UNITED STATES
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, 1999
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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: 033-63714-90
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CWMBS, Inc.
Residential Asset Securitization Trust 1999-A3
Mortgage Pass-Through Certificates, Series 1999-C
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(Exact name of Registrant as specified in its charter)
Delaware 95-4449516
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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 (ss. 229.405 of this chapter) 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. [ ]
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates of the Registrant: Not applicable
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Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of December 31, 1999: Not applicable
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<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
None.
* * *
This Annual Report on Form 10-K (the "Report") is filed with respect to
the trust fund entitled Residential Asset Securitization Trust 1999-A3 (the
"Trust Fund") formed pursuant to the pooling and servicing agreement dated as
of February 1, 1999 (the "Pooling and Servicing Agreement") among CWMBS, Inc.,
as depositor (the "Company"), IndyMac, Inc., as seller (the "Seller"), PNC
Mortgage Securities Corp., 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 1999-C (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.
<PAGE>
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, 1999, there were less than 300 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 7A QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
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.
<PAGE>
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. 33-63714)).
Exhibit 3(ii): Copy of Company's By-laws (Filed
as an Exhibit to Registration Statement on Form S-11 (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
October 29, 1999).
Exhibit 99.1: Annual Statement of the Master
Servicer.
Exhibit 99.2: Annual Report of the Firm of
Accountants.
<PAGE>
(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, 1999 Monthly Report sent to
Certificateholders with the October
1999 distribution
November 25, 1999 Monthly Report sent to
Certificateholders with the
November 1999 distribution
December 27, 1999 Monthly report sent to
Certificateholders with the
December 1999 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.
<PAGE>
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.,
RESIDENTIAL ASSET SECURITIZATION TRUST
1999-A3, MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 1999-C
By: The Bank of New York,
as Trustee*
By: /s/ Courtney Bartholomew
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Name: Courtney Bartholomew
Title: Assistant Vice President
Date: March 30, 2000
* This Report is being filed by the Trustee on behalf of the Trust Fund.
The Trust Fund does not have any officers or directors.
<PAGE>
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-11 (File No. 33-63714))*
3(ii) Company's By-laws (Filed as an Exhibit to Registration Statement on
Form S-11 (File No. 33-63714))*
4 Pooling and Servicing Agreement (Filed as part of the Company's
Current Report on Form 8-K filed on October 29, 1999)*
99.1 Annual Statement of the Master Servicer.............................12
99.2 Annual Report of the Firm of Accountants............................14
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* Incorporated herein by reference.
<PAGE>
Exhibit 99.1
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PNC MORTGAGE SECURITIES CORP.
OFFICERS' CERTIFICATE
ANNUAL STATEMENT OF THE MASTER SERVICER
CWMBS, INC.
RESIDENTIAL ASSET SECURITIZATION TRUST 1999-A3
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1999-C
The undersigned officer of PNC Mortgage Securities Corp., a Delaware
corporation (the "Company") hereby certifies on behalf of the Company for
purposes of the CWMBS, Inc. Residential Asset Securitization Trust 1999-A3
Mortgage Pass-Through Certificates, Series 1999-C, as follows:
1. I am the duly appointed, qualified and acting President of the
Company.
2. Capitalized terms used and not defined herein shall have the meanings
ascribed to such terms in the Pooling and Servicing Agreement related
to the above-referenced series of Certificates.
3. I am duly authorized to execute and deliver this Officer's
Certificate on behalf of the Company.
4. A review of the activities of the Master Servicer during the
preceding calendar year and performance under this Agreement has been
made under my supervision.
5. To the best of my knowledge, based on such review, the Master
Servicer has fulfilled all its obligations under the Agreement
throughout such year.
IN WITNESS WHEREOF, I have signed my name as of March 30, 2000.
By: /s/ Michael L. Parker
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Michael L. Parker
President
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Exhibit 99.2
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
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Report of Independent Auditors on Agreement With The Bank Of New York
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Audit Committee
The PNC Financial Services Group, Inc.
We have audited, in accordance with generally accepted auditing standards, the
consolidated balance sheet of The PNC Financial Services Group, Inc. and
subsidiaries (including PNC Mortgage Securities Corp. (PNCMSC)) as of December
31, 1999, and the related consolidated statements of income, shareholders'
equity and cash flows for the year then ended, and have issued our report
thereon dated January 20, 2000.
In connection with our audit of the consolidated financial statements referred
to above, nothing came to our attention that caused us to believe that PNCMSC
failed to comply with the terms, covenants, provisions, or conditions of the
sections of the agreements between CWMBS, Inc. (Depositor), IndyMac, Inc.
(Seller), PNCMSC (Master Servicer), and BONY (Trustee), as listed for each
agreement described in the accompanying schedule (Schedule I), insofar as they
relate to accounting matters. However, our audit of the consolidated financial
statements was not directed primarily toward obtaining knowledge of
noncompliance.
This report is intended solely for use by the audit committee, management, and
BONY, and should not be used for any other purpose. However, this report may
become a matter of public record as a result of being included as an exhibit
to certain Form 10-Ks filed with the Securities and Exchange Commission on
behalf of the trusts that are established in connection with the series of
certificates listed on the accompanying schedule.
/s/ Ernst & Young LLP
January 20, 2000
<PAGE>
Schedule I
Schedule of Agreements With The Bank of New York
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Description Sections
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POOLING AND SERVICING AGREEMENT, (a)
Dated as of January 1, 1999,
Residential Asset Securitization
Trust 1999-A1, Mortgage Pass-
Through Certificates, Series 1999-A
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POOLING AND SERVICING AGREEMENT, (a)
Dated as of January 1, 1999,
Residential Asset Securitization
Trust 1999-A2, Mortgage Pass-
Through Certificates, Series 1999-B
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POOLING AND SERVICING AGREEMENT, (a)
Dated as of February 1, 1999,
Residential Asset Securitization
Trust 1999-A3, Mortgage Pass-
Through Certificates, Series 1999-C
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POOLING AND SERVICING AGREEMENT, (a)
Dated as of May 1, 1999,
Residential Asset Securitization
Trust 1999-A5, Mortgage Pass-
Through Certificates, Series 1999-E
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(a) Servicing in compliance with the terms of this agreement.
