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1
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 the fiscal year ended: Commission file number:
December 31, 1995 33-92950
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CHASE MORTGAGE FINANCE CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 52-149-5132
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(State or other jurisdiction (IRS Employer Identifi-
of incorporation or cation Number)
organization)
1 Chase Manhattan Plaza
New York, New York 10081
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(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (212) 552-1358
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 .
- -
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. / /
Aggregate market value of voting stock held by nonaffiliates of the Registrant
as of the latest practicable date, March 31, 1996: None
As of March 31, 1996, the latest practicable date, there were 1,000 shares of
Chase Mortgage Finance Corporation common stock outstanding.
The Registrant meets the conditions set forth in General Instruction J(1)(a)
and (b) of Form 10-K and, therefore, is furnishing the abbreviated narrative
disclosure specified in Paragraph (2) of General Instruction J.
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TABLE OF CONTENTS
PART I Page No.
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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 Registrant's Common
Equity and Related Stockholder
Matters 3
Item 6. Selected Financial Data 5
Item 7. Management's Discussion and
Analysis of Financial Condition
and Results of Operation 5
Item 8. Financial Statements and
Supplementary Data 5
Item 9. Changes in and Disagreements
with Accountants on Accounting
and Financial Disclosure 5
PART III
Item 10. Directors and Executive Officers
of the Registrant 6
Item 11. Executive Compensation 6
Item 12. Security Ownership of Certain
Beneficial Owners and Management 6
Item 13. Certain Relationships and
Related Transactions 6
PART IV
Item 14. Exhibits, Financial Statement
Schedules, and Reports on Form 8-K 6
Signatures 16
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ITEM 1. BUSINESS
The Registrant was incorporated in the State of Delaware on December
4, 1986 as a wholly-owned, limited purpose finance subsidiary of The
Chase Manhattan Corporation. The Registrant was organized to
facilitate the securitization of mortgage loans through the issuance
and sale of mortgage pass-through certificates.
ITEM 2. PROPERTIES
The Registrant has no physical properties.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Information in response to this Item is omitted pursuant to General
Instruction J.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(a) All of the Registrant's outstanding common stock is owned by
The Chase Manhattan Corporation. Accordingly, there is no
established public trading market for the Registrant's common
stock. The Registrant has paid no dividends with respect to
its common stock.
(b) At December 31, 1995, the number of holders of record of the
Registrant's Multi-Class Mortgage Pass-Through Certificates
for all classes within each series of Multi-Class Mortgage
Pass-Through Certificates that remain outstanding as of such
date was as follows:
Series Number of Holders
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1988A 2
1990B 6
1990C 3
1990D 3
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Series Number of Holders
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1990E 6
1990G 7
1991A 4
1991E 3
1991F 3
1991G 5
1992A 6
1992B 6
1992C 5
1992D 6
1992E 5
1992F 5
1992G 4
1992H 16
1992I 7
1992J 14
1992K 9
1992L 18
1992M 23
1993A 4
1993B 15
1993C 8
1993D 17
1993E 13
1993F 13
1993G 22
1993H 20
1993I 20
1993J 21
1993K 30
1993L 31
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Series Number of Holders
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1993M 16
1993N 19
1993O 15
1993P 32
1994A 12
1994B 14
1994C 15
1994D 21
1994E 18
1994F 31
1994G 26
1994H 16
1994I 15
1994J 20
1994K 14
1994L 22
1995A 9
ITEM 6. SELECTED FINANCIAL DATA
Information in response to this Item is omitted
pursuant to General Instruction J.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
Information in response to this Item is omitted
pursuant to General Instruction J.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Not applicable.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information in response to this Item is omitted pursuant to
General Instruction J.
ITEM 11. EXECUTIVE COMPENSATION
Information in response to this Item is omitted pursuant to
General Instruction J.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information in response to this Item is omitted pursuant to
General Instruction J.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information in response to this Item is omitted pursuant to
General Instruction J.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
8-K
(a) Not applicable.
(b) The Registrant filed Current Reports on Form 8-K on
October 12, 1995, October 25, 1995, November 27, 1995
and December 26, 1995, reporting in each case on Item
5.
(c) Exhibits
1.1 Standard form of Underwriting Agreement
(Incorporated herein by reference to the Exhibits
to Registrant's Registration Statement No. 33-20484
on Form S-11 filed November 23, 1988).
3.1 Articles of Incorporation of the Registrant
(Incorporated herein by reference to the Exhibits to
Registrant's Registration Statement No. 33-20484 on
Form S-11 filed November 23, 1988).
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3.2 By-Laws of the Registrant (Incorporated herein by
reference to the Exhibits to Registrant's
Registration Statement No. 33-20484 on Form S-11
filed November 23, 1988).
4.1 Form of Pooling and Servicing Agreement
(Incorporated herein by reference to Exhibits to
Registrant's Registration Statement No. 33-20484 on
Form S-11 filed November 23, 1988).
4.2 Copy of Series 1988A Pooling and Servicing Agreement
dated as of December 1, 1988, among Registrant,
Master Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed December 29, 1988).
4.3 Copy of Series 1989A Pooling and Servicing Agreement
dated as of April 1, 1989, among Registrant, Master
Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed April 25, 1989).
4.4 Copy of Series 1989B, Pooling and Servicing
Agreement dated as of September 1, 1989, among
Registrant, Master Servicer and Trustee
(Incorporated herein by reference to Exhibit to the
Registrant's Current Report on Form 8-K, filed
September 26, 1989).
4.5 Copy of Series 1989C, Pooling and Servicing
Agreement dated as of December 1, 1989, among
Registrant, Master Servicer and Trustee
(Incorporated herein by reference to Exhibit to the
Registrant's Current Report on Form 8-K, filed
December 21, 1989).
4.6 Copy of Series 1990A Pooling and Servicing Agreement
dated as of February 1, 1990, among Registrant,
Master Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed February 22, 1990).
4.7 Copy of Series 1990B Pooling and Servicing Agreement
dated as of March 1, 1990, among Registrant, Master
Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed March 29, 1990).
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4.8 Copy of Series 1990C Pooling and Servicing Agreement
dated as of June 1, 1990, among Registrant, Master
Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed June 26, 1990).
4.9 Copy of Series 1990D Pooling and Servicing Agreement
dated as of September 1, 1990, among Registrant,
Master Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed September 27, 1990).
4.10 Copy of Series 1990E Pooling and Servicing Agreement
dated as of October 1, 1990, among Registrant,
Master Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed October 25, 1990).
4.11 Copy of Series 1990F Pooling and Servicing Agreement
dated as of November 1, 1990, among Registrant,
Master Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed November 29, 1990).
4.12 Copy of Series 1990G Pooling and Servicing Agreement
dated as of December 1, 1990, among Registrant,
Master Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed December 19, 1990).
4.13 Copy of Series 1991A Pooling and Servicing Agreement
dated as of April 1, 1991, among Registrant, Master
Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed April 25, 1991).
4.14 Copy of Series 1991B Pooling and Servicing Agreement
dated as of June 1, 1991, among Registrant, Master
Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed June 20, 1991).
4.15 Copy of Series 1991C Pooling and Servicing Agreement
dated as of June 1, 1991, among
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Registrant, Master Servicer and Trustee
(Incorporated herein by reference to Exhibit to the
Registrant's Current Report on Form 8-K, filed June
27, 1991).
4.16 Copy of Series 1991D Pooling and Servicing Agreement
dated as of July 1, 1991, among Registrant, Master
Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed July 25, 1991).
4.17 Copy of Series 1991E Pooling and Servicing Agreement
dated as of September 1, 1991, among Registrant,
Master Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed September 25, 1991).
4.18 Copy of Series 1991F Pooling and Servicing Agreement
dated as of October 1, 1991, among Registrant,
Master Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed October 25, 1991).
4.19 Copy of Series 1991G Pooling and Servicing Agreement
dated as of December 1, 1991, among Registrant,
Master Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed December 19, 1991).
4.20 Copy of Series 1992A Pooling and Servicing Agreement
dated as of January 1, 1992, among Registrant,
Master Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed January 30, 1992).
4.21 Copy of Series 1992B Pooling and Servicing Agreement
dated as of February 1, 1992, among Registrant,
Master Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed February 20, 1992).
4.22 Copy of Series 1992C Pooling and Servicing Agreement
dated as of March 1, 1992, among Registrant, Master
Servicer and Trustee (Incorporated herein by
reference to Exhibit to
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the Registrant's Current Report on Form 8-K, filed
March 19, 1992).
4.23 Copy of Series 1992D Pooling and Servicing Agreement
dated as of April 1, 1992, among Registrant, Master
Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed April 23, 1992).
4.24 Copy of Series 1992E Pooling and Servicing Agreement
dated as of May 1, 1992, among Registrant, Master
Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed May 28, 1992).
4.25 Copy of Series 1992F Pooling and Servicing Agreement
dated as of June 1, 1992, among Registrant, Master
Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed June 25, 1992).
4.26 Copy of Series 1992G Pooling and Servicing Agreement
dated as of July 1, 1992, among Registrant, Master
Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed July 23, 1992).
4.27 Copy of Series 1992H Pooling and Servicing Agreement
dated as of July 1, 1992, among Registrant, Master
Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed July 30, 1992).
4.28 Copy of Series 1992I Pooling and Servicing Agreement
dated as of September 1, 1992, among Registrant,
Master Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed September 24, 1992).
4.29 Copy of Series 1992J Pooling and Servicing Agreement
dated as of September 1, 1992, among Registrant,
Master Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed September 29, 1992).
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4.30 Copy of Series 1992K Pooling and Servicing Agreement
dated as of October 1, 1992, among Registrant,
Master Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed October 29, 1992).
4.31 Copy of Series 1992L Pooling and Servicing Agreement
dated as of November 1, 1992, among Registrant,
Master Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed November 24, 1992).
4.32 Copy of Series 1992M Pooling and Servicing Agreement
dated as of December 1, 1992, among Registrant,
Master Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed December 22, 1992).
4.33 Copy of Series 1993A Pooling and Servicing Agreement
dated as of January 1, 1993, among Registrant,
Master Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed January 21, 1993).
4.34 Copy of Series 1993B Pooling and Servicing Agreement
dated as of January 1, 1993, among Registrant,
Master Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed January 28, 1993).
4.35 Copy of Series 1993C Pooling and Servicing Agreement
dated as of January 1, 1993, among Registrant,
Master Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed January 19, 1993).
4.36 Copy of Series 1993D Pooling and Servicing Agreement
dated as of February 1, 1993, among Registrant,
Master Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed February 25, 1993).
4.37 Copy of Series 1993E Pooling and Servicing Agreement
dated as of March 1, 1993, among
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Registrant, Master Servicer and Trustee
(Incorporated herein by reference to Exhibit to the
Registrant's Current Report on Form 8-K, filed March
30, 1993).
4.38 Copy of Series 1993F Pooling and Servicing Agreement
dated as of April 1, 1993, among Registrant, Master
Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed April 29, 1993).
4.39 Copy of Series 1993G Pooling and Servicing Agreement
dated as of May 1, 1993, among Registrant, Master
Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed May 26, 1993).
4.40 Copy of Series 1993H Pooling and Servicing Agreement
dated as of June 1, 1993, among Registrant, Master
Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed June 29, 1993).
4.41 Copy of Series 1993I Pooling and Servicing Agreement
dated as of July 1, 1993, among Registrant, Master
Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed July 29, 1993).
4.42 Copy of Series 1993J Pooling and Servicing Agreement
dated as of August 1, 1993, among Registrant, Master
Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed August 26, 1993).
4.43 Copy of Series 1993K Pooling and Servicing Agreement
dated as of September 1, 1993, among Registrant,
Master Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed September 23, 1993).
4.44 Copy of Series 1993L Pooling and Servicing Agreement
dated as of October 1, 1993, among Registrant,
Master Servicer and Trustee (Incorporated herein by
reference to Exhibit to
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the Registrant's Current Report on Form 8-K, filed
October 28, 1993).
4.45 Copy of Series 1993M Pooling and Servicing Agreement
dated as of November 1, 1993, among Registrant,
Master Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed November 29, 1993).
4.46 Copy of Series 1993N Pooling and Servicing Agreement
dated as of November 1, 1993, among Registrant,
Master Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed November 30, 1993).
4.47 Copy of Series 1993O Pooling and Servicing Agreement
dated as of December 1, 1993, among Registrant,
Master Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed December 29, 1993).
4.48 Copy of Series 1993P Pooling and Servicing Agreement
dated as of December 1, 1993, among Registrant,
Master Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed December 28, 1993).
4.49 Copy of Series 1994A Pooling and Servicing Agreement
dated as of January 1, 1994, among Registrant,
Master Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed January 28, 1994).
4.50 Copy of Series 1994B Pooling and Servicing Agreement
dated as of January 1, 1994, among Registrant,
Master Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed January 27, 1994).
4.51 Copy of Series 1994C Pooling and Servicing Agreement
dated as of February 1, 1994, among Registrant,
Master Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed February 25, 1994).
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4.52 Copy of Series 1994D Pooling and Servicing Agreement
dated as of February 1, 1994, among Registrant,
Master Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed February 28, 1994).
4.53 Copy of Series 1994E Pooling and Servicing Agreement
dated as of April 1, 1994, among Registrant, Master
Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed April 27, 1994).
4.54 Copy of Series 1994F Pooling and Servicing Agreement
dated as of March 1, 1994, among Registrant, Master
Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed March 29, 1994).
4.55 Copy of Series 1994G Pooling and Servicing Agreement
dated as of April 1, 1994, among Registrant, Master
Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed April 28, 1994).
4.56 Copy of Series 1994H Pooling and Servicing Agreement
dated as of May 1, 1994, among Registrant, Master
Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed May 26, 1994).
4.57 Copy of Series 1994I Pooling and Servicing Agreement
dated as of June 1, 1994, among Registrant, Master
Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed June 24, 1994).
4.58 Copy of Series 1994J Pooling and Servicing Agreement
dated as of July 1, 1994, among Registrant, Master
Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed July 26, 1994).
4.59 Copy of Series 1994K Pooling and Servicing Agreement
dated as of September 1, 1994, among
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Registrant, Master Servicer and Trustee
(Incorporated herein by reference to Exhibit to the
Registrant's Current Report on Form 8-K, filed
September 28, 1994).
4.60 Copy of Series 1994L Pooling and Servicing Agreement
dated as of November 1, 1994, among Registrant,
Master Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed November 29, 1994).
4.61 Copy of Series 1995A Pooling and Servicing Agreement
dated as of June 1, 1995, among Registrant, Master
Servicer and Trustee (Incorporated herein by
reference to Exhibit to the Registrant's Current
Report on Form 8-K, filed June 27, 1995).
(d) Not applicable.
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 of proxy material has been sent to security
holders.
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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.
CHASE MORTGAGE FINANCE
CORPORATION
Dated: March 27, 1996 By: /s/ Samuel H. Cooper
---------------------
Name: Samuel H. Cooper
Title: President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been executed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
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/s/ Samuel H. Cooper President March 27, 1996
- -------------------------- and Director
Samuel H. Cooper
/s/ Thomas M. Garvey Director March 26, 1996
- --------------------------
Thomas M. Garvey
/s/ Deborah L. Duncan Treasurer March 27, 1996
- -------------------------- (Principal
Deborah L. Duncan Financial and
Accounting
Officer)
/s/ Richard A. Mirro Principal March 27, 1996
- -------------------------- Executive
Richard A. Mirro Officer and
Director