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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: June 26, 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
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Item 5. Other Events.
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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 June 26, 1996 (collectively, the "Prospectus"), which are being filed with
the Commission concurrently herewith pursuant to Rule 424(b)(5), with respect to
the Registrant's REMIC Pass-Through Certificates, Series 1996-B (the
"Certificates").
The Registrant is filing this Current Report on Form 8-K to provide
prospective investors with certain materials which constitute "Computational
Materials" within the meaning of the no-action letter dated May 20, 1994 issued
by the Division of Corporation Finance of the Commission to Kidder, Peabody
Acceptance Corporation I, Kidder, Peabody & Co. Incorporated, and Kidder
Structured Asset Corporation and the no-action letter dated May 27, 1994 issued
by the Division of Corporation Finance of the Commission to the Public
Securities Association (together, the "Kidder Letters"), the filing of which
materials is a condition of the relief granted in such letters (such materials
being the "Computational Materials"). The Computational Materials were prepared
solely by Lehman Brothers Inc. in connection with the offering of the
Certificates, and the Registrant did not prepare or participate in the
preparation of the Computational Materials. The Computational Materials are set
forth in Exhibit 28.1 hereto.
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The assumptions used in preparing the Computational Materials were
based upon a preliminary compilation of the underlying collateral and the
estimated principal amount and other features of the Certificates. The actual
features of the Certificates and a detailed description of the final
constituency of the underlying collateral are set forth in the Prospectus.
Due to the preliminary nature of the collateral and Certificate
information used in preparing the Computational Materials, no assurance can be
given as to either the Computational Materials' or the underlying assumptions'
accuracy, appropriateness or completeness in any particular context; nor can
assurance be given as to whether the Computational Materials and/or the
assumptions upon which they are based reflect present market conditions or
future market performance. These Computational Materials should not be
construed as either projections or predictions or as legal, tax, financial or
accounting advice.
Any yields or weighted average lives shown in the Computational
Materials are based on prepayment assumptions, and changes in such prepayment
assumptions may dramatically affect such yields or weighted average lives. In
addition, it is possible that prepayments on the collateral will
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occur at rates slower or faster than the rates shown in the attached
Computational Materials. Furthermore, unless otherwise provided, the
Computational Materials assume no losses on the collateral and no interest
shortfall. The specific characteristics of the Certificates may differ from
those shown in the Computational Materials due to differences between the actual
collateral and the hypothetical collateral used in preparing the Computational
Materials. As noted above, the principal amount and designation of any security
described in the Computational Materials are subject to change prior to
issuance.
Please be advised that mortgage-backed securities may not be
appropriate for all investors. Potential investors must be willing to assume,
among other things, market price volatility, mortgage prepayments, yield curve
and interest rate risks. Investors should make every effort to consider the
risks of these securities.
Any statement or information contained in the Computational Materials
shall be deemed to be modified or superseded for purposes of the Prospectus and
the Registration Statement by statements or information contained in the
Prospectus.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits
Exhibit No. Description
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*28.1 Computational Materials provided by Lehman Brothers Inc.
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* The Registrant is filing Exhibit 28.1 to this Current Report on Form 8-K
on paper with the Commission under cover of Form SE pursuant to a continuing
hardship exemption concurrently with this EDGAR filing.
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Signature
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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
June 26, 1996 By:
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Stephanie Brentlinger,
Vice President - Asset and Liability
Management
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