Rule 424(b)(3)
File Nos.333-31529 and 333-31529-01
PRICING SUPPLEMENT NO. 1 DATED SEPTEMBER 5, 1997
(To Prospectus Dated August 12, 1997, as Supplemented August 15,
1997)
COUNTRYWIDE HOME LOANS, INC.
MEDIUM-TERM NOTES, SERIES F
DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
PAYMENT OF PRINCIPAL, PREMIUM, IF ANY,
AND INTEREST FULLY AND UNCONDITIONALLY GUARANTEED BY
COUNTRYWIDE CREDIT INDUSTRIES, INC.
FIXED RATE NOTES
---------------
Trade Date: September 3, 1997 Book Entry: [x]
Issue Price: 100% Certificated: [ ]
Original Issue Date: September 8, 1997 Principal Amount: $75,000,000
Stated Maturity Date: September 9, 2002 Net Proceeds: $74,185,000[FN]
Interest Rate: 6.567% Specified Currency: U.S.
Dollars
[FN]
Reflects the payment of the Agent's commission and the premium
paid in connection with the Policy issued (as described in
"Additional/Other Terms").
</FN>
Exchange Rate Agent: N/A
Agent: Countrywide Securities Corporation
Minimum Denomination: $100,000
Interest Payment Dates: March 15 and September 15, commencing March
15, 1998
Record Dates: February 28 (29) and August 31
Redemption: Repayment:
Check box opposite applicable paragraph: Check box opposite
applicable paragraph:
[x] The Notes cannot be [x] The Notes cannot be repaid
redeemed prior to maturity. prior to maturity.
[ ] The Notes may be redeemed [ ] The Notes may be repaid
prior to maturity. prior to maturity.
Initial Redemption Date: Optional Repayment Dates:
Initial Redemption Percentage:
Annual Redemption Percentage Reduction, if any:
Additional/Other Terms:
The following information has been furnished by MBIA Insurance
Corporation (the "Insurer") for use in this Pricing Supplement.
The holders of the Notes to which this Pricing Supplement
relates (the "Noteholders") are entitled to the benefit of a
financial guaranty insurance policy (the "Policy") issued by the
Insurer in favor of The Bank of New York, as trustee for the benefit
of the Noteholders (the "Trustee"). The following summary of the
material terms of the Policy does not purport to be complete and is
qualified in its entirety by reference to the provisions of the
Policy.
The Policy provides that the Insurer unconditionally and
irrevocably guarantees the full and complete payment required to be
made by or on behalf of CHL to the Trustee or its successor of an
amount equal to (i) the principal of (either at the stated maturity
or by an advancement of maturity pursuant to a mandatory sinking fund
payment) and interest on, the Notes as such payments shall become due
but shall not be so paid (except that in the event of any
acceleration of the due date of such principal by reason of mandatory
or optional redemption or acceleration resulting from default or
otherwise, other than any advancement of maturity pursuant to a
mandatory sinking fund payment, the payments guaranteed by the Policy
shall be made in such amounts and at such times as such payments of
principal would have been due had there not been any such
acceleration); and (ii) the reimbursement of any such payment which
is subsequently recovered from any Noteholder pursuant to a final
judgment by a court of competent jurisdiction that such payment
constitutes an avoidable preference to such Noteholder within the
meaning of any applicable bankruptcy law (a "Preference").
The Policy does not insure against loss of any prepayment
premium which may at any time be payable with respect to any Note.
The Policy does not, under any circumstance, insure against loss
relating to: (i) optional or mandatory redemptions (other than
mandatory sinking fund redemptions); (ii) any payments to be made on
an accelerated basis; or (iii) any Preference relating to (i) through
(ii) above. The Policy also does not insure against nonpayment of
principal of or interest on the Notes resulting from the insolvency,
negligence or any other act or omission of the Trustee or any other
trustee for the Notes.
Upon receipt of telephonic or telegraphic notice, such notice
subsequently confirmed in writing by registered or certified mail, or
upon receipt of written notice by registered or certified mail, by
the Insurer from the Trustee or any Noteholder for which the payment of
an insured amount is then due, that such required payment has
not been made, the Insurer on the due date of such payment or within
one business day after receipt of notice of such nonpayment,
whichever is later, will make a deposit of funds, in an account with
State Street Bank and Trust Company, N.A., in New York, New York (the
"Fiscal Agent"), or its successor, sufficient for the payment of any
such insured amounts which are then due. Upon presentment and
surrender of such Notes or presentment of such other proof of
ownership of the Notes, together with any appropriate instruments of
assignment to evidence the assignment of the insured amounts due on
the Notes as are paid by the Insurer, and appropriate instruments to
effect the appointment of the Insurer as agent for such Noteholders
in any legal proceeding related to payment of insured amounts on the
Notes, such instruments being in a form satisfactory to the Fiscal
Agent, the Fiscal Agent shall disburse to such Noteholders or the
Trustee payment of the insured amounts due on such Notes, less any
amount held by the Trustee for the payment of such insured amounts
and legally available therefor.
Any notice under the Policy or service of process on the Fiscal
Agent may be made at the address listed below for the Fiscal Agent or
such other address as the Insurer shall specify in writing to the
Trustee.
The notice address of the Fiscal Agent is 15th Floor, 61
Broadway, New York, New York 10006 Attention: Municipal Registrar
and Paying Agency, or such other address as the Fiscal Agent shall
specify to the Trustee in writing.
In the event the Insurer were to become insolvent, any claims
arising under a policy of financial guaranty insurance are excluded
from coverage by the California Insurance Guaranty Association,
established pursuant to Article 14.2 (commencing with Section 1063)
of Chapter 1 of Part 2 of Division 1 of the California Insurance
Code.
The Policy is not cancelable for any reason. The premium on the
Policy is not refundable for any reason including payment, or
provision being made for payment, prior to maturity of the Notes.
The Insurer is the principal operating subsidiary of MBIA Inc.,
a New York Stock Exchange listed company. MBIA Inc. is not obligated
to pay the debts of or claims against the Insurer. The Insurer is
domiciled in the State of New York and licensed to do business in and
is subject to regulation under the laws of all 50 states, the
District of Columbia, the Commonwealth of Puerto Rico, the
Commonwealth of the Northern Mariana Islands, the Virgin Islands of
the United States and the Territory of Guam. The Insurer has two
European branches, one in the Republic of France and the other in the
Kingdom of Spain. New York has laws prescribing minimum capital
requirements, limiting classes and concentrations of investments and
requiring the approval of policy rates and forms. State laws also
regulate the amount of both the aggregate and individual risks that
may be insured, the payment of dividends by the Insurer, changes in
control and transactions among affiliates. Additionally, the Insurer
is required to maintain contingency reserves on its liabilities in
certain amounts for certain periods of time.
The consolidated financial statements of the Insurer, a wholly
owned subsidiary of MBIA Inc., and its subsidiaries as of December 31,
1996 and December 31, 1995 and for each of the three years in the
period ended December 31, 1996, prepared in accordance with generally
accepted accounting principles, included in the Annual Report on Form
10-K of MBIA Inc. for the year ended December 31, 1996 and the
consolidated financial statements of the Insurer and its subsidiaries
for the six months ended June 30, 1997 and for the periods ending June
30, 1997 and June 30, 1996 included in the Quarterly Report on Form
10-Q of MBIA Inc. for the period ending June 30, 1997 are hereby
incorporated by reference into this Pricing Supplement and shall be
deemed to be a part hereof. Any statement contained in a document
incorporated by reference herein shall be modified or superseded for
purposes of this Pricing Supplement to the extent that a statement
contained herein or in any other subsequently filed document which
also is incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of
this Pricing Supplement.
All financial statements of the Insurer and its subsidiaries
included in documents filed by MBIA Inc. pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, subsequent to the date of this Pricing Supplement and prior
to the termination of the offering of the Notes shall be deemed to be
incorporated by reference into this Pricing Supplement and to be a
part hereof from the respective dates of filing such documents.
The tables below present selected financial information of the
Insurer determined in accordance with statutory accounting practices
prescribed or permitted by insurance regulatory authorities ("SAP")
and generally accepted accounting principles ("GAAP"):
<TABLE>
<CAPTION>
SAP
December 31, June 30,
1996 1997
(Audited) (Unaudited)
(In millions)
<S> <C> <C>
Admitted Assets $4,476 $4,824
Liabilities 3,009 3,259
Capital and Surplus 1,467 1,565
</TABLE>
<TABLE>
<CAPTION>
GAAP
December 31, June 30,
1996 1997
(Audited) (Unaudited)
(In millions)
<S> <C> <C>
Assets $5,066 $5,408
Liabilities 2,262 2,412
Shareholder's Equity 2,804 2,996
</TABLE>
Copies of the financial statements of the Insurer incorporated
by reference herein and copies of the Insurer's 1996 year-end audited
financial statements prepared in accordance with statutory accounting
practices are available, without charge, from the Insurer. The
address of the Insurer is 113 King Street, Armonk, New York 10504.
The telephone number of the Insurer is (914) 273-4545.
The Insurer does not accept any responsibility for the accuracy
or completeness of this Pricing Supplement or any information or
disclosure contained herein, or omitted herefrom, other than with
respect to the accuracy of the information regarding the Policy and
Insurer set forth above. Additionally, the Insurer makes no
representation regarding the Notes or the advisability of investing
in the Notes.
Moody's Investors Service, Inc. rates the claims paying ability
of the Insurer "Aaa."
Standard & Poor's Ratings Services, a division of The McGraw-
Hill Companies, Inc. rates the claims paying ability of the Insurer
"AAA."
Fitch Investors Service, L.P. rates the claims paying ability of
the Insurer "AAA."
Each rating of the Insurer should be evaluated independently.
The ratings reflect the respective rating agency's current assessment
of the creditworthiness of the Insurer and its ability to pay claims
on its policies of insurance. Any further explanation as to the
significance of the above ratings may be obtained only from the
applicable rating agency.
The above ratings are not recommendations to buy, sell or hold
the Notes, and such ratings may be subject to revision or withdrawal
at any time by the rating agencies. Any downward revision or
withdrawal of any of the above ratings may have an adverse effect on
the market price of the Notes. The Insurer does not guaranty the
market price of the Notes nor does it guaranty that the ratings on
the Notes will not be revised or withdrawn.
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EXPERTS
The consolidated financial statements of MBIA Insurance
Corporation and Subsidiaries as of December 31, 1996 and December 31,
1995 and for each of the three years in the period ended December 31,
1996, incorporated by reference into this Pricing Supplement, have
been audited by Coopers & Lybrand, L.L.P., independent accountants, as
set forth in their report thereon incorporated by reference herein in
reliance upon the authority of such firm as experts in accounting and
auditing.
----------
The Notes to which this Pricing Supplement relates will
constitute unsecured and unsubordinated indebtedness of CHL and will
rank pari passu in right of payment with CHL's other unsecured and
unsubordinated indebtedness. As of May 31, 1997 the Guarantor did
not have any secured indebtedness outstanding, and CHL had
$373,216,000 aggregate principal amount of secured indebtedness
outstanding. As of such date, CHL had $6,087,479,000 aggregate
principal amount of unsecured and unsubordinated indebtedness
outstanding, which indebtedness ranked pari passu in right of
payment with CHL's other unsecured and unsubordinated indebtedness
and will rank pari passu in right of payment with the Notes to which
this Pricing Supplement relates.
