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
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or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number: 333-109272-20
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CWABS Revolving Home Equity Loan Trust 2004-D,
Revolving Home Equity Loan Asset Backed Notes, Series 2004-D
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(Exact name of Registrant as specified in its charter)
Delaware 95-4596514
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Countrywide Home Loans, Inc.
4500 Park Granada
Calabasas, California 91302
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 225-3000
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Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act: None
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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
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DOCUMENTS INCORPORATED BY REFERENCE
None.
* * *
This Annual Report on Form 10-K (the "Report") is filed with
respect to the CWABS Revolving Home Equity Loan Trust, Series 2004-D (the
"Trust"), a statutory trust formed under the laws of the State of Delaware
pursuant to the trust agreement dated as of June 29, 2004 (the "Trust
Agreement") among CWABS, Inc., as depositor (the "Company"), Countrywide Home
Loans Servicing LP, as master servicer (the "Master Servicer"), and Wilmington
Trust Company, as owner trustee (the "Owner Trustee"), for the issuance of
CWABS Revolving Home Equity Loan Asset Backed Notes, Series 2004-D (the
"Notes"), issued pursuant to an Indenture, dated June 30, 2004 (the
"Indenture"), between the Trust and JPMorgan Chase Bank, N.A., as indenture
trustee (the "Trustee"). The assets of the Trust are comprised of assets sold
to the Trust pursuant to a sale and servicing agreement, dated June 30, 2004
(the "Sale and Servicing Agreement") among the Company, as depositor,
Countrywide Home Loans, Inc., as sponsor and master servicer (the "Master
Servicer"), the Trust and the Trustee, as indenture trustee. 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
by the Commission to other companies in similar circumstances, in particular,
the relief granted in CWMBS, Inc. (February 3, 1994) (collectively, the
"Relief Letters").
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PART I
Item 1. Business.
Not applicable. See the Relief Letters.
Item 2. Properties.
Not applicable. See the Relief Letters.
Item 3. Legal Proceedings.
There were no material pending legal proceedings relating
to the Trust to which any of the Trust, the Trustee, the
Owner 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, the Trustee, the Owner 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 Noteholders, and no
Noteholder consent was solicited during the fiscal year
covered by this Report.
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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 Notes.
ii. Holders. As of December 31, 2004 there were less than 300
holders of record of the Notes.
iii. Dividends. Not applicable. See the Relief Letters.
(Information as to distributions to Noteholders 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 Letters.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operation.
Not applicable. See the Relief Letters.
Item 7A Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
Item 8. Financial Statements and Supplementary Data.
Not applicable. See the Relief Letters.
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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.
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PART III
Item 10. Directors and Executive Officers of the Registrant.
Not applicable. See the Relief Letters.
Item 11. Executive Compensation.
Not applicable. See the Relief Letters.
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 Letters.
(b) Not applicable. See the Relief Letters.
(c) Not applicable. See the Relief Letters.
Item 13. Certain Relationships and Related Transactions.
Not applicable. See the Relief Letters.
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.
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PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) (1) Pursuant to the Sale and Servicing Agreement, the Master
Servicer is required (i) to deliver an annual statement
as to compliance with the provisions of the Sale 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 Sale 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 Letters.
(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. 33-11095)).
o Exhibit 3(ii): Copy of Company's By-laws (Filed as
an Exhibit to Registration Statement on Form S-3
(File No. 33-11095)).
o Exhibit 4(i): Sale and Servicing Agreement (Filed
as part of the Registrant's Current Report on Form
8-K filed on January 27, 2005).
o Exhibit 4(ii): Indenture (Filed as part of the
Registrant's Current Report on Form 8-K filed on
January 27, 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.
o Exhibit 99.3: Audited financial statements of Ambac
Assurance Corporation and subsidiaries.
o Exhibit 99.5: Trust Agreement (Filed as part of the
Registrant's Current Report on Form 8-K filed on
January 27, 2005).
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(b) See subparagraph (a)(3) above.
(c) Not applicable. See the Relief Letters.
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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.
CWABS REVOLVING HOME EQUITY LOAN TRUST, SERIES
2004-D, REVOLVING HOME EQUITY LOAN
ASSET BACKED NOTES, SERIES 2004-D
By: Countrywide Home Loans, Inc.,
as Master Servicer*
By: Countrywide GP, Inc.
By: /s/ Joseph M. Candelario
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Name: Joseph M. Candelario
Title: First Vice President
Date: March 30, 2005
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* This Report is being filed by the Master Servicer on behalf of the
Trust. The Trust does not have any officers or directors.
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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 Noteholders. See the Relief
Letters.
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EXHIBIT INDEX
Exhibit Document
3(i) Company's Certificate of Incorporation (Filed as an
Exhibit to Registration Statement on Form S-3 (File No.
33-11095))*
3(ii) Company's By-laws (Filed as an Exhibit to Registration
Statement on Form S-3 (File No. 33-11095))*
4(i) Sale and Servicing Agreement (Filed as part of the
Company's Current Report on Form 8-K filed on January 27,
2005)*
4(ii) Indenture (Filed as part of the Company's Current Report
on Form 8-K filed on January 27, 2005)*
31 Rule 15d-14(a) Certification
99.1 Annual Statement of the Master Servicer
99.2 Annual Report of the Firm of Accountants
99.3 Audited financial statements for the year ended December
31, 2004 for Ambac Assurance Corporation**
99.5 Trust Agreement (Filed as part of the Registrant's
Current Report on Form 8-K filed on January 27, 2005)*
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* Incorporated herein by reference.
** Incorporation by reference to the consolidated financial statements
of Ambac Assurance Corporation and subsidiaries as of December 31,
2004 and 2003, and for each of the years in the three-year period
ended December 31, 2004, which report appears in the Annual Report
on Form 10-K of Ambac Financial Group, Inc., which was filed with
the Securities and Exchange Commission on March 15, 2005
(Securities and Exchange Commission File No. 1-10777).
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