CWM MORTGAGE HOLDINGS INC
10-Q/A, 1995-11-13
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D. C. 20549

                                  FORM 10-Q/A
                                AMENDMENT NO. 1

[ X ]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934
                      For the period ended June 30, 1995

                                      OR

[ _ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934
        For the transition period from _____________ to ______________

                         Commission File Number 1-8972

                          CWM MORTGAGE HOLDINGS, INC.
            (Exact name of registrant as specified in its charter)


           DELAWARE                                       95-3983415
(State or other jurisdiction of           (I. R. S. Employer Identification No.)
 incorporation or organization)    


35 NORTH LAKE AVENUE, PASADENA, CALIFORNIA                91101-1857

 (Address of principal executive offices)                 (Zip Code)



       Registrant's telephone number, including area code (800) 669-2300

          Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
requirements for the past 90 days.  Yes    X    No  _____
                                         -----          

          Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the close of the period covered by this report.

       Common stock outstanding as of June 30, 1995:  40,573,656 shares

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<PAGE>
 
Part II. OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------

At the annual meeting of CWM's stockholders held on May 17, 1995, the
stockholders voted to re-elect CWM's directors.  The votes cast in this regard
were as follows: David S. Loeb - 37,783,073 for and 326,551 withheld; Angelo R.
Mozilo - 37,791,163 for and 318,461 withheld; Lyle E. Gramley - 37,883,178 for
and 226,446 withheld; Thomas J. Kearns - 37,883,078 for and 226,546 withheld;
and Frederick J. Napolitano - 37,882,817 for and 226,807 withheld.  In addition,
the stockholders voted to amend CWM's Certificate of Incorporation to increase
the authorized number of shares of common stock from 60 million to 100 million
shares.  The votes cast on this proposal were as follows: 35,834,093 in favor;
1,811,712 opposed; 463,819 abstaining; and 0 broker non-vote.  Finally, the
stockholders voted to ratify the selection of Grant Thornton as CWM's
independent certified public accountants for the fiscal year ending December 31,
1995.  The votes cast on this proposal were as follows:  37,759,289 in favor;
129,744 opposed; 220,591 abstaining; and 0 broker non-vote.

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<PAGE>
 
                                  SIGNATURES


       Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Pasadena, State of California, on  November 10, 1995.



                                  CWM MORTGAGE HOLDINGS, INC.



 
                                  By:    Michael W. Perry
                                        -------------------------
                                         Michael W. Perry
                                         Executive Vice President and Chief 
                                         Operating Officer



                                  By:    Carmella L. Grahn
                                        -------------------------
                                         Carmella L. Grahn
                                         Senior Vice President and Chief 
                                         Accounting Officer

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