SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, 1997
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OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number: 333-26425
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CWMBS, Inc.
Mortgage Pass-Through Certificates, Series 1997-5
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(Exact name of Registrant as specified in its charter)
Delaware 13-3391605
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(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
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 815-2007
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Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act: None
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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
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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
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Indicate the number of shares of common stock of the Registrant outstanding
as of December 31, 1997: Not applicable
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DOCUMENTS INCORPORATED BY REFERENCE
* * *
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 July 1, 1997 (the "Pooling and Servicing
Agreement") among CWMBS, Inc., as depositor (the "Company"), Countrywide Home
Loans, Inc., as seller and 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 1997-5 (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, 1997, there were four (4) 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"). The Annual Statement of the Master
Servicer is attached as Exhibit 99.1 to this Report. The
Annual Report of the Firm of Accountants is required to be
delivered not later than 120 days after the end of the
Master Servicer's fiscal year. The Registrant hereby
undertakes to file the Annual Report of the Firm of
Accountants as an Exhibit to a Form 10-K/A amending this
Form 10-K promptly following the date on which such report
becomes available.
(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-3 (File No. 33-63714)).
Exhibit 3(ii): Copy of Company's By-laws (Filed as an
Exhibit to Registration Statement on Form S-3 (File No. 33-
63714)).
Exhibit 4: Pooling and Servicing Agreement (Filed as part
of the Registrant's Current Report on Form 8-K filed on
August 5, 1997).
Exhibit 99.1: Annual Statement of the Master Servicer.
(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
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October 25, 1997 Monthly report sent to
Certificateholders with the
October 1997 distribution
November 25, 1997 Monthly report sent to
Certificateholders with the
November 1997 distribution
December 25, 1997 Monthly report sent to
Certificateholders with the
December 1997 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
1997-5
By: The Bank of New York,
as Trustee*
By: /s/ Kelly Sheahan
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Name: Kelly Sheahan
Title: Assistant Treasurer
Date: March 23, 1998
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* 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
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3(i) Company's Certificate of Incorporation (Filed as an
Exhibit to Registration Statement on Form S-3 (File
No. 33-63714)) . . . . . . . . . . . . . . . . . . . . . . . . *
3(ii) Company's By-laws (Filed as an Exhibit to
Registration Statement on Form S-3 (File No. 33-
63714)) . . . . . . . . . . . . . . . . . . . . . . . . . . . *
4 Pooling and Servicing Agreement (Filed as part of the
Company's Current Report on Form 8-K filed on August 5,
1997). . . . . . . . . . . . . . . . . . . . . . . . . . . . . *
99.1 Annual Statement of the Master Servicer . . . . . . . . . . 10
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* Incorporated herein by reference.
Exhibit 99.1
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COUNTRYWIDE HOME LOANS, INC.
OFFICERS' CERTIFICATE
ANNUAL STATEMENT OF THE MASTER SERVICER
CWMBS, INC.
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-5
The undersigned do hereby certify that they are each an officer of
Countrywide Home Loans, Inc. (the "Master Servicer") and do hereby further
certify pursuant to Section 3.16 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;
and
(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.
/s/ Kevin W. Bartlett Dated: 3/24/98
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KEVIN W. BARTLETT
MANAGING DIRECTOR,
SECONDARY MARKETING
/s/ David A. Spector Dated: 3/24/98
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DAVID A. SPECTOR
SENIOR VICE PRESIDENT
