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, 1997, 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"). 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 required to be delivered not later than 120 days after the end of the Master Servicer's fiscal year. The Registrant hereby undertakes to file the Annual Report of the Firm of Accountants as an Exhibit to a Form 10-K/A amending this Form 10-K promptly following the date on which such report becomes available.
(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-3 (File No. 33-63714)).
Exhibit 3(ii): Copy of Company's By-laws (Filed as an Exhibit to Registration Statement on Form S-3 (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 January 20, 1998).
Exhibit 99.1: Annual Statement of the Master Servicer.
(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, 1997 Monthly report sent to Certificateholders with the October 1997 distribution
November 25, 1997 Monthly report sent to Certificateholders with the November 1997 distribution
December 25, 1997 Monthly report sent to Certificateholders with the December 1997 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., MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-6
By: The Bank of New York, as Trustee*
By: /s/ Kelly Sheahan -------------------------- Name: Kelly Sheahan Title: Assistant Treasurer
Date: March 23, 1998
- ------------------------ * 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-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 20, 1998). . . . . . . . . . . . . . . . . . . . . . . . . . . . . *
99.1 Annual Statement of the Master Servicer . . . . . . . . . . 10
- -------------------- * Incorporated herein by reference.
Exhibit 99.1 ------------ COUNTRYWIDE HOME LOANS, INC.
OFFICERS' CERTIFICATE ANNUAL STATEMENT OF THE MASTER SERVICER
CWMBS, INC. MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-6
The undersigned do hereby certify that they are each an officer of Countrywide Home Loans, Inc. (the "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/ Kevin W. Bartlett Dated: 3/24/98 - --------------------- ------- KEVIN W. BARTLETT MANAGING DIRECTOR, SECONDARY MARKETING
/s/ David A. Spector Dated: 3/24/98 - ---------------------- ------- DAVID A. SPECTOR SENIOR VICE PRESIDENT