<PAGE>
RULE NO. 424(b)(3)
REGISTRATION NO. 33-59559
PRICING SUPPLEMENT NO. 8
(To Prospectus Supplement dated August 16, 1995
and Prospectus dated June 26, 1995)
$150,000,000
COUNTRYWIDE FUNDING CORPORATION
6 7/8% NOTES DUE SEPTEMBER 15, 2005
PAYMENT OF PRINCIPAL AND
INTEREST UNCONDITIONALLY GUARANTEED BY
LOGO COUNTRYWIDE(SM)
----------------------
CREDIT INDUSTRIES, INC.
----------------
Interest on the 6 7/8% Notes due September 15, 2005 (the "Notes") is payable
on March 15 and September 15 of each year, commencing on March 15, 1996. The
Notes may not be redeemed by Countrywide Funding Corporation ("CFC") prior to
maturity. The Notes will be issued only in the form of a single global note
registered in the name of the nominee of The Depository Trust Company. See
"Description of the Notes" herein.
The Notes will constitute unsecured and unsubordinated indebtedness of CFC
and will rank pari passu in right of payment with CFC's other unsecured and
unsubordinated indebtedness. As of August 31, 1995, Countrywide Credit
Industries, Inc. (the "Guarantor") did not have any secured indebtedness
outstanding, and CFC had $967,117,901 aggregate principal amount of secured
indebtedness outstanding. As of such date, CFC had $4,312,053,875 aggregate
principal amount of unsecured and unsubordinated indebtedness outstanding,
which indebtedness will rank pari passu in right of payment with the Notes.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PRICING SUPPLEMENT, THE
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR
ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION
TO THE CONTRARY IS UNLAWFUL.
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<TABLE>
<CAPTION>
Price to Underwriting Proceeds to
Public(1) Discount CFC(1)
--------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Note................................ 99.647% .650% 98.997%
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Total................................... $149,470,500 $975,000 $148,495,500
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</TABLE>
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(1) Plus accrued interest, if any, from September 26, 1995.
----------------
The Notes are offered by the several Underwriters, as specified herein,
subject to receipt and acceptance by them and subject to their right to reject
any order in whole or in part. It is expected that the Notes will be ready for
delivery through the facilities of The Depository Trust Company on or about
September 26, 1995.
----------------
LEHMAN BROTHERS
GOLDMAN, SACHS & CO.
MERRILL LYNCH & CO.
SALOMON BROTHERS INC
September 21, 1995
<PAGE>
DESCRIPTION OF THE NOTES
The following description of the particular terms of the Notes offered hereby
(referred to in the Prospectus Supplement as "Notes" and in the Prospectus as
"CFC Debt Securities") supplements, and to the extent inconsistent therewith
replaces, the description of the terms and provisions of the Notes in the
Prospectus Supplement and the CFC Debt Securities in the Prospectus. Terms used
but not defined herein are used herein as defined in the Prospectus Supplement
or Prospectus to which this Pricing Supplement is attached.
GENERAL
The Notes constitute Medium-Term Notes, Series D, described in the
accompanying Prospectus Supplement and Prospectus. The aggregate principal
amount of the Notes in this offering is $150,000,000. The Notes will be Fixed
Rate Notes and will be initially issued as Book-Entry Notes in minimum
denominations of $100,000 and integral multiples of $1,000 in excess thereof.
The Specified Currency for the Notes will be U.S. dollars. The trade date for
the Notes is September 21, 1995. The Stated Maturity Date for the Notes will be
September 15, 2005.
Reference is made to the accompanying Prospectus Supplement and Prospectus
for a detailed summary of additional provisions of the Notes.
INTEREST
The Notes will bear interest at the rate set forth on the cover page of this
Pricing Supplement from September 26, 1995 or the most recent Interest Payment
Date to which interest has been paid or provided for, payable on March 15 and
September 15 of each year, commencing March 15, 1996. The Record Date for any
Interest Payment Date will be March 1 or September 1 immediately preceding the
applicable Interest Payment Date. Payments of the principal of and interest on
the Notes will be payable as described in the accompanying Prospectus
Supplement and Prospectus.
REDEMPTION AND REPAYMENT
The Notes may not be redeemed by CFC, or repaid at the option of the Holders,
prior to maturity and will not be entitled to the benefit of any sinking fund.
GUARANTEE
The Notes will be unconditionally guaranteed by the Guarantor as to payment
of principal and interest, when and as the same shall become due and payable,
whether at maturity or otherwise.
OFFERING AND SALE
Subject to the terms of a Terms Agreement, dated September 21, 1995 (the
"Terms Agreement"), between CFC and Lehman Brothers Inc., Goldman, Sachs & Co.,
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Salomon Brothers Inc (the "Underwriters"), CFC has agreed to sell to the
Underwriters, and the Underwriters have agreed severally to purchase, the
respective principal amounts of Notes set forth opposite their names below:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
UNDERWRITERS OF NOTES
------------ ----------------
<S> <C>
Lehman Brothers Inc......................................... $ 37,500,000
Goldman, Sachs & Co. ....................................... 37,500,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated....................................... 37,500,000
Salomon Brothers Inc ....................................... 37,500,000
------------
Total..................................................... $150,000,000
============
</TABLE>
Under the terms and conditions of the Terms Agreement, the Underwriters are
committed to take and pay for all of such Notes, if any are taken.
P-2
<PAGE>
The Underwriters propose to offer the Notes initially at the price to public
set forth on the cover page of this Pricing Supplement and to certain dealers
at such price less a concession not in excess of .400% of the principal amount
of the Notes. The Underwriters may allow, and such dealers may reallow, a
discount not in excess of .250% of the principal amount of the Notes on sales
to certain other dealers. After the initial public offering, the offering price
and other selling terms may from time to time be varied by the Underwriters.
The Notes are a new issue of securities with no established trading market.
CFC has been advised by the Underwriters that they intend to make a market in
the Notes but are not obligated to do so and may discontinue market making at
any time without notice. No assurance can be given as to the liquidity of the
trading market for the Notes.
CFC has agreed to indemnify the Underwriters against certain liabilities as
described in the accompanying Prospectus Supplement.
P-3
<PAGE>
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No dealer, salesperson or other individual has been authorized to give any
information or to make any representations other than those contained or
incorporated by reference in this Pricing Supplement, the Prospectus Supplement
or the Prospectus in connection with the offering covered by this Pricing
Supplement, the Prospectus Supplement and the Prospectus. If given or made,
such information or representations must not be relied upon as having been
authorized by CFC, the Guarantor or any Underwriter. This Pricing Supplement,
the Prospectus Supplement and the Prospectus do not constitute an offer to
sell, or a solicitation of an offer to buy, the Notes in any jurisdiction
where, or to any person to whom, it is unlawful to make such offer or
solicitation. Neither the delivery of this Pricing Supplement, the Prospectus
Supplement and the Prospectus nor any sale made hereunder or thereunder shall,
under any circumstances, create an implication that there has not been any
change in the facts set forth in this Pricing Supplement, the Prospectus
Supplement or the Prospectus or in the affairs of CFC or the Guarantor since
the date hereof.
---------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
Pricing Supplement
<S> <C>
Description of the Notes.................................................. P-2
Offering and Sale......................................................... P-2
Prospectus Supplement
Risk Factors.............................................................. S-2
Description of Notes...................................................... S-4
Certain Federal Income Tax Considerations................................. S-21
Plan of Distribution of Notes............................................. S-25
Validity of Notes......................................................... S-26
Prospectus
Available Information..................................................... 2
Incorporation of Certain Documents by Reference........................... 2
The Company and CFC....................................................... 3
Use of Proceeds........................................................... 4
Selected Consolidated Financial Data...................................... 5
Management's Discussion and Analysis of Financial Condition and Results of
Operations............................................................... 6
Description of Capital Stock.............................................. 18
Description of Debt Securities and Guarantees............................. 20
Plan of Distribution...................................................... 27
Validity of Securities.................................................... 28
Experts................................................................... 28
Index to Financial Statements............................................. F-1
</TABLE>
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$150,000,000
COUNTRYWIDE
FUNDING
CORPORATION
6 7/8% NOTES DUE SEPTEMBER 15, 2005
PAYMENT OF PRINCIPAL AND
INTEREST UNCONDITIONALLY
GUARANTEED BY
LOGO COUNTRYWIDE(SM)
----------------------
CREDIT INDUSTRIES, INC.
---------------
PRICING SUPPLEMENT
September 21, 1995
---------------
LEHMAN BROTHERS
GOLDMAN, SACHS & CO.
MERRILL LYNCH & CO.
SALOMON BROTHERS INC
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