<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 30, 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.
------------
Reference is hereby made to the Registrant's Registration Statement on
Form S-11 (File No. 33-68930) filed with the Securities and Exchange Commission
(the "Commission") on September 16, 1993, as amended by Amendment No. 1 thereto
filed with the Commission on September 21, 1993, as further amended by Post
Effective Amendment No. 1 thereto filed with the Commission on September 23,
1993 and as further amended by Post Effective Amendment No. 2 on Form S-3
thereto, filed with the Commission on December 7, 1995 (collectively, the
"Registration Statement"), pursuant to which the Registrant registered
$2,000,000,000 aggregate principal amount of its pass-through certificates,
issuable in various series, for sale in accordance with the provisions of the
Securities Act of 1933, as amended (the "Act"). Reference is also hereby made
to the Prospectus, dated June 26, 1996 and the related Prospectus Supplement
dated October 25, 1996 (collectively, the "Prospectus"), which were filed with
the Commission on October 29, 1996 pursuant to Rule 424(b)(5), and the related
Supplement to the Prospectus dated October 30, 1996 which was filed with the
Commission pursuant to Rule 424(b)(3) on November 4, 1996 with respect to the
Registrant's REMIC Pass-Through Certificates, Series 1996-C (the
"Certificates").
Notwithstanding the amount identified as the Class Certificate Principal
Balance of the Class A Certificates set forth on the Cover Page of the
Prospectus Supplement dated as of October 25, 1996 (the "Prospectus Supplement")
with respect to the CMC Securities Corporation II REMIC Pass-Through
Certificates, Series 1996-C, the Class Certificate Principal Balance of the
Class A Certificates as of the Closing Date is $266,806,062. Such Class
Certificate Principal Balance has been revised to principally reflect the
withdrawal of seven Mortgage Loans from the Trust Fund. The withdrawal of such
Mortgage Loans has not materially or adversely affected the characteristics of
the Mortgage Assets as described in the Prospectus Supplement.
The Company is filing this Current Report on Form 8-K to provide
investors with a revised description of the Mortgage Loans which reflects such
withdrawal.
The tables set forth below approximate information, as of the Cut-off
Date, with respect to the Mortgage Loans. The characteristics of the Mortgage
Loans on the Closing Date may differ from the descriptions set forth below due
to unscheduled partial or full prepayments or defaults with respect to the
Mortgage Loans occurring after the Cut-off Date.
[Remainder of Page Intentionally Left Blank]
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<PAGE>
OUTSTANDING PRINCIPAL BALANCE
The following table sets forth certain information as of the Cut-off Date
with respect to the outstanding principal balances of the Mortgage Loans:
<TABLE>
<CAPTION>
Range of Aggregate Percent of
Outstanding Number Outstanding Aggregate Outstanding
Principal Balance of Loans Principal Balance/(1)/ Principal Balance
----------------- -------- ---------------------- ---------------------
<S> <C> <C> <C>
$ 0 - 99,999 32 $ 2,174,970.94 0.82%
100,000 - 199,999 171 26,835,070.16 10.06
200,000 - 299,999 534 130,734,843.42 49.00
300,000 - 399,999 167 56,366,522.37 21.13
400,000 - 499,999 65 29,028,733.00 10.88
500,000 - 599,999 25 13,477,369.82 5.05
600,000 - 699,999 9 5,681,640.36 2.13
700,000 - 799,999 1 725,761.61 0.27
800,000 - 899,999 1 803,284.62 0.30
900,000 - 999,999 1 978,066.12 0.37
----- --------------- ------
Total 1,006 $266,806,262.42 100.00%
===== =============== ======
</TABLE>
/(1)/ After application of payments due on or before the Cut-off Date,
whether or not such payments are received.
MORTGAGE RATES
The following table sets forth certain information as of the Cut-off Date
with respect to the Mortgage Rates borne by the Mortgage Loans:
<TABLE>
<CAPTION>
Aggregate Percent of
Number Outstanding Aggregate Outstanding
Mortgage Rate (%) of Loans Principal Balance/(1)/ Principal Balance
----------------- -------- ---------------------- ---------------------
<S> <C> <C> <C>
5.010 - 5.509 1 $ 152,084.61 0.06%
5.510 - 6.009 3 795,412.60 0.30
6.010 - 6.509 13 4,484,563.35 1.68
6.510 - 7.009 131 43,017,683.23 16.12
7.010 - 7.509 117 36,008,144.29 13.50
7.510 - 8.009 83 17,767,222.64 6.66
8.010 - 8.509 447 114,899,687.45 43.06
8.510 - 9.009 207 49,218,054.13 18.45
9.010 - 9.509 4 463,410.12 0.17
----- --------------- ------
Total 1,006 $266,806,262.42 100.00%
===== =============== ======
</TABLE>
/(1)/ After application of payments due on or before the Cut-off Date,
whether or not such payments are received.
The weighted average Mortgage Rate at the Cut-off Date of the Mortgage Loans
is approximately 7.9618%.
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<PAGE>
NET MORTGAGE RATES
The following table sets forth certain information as of the Cut-off Date
with respect to the Net Mortgage Rates borne by the Mortgage Loans:
<TABLE>
<CAPTION>
Aggregate Percent of
Number Outstanding Aggregate Outstanding
Net Mortgage Rate (%) of Loans Principal Balance/(1)/ Principal Balance
--------------------- -------- ---------------------- ---------------------
<S> <C> <C> <C>
5.010 - 5.509 3 $ 712,683.71 0.27%
5.510 - 6.009 4 1,189,345.02 0.45
6.010 - 6.509 99 32,919,604.56 12.34
6.510 - 7.009 139 44,053,079.75 16.51
7.010 - 7.509 200 48,991,113.62 18.36
7.510 - 8.009 491 122,859,100.48 46.05
8.010 - 8.509 68 15,802,780.23 5.92
8.510 - 9.009 2 278,555.05 0.10
----- --------------- ------
Total 1,006 $266,806,262.42 100.00%
===== =============== ======
</TABLE>
/(1)/ After application of payments due on or before the Cut-off Date,
whether or not such payments are received.
The weighted average Net Mortgage Rate at the Cut-off Date of the Mortgage
Loans is approximately 7.3472%.
GROSS MARGIN
The following table sets forth certain information, as of the Cut-off Date,
with respect to the Gross Margins used in calculating the mortgage coupon rates
to be borne by the Mortgage Loans as of each Adjustment Date:
<TABLE>
<CAPTION>
Aggregate Percent of
Number Outstanding Aggregate Outstanding
Gross Margin (%) of Loans Principal Balance/(1)/ Principal Balance
---------------- -------- ---------------------- ----------------------
<S> <C> <C> <C>
2.1250 2 $ 304,646.60 0.11%
2.2500 1 42,416.47 0.02
2.3000 4 905,640.94 0.34
2.3500 1 978,066.12 0.37
2.4000 1 803,284.62 0.30
2.5000 5 1,125,420.55 0.42
2.6250 1 116,560.38 0.04
2.7000 1 204,105.97 0.08
2.7500 268 66,481,285.20 24.92
2.8750 267 71,121,039.73 26.66
3.0000 424 118,717,025.25 44.50
3.1250 21 3,964,453.06 1.49
3.2500 2 244,691.71 0.09
3.3750 6 1,381,796.11 0.52
3.5000 1 132,687.60 0.05
4.0000 1 283,142.11 0.11
---- --------------- ------
1006 $266,806,262.42 100.00%
Total ==== =============== ======
</TABLE>
/(1)/ After application of payments due on or before the Cut-off Date,
whether or not such payments are received.
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<PAGE>
NEXT ADJUSTMENT DATES
The following table sets forth certain information as of the Cut-off Date
with respect to the Next Adjustment Dates of the Mortgage Loans:
<TABLE>
<CAPTION>
Aggregate Percent of
Number Outstanding Aggregate Outstanding
Next Adjustment Date of Loans Principal Balance/(1)/ Principal Balance
-------------------- -------- ---------------------- ----------------------
<S> <C> <C> <C>
11/1/96 150 $ 38,558,008.07 14.45%
12/1/96 102 26,085,504.97 9.78
1/1/97 151 41,997,649.19 15.74
2/1/97 149 42,131,420.95 15.79
3/1/97 106 25,944,539.53 9.72
4/1/97 193 49,400,394.64 18.52
5/1/97 137 39,397,262.26 14.77
6/1/97 4 436,873.58 0.16
7/1/97 2 103,039.11 0.04
9/1/97 3 317,698.79 0.12
10/1/97 2 356,737.47 0.13
5/1/99 1 235,312.52 0.09
6/1/99 5 1,585,910.46 0.59
7/1/99 1 255,910.88 0.10
----- --------------- ------
Total 1,006 $266,806,262.42 100.00%
===== =============== ======
</TABLE>
/(1)/ After application of payments due on or before the Cut-off Date,
whether or not such payments are received.
ORIGINAL LOAN-TO-VALUE RATIO
The following table sets forth certain information as of the Cut-off Date
with respect to the original Loan-to-Value Ratios of the Mortgage Loans:
<TABLE>
<CAPTION>
Aggregate Percent of
Original Number Outstanding Aggregate Outstanding
Loan-to-Value Ratio(%) of Loans Principal Balance/(1)/ Principal Balance
---------------------- -------- ---------------------- ---------------------
<S> <C> <C> <C>
10.0001 - 20.0000 1 $ 243,399.57 0.09%
20.0001 - 30.0000 4 787,784.73 0.30
30.0001 - 40.0000 6 1,931,510.51 0.72
40.0001 - 50.0000 22 6,921,401.98 2.59
50.0001 - 60.0000 45 12,803,530.43 4.80
60.0001 - 70.0000 109 32,342,194.70 12.12
70.0001 - 80.0000 384 113,098,211.79 42.39
80.0001 - 90.0000 301 74,114,099.98 27.78
90.0001 - 100.0000 134 24,564,128.73 9.21
----- --------------- ------
Total 1,006 $266,806,262.42 100.00%
===== =============== ======
</TABLE>
/(1)/ After application of payments due on or before the Cut-off Date,
whether or not such payments are received.
For purposes of the foregoing table, the "Original Loan-to-Value Ratio" of
each Mortgage Loan was calculated based upon the appraised value of the related
Mortgaged Property at the time of origination and the initial principal balance
of such Mortgage Loan. As used herein, the "appraised value" of a Mortgaged
Property is equal to the lesser of the sales price of such Mortgaged Property
(unless the proceeds of the Mortgage Loan was used to
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<PAGE>
refinance an existing mortgage loan) to the related Mortgagor or the value
reflected in the appraisal of the Mortgaged Property made at the time of
origination of the related Mortgage Loan. The weighted average original Loan-to-
Value Ratio of the Mortgage Loans is approximately 78.55%. Because of the amount
of time elapsed since origination of the Mortgage Loans, and the negative
amortization feature of Negative Amortization Loans, the Loan-to-Value Ratio of
a Mortgage Loan based upon the appraised value of the related Mortgaged Property
and outstanding principal balance of the Mortgage Loan, each as of the Cut-off
Date, may be substantially more or less than the Loan-to-Value Ratio used to
determine the foregoing table.
PROPERTY TYPE
The following table sets forth certain information, as of the Cut-off Date,
with respect to the Mortgaged Properties which secure the Mortgage Loans:
<TABLE>
<CAPTION>
Aggregate Percent of
Mortgaged Number Outstanding Aggregate Outstanding
Property Type of Loans Principal Balance/(1)/ Principal Balance
------------- -------- ---------------------- ----------------------
<S> <C> <C> <C>
Single Family Detached 817 $217,350,639.55 81.46%
Planned Unit Development 103 30,447,158.06 11.41
Condominium 75 16,161,827.93 6.06
Two- to Four-Family 11 2,846,636.88 1.07
----- --------------- ------
Total 1,006 $266,806,262.42 100.00%
===== =============== ======
</TABLE>
/(1)/ After application of payments due on or before the Cut-off Date,
whether or not such payments are received.
[Remainder of Page Intentionally Left Blank]
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<PAGE>
GEOGRAPHIC DISTRIBUTION
The following table sets forth certain information as of the Cut-off Date
with respect to the geographic distribution of the Mortgaged Properties securing
the Mortgage Loans:
<TABLE>
<CAPTION>
Aggregate Percent of
Number of Outstanding Aggregate Outstanding
State Loans Principal Balance/(1)/ Principal Balance
----- --------- --------------------- ---------------------
<S> <C> <C> <C>
Alaska 7 $ 1,744,796.95 0.65%
Alabama 1 532,883.93 0.20
Arizona 14 2,798,297.49 1.05
California 809 218,484,922.49 81.89
Colorado 20 4,579,003.28 1.72
District of Columbia 1 169,737.71 0.06
Florida 14 2,757,884.27 1.03
Georgia 3 871,728.38 0.33
Illinois 8 2,454,673.89 0.92
Indiana 2 528,020.27 0.20
Kentucky 1 253,424.48 0.09
Louisiana 3 1,000,441.27 0.38
Maryland 12 2,933,743.86 1.10
Michigan 17 3,442,809.19 1.29
Minnesota 4 1,175,352.38 0.44
Nebraska 1 209,774.85 0.08
New Jersey 20 6,050,265.17 2.27
New Mexico 2 596,591.48 0.22
Nevada 5 1,121,831.64 0.42
New York 7 2,193,562.60 0.82
Oklahoma 1 338,590.96 0.13
Oregon 7 1,184,111.76 0.44
Pennsylvania 1 210,252.64 0.08
Rhode Island 1 255,928.70 0.10
Texas 21 4,404,057.87 1.65
Virginia 14 3,835,618.54 1.44
Washington 10 2,677,956.37 1.00
----- --------------- ------
Total 1,006 $266,806,262.42 100.00%
===== =============== ======
</TABLE>
/(1)/ After application of payments due on or before the Cut-off Date,
whether or not such payments are received.
[Remainder of Page Intentionally Left Blank]
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<PAGE>
INDEX TYPE
The following table sets forth certain information, as of the Cut-off Date,
with respect to the applicable Index used to calculate the Mortgage Rates of the
Mortgage Loans:
<TABLE>
<CAPTION>
Aggregate Percent of
Number Outstanding Aggregate Outstanding
Index Type of Loans Principal Balance/(1)/ Principal Balance
---------- -------- ---------------------- ---------------------
<S> <C> <C> <C>
LIBOR 524 $130,792,002.80 49.02%
CMT 358 99,275,330.13 37.21
WAA 115 33,144,146.16 12.42
COFI 9 3,594,513.33 1.35
----- --------------- ------
Total 1,006 $266,806,262.42 100.00%
===== =============== ======
</TABLE>
/(1)/ After application of payments due on or before the Cut-off Date,
whether or not such payments are received.
ORIGINATOR
The following table sets forth certain information, as of the Cut-off Date,
with respect to the originators of the Mortgage Loans:
<TABLE>
<CAPTION>
Aggregate Percent of
Number Outstanding Aggregate Outstanding
Originator of Loans Principal Balance/(1)/ Principal Balance
---------- -------- ---------------------- ---------------------
<S> <C> <C> <C>
Capstead 523 $130,466,769.27 48.90%
GMAC 122 35,221,550.02 13.20
1st Nationwide 245 78,005,505.72 29.24
ICI 104 19,105,842.51 7.16
CalFed 11 3,681,361.37 1.38
First California 1 325,233.53 0.12
----- --------------- ------
Total 1,006 $266,806,262.42 100.00%
===== =============== ======
</TABLE>
/(1)/ After application of payments due on or before the Cut-off Date,
whether or not such payments are received.
[Remainder of Page Intentionally Left Blank]
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<PAGE>
MONTHS SINCE ORIGINATION
The following table sets forth certain information, as of the Cut-off Date,
with respect to number of months since origination of the Mortgage Loans:
<TABLE>
<CAPTION>
Aggregate Percent of
Number Outstanding Aggregate Outstanding
Months Since Origination of Loans Principal Balance/(1)/ Principal Balance
------------------------ -------- ---------------------- ----------------------
<S> <C> <C> <C>
0 to 6 131 $ 40,585,782.44 15.21%
7 to 12 122 39,564,162.28 14.83
13 to 24 120 31,504,376.70 11.81
25 to 36 571 139,428,042.53 52.26
Over 36 62 15,723,898.47 5.89
----- --------------- ------
Total 1,006 $266,806,262.42 100.00%
===== =============== ======
</TABLE>
/(1)/ After application of payments due on or before the Cut-off Date,
whether or not such payments are received.
In addition, the Mortgage Loans are expected to have the following
characteristics, unless specified otherwise, as of the Cut-off Date (percentages
are by aggregate scheduled principal balance of the Mortgage Loans as of the
Cut-off Date):
The weighted average number of months to the next LIBOR Adjustment Date for
the LIBOR Loans is approximately 3.47 months. The weighted average number of
months to the next CMT Adjustment Date for the CMT Loans is approximately 5.83
months. The weighted average number of months to the next WAA Adjustment Date is
3.92 months. The weighted average number of months to the next COFI Adjustment
Date for the COFI Loans is approximately one month.
The weighted average remaining stated term to maturity of the Mortgage
Loans is approximately 336 months.
With respect to approximately 98.5% of the Mortgaged Properties securing
the Mortgage Loans, the related Mortgagor represented at the origination of the
related mortgage loan that the dwelling will be an owner-occupied primary
residence.
The average outstanding principal balance of the Mortgage Loans is
approximately $265,215.
The latest scheduled maturity date of any Mortgage Loan is expected to be
June 1, 2030.
No more than 17.7% of the Mortgage Loans were originated according to
Reduced Documentation Programs (as defined in the Prospectus).
Approximately 5.6% of the Mortgage Loans will have been the subject of
"cash-out" refinancings pursuant to which the outstanding principal balance of
each such Mortgage Loan has been increased over the principal amount outstanding
prior to such refinancing.
The majority of the Mortgage Loans are not expected to contain due-on-sale
clauses or similar provisions, and may be assumed by subsequent borrowers if
such subsequent borrowers have qualifications generally meeting the underwriting
criteria described in the Prospectus. See "Servicing of the Mortgage Loans--
Servicing Procedures" and "Certain Legal Aspects of Mortgage Loans--
Enforceability of Certain Provisions" in the Prospectus.
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<PAGE>
Approximately 10.93% of the Mortgage Loans contain a conversion option
whereby the related Mortgagor, upon the satisfaction of certain conditions, may
elect to convert such mortgage loan to a mortgage loan having a fixed rate of
interest.
CI will act as Servicer with respect to approximately 57.0% of the Mortgage
Loans; GMAC Mortgage Corporation of Pennsylvania will act as Servicer with
respect to approximately 13.3% of the Mortgage Loans; and First Nationwide
Mortgage Corporation will act as Servicer with respect to approximately 29.2% of
the Mortgage Loans.
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<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
November 6, 1996 By: Stephanie Brentlinger
-------------------------------------
Stephanie Brentlinger,
Vice President - Asset and Liability
Management
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