-----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, SHgYJ4tebRWP18m1eULUjHRR82W92SSEiI0BqD9Dz+IcgpJxdoUPC/BK0ex6UcH1 h3iUzHtcDYyxr/EktJtwQw== 0000905148-05-001896.txt : 20050328 0000905148-05-001896.hdr.sgml : 20050328 20050328145541 ACCESSION NUMBER: 0000905148-05-001896 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050328 DATE AS OF CHANGE: 20050328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHL Mortgage Pass-Through Trust 2004-12 CENTRAL INDEX KEY: 0001296313 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-109248-21 FILM NUMBER: 05706373 BUSINESS ADDRESS: STREET 1: 4500 PARK GRANADA CITY: CALABASAS STATE: CA ZIP: 91302 BUSINESS PHONE: 8183045591 MAIL ADDRESS: STREET 1: 4500 PARK GRANADA STREET 2: 155 N LAKE AVE CITY: PASADENA STATE: CA ZIP: 91302 10-K 1 efc5-0593_5671882form10k.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, 2004 ----------------- 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: 333-109248-21 ------------- CWMBS, Inc., CHL Mortgage Pass-Through Trust 2004-12, Mortgage Pass-Through Certificates, Series 2004-12 -------------------------------------------------- (Exact name of Registrant as specified in its charter) Delaware 95-4449516 - ------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) c/o Countrywide Home Loans Servicing LP 4500 Park Granada Calabasas, California 91302 - ---------------------------------------- ------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (818) 225-3000 -------------- 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. [X] Yes [ ] 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. [X] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). [ ] Yes [X] No State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. Not applicable -------------- 2 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 2004-12 (the "Trust Fund") formed pursuant to the pooling and servicing agreement dated as of June 1, 2004 (the "Pooling and Servicing Agreement") among CWMBS, Inc., as depositor (the "Company"), Countrywide Home Loans, Inc., as a seller (a "Seller"), Park Granada LLC, as a seller (a "Seller"), Countrywide Home Loans Servicing LP, 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 2004-12 (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"). 3 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 other than ordinary routine litigation incidental to the duties of the Trust Fund, the Trustee, the Master Servicer or the Company, 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. 4 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. (a) Item 201 of Regulation S-K: i. Market Information. There is no established public trading market for the Certificates. ii. Holders. As of December 31, 2004 there were less than 300 holders of record of the Certificates. iii. Dividends. Not applicable. See the Relief Letter. (Information as to distributions to Certificateholders is provided in the Registrant's monthly filings on Form 8-K.) iv. Securities Authorized for Issuance Under Equity Compensation Plans. Not applicable. Item 701 of Regulation S-K. Not applicable. (b) Rule 463 of the Securities Act of 1933. Not applicable. (c) Item 703 of Regulation S-K. Not applicable as the Registrant has no class of equity securities registered pursuant to section 12 of the Securities Exchange Act of 1934. Item 6. Selected Financial Data. Not applicable. See the Relief Letter. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation. Not applicable. See the Relief Letter. Item 7A Quantitative and Qualitative Disclosures about Market Risk. Not applicable. Item 8. Financial Statements and Supplementary Data. Not applicable. See the Relief Letter. 5 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None. Item 9A. Controls and Procedures. Not applicable. The Registrant is an Asset-Backed Issuer (as defined in Exchange Act Rule 15d-14(g)) and is therefore not required to disclose information under Item 307 of Regulation S-K. See Item 307 of Regulation S-K and Exchange Act Rule 15d-15(a). The Registrant is an Asset-Backed Issuer (as defined in Exchange Act Rule 15d-14(g)) and is therefore not required to disclose information under Item 308 of Regulation S-K. See Instruction 2 to Item 308 of Regulation S-K and Exchange Act Rule 15d-15(a). Item 9B. Other Information. None. 6 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. Information required by Item 201(d) of Regulation S-K: Not applicable. Information required by Item 403 of Regulation S-K: (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. Not applicable. See the Relief Letter. Item 14. Principal Accounting Fees and Services. Not applicable. The Registrant is an Asset-Backed Issuer (as defined in Exchange Act Rule 15d-14(g)) and is therefore not required to disclose this information. See Instructions to Item 14. 7 PART IV Item 15. Exhibits and Financial Statement Schedules. (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 attached as Exhibit 99.2 to this Report. See Relief Letter. (2) Not applicable. (3) The required exhibits are as follows: o 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)). o Exhibit 3(ii): Copy of Company's By-laws (Filed as an Exhibit to Registration Statement on Form S-3 (File No. 33-63714)). o Exhibit 4: Pooling and Servicing Agreement (Filed as part of the Registrant's Current Report on Form 8-K filed on January 5, 2005). o Exhibit 31: Rule 15d-14(a) Certification. o Exhibit 99.1: Annual Statement of the Master Servicer. o Exhibit 99.2: Annual Report of the Firm of Accountants. (b) See subparagraph (a)(3) above. (c) Not applicable. See the Relief Letter. 8 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., CHL MORTGAGE PASS-THROUGH TRUST 2004-12, MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-12 By: Countrywide Home Loans Servicing LP, as Master Servicer* By: Countrywide GP, Inc. By: /s/ Joseph M. Candelario --------------------------- Name: Joseph M. Candelario Title: First Vice President Date: March 28, 2005 - ----------- * This Report is being filed by the Master Servicer on behalf of the Trust Fund. The Trust Fund does not have any officers or directors. 9 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, or will be, sent to Certificateholders. See the Relief Letter. 10 EXHIBIT INDEX Exhibit Document - ------- -------- 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, 2005)* 31 Rule 15d-14(a) Certification 99.1 Annual Statement of the Master Servicer 99.2 Annual Report of the Firm of Accountants - ----------- * Incorporated herein by reference. EX-31 2 efc5-0593_5671882exh31.txt Exhibit 31 ---------- CERTIFICATION I, Steve Bailey, certify that: 1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution and servicing reports filed in respect of periods included in the year covered by this annual report, of CWMBS, Inc., CHL Mortgage Pass-Through Trust 2004-12; 2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report; 3. Based on my knowledge, the distribution or servicing information required to be provided to the trustee by the master servicer under the pooling and servicing, or similar, agreement, for inclusion in these reports is included in these reports; 4. I am responsible for reviewing the activities performed by the master servicer under the pooling and servicing, or similar, agreement and based upon my knowledge and the annual compliance review required under that agreement, and except as disclosed in the reports, the master servicer has fulfilled its obligations under that agreement; and 5. The reports disclose all significant deficiencies relating to the master servicer's compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the pooling and servicing, or similar, agreement, that is included in these reports. In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: The Bank of New York, as Trustee. Date: March 28, 2005 /s/ Steve Bailey Steve Bailey Senior Managing Director EX-99.1 3 efc5-0593_5671882exh991.txt Exhibit 99.1 ------------ COUNTRYWIDE HOME LOANS SERVICING LP OFFICERS' CERTIFICATE ANNUAL STATEMENT OF THE MASTER SERVICER CWMBS, INC. CHL MORTGAGE PASS-THROUGH TRUST 2004-12 MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-12 The undersigned do hereby certify that they are each an officer of Countrywide GP, Inc., general partner of Countrywide Home Loans Servicing LP (a "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/ Joseph M. Candelario Dated: March 28, 2005 - ------------------------ JOSEPH M. CANDELARIO FIRST VICE PRESIDENT /s/ Mark Wong Dated: March 28, 2005 - ------------- MARK WONG SENIOR VICE PRESIDENT EX-99.2 4 efc5-0593_5671882exh992.txt Exhibit 99.2 ------------ [KPMG Logo] KPMG LLP Suite 2000 355 South Grand Avenue Los Angeles, CA 90071-1568 Independent Accountants' Report The Board of Directors Countrywide Financial Corporation: We have examined the accompanying management's assertion, that Countrywide Financial Corporation and subsidiaries, including its wholly-owned subsidiary Countrywide Home Loans, Inc. ("CHL") and Countrywide Home Loans Servicing, L.P., a wholly-owned subsidiary of CHL, (collectively, the "Company") complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) as of and for the year ended December 31, 2004. Management is responsible for the Company's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the minimum servicing standards specified above 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 the Company's compliance with the minimum servicing standards. In our opinion, management's assertion that Countrywide Financial Corporation and subsidiaries, including its wholly-owned subsidiary Countrywide Home Loans, Inc. ("CHL") and Countrywide Home Loans Servicing, L.P., a wholly-owned subsidiary of CHL, complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2004 is fairly stated, in all material respects. /s/ KPMG LLP March 17, 2005 KPMG LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMG International, a Swiss cooperative. [Countrywide Logo] 2900 Madera Road Simi Valley, California 93065-6298 (805) 955-1000 Management's Assertion March 17, 2005 As of and for the year ended December 31, 2004, Countrywide Financial Corporation and Subsidiaries (which includes its wholly-owned subsidiary, Countrywide Home Loans, Inc. ("CHL"), and Countrywide Home Loans Servicing, L.P., a wholly owned subsidiary of CHL) ("the Company") has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation for Mortgage Bankers. As of and for this same period, the Company had in effect a fidelity bond and errors and omissions policy in the amount of $200 million and $100 million, respectively. /s/ Thomas K. McLaughlin - ------------------------ Thomas K. McLaughlin Executive Managing Director and Chief Financial Officer /s/ Kevin Meyers - ---------------- Kevin Meyers Managing Director, Chief Financial Officer Loan Administration -----END PRIVACY-ENHANCED MESSAGE-----