Item 1. Business
This Annual Report on Form 10-K relates to the Trust Fund formed and the Commercial Mortgage Pass- Through Certificates, Series 1998-C1 (the "Certificates") issued pursuant to a Pooling and Servicing Agreement dated as of June 11, 1998 (the "Pooling Agreement") among Credit Suisse First Boston Mortgage Securities Corp., as depositor ("Registrant"), Banc One Mortgage Capital Markets, LLC, as servicer (the "Servicer"), Lennar Partners, Inc., as special servicer (the "Special Servicer") and State Street Bank and Trust Company, as trustee (in such capacity, the "Trustee"). Capitalized terms used herein and not defined have the same meanings ascribed to such terms in the Pooling Agreement.
This Annual Report on Form 10-K is being filed by the Trustee, in its capacity as such under the Pooling Agreement, on behalf of the Registrant. The information contained herein has been supplied to the Trustee by third parties without independent review or investigation by the Trustee. Pursuant to the Pooling Agreement, the Trustee is not responsible for the accuracy or completeness of such information.
The information called for by this item is "not applicable" to the Trust Fund.
As used in this Annual Report filed on Form 10-K, "not applicable" or "Not Applicable" means that the response to the referenced item is omitted in reliance on the procedures outlined in numerous no-action letters issued by the Commission's Staff with respect to substantially similar certificates and trusts.
Item 2.
Item 2. Properties
Information regarding the mortgaged properties securing the Mortgage Loans has been set forth in the Prospectus Supplement relating to the Certificates filed with the Commission. The Trust Fund created under the Pooling Agreement has or will acquire title to real estate only upon default of the related mortgages under the Mortgage Loans. The Trust did not acquire any mortgaged property in connection with the foreclosure of a defaulted Mortgage Asset or otherwise.
The response to this item is made by reference to the Annual Statements as to Compliance of the Servicer and the Special Servicer, respectively, and the Annual Accountant's Statements with respect to each of the Servicer and the Special Servicer, respectively, required to be delivered to the Trustee under the Pooling Agreement on or before April 15, 1999. The Annual Statement as to Compliance of Lennar Partners, Inc., in its capacity as Special Servicer under the Pooling Agreement is annexed hereto as Exhibit 14(a)(i). The Annual Statement as to Compliance of Banc One Mortgage Capital Markets, LLC ("Banc One"), in its capacity as Servicer under the Pooling Agreement is annexed hereto as Exhibit 14(a)(iii).
The Annual Accountant's Statement of Deloitte & Touche LLP, independent public accountants with respect to compliance by the Special Servicer with the applicable minimum servicing standards identified in the Mortgage Banker's Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) is annexed hereto as Exhibit 14(a)(ii). The Annual Accountant's Statement of PricewaterhouseCoopers, an independent public accountant, with respect to the Servicer which is required to be delivered under the Pooling Agreement on or before April 15, 1999 and is annexed hereto as Exhibit 14(a)(iv).
Item 3.
Item 3. Legal Proceedings
The Registrant knows of no material pending legal proceedings involving either of (i) Mortgage Properties or (ii) to the extent related to the Trust Fund, the Registrant, the Servicer, the Special Servicer, or the Trustee with respect to
the Trust Fund other than ordinary routine litigation, if any, incidental to the Trustee's, the Servicer's, the Special Servicer's, or the Registrant's duties under the Pooling Agreement and not material when taken as a whole.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote or consent of the holders of the Certificates during the period covered by this report.
PART II
Item 5.
Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters
Presently, there is no established trading market for the Certificates known to the Registrant. As of December 31, 1998, there are an aggregate of 19 holders of all Classes of the Registrant's Commercial Mortgage Pass-Through Certificates Series, 1998-C1 including direct participants of the Depository Trust Company ("DTC") but excluding "Cede & Co.", DTC's nominee.
Item 6.
Item 6. Selected Financial Data
Not Applicable.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Not Applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data
Not Applicable.
Item 9.
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
The Registrant knows of no changes or disagreements with accountants on accounting and financial disclosure with respect to the Pool or the Certificates.
Item 10.
Item 10. Directors and Executive Officers of the Registrant
Not Applicable.
Item 11.
Item 11. Executive Compensation
Not Applicable.
PART III
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information required by this item with respect to the security ownership of certain beneficial owners of the Certificates is annexed hereto as Exhibit 99.1.
Item 13.
Item 13. Certain Relationships and Related Transactions
Not Applicable.
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)(1) Financial Statements
(i) The Statement as to Compliance to be delivered by Lennar Partners, Inc. as Special Servicer under the Pooling Agreement is annexed hereto as Exhibit 14(a)(i).
(ii) The Annual Accountant's Statement of Deloitte & Touche LLP, the independent public accountants with respect to certain compliance by the Special Servicer is annexed hereto as Exhibit 14(a)(ii).
(iii) The Statement as to Compliance to be delivered by Banc One Mortgage Capital Markets LLC as Servicer under the Pooling Agreement is annexed hereto as Exhibit 14(a)(iii).
(iv) The Annual Accountant's Statement of PricewaterhouseCoopers an independent public accountant to be delivered to the Trustee on or before April 15, 1999 with respect to Banc One Mortgage Capital Markets is annexed hereto as Exhibit 14(a)(iv).
(a)(2) Financial Statement Schedules
Not Applicable.
(a)(3) Exhibits
Unless otherwise indicated, the following exhibits required by Item 601 of Regulation S-K and previously furnished to the Commission as exhibits to a Report on Form 8-K, are incorporated into this Form 10-K by reference:
4. Pooling and Servicing Agreement dated as of June 11, 1998, by and among Credit Suisse First Boston Mortgage Securities Corp., as depositor, Banc One Mortgage Capital Markets, LLC as servicer, Lennar Partners, Inc. as special servicer and State Street Bank and Trust Company, as Trustee.
99.1* Security Ownership of Certain Beneficial Owners.
(b) The following Reports on Form 8-K were filed with the Commission by or on behalf of the Registrant with respect to the Certificates during the last quarter of the period covered by this report:
Report on Form 8-K dated October 20, 1998, reporting items 5 and 7.
Report on Form 8-K dated November 7, 1998, reporting items 5 and 7.
Report on Form 8-K dated December 3, 1998, reporting items 5 and 7.
- ------------------ * Filed herewith
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OF REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF SUCH ACT.
The Registrant has not sent an annual report or proxy material to the holders of its Certificates. The Registrant will not be sending an annual report or proxy materials to the holders of its Certificates subsequent to the filing of this Form 10-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. (IN RESPECT OF ITS COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1998-C1)
Dated: March 31, 1999 By: State Street Bank and Trust Company, solely in its capacity as Trustee of the Trust Fund for the Registrant's Commercial Mortgage Pass-Through Certificates, Series 1998- C1 and not individually
By: /s/ Julie Kirby ------------------------------------- Julie Kirby, Assistant Vice President
INDEX OF EXHIBITS
Exhibit No. Description - ----------- -----------
14(a)(i) Annual Statement As To Compliance Delivered by Lennar Partners, Inc. as Special Servicer
14(a)(ii) Independent Accountant's Report of Deloitte & Touche LLP with respect to Lennar Partners, Inc. as Special Servicer.
14(a)(iii) Annual Statement As To Compliance Delivered by Banc One Mortgage Capital Markets, L.L.C.
14(a)(iv) Independent Accountant's Report of PricewaterhouseCoopers with respect to Banc One Capital Markets, L.L.C.
99.1 Security Ownership of Certain Owners (with original principal balances).