<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 (Date of earliest Event
Reported): July 26, 1996
CWMBS, INC., (as depositor under the Pooling and
Servicing Agreement, dated as of July 1, 1996, providing for the issuance of
the CWMBS, INC., Residential Asset Securitization Trust 1996-A5, Mortgage
Pass-Through Certificates, Series 1996-I).
CWMBS, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 33-84910 95-4449516
- ---------------------------- ----------- -----------------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
155 North Lake Avenue
Pasadena, California 91101
------------------------ ----------
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (818) 304-5591
----- --------
_________________________________________________________________
1
<PAGE>
Item 5. Other Events.
- ---- ------------
Filing of Computational Materials
- ---------------------------------
Pursuant to Rule 424(b) under the Securities Act of 1933, concurrently
with, or subsequent to, the filing of this Current Report on Form 8-K (the
"Form 8-K"), CWMBS, Inc. (the "Company") is filing a prospectus and
prospectus supplement with the Securities and Exchange Commission relating
to its Mortgage Pass-Through Certificates, Series 1996-I
In connection with the offering of the Mortgage Pass-Through
Certificates, Series 1996-I, Donaldson, Lufkin & Jenrette Securities
Corporation ("DLJ"), as the underwriter of the Class A Certificates, has
prepared certain materials (the "Computational Materials") for distribution
to its potential investors. Although the Company provided DLJ with certain
information regarding the characteristics of the Mortgage Loans in the
related portfolio, it did not participate in the preparation of the
Computational Materials.
For purposes of this Form 8-K, Computational Materials shall mean
computer generated tables and/or charts displaying, with respect to any Class
or Classes of Certificates, any of the following: yield; average life;
duration; expected maturity; interest rate sensitivity; loss sensitivity;
cash flow characteristics; background information regarding the Mortgage
Loans; the proposed structure; decrement tables; or similar information
(tabular or otherwise) of a statistical, mathematical, tabular or
computational nature. The Computational Materials of DLJ, listed as Exhibit
99.1 hereto, were filed on Form SE dated July 26, 1996.
- -------------------
* Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the Prospectus dated November 23, 1994 and
Prospectus Supplement dated July 25, 1996, of CWMBS, Inc., relating to its
Mortgage Pass-Through Certificates, Series 1996-I.
2
<PAGE>
Incorporation of Certain Documents by Reference
- -----------------------------------------------
Pursuant to Rule 411 of Regulation C under the Securities Act of 1933
and in reliance on Financial Security Assurance Inc., SEC No-Action Letter
(July 16, 1993), CWMBS, Inc. (the "Company") will incorporate by reference
the financial statements of Financial Security Assurance Inc., into the
Company's registration statement (File No. 33-84910). The financial
statements will be referred to in the prospectus supplement relating to the
Company's Mortgage Pass-Through Certificates, Series 1996-I. In connection
with the incorporation of such documents by reference, the Company is hereby
filing the consent of Coopers & Lybrand L.L.P. ("Coopers & Lybrand") to the
use of their name in such prospectus supplement. The consent of Coopers &
Lybrand is attached hereto as Exhibit 99.2.
Item 7. Financial Statements, Pro Forma Financial
- ---- -----------------------------------------
Information and Exhibits.
------------------------
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
99.1 Computational Materials.
(filed on Form SE dated July 26, 1996).
99.2 Consent of Coopers & Lybrand.
3
<PAGE>
SIGNATURES
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.
CWMBS, INC.
By: /s/ David A. Spector
-------------------------------
David A. Spector
Vice President
Dated: July 26, 1996
4
<PAGE>
Exhibit Index
-------------
Exhibit Page
- ------- ----
99.2 Consent of Coopers & Lybrand 6
5
<PAGE>
Exhibit 99.2
------------
6
<PAGE>
CONSENT of INDEPENDENT ACCOUNTANTS
__________
We consent to the incorporation by reference in this Prospectus Supplement
dated July 25, 1996 (to Prospectus dated November 23, 1994) of CWMBS, INC.
relating to Residential Asset Securitization Trust 1996-A5 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
"Experts".
COOPERS & LYBRAND L.L.P.
New York, New York
July 25, 1996
