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: SEPTEMBER 5, 1997
Date of Earliest Event Reported: SEPTEMBER 5, 1997
COUNTRYWIDE CREDIT INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-8422 95-4083087
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
4500 PARK GRANADA, CALABASAS, CA 91101
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (818) 225-3000
ITEM 5. OTHER EVENTS.
Filing of Certain Materials. Pursuant to Rule 424(b)(3)
under the Securities Act of 1933, as amended (the "Securities Act"),
concurrently with, or subsequent to, the filing of this Current Report
on Form 8-K, Countrywide Home Loans, Inc. (the "Company") and
Countrywide Credit Industries, Inc. (the "Guarantor," and together
with the Company, the "Registrants") are filing Pricing Supplement No.
1, dated September 5, 1997 (the "Pricing Supplement"), to the
Prospectus, dated August 12, 1997, as supplemented by the Prospectus
Supplement, dated August 15, 1997, forming a part of the Registration
Statement on Form S-3 (File Nos. 333-31529 and 333-31529-01), as
amended (the "Registration Statement"), of the Registrants and
relating to $2,000,000,000 aggregate offering price of the Company's
Medium-Term Notes, Series F, Due Nine Months or More From Date of
Issue (the "Notes"), which Notes are guaranteed as to principal,
premium, if any, and interest by the Guarantor.
Incorporation of Certain Documents by Reference. Pursuant to
Rule 411 of Regulation C and Item 10(d) of Regulation S-K under the
Securities Act and in reliance on MBIA Insurance Corp., Securities and
Exchange Commission No-Action Letter (September 6, 1996), the
Registrants will incorporate by reference the financial statements of
MBIA Insurance Corporation into the Registration Statement. The
financial statements will be referred to in the Pricing Supplement. In
connection with the incorporation of such documents by reference, the
Guarantor is hereby filing the consent of Coopers & Lybrand L.L.P.
("Coopers & Lybrand") to such incorporation and to the use of their
name in the Pricing Supplement. The consent of Coopers & Lybrand is
attached hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following is filed as Exhibit 99.1 hereto:
Consent of Coopers & Lybrand, dated September 5, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on
behalf of the undersigned hereunto duly authorized.
Dated: September 5, 1997
COUNTRYWIDE CREDIT INDUSTRIES, INC.
By: /s/Stanford L. Kurland
-------------------------------
Stanford L. Kurland
Senior Managing Director and
Chief Operating Officer
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 Consent of Coopers & Lybrand L.L.P. dated
September 5, 1997.
EXHIBIT 99.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in Pricing Supplement No.
1, dated September 5, 1997, to the Prospectus, dated August 12, 1997,
as supplemented by the Prospectus Supplement, dated August 15, 1997,
with respect to the US $75,000,000 aggregate principal amount of
Countrywide Home Loans, Inc. Medium-Term Notes, Series F, due
September 9, 2002, of our report dated February 3, 1997 on our audits
of 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. We also
consent to the reference to our firm under the caption "Experts" in
such Pricing Supplement.
/s/ Coopers & Lybrand L.L.P.
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Coopers & Lybrand L.L.P.
September 5, 1997
New York, New York
