-----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, FrpNpmhhgGN4KH+9l0Atqd/Z4VF4KlexdW92asH5N8RaxEGfL46ESF1QsNmVnMt7 C6BY+S9MSVQwTwWZix7GEA== 0000905148-00-000838.txt : 20000508 0000905148-00-000838.hdr.sgml : 20000508 ACCESSION NUMBER: 0000905148-00-000838 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000330 DATE AS OF CHANGE: 20000505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CWMBS INC RESIDENTIAL ASSET SECURITIZATION TRUST 1999-A5 CENTRAL INDEX KEY: 0001087479 STANDARD INDUSTRIAL CLASSIFICATION: 6189 IRS NUMBER: 954449516 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 333-53861-26 FILM NUMBER: 589293 BUSINESS ADDRESS: STREET 1: 1ST N LAKE AVENUE CITY: PASADENA STATE: CA ZIP: 91302 BUSINESS PHONE: 8183044928 MAIL ADDRESS: STREET 1: 1ST N LAKE AVENUE STREET 2: 155 N LAKE AVE CITY: PASADENA STATE: CA ZIP: 91110 10-K 1 T:\EDGAR\SUNSHINE\677166.TXT UNITED STATES 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, 1999 ----------------- 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: 333-53861-26 ------------ CWMBS, Inc. Residential Asset Securitization Trust 1999-A5 Mortgage Pass-Through Certificates, Series 1999-E ------------------------------------------------- (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 (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 -------------- Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of December 31, 1999: 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 1999-A5 (the "Trust Fund") formed pursuant to the pooling and servicing agreement dated as of May 1, 1999 (the "Pooling and Servicing Agreement") among CWMBS, Inc., as depositor (the "Company"), IndyMac, Inc., as 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-E (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, 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. 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 October 29, 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 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. 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-A5, MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1999-E By: The Bank of New York, as Trustee* By: /s/ Courtney Bartholomew --------------------------- 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. 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 October 29, 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 ------------ PNC MORTGAGE SECURITIES CORP. OFFICERS' CERTIFICATE ANNUAL STATEMENT OF THE MASTER SERVICER CWMBS, INC. RESIDENTIAL ASSET SECURITIZATION TRUST 1999-A5 MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1999-E 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-A5 Mortgage Pass-Through Certificates, Series 1999-E, 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 ------------------------ Michael L. Parker President Exhibit 99.2 ------------ REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS -------------------------------------------------- Report of Independent Auditors on Agreement With The Bank Of New York --------------------------------------------------------------------- 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 Schedule I Schedule of Agreements With The Bank of New York - - ------------------------------------------- ----------------------------------- Description Sections - - ------------------------------------------- ----------------------------------- POOLING AND SERVICING AGREEMENT, (a) Dated as of January 1, 1999, Residential Asset Securitization Trust 1999-A1, Mortgage Pass-Through Certificates, Series 1999-A - - ------------------------------------------- ----------------------------------- POOLING AND SERVICING AGREEMENT, (a) Dated as of January 1, 1999, Residential Asset Securitization Trust 1999-A2, Mortgage Pass-Through Certificates, Series 1999-B - - ------------------------------------------- ----------------------------------- POOLING AND SERVICING AGREEMENT, Dated (a) as of February 1, 1999, Residential Asset Securitization Trust 1999-A3, Mortgage Pass-Through Certificates, Series 1999-C - - ------------------------------------------- ----------------------------------- POOLING AND SERVICING AGREEMENT, Dated (a) as of May 1, 1999, Residential Asset Securitization Trust 1999-A5, Mortgage Pass-Through Certificates, Series 1999-E - - ------------------------------------------- ----------------------------------- (a) Servicing in compliance with the terms of this agreement. -----END PRIVACY-ENHANCED MESSAGE-----