CWABS INC
10-K, 1997-03-27
ASSET-BACKED SECURITIES
Previous: INFORMATION MANAGEMENT RESOURCES INC, S-8, 1997-03-27
Next: STOICO RESTAURANT GROUP INC, 10KSB, 1997-03-27




                      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, 1996
                                  --------------

                                      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:  333-11095
                                                  -------


                                      CWABS, Inc.
                   Asset-Backed Certificates, Series 1996-1
                    ---------------------------------------
            (Exact name of Registrant as specified in its charter)


           Delaware                                  95-4596514
- ---------------------------------       ------------------------------------
(State or other jurisdiction of         (IRS Employer Identification Number)
incorporation or organization)

     c/o The Bank of New York
         101 Barclay Street
         New York, New York                              10286
- ---------------------------------------  -----------------------------------
(Address of principal executive offices)               (Zip Code)


Registrant's telephone number, including area code:    (212) 815-2793
                                                       --------------

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.  Yes   X      No      
                                                    ----    ----

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
                     -------------

State the number of shares of common stock of the  Registrant outstanding as
of December 31, 1996:  Not applicable
                       --------------


                      DOCUMENTS INCORPORATED BY REFERENCE

                                NOT APPLICABLE

                      *                *               *


    This Annual Report  on Form 10-K (the "Report") is  filed with respect to
the  trust  fund which  issued  the CWABS,  Inc.,  Asset-Backed Certificates,
Series 1996-1 (the "Trust Fund") formed pursuant to the pooling and servicing
agreement  dated  as  of  November   1,  1996  (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
Bank of New York, as  trustee (the "Trustee"), for the issuance of the CWABS,
Inc., Asset-Backed Certificates, Series 1996-1 (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  (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, 1996, there were four 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 Letter.

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 1, 1996).

                 Exhibit 99.1:  Annual Statement of the Master Servicer.

        (b)  Current  Reports on  Form  8-K filed  during  the  quarter ending
             December 31, 1996:

             Date                     Items Reported
             ----                     --------------

             December 26, 1996        Certificateholders Report

        (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.


                     CWABS, INC., ASSET-BACKED CERTIFICATES, 
                     SERIES 1996-1

                     By: The Bank of New York,
                         as Trustee*


                     By: /s/Leslie Gaskill          
                         ----------------------
                         Name:  Leslie Gaskill
                         Title: Assistant Treasurer


                     Date:  March 26, 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-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 1, 1996) . . . . . . . . . . . . . . . . . . . . .  *

99.1         Annual Statement of the Master Servicer . . . . . . . . . .  9
                         
- --------------------
*   Incorporated herein by reference.


                                 EXHIBIT 99.1


                         COUNTRYWIDE HOME LOANS, INC.


                            OFFICERS' CERTIFICATE
                   ANNUAL STATEMENT OF THE MASTER SERVICER


                                 CWABS, INC.


                   ASSET-BACKED CERTIFICATES, SERIES 1996-1


    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 3.17 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: March 26, 1997          
- -------------------------                    --------------------
KEVIN W. BARTLETT
MANAGING DIRECTOR, 
  SECONDARY MARKETING


/s/ David M. Walker                   Dated: March 26, 1997          
- -------------------                          --------------------
DAVID M. WALKER
EXECUTIVE VICE PRESIDENT





© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission