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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 19, 1999
CWABS, INC., (as depositor under the Pooling and Servicing Agreement, to be
dated as of May 21, 1999, providing for the issuance of the CWABS, Inc.,
Countrywide Home Equity Loan Trust 1999-B Revolving Home Equity Loan
Asset Backed Certificates, Series 1999-B).
CWABS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 333-60823 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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<PAGE>
Item 5. Other Events.
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Filing of Certain Materials
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Pursuant to Rule 424(b)(2) 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 1999-B (the "Certificates").
In connection with the offering of the Revolving Home Equity Loan Asset
Backed Certificates, Series 1999-B, Greenwich Capital Markets, Inc.
("Greenwich Capital") and Countrywide Securities Corporation ("Countrywide",
and together with Greenwich Capital, the "Underwriters"), as underwriters of
the Certificates, have prepared certain materials ("Computational Materials")
for distribution to their potential investors (the "Greenwich Capital
Computational Materials" and the "Countrywide Computational Materials",
respectively). Although the Company provided the Underwriters with certain
information regarding the characteristics of the Mortgage Loans (the "Loans")
in the related portfolio, the Company did not participate in the preparation
of the Computational Materials by Greenwich Capital or Countrywide.
Concurrently with the filing hereof, pursuant to Rule 311(i) of Regulation
S-T, the Company is filing the Greenwich Capital Computational Materials and
the Countrywide Computational Materials by paper filing on Form SE.
For purposes of this Form 8-K, "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 Greenwich
Capital Computational Materials are attached hereto as Exhibit 99.1 and the
Countrywide Computational Materials are attached hereto as Exhibit 99.2.
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* Capitalized terms used and not otherwise defined herein shall have
the meanings assigned to them in the prospectus dated October 26, 1998 and the
prospectus supplement dated May 19, 1999, of CWABS, Inc., relating to its
Revolving Home Equity Loan Asset Backed Certificates, Series 1999-B.
<PAGE>
Incorporation of Certain Documents by Reference
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Pursuant to Rule 411 of Regulation C under the Securities Act of 1933 and
in reliance on AMBAC Indemnity Corporation, SEC No-Action Letter (December 19,
1996), the Company will incorporate by reference the consolidated financial
statements of Ambac Assurance Corporation and subsidiaries as of December 31,
1998 and December 31, 1997, and for each of the years in the three year period
ending December 31, 1998 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 30, 1999) and the unaudited consolidated financial
statements of Ambac Assurance Corporation and subsidiaries as of March 31, 1999
and for the periods ended March 31, 1999 and March 31, 1998 included in the
quarterly report on Form 10-Q of Ambac Financial Group, Inc. for the period
ended March 31, 1999 (which was filed with the Securities and Exchange
Commission on May 12, 1999). Such financial statements will be referred to in
the prospectus supplement relating to the Company's Revolving Home Equity Loan
Asset Backed Certificates, Series 1999-B. In connection with the incorporation
of such documents by reference, the Company is hereby filing the consent of KPMG
LLP ("KPMG") to the use of their name in such prospectus supplement. The consent
of KPMG is attached hereto as Exhibit 23.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
23 Consent of KPMG LLP
99.1 Greenwich Capital Computational Materials
99.2 Countrywide Computational Materials
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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
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David Walker
Vice President
Dated: May 24, 1999
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Exhibit Index
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Exhibit Page
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23 Consent of KPMG LLP 7
99.1 Greenwich Capital Computational Materials 8
99.2 Countrywide Computational Materials 9
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EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Ambac Assurance Corporation:
We consent to the incorporation by reference in the registration
statement (No. 333-60823) of CWABS, Inc. (the "Registrant"), and the Prospectus
Supplement of the Registrant (the "Prospectus Supplement"), via the Form 8-K of
the Registrant dated May 19, 1999, of our report dated January 27, 1999 on the
consolidated financial statements of Ambac Assurance Corporation and
subsidiaries as of December 31, 1998 and 1997, and for each of the years in the
three-year period ended December 31, 1998, which report appears in the Form 10-K
of Ambac Financial Group, Inc. which was filed with the Securities and Exchange
Commission on March 30, 1999 and to the reference to our firm under the heading
"Experts" in the Prospectus Supplement.
/s/ KPMG LLP
New York, New York
May 21, 1999
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EXHIBIT 99.1
Greenwich Capital Markets, Computational Materials
In accordance with Rule 311(i) of Regulation S-T, the Greenwich Capital
Markets, Computational Materials are being filed on paper pursuant to Form SE.
<PAGE>
EXHIBIT 99.2
Countrywide Computational Materials
In accordance with Rule 311(i) of Regulation S-T, the Countrywide
Computational Materials are being filed on paper pursuant to Form SE.
<PAGE>
BROWN & WOOD LLP
One World Trade Center
New York, New York 10048
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
May 24, 1999
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 1999-B
Revolving Home Equity Loan Asset Backed
Certificates, 1999-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
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Amy Sunshine
Enclosure
