<PAGE>
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: October 25, 1996
(Date of earliest event reported)
CMC SECURITIES CORPORATION II
(Exact name of Registrant as specified in its charter)
Delaware 33-68930 75-2473215
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
2711 N. Haskell Avenue
Suite 1000
Dallas, Texas 75204
(Address of Principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (214) 874-2500
<PAGE>
Item 5. Other Events.
------------
The sole purpose if this Current Report on Form 8-K is to file the
consent of Coopers & Lybrand L.L.P. with respect to (i) the incorporation by
reference in the Prospectus Supplement with respect to CMC Securities
Corporation II, REMIC Pass-Through Certificates, Series 1996-C (the "Prospectus
Supplement") of their audits of the consolidated financial statements of
Financial Security Assurance Inc. and its Subsidiaries, and (ii) the use of
their name in the section entitled "Report of Experts" in the Prospectus
Supplement.
Item 7. Financial Statements and Exhibits.
---------------------------------
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
23.1 Consent of Coopers & Lybrand L.L.P.
-2-
<PAGE>
Signature
---------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
CMC SECURITIES CORPORATION II
October 25, 1996 By:
-----------------------------------------------
Stephanie Brentlinger,
Vice President - Asset and Liability Management
-3-
<PAGE>
EXHIBIT 23.1
[LETTERHEAD OF COOPERS & LYBRAND APPEARS HERE]
CONSENT of INDEPENDENT ACCOUNTANTS
----------
We consent to the incorporation by reference in the Prospectus Supplement dated
October 25, 1996 (to Prospectus dated June 26, 1996) of CMC Securities
Corporation II relating to REMIC Pass-Through Certificates, Series 1996-C of our
report dated January 17, 1996, on our audits of the consolidated financial
statements of Financial Security Assurance Inc. and Subsidiaries as of
December 31, 1995 and 1994, and for each of the three years in the period ended
December 31, 1995. We also consent to the reference to our Firm under the
caption "Report of Experts."
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
New York, New York
October 25, 1996
