-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N0BThQd/73ggKBYJzzWg65AhgjL+86PUv5AEy50llV9/HkjDVZAMCy/bg+Umt2+l xdpoaPjPXNL4pSTGHxLm/w== 0000905148-99-000708.txt : 19990402 0000905148-99-000708.hdr.sgml : 19990402 ACCESSION NUMBER: 0000905148-99-000708 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SELLER & MASTER SERVICER RESIDENTIAL ASS SEC TR 1998-A4 CENTRAL INDEX KEY: 0001058993 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 954449516 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 333-45887-02 FILM NUMBER: 99582421 BUSINESS ADDRESS: STREET 1: 155 N LAKE AVE CITY: PASADENA STATE: CA ZIP: 91302 BUSINESS PHONE: 8182253000 MAIL ADDRESS: STREET 1: 4500 PARK GRANADA CITY: CALABASAS STATE: CA ZIP: 91302 10-K 1 T:\EDGAR\555879.SUB 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: 333-45887-02 CWMBS, Inc. Residential Asset Securitization Trust 1998-A4 Mortgage Pass-Through Certificates, Series 1998-D (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 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 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 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 1998-A4 (the "Trust Fund") formed pursuant to the pooling and servicing agreement dated as of March 1, 1998 (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 1998-D (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, 1998, there were 5 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. 33-63714)). 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 March 17, 1999). 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 26, 1998 Monthly report sent to Certificateholders with the October 1998 distribution November 25, 1998 Monthly report sent to Certificateholders with the November 1998 distribution December 28, 1998 Monthly report sent to Certificateholders with the December 1998 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., RESIDENTIAL ASSET SECURITIZATION TRUST 1998-A4, MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1998-D By: The Bank of New York, as Trustee* By: /s/ Kelly Sheahan --------------------------------- Name: Kelly Sheahan Title: Assistant Vice President Date: March 31, 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. 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. 33-63714)) * 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 March 17, 1999) * 99.1 Annual Statement of the Master Servicer.......................12 99.2 Annual Report of the Firm of Accountants......................14 - ------------- * Incorporated herein by reference. Exhibit 99.1 INDYMAC, INC. OFFICERS' CERTIFICATE ANNUAL STATEMENT OF THE MASTER SERVICER CWMBS, INC. RESIDENTIAL ASSET SECURITIZATION TRUST 1998-A4 MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1998-D 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/ Jim Banks Dated: 3/30/99 JIM BANKS EXECUTIVE VICE PRESIDENT /s/ John Kim Dated: 3/30/99 JOHN KIM VICE PRESIDENT Exhibit 99.2 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, 1998, 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.'s 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, 1998 is fairly stated, in all material respects. /s/ Grant Thornton LLP Los Angeles, California February 26, 1999 [LOGO] IndyMac February 26, 1999 Grant Thornton LLP 1000 Wilshire Blvd., Suite 700 Los Angeles, CA 90017 Management's Assertion As of and for the year ended December 31, 1998, 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 -------------------------------------------------------- for the year ended December 31, 1998, IndyMac had in effect fidelity bond and mortgage impairment errors and omissions policies in the amounts of $30,000,000 and $10,000,000, respectively. Very truly yours, IndyMac, Inc. /s/ Michael W. Perry - -------------------------------------------------------------------------- Michael W. Perry President and Chief Executive Officer /s/ Carmella Grahn - -------------------------------------------------------------------------- Carmella Grahn Executive Vice President and Chief Financial Officer 155 North Lake Avenue Pasadena, California 91101 Telephone: 800.669.2300 http://www.indymac.com -----END PRIVACY-ENHANCED MESSAGE-----