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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): August 24, 1998
CWABS, INC., (as depositor under the Pooling and Servicing Agreement, to
be dated as of August 20, 1998, providing for the issuance of the CWABS,
Inc., Countrywide Home Equity Loan Trust 1998-C Revolving Home Equity
Loan Asset Backed Certificates, Series 1998-C).
CWABS, INC.
(Exact name of registrant as specified in its charter)
Delaware 333-37539 95-4596514
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
4500 Park Granada
Calabasas, California 91302
(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.
Filing of Certain Materials
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-C (the "Certificates").
Incorporation of Certain Documents by Reference
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
June 30, 1998, and for the periods ended June 30, 1998 and June 30, 1997,
included in the Quarterly Report on Form 10-Q of Ambac Financial Group, Inc.
for the period ended June 30, 1998 (which was filed with the Securities and
Exchange Commission on August 14, 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-C Revolving
Home Equity Loan Asset Backed Certificates, Series 1998-C, 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 August 21, 1998 and the
prospectus supplement dated August 21, 1998, of CWABS, Inc., relating to its
Revolving Home Equity Loan Asset Backed Certificates, Series 1998-C.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
23.1 Consent of KPMG
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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
David Walker
Vice President
Dated: August 24, 1998
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Exhibit Index
Exhibit Page
23 Consent of KPMG 6
<PAGE>
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 August 25, 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
August 24, 1998
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BROWN & WOOD LLP
One World Trade Center
New York, New York 10048
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
August 24, 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-C
Revolving Home Equity Loan Asset Backed
Certificates, 1998-C
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
