SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(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 to
Commission file number: 33-84910
CWMBS, Inc.
Mortgage Pass-Through Certificates, Series 1996-B
(Exact name of Registrant as specified in its charter)
Delaware 13-3755394
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
c/o The Bank of New York
101 Barclay Street
New York, New York 10286
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 815-2793
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 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. ( )
State the aggregate market value of the voting stock held by non-affiliates
of the Registrant: Not applicable
Indicate the number of shares of common stock of the Registrant outstanding
as of December 31, 1996: Not applicable
DOCUMENTS INCORPORATED BY REFERENCE
Not applicable.
* * *
This Annual Report on Form 10-K (the "Report") is filed with respect to
the trust fund (the "Trust Fund") formed pursuant to the pooling and
servicing agreement dated as of February 1, 1996 (the "Pooling and Servicing
Agreement") among CWMBS, Inc., as depositor (the "Company"), Independent
National Mortgage Corporation, as master servicer (the "Master Servicer"),
and The Bank of New York, as trustee (the "Trustee"), for the issuance of
CWMBS, Inc., Mortgage Pass-Through Certificates, Series 1996-B (the
"Certificates"). Certain information otherwise required to be included in
this Report by the Instructions to Form 10-K has been omitted in reliance on
the relief granted to the Company in CWMBS, Inc. (February 3, 1994) (the
"Relief Letter").
PART I
ITEM 1. BUSINESS
Not applicable. See the Relief Letter.
ITEM 2. PROPERTIES
Not applicable. See the Relief Letter.
ITEM 3. LEGAL PROCEEDINGS
There were no material pending legal proceedings relating to the
Trust Fund to which any of the Trust Fund, the Trustee, the Master
Servicer or the Company was a party or of which any of their
respective properties was the subject during the fiscal year
covered by this Report, nor is the Company aware of any such
proceedings contemplated by governmental authorities.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of Certificateholders, and no
Certificateholder consent was solicited during the fiscal year
covered by this Report.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
(a) There is no established public trading market for the
Certificates.
(b) As of December 31, 1996, there were six (6) holders of record
of the Certificates.
(c) Not applicable. (Information as to distributions to
Certificateholders is provided in the Registrant's monthly
filings on Form 8-K.)
ITEM 6. SELECTED FINANCIAL DATA
Not applicable. See the Relief Letter.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Not applicable. See the Relief Letter.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Not applicable. See the Relief Letter.
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. See the Relief Letter.
ITEM 11. EXECUTIVE COMPENSATION
Not applicable. See the Relief Letter.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Not applicable. See the Relief Letter.
(b) Not applicable. See the Relief Letter.
(c) Not applicable. See the Relief Letter.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) Not applicable. See the Relief Letter.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1) Pursuant to the Pooling and Servicing Agreement, the
Master Servicer is required (i) to deliver an annual
statement as to compliance with the provisions of the
Pooling and Servicing Agreement and certain other matters
(the "Annual Statement of the Master Servicer") and (ii)
to cause a firm of independent public accountants to
deliver an annual report as to compliance with the
servicing provisions of the Pooling and Servicing
Agreement (the "Annual Report of the Firm of
Accountants"). Both the Annual Statement of the Master
Servicer and the Annual Report of the Firm of Accountants
are attached as Exhibits 99.1 and 99.2, respectively, to
this Report.
(2) Not applicable.
(3) The required exhibits are as follows:
Exhibit 3(i): Copy of Company's Certificate of
Incorporation (Filed as an Exhibit to Registration
Statement on Form S-11 (File No. 33-73504)).
Exhibit 3(ii): Copy of Company's By-laws (Filed as an
Exhibit to Registration Statement on Form S-11 (File No.
33-73504)).
Exhibit 4: Pooling and Servicing Agreement (Filed as
part of the Registrant's Current Report on Form 8-K filed
on March 6, 1996).
Exhibit 99.1: Annual Statement of the Master Servicer.
Exhibit 99.2: Annual Report of the Firm of Accountants.
(b) Current Reports on Form 8-K filed during the last quarter of
the period covered by this Report:
Date of Current Report Item Reported
October 25, 1996 Monthly report sent to
Certificateholders with the
October 1996 distribution
November 25, 1996 Monthly report sent to
Certificateholders with the
November 1996 distribution
December 25, 1996 Monthly report sent to
Certificateholders with the
December 1996 distribution
(c) See subparagraph (a)(3) above.
(d) Not applicable. See the Relief Letter.
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 such annual report, proxy statement, form of proxy or other
soliciting material has been sent to Certificateholders. See the Relief
Letter.
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.
CWMBS, INC., MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1996-B
By: The Bank of New York,
as Trustee*
By: /s/ Leslie A. Gaskill
Name: Leslie A. Gaskill
Title: Assistant Treasurer
Date: March 27, 1997
* This Report is being filed by the Trustee on behalf of the Trust Fund.
The Trust Fund does not have any officers or directors.
EXHIBIT INDEX
Sequential
Exhibit Document Page Number
3(i) Company's Certificate of Incorporation (Filed as an
Exhibit to Registration Statement on Form S-11 (File No.
33-73504)) . . . . . . . . . . . . . . . . . . . . . . . . . . . *
3(ii) Company's By-laws (Filed as an Exhibit to
Registration Statement on Form S-11 (File No.
33-73504)) . . . . . . . . . . . . . . . . . . . . . . . . . . . .*
4 Pooling and Servicing Agreement (Filed as part of the
Company's Current Report on Form 8-K filed on March 6,
1996) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . *
99.1 Annual Statement of the Master Servicer . . . . . . . . . . . . 10
99.2 Annual Report of the Firm of Accountants . . . . . . . . . . . 12
* Incorporated herein by reference.
Exhibit 99.1
INDEPENDENT NATIONAL
MORTGAGE CORPORATION
OFFICERS' CERTIFICATE
ANNUAL STATEMENT OF THE MASTER SERVICER
CWMBS, INC.
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-B
The undersigned do hereby certify that they are each an officer of
Independent National Mortgage Corporation (the "Master Servicer") and do
hereby further certify pursuant to Section 3.19 of the Pooling and Servicing
Agreement for the above-captioned Series (the "Agreement") that:
(i) A review of the activities of the Master Servicer during the
preceding calendar year and of the performance of the Master
Servicer under the Agreement has been made under our
supervision;
(ii) To the best of our knowledge, based on such review, the Master
Servicer has fulfilled all its obligations under the Agreement
throughout such year; and
(iii) To the best of our knowledge, each Servicer has fulfilled
all its obligations under its Servicing Agreement
throughout such year (capitalized terms used in this
subparagraph (iii) shall have the meanings assigned to
such terms in the Agreement).
/s/ Blair Abernathy Dated: 1/17/97
BLAIR ABERNATHY
EXECUTIVE VICE PRESIDENT
/s/ Barbara Perez Dated: 1/17/97
BARBARA PEREZ
VICE PRESIDENT
Exhibit 99.2
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Independent National Mortgage Corporation
We have examined management's assertion about Independent National Mortgage
Corporation's compliance with the minimum servicing standards identified in
the Mortgage Bankers Association of America's Uniform Single Attestation
Program for Mortgage Bankers (USAP) in its capacity as a Master Servicer as
of and for the year ended December 31, 1996 included in the accompanying
management assertion. Management is responsible for Independent National
Mortgage Corporation's compliance with those minimum servicing standards.
Our responsibility is to express an opinion on management's assertion about
the entity'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 Independent National Mortgage
Corporation'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 Independent
National Mortgage Corporation compliance with the minimum servicing
standards.
In our opinion, management's assertion that Independent National Mortgage
Corporation complied with the aforementioned minimum servicing standards as
of and for the year ended December 31, 1996 is fairly stated, in all material
respects.
/s/ Grant Thornton LLP
Los Angeles, California
February 21, 1997
(LOGO)Indy Mac 35 North Lake Avenue 800.669.2300
and Pasadena, CA 91101 http://www.indymac.com
Affiliates
February 21, 1997
Grant Thornton LLP
100 Wilshire Blvd., Suite 700
Los Angeles, CA 90017
As of and for the year ended December 31, 1996, Independent National Mortgage
Corporation has complied in all material respects with the minimum servicing
standards, in its capacity as a Master Servicer; as set forth in the Mortgage
Bankers Association of America's Uniform Single Attestation Program for
--------------------------------------
Mortgage Bankers. As of and for this same period, Independent National
- -----------------
Mortgage Corporation had in effect a fidelity bond and errors and omissions
policy in the amount of $30,000,000 and $5,000,000, respectively.
/s/ Michael Perry /s/ James Gross
----------------------------- -----------------------------
Michael Perry, James Gross,
President and Executive Vice President and
Chief Executive Officer Chief Financial Officer
