certificateholders. PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters. (a) CS First Boston and Morgan Stanley and Co. have informed the Company that, while they have been prepared to quote prices to institutional investors for the purchase and sale of Certificates, to the best of their knowledge, there have been only limited sporadic quotations for the purchase and sale of Certificates. (b) As of December 31, 1996, there was one (1) Certificateholder of record, Cede & Co. as nominee for the Depository Trust Company ("DTC"). (c) Not Applicable. Item 6. Selected Financial Data. Not Applicable. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation. Not Applicable. Item 8. Financial Statement and Supplementary Data. Not Applicable. 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. Not Applicable. Item 11. Executive Compensation. Not Applicable. Item 12. Security Ownership of Certain Beneficial Owners and Management. (a) To the best knowledge of the registrant, as of December 31, 1996, there was one (1) Certificateholder of record for each class of certificates, Cede & Co. as nominee for DTC, whose participating members in aggregate owned of record in excess of five percent (5%) of the interest represented by the certificates, as set forth in the table below. The Registrant has no knowledge of whether any of such participating member of DTC is a "Beneficial owner" (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934), of the Certificates held of record.
Name and Address Amount and Nature Percent Title of Class of of of Certificateholder Certificate Holdings Class - ------------------------------------------------------------------------------ Associates Manufactured Cede & Co. 1,935 23.89% Housing Contract P.O. Box 20 Certificates Series 1996-2 5.70% Bowling Green Station representing Asset Backed New York, NY 10274 $96,750,000.00 Certificates, Class A-1 Associates Manufactured Cede & Co. 1,294 15.97% Housing Contract P.O. Box 20 Certificates Series 1996-2 6.05% Bowling Green Station representing Asset Backed New York, NY 10274 $64,700,000.00 Certificates, Class A-2 Associates Manufactured Cede & Co. 1,269 15.67% Housing Contract P.O. Box 20 Certificates Series 1996-2 6.35% Bowling Green Station representing Asset Backed New York, NY 10274 $63,470,000.00 Certificates, Class A-3
Associates Manufactured Cede & Co. 727 8.98% Housing Contract P.O. Box 20 Certificates Series 1996-2 6.60% Bowling Green Station representing Asset Backed New York, NY 10274 $36,350,000.00 Certificates, Class A-4 Associates Manufactured Cede & Co. 1,498 18.49% Housing Contract P.O. Box 20 Certificates Series 1996-2 6.90% Bowling Green Station representing Asset Backed New York, NY 10274 $74,885,000.00 Certificates, Class A-5 Associates Manufactured Cede & Co. 547 6.75% Housing Contract P.O. Box 20 Certificates Series 1996-2 7.10% Bowling Green Station representing Asset Backed New York, NY 10274 $27,339,000.00 Certificates, Class M Associates Manufactured Cede & Co. 547 6.75% Housing Contract P.O. Box 20 Certificates Series 1996-2 7.20% Bowling Green Station representing Asset Backed New York, NY 10274 $27,339,000.00 Certificates, Class B-1 Associates Manufactured Cede & Co. 283 3.50% Housing Contract P.O. Box 20 Certificates Series 1996-2 8.30% Bowling Green Station representing Asset Backed New York, NY 10274 $14,176,244.00 Certificates, Class B-2
[FN] Each Certificate represented $50,000 on date of issuance and $49,039.69 as of December 31, 1996. As of December 31, 1996, the aggregate outstanding principal amount of Certificates was $397,230,563.57. (b) Not Applicable. (c) Not Applicable. Item 13. Certain Relationships and Related Transactions. (a) The Registrant knows of no transaction or series of similar transactions during the period from inception (September 1, 1996) through December 31, 1996, or any currently proposed transaction or series of similar transactions to which the Trustee or the Trust has been or will be a party, involving an amount exceeding $60,000 and in which any Certificateholder or any beneficial owner, in either case, who owns more than five percent of the interest represented by the Certificates, or any member of the immediate family of any Certificateholder of beneficial owner, had or will have a direct or indirect material interest. (b) Not Applicable. (c) Not Applicable. PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. (a) The attached report of Coopers & Lybrand L.L.P. regarding the servicing activities of the Company, prepared pursuant to ARTICLE XIII, Section 13.11. of the Standard Terms and Conditions of the Agreement, is filed as Exhibit 99. (b) In its request for a no-action letter (which letter was issued by the Commission on September 19, 1991), Associates Housing Finance Services Inc., on behalf of the Registrant, proposed to include herein as an exhibit the Annual Report required to be issued following the end of each calendar year by the Trustee regarding distributions made to Certificateholders in the prior year. The Registrant files herewith as Exhibit 19(b) the Trustee's Report for December 1996 as part of the annual report for the calendar year 1996 pursuant to ARTICLE XIV, Section 14.11 of the Standard Terms and Conditions of the Agreement is filed as part of this Report. (c) Servicer's Certificate for December 1996 is filed as Exhibit 19(a). 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. Associates Manufactured Housing Contract Pass-Through Certificates, Series 1996-2 By: CS First Boston Mortgage Securities Corp. Date: June 17, 1999 By: /s/ William S. Pitofsky ------------------------ Name: William S. Pitofsky Title: Attorney-in-fact INDEX TO EXHIBITS
SEQUENTIALLY EXHIBIT NUMBERED NUMBER EXHIBIT PAGE ----------------------------------------------------------------------------- 19(a) Servicer's Certificate for December, 1996 19(b) Trustee's Report 99 Report of Independent Public Accountants
EX-19 2 EXHIBIT 19(A) EXHIBIT 19(a) [Not currently available] EX-19 3 EXHIBIT 19(B) EXHIBIT 19(b) [LOGO] The Chase Manhattan Bank 450 West 33rd Street New York, NY 10001 31-Jan-97 To the Holders of: Associates Manufactured Housing Contract Pass-Through Certificates, Series 1996-2 $405,009,244.00 Asset-Backed Certificates The following information is being provided to you for the calendar year 1996 pursuant to Section 14.10 of the Standard Terms and Conditions of Agreement effective November 1, 1996. Detailed below are the monthly payment factors (per $1,000 of original issuance) for interest, principal, and fees and compensation paid to the Servicer. The information can be utilized for preparation of federal income tax returns. Should you have any further questions regarding the use of this information, please consult your tax counsel.
Fees and Compensation Interest Principal Paid to Servicer - ------------------------------------------------------------------------------ November 2.149063 9.338613 0.833333 December 5.328300 9.867567 0.825551
THE CHASE MANHATTAN BANK as Trustee and Paying Agent EX-99 4 EXHIBIT 99 [Not currently available] -----END PRIVACY-ENHANCED MESSAGE-----