ITEM 1. BUSINESS
Not applicable. See the Relief Letter.
ITEM 2.
ITEM 2. PROPERTIES
Not applicable. See the Relief Letter.
ITEM 3.
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.
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.
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, 1996, there were six (6) 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.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable. See the Relief Letter.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Not applicable. See the Relief Letter.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Not applicable. See the Relief Letter.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Not applicable. See the Relief Letter.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION Not applicable. See the Relief Letter.
ITEM 12.
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.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) Not applicable. See the Relief Letter.
PART IV
ITEM 14.
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. 33-73504)).
Exhibit 3(ii): Copy of Company's By-laws (Filed as an Exhibit to Registration Statement on Form S-11 (File No. 33-73504)).
Exhibit 4: Pooling and Servicing Agreement (Filed as part of the Registrant's Current Report on Form 8-K dated November 1, 1996).
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 ------------------ ----------
November 1, 1996 Pooling and Servicing Agreement
December 25, 1996 Monthly report sent to Certificateholders with the December 1996 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 1996-A9, MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-M
By: The Bank of New York, as Trustee*
By: /s/ Leslie A. Gaskill -------------------------------- Name: Leslie A. Gaskill Title: Assistant Treasurer
Date: March 27, 1997
- --------------------
* 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. 33-73504)) . . . . . . . . . . . . . . . . . . . . . . . . *
3(ii) Company's By-laws (Filed as an Exhibit to Registration Statement on Form S-11 (File No. 33- 73504)) . . . . . . . . . . . . . . . . . . . . . . . . . . . *
4 Pooling and Servicing Agreement (Filed as part of the Company's Current Report on Form 8-K dated November 1, 1996) . . . . . . . . . . . . . . . . . . . . . . . . . . . . *
99.1 Annual Statement of the Master Servicer . . . . . . . . . . 10
99.2 Annual Report of the Firm of Accountants . . . . . . . . . . 12
- --------------------
* Incorporated herein by reference.
Exhibit 99.1
INDEPENDENT NATIONAL MORTGAGE CORPORATION
OFFICERS' CERTIFICATE ANNUAL STATEMENT OF THE MASTER SERVICER
CWMBS, INC. RESIDENTIAL ASSET SECURITIZATION TRUST 1996-A9 MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-M
The undersigned do hereby certify that they are each an officer of 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/ Blair Abernathy Dated: 1/17/97 - ---------------------------- ------- BLAIR ABERNATHY EXECUTIVE VICE PRESIDENT
/s/ Barbara Perez Dated: 1/17/97 - ---------------------------- ------- BARBARA PEREZ VICE PRESIDENT
Exhibit 99.2
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Independent National Mortgage Corporation
We have examined management's assertion about Independent National Mortgage Corporation'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, 1996 included in the accompanying management assertion. Management is responsible for Independent National Mortgage Corporation'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 Independent National Mortgage Corporation'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 Independent National Mortgage Corporation compliance with the minimum servicing standards.
In our opinion, management's assertion that Independent National Mortgage Corporation complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 1996 is fairly stated, in all material respects.
/s/ Grant Thornton LLP
Los Angeles, California February 21, 1997
(LOGO) Indy Mac 35 North Lake Avenue 800.669.2300 and Pasadena, CA 91101 http://www.indymac.com Affiliates
February 21, 1997
Grant Thornton LLP 100 Wilshire Blvd., Suite 700 Los Angeles, CA 90017
As of and for the year ended December 31, 1996, Independent National Mortgage Corporation 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 this same period, Independent - ---------------------------- National Mortgage Corporation had in effect a fidelity bond and errors and omissions policy in the amount of $30,000,000 and $5,000,000, respectively.
/s/ Michael Perry /s/ James Gross ------------------------ ------------------------ Michael Perry, James Gross President and Executive Vice President and Chief Executive Officer Chief Financial Officer