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 ___________________
Commission file number: 333-26425
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CWMBS, Inc.
Home Equity Mortgage Loan Asset-Backed Trust Series SPMD 1997-A
Mortgage Pass-Through Certificates, Series SPMD 1997-A
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(Exact name of Registrant as specified in its charter)
Delaware 13-3986458
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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 entitled Home Equity Mortgage Loan Asset-Backed Trust Series
SPMD 1997-A (the "Trust Fund") formed pursuant to the pooling and servicing
agreement dated as of September 1, 1997 (the "Pooling and Servicing
Agreement") among CWMBS, Inc., as depositor (the "Company"), IndyMac, 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 SPMD 1997-A (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"). 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-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
January 16, 1998).
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
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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., HOME EQUITY MORTGAGE LOAN ASSET-BACKED
TRUST SERIES SPMD 1997-A, MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES SPMD 1997-A
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 January 16,
1998) . . . . . . . . . . . . . . . . . . . . . . . . . . . . *
99.1 Annual Statement of the Master Servicer . . . . . . . . . . 10
99.2 Annual Report of the Firm of Accountants . . . . . . . . . . 12
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* Incorporated herein by reference.
Exhibit 99.1
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INDYMAC, INC.
OFFICERS' CERTIFICATE
ANNUAL STATEMENT OF THE MASTER SERVICER
CWMBS, INC.
HOME EQUITY MORTGAGE LOAN ASSET-BACKED TRUST, SERIES SPMD 1997-A
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES SPMD 1997-A
The undersigned do hereby certify that they are each an officer of
IndyMac, Inc. (f/k/a 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: 3/23/98
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BLAIR ABERNATHY
EXECUTIVE VICE PRESIDENT
/s/ Barbara Perez Dated: 3/23/98
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BARBARA PEREZ
VICE PRESIDENT
Exhibit 99.2
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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
IndyMac, Inc.
We have examined management's assertion about IndyMac Inc.'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, 1997 included in the accompanying management assertion.
Management is responsible for IndyMac Inc.'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 IndyMac Inc.'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 IndyMac, Inc. compliance with the minimum
servicing standards.
In our opinion, management's assertion that IndyMac, Inc. complied with the
aforementioned minimum servicing standards as of and for the year ended
December 31, 1997 is fairly stated, in all material respects.
/s/ Grant Thornton LLP
Los Angeles, California
February 21, 1997
(LOGO) Indy Mac 155 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, 1997, IndyMac, Inc. 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
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for this same period, IndyMac, Inc. 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
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Michael Perry, James Gross
President and Executive Vice President and
Chief Executive Officer Chief Financial Officer
