_______________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest Event
Reported): November 18, 1997
CWABS, INC., (as depositor under the Pooling and
Servicing Agreement, to be dated as of November 21, 1997,
providing for the issuance of the CWABS, Inc.,
Countrywide Home Equity Loan Trust 1997-D Revolving Home
Equity Loan Asset Backed Certificates, Series 1997-D).
CWABS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 333-11095 95-4596514
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
4500 Park Granada
Calabasas, California 91302
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (818) 225-3240
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Item 5. Other Events.
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Filing of Certain Materials
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Pursuant to Rule 424(b)(5) under the Securities Act of 1933,
concurrently with, or subsequent to, the filing of this Current Report on
Form 8-K (the "Form 8-K"), CWABS, Inc. (the "Company") is filing a prospectus
supplement with the Securities and Exchange Commission (the "Commission")
relating to its Revolving Home Equity Loan Asset Backed Certificates, Series
1997-D (the "Certificates"). The prospectus was filed previously with the
Commission.
Incorporation of Certain Documents by Reference
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The consolidated financial statements of Ambac Assurance Corporation and
its subsidiaries as of December 31, 1996 and December 31, 1995, and for the
three-year period ended December 31, 1996, included in the Current Report on
Form 8-K of AMBAC Inc. (which was filed with the Securities and Exchange
Commission on March 12, 1997) and the consolidated financial statements of
Ambac Assurance Corporation and its subsidiaries as of September 30, 1997,
and for the periods ended September 30, 1997 and September 30, 1996, included
in the Quarterly Report on Form 10-Q of Ambac Financial Group, Inc. for the
period ended September 30, 1997 (which was filed with the Securities and
Exchange Commission on November 14, 1997) are hereby incorporated by
reference in (i) this Current Report on Form 8-K; (ii) the prospectus; and
(iii) the prospectus supplement for Countrywide Home Equity Loan Trust 1997-D
Revolving Home Equity Loan Asset Backed Certificates, Series 1997-D, and
shall be deemed to be part hereof and thereof.
In connection with the issuance of the Certificates, the Company is
filing herewith the consent of KPMG Peat Marwick LLP ("KPMG") to the use of
their name in the prospectus supplement relating to the issuance of the
Certificates. The consent of KPMG is attached hereto as Exhibit 23.
Filing of Derived Materials.
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In connection with the offering of the Certificates, Merrill Lynch,
Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), as an underwriter of
the Certificates, has prepared certain materials for distribution to its
potential investors (the "Computational Materials"). The other underwriter,
Countrywide Securities Corporation ("CSC" and, together with Merrill Lynch,
the "Underwriters"), did not participate in the preparation of the
Computational Materials. Although the Company provided the Underwriters with
certain information regarding the characteristics of the Mortgage Loans (the
"Loans") in the related portfolio, it did not participate in the preparation
of the Computational Materials by Merrill Lynch. Concurrently with the
filing hereof, pursuant to Rule 311(i) of Regulation S-T, the Company is
filing the Computational Materials by paper filing on Form SE.
For purposes of this Form 8-K, the Computational Materials shall mean
computer generated tables and/or charts displaying, with respect to the
Certificates, any of the following: yield; average life, duration; expected
maturity; interest rate sensitivity; loss sensitivity; cash flow
characteristics; background information regarding the Loans; the proposed
structure; decrement tables; or similar information (tabular or otherwise) of
a statistical, mathematical, tabular or computational nature. The
Computational Materials are attached hereto as Exhibit 99.
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* Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the prospectus dated November 7, 1997 and the
prospectus supplement dated November __, 1997, of CWABS, Inc., relating to
its Revolving Home Equity Loan Asset Backed Certificates, Series 1997-D.
Item 7. Financial Statements, Pro Forma Financial
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Information and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
23 Consent of KPMG
99 Computational Materials
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CWABS, INC.
By: /s/ David Walker
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David Walker
Vice President
Dated: November 18, 1997
Exhibit Index
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Exhibit Page
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23 Consent of KPMG
99 Computational Materials
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Ambac Assurance Corporation:
We consent to the incorporation by reference in the registration statement
(No. 333-37539) of CWABS, Inc. (the "Registrant") and in the Prospectus
Supplement of the Registrant (the "Prospectus Supplement"), included in the
Form 8-K of the Registrant dated November 18, 1997, of our report dated
January 30, 1997 on the consolidated financial statements of Ambac Assurance
Corporation (formerly AMBAC Indemnity Corporation) as of December 31, 1996
and 1995, and for each of the years in the three-year period ended December
31, 1996, which report appears in the Form 8-K of Ambac Financial Group,
Inc., (formerly AMBAC Inc.) dated March 12, 1997 and to the reference to our
firm under the heading "Experts" in the Prospectus Supplement.
/s/ KPMG Peat Marwick LLP
New York, New York
November 18, 1997
EXHIBIT 99
In accordance with Rule 311(i) of Regulation S-T, the Computational
Materials are being filed on paper pursuant to Form SE.
BROWN & WOOD LLP
One World Trade Center
New York, New York 10048
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
November 18, 1997
BY MODEM
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: CWABS, Inc.
Countrywide Home Equity Loan Trust 1997-D
Revolving Home Equity Loan Asset Backed
Certificates, 1997-D
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Ladies and Gentlemen:
On behalf of CWABS, Inc. (the "Company"), we enclose herewith for
filing, pursuant to the Securities and Exchange Act of 1934, as amended, the
Company's Current Report on Form 8-K, for certain materials in connection
with the above-referenced transaction.
Very truly yours,
/s/ Kimberly H. Bothner
Kimberly H. Bothner
Enclosure
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CWABS, INC.
By: /s/ David Walker
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David Walker
Vice President
Dated: November 18, 1997
