Rule 424(b)(3)
File Nos. 333-31529 and 333-31529-01
PRICING SUPPLEMENT NO. 38 DATED JANUARY 20, 1998
(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.
FLOATING RATE NOTES
-------------------
Trade Date: January 20, 1998 Book Entry: |X|
Issue Price: 100% Certificated: |_|
Original Issue Date: January 23, 1998 Principal Amount: $75,000,000
Stated Maturity Date: January 23, 2003 Net Proceeds: $74,006,250(FN*)
Specified Currency:U.S. Dollars
Base |_| Commercial Paper |X| LIBOR |_| Certificate of
Rate(s): Rate Telerate Page 3750 Deposit Rate
|_| Treasury Rate |_| Federal Funds Rate |_| Prime Rate
|_| CMT Rate |_| Eleventh District |_| Other
District Cost of
Funds Rate
Exchange Rate Agent: N/A
Minimum Denomination: $100,000 Maximum Interest Rate: N/A
Initial Interest Rate: 5.715% Minimum Interest Rate: N/A
Interest Determination Dates: Two Business Interest Factor Convention: N/A
Days prior to Index Maturity: Three months
each Interest Spread (plus or minus): Plus 9
Payment Date basis
points
Interest Reset Dates: Same as Interest Spread Multiplier: N/A
Payment Dates Fixed Rate Commencement Date: N/A
Interest Payment Dates: Every April 23, Fixed Interest Rate: N/A
July 23, October 23
and January 23,
commencing April 23,
1998
Agent: Lehman Brothers Inc.
Calculation Agent: The Bank of New York
Redemption: Repayment:
Check box opposite applicable Check box opposite applicable
paragraph: paragraph:
|X| The Notes cannot be |X| The Notes cannot be
redeemed prior to maturity. be repaid prior to maturity.
|_| The Notes may be redeemed |_| The Notes may be
prior to maturity. repaid prior to maturity.
Initial Redemption Date: Optional Repayment Dates:
Initial Redemption Percentage:
Annual Redemption Percentage Reduction, if any:
[FN]
* Reflects payment of the Agent's commission and premium paid in
connection with the Policy issued (as described in
"Additional/Other Terms").
</FN>
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;
(iii) payments of the purchase price of the Notes upon tender by any
owner thereof; or (iv) any Preference relating to (i) through (iii)
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.
On November 14, 1997, MBIA Inc. announced the signing of a
definitive agreement to merge with CapMAC Holdings Inc. ("CHI"), the
parent company of Capital Markets Assurance Corporation ("CapMAC"), in
a stock-for-stock transaction valued at $607 million. The announcement
also stated that all outstanding policies issued by CapMAC will be
backed by the full financial resources of MBIA Inc., and that the
agreement is subject to regulatory approvals and approval by CHI
shareholders.
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 nine months ended September 30, 1997 and for the periods
ending September 30, 1997 and September 30, 1996 included in the
Quarterly Report on Form 10-Q of MBIA Inc. for the period ending
September 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"):
SAP
-------------------------------------
December 31, 1996 September 30, 1997
----------------- ------------------
(Audited) (Unaudited)
(In millions)
Admitted Assets....................... $4,476 $5,165
Liabilities........................... 3,009 3,457
Capital and Surplus................... 1,467 1,708
GAAP
-------------------------------------
December 31, 1996 September 30, 1997
----------------- ------------------
(Audited) (Unaudited)
(In millions)
Assets................................ $5,066 $5,819
Liabilities........................... 2,262 2,594
Shareholder's Equity.................. 2,804 3,225
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 IBCA, Inc. (formerly known as 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.
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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 November 30, 1997 the Guarantor did
not have any secured indebtedness outstanding, and CHL had
$258,207,000 aggregate principal amount of secured indebtedness
outstanding. As of such date, CHL had $7,136,241,000 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.
