SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, 1997
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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: 333-37539
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CWABS, Inc.
Revolving Home Equity Loan Asset Backed Certificates, Series 1997-D
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(Exact name of Registrant as specified in its charter)
Delaware 36-7214254
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(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
c/o The First National Bank of Chicago
Corporate Trust Services Division
One North State Street, 9th Floor
Chicago, Illinois 60670
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 407-1902
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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. Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to item
405 of Regulation S-K is not contained herein, and will 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 stock held by non-affiliates
of the Registrant: Not applicable
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State the number of shares of common stock of the Registrant outstanding as
of December 31, 1997: 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 trust fund which issued the CWABS, Inc., Revolving Home Equity Loan Asset
Backed Certificates, Series 1997-D (the "Trust Fund") formed pursuant to the
pooling and servicing agreement dated as of November 21, 1997 (the "Pooling
and Servicing Agreement") among CWABS, Inc., as depositor (the "Company"),
Countrywide Home Loans, Inc., as seller and master servicer (the "Master
Servicer"), and The First National Bank of Chicago, as trustee (the
"Trustee"), for the issuance of the CWABS, Inc., Revolving Home Equity Loan
Asset Backed Certificates, Series 1997-D (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
by the Commission to other companies in similar circumstances, including, but
not limited to, the relief granted to CWMBS, Inc. (February 3, 1994)
(collectively, the "Relief Letters").
PART I
ITEM 1. BUSINESS
Not applicable in reliance on the Relief Letters.
ITEM 2. PROPERTIES
Not applicable in reliance on the Relief Letters.
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) At December 31, 1997, there were two 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 in reliance on the Relief Letters.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Not applicable in reliance on the Relief Letters.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Not applicable in reliance on the Relief Letters.
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 in reliance on the Relief Letters.
ITEM 11. EXECUTIVE COMPENSATION
Not applicable. See the Relief Letters.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Not applicable in reliance on the Relief Letters.
(b) Not applicable in reliance on the Relief Letters.
(c) Not applicable in reliance on the Relief Letters.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) Not applicable in reliance on the Relief Letters.
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 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"). The Master Servicer is also
required 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 included 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. 333-11095)).
Exhibit 3(ii): Copy of Company's By-laws (Filed as an
Exhibit to Registration Statement on Form S-3 (File No.
333-11095)).
Exhibit 4: Pooling and Servicing Agreement (Filed as
part of the Registrant's Current Report on Form 8-K
dated November 25, 1997).
Exhibit 99.1: Annual Statement of the Master Servicer.
(b) Current Reports on Form 8-K filed during the quarter ending
December 31, 1997:
Date Items Reported
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NONE
(c) See subparagraph (a)(3) above.
(d) Not applicable. See the Relief Letters.
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
Letters.
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, INC., REVOLVING HOME EQUITY
LOAN ASSET BACKED CERTIFICATES,
SERIES 1997-D
By: The First National Bank of Chicago,
as Trustee*
By: /s/ Barbara Grosse
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Name: Barbara Grosse
Title:
Date: March __, 1998
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* 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
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3(i) Company's Certificate of Incorporation (Filed as an
Exhibit to Registration Statement on Form S-3 (File
No. 333-11095)) . . . . . . . . . . . . . . . . . . . . . . . . . *
3(ii) Company's By-laws (Filed as an Exhibit to Registration
Statement on Form S-3 (File No. 333-11095)) . . . . . . . . . . . *
4 Pooling and Servicing Agreement (Filed as part of the
Company's Current Report on Form 8-K dated November 25,
1997) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . *
99.1 Annual Statement of the Master Servicer . . . . . . . . . . . . . 9
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* Incorporated herein by reference.
EXHIBIT 99.1
COUNTRYWIDE HOME LOANS, INC.
OFFICERS' CERTIFICATE
ANNUAL STATEMENT OF THE MASTER SERVICER
CWABS, INC.
REVOLVING HOME EQUITY LOAN
ASSET BACKED CERTIFICATES, SERIES 1997-D
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 3.09 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 fiscal 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: March , 1998
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KEVIN W. BARTLETT
MANAGING DIRECTOR,
SECONDARY MARKETING
/s/ David M. Walker Dated: March , 1998
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DAVID M. WALKER
EXECUTIVE VICE PRESIDENT