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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): May 29, 1998
CWABS, INC., (as depositor under the Pooling and Servicing Agreement, to be
dated as of May 20, 1998, providing for the issuance of the CWABS, Inc.,
Countrywide Home Equity Loan Trust 1998-B Revolving Home Equity Loan Asset
Backed Certificates, Series 1998-B).
CWABS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 333-37539 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 and a prospectus
supplement with the Securities and Exchange Commission (the "Commission")
relating to its Revolving Home Equity Loan Asset Backed Certificates, Series
1998-B (the "Certificates").
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, 1997 and December 31, 1996, and for the
three-year period ended December 31, 1997, included in the Annual Report on Form
10-K of Ambac Financial Group Inc. (which was filed with the Securities and
Exchange Commission on March 31, 1998) and the consolidated financial statements
of Ambac Assurance Corporation and its subsidiaries as of March 31, 1998, and
for the periods ended March 31, 1998 and March 31, 1997, included in the
Quarterly Report on Form 10-Q of Ambac Financial Group, Inc. for the period
ended March 31, 1998 (which was filed with the Securities and Exchange
Commission on May 15, 1998) 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 1998-B Revolving Home Equity
Loan Asset Backed Certificates, Series 1998-B, 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
and the incorporation by reference of their report in the prospectus supplement
relating to the issuance of the Certificates. The consent of KPMG is attached
hereto as Exhibit 23.
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* Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the prospectus dated May 29, 1998 and the
prospectus supplement dated May 29, 1998, of CWABS, Inc., relating to its
Revolving Home Equity Loan Asset Backed Certificates, Series 1998-B.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
23.1 Consent of KPMG
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: May 22, 1998
Exhibit Index
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Exhibit Page
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23 Consent of KPMG 6
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 the Prospectus
Supplement of the Registrant (the "Prospectus Supplement"), included in Form 8-K
of the Registrant dated May 22, 1998, of our report dated January 29, 1998 on
the consolidated financial statements of Ambac Assurance Corporation as of
December 31, 1997 and 1996, and for each of the years in the three-year period
ended December 31, 1997, which report appears in the Form 10-K of Ambac
Financial Group, Inc. dated March 31, 1998 and to the reference to our firm
under the heading "Experts" in the Prospectus Supplement.
/s/ KPMG Peat Marwick LLP
New York, New York
May 22, 1998
BROWN & WOOD LLP
One World Trade Center
New York, New York 10048
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
May 28, 1998
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 1998-B
Revolving Home Equity Loan Asset Backed
Certificates, 1998-B
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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/ Amy Sunshine
Amy Sunshine
Enclosure
