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, 1998
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: 333-53861-14
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CWMBS, Inc.
Mortgage Pass-Through Certificates, Series 1998-23
(Exact name of Registrant as specified in its charter)
Delaware 95-4449516
(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) 815-2007
Securities registered pursuant to Section 12(b) of the Act: None
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
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 and non-voting common equity
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, 1998: Not applicable
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DOCUMENTS INCORPORATED BY REFERENCE
None.
* * *
This Annual Report on Form 10-K (the "Report") is filed with respect to
the trust fund entitled CHL Mortgage Pass-Through Trust 1998-23 (the "Trust
Fund") formed pursuant to the pooling and servicing agreement dated as of
December 1, 1998 (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 1998-23 (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").
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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.
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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, 1998, 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.
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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.
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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 January 5, 1999).
Exhibit 99.1: Annual Statement of the Master
Servicer.
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(b) Current Reports on Form 8-K filed during the last
quarter ending December 31, 1998:
Date of Current Report Item Reported
None.
(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.
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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.
CWMBS, INC.,
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1998-23
By: The Bank of New York,
as Trustee*
By: /s/ Kelly Sheahan
Name: Kelly Sheahan
Title: Assistant Vice President
Date: March 30, 1999
* This Report is being filed by the Trustee on behalf of the Trust Fund.
The Trust Fund does not have any officers or directors.
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EXHIBIT INDEX
Sequential
Exhibit Document Page Number
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 5, 1999) *
99.1 Annual Statement of the Master Servicer.........................12
* Incorporated herein by reference.
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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 1998-23
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/ Thomas H. Boone Dated: 3/29/99
THOMAS H. BOONE
MANAGING DIRECTOR,
PORTFOLIO MANAGEMENT
/s/ David A. Spector Dated: 3/29/99
DAVID A. SPECTOR
SENIOR VICE PRESIDENT
