<PAGE>
SUPPLEMENT
TO PROSPECTUS SUPPLEMENT DATED February 24, 1995
(To Prospectus dated November 23, 1994)
CWMBS, INC.
Depositor
(INMC LOGO) INDEPENDENT
NATIONAL
Mortgage Corporation
Seller and Master Servicer
Mortgage Pass-Through Certificates, Series 1995-D
-------------------------
This Supplement relates to the offering by the Seller of the Class PO
Certificates of the Series referenced above. This Supplement does not
contain complete information about the offering of the Class PO Certificates.
Additional information is contained in the Prospectus Supplement dated
February 24, 1995 (the "Prospectus Supplement") prepared in connection with
the offering of the Offered Certificates of the Series referenced above and
in the Prospectus of the Depositor dated November 23, 1994 (the
"Prospectus"). Prospective purchasers are urged to read this Supplement, the
Prospectus Supplement and the Prospectus in full.
As of June 25, 1996 (the "Certificate Date"), the Class Certificate
Balance of the Class PO Certificates was approximately $192,538.
THE CLASS PO CERTIFICATES DO NOT REPRESENT AN INTEREST IN OR OBLIGATION
OF THE DEPOSITOR, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THE CLASS PO CERTIFICATES NOR THE
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL ENTITY, THE
DEPOSITOR, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR
AFFILIATES OR ANY OTHER PERSON. DISTRIBUTIONS ON THE CLASS PO CERTIFICATES
WILL BE PAYABLE SOLELY FROM THE ASSETS TRANSFERRED TO THE TRUST FUND FOR THE
BENEFIT OF CERTIFICATEHOLDERS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS SUPPLEMENT, THE PROSPECTUS SUPPLEMENT OR
THE PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The Class PO Certificates offered hereby will be purchased by Donaldson,
Lufkin & Jenrette Securities Corporation (the "Underwriter") from the Seller
and will be offered by the Underwriter from time to time in negotiated
transactions or otherwise at varying prices to be determined at the time of
sale. Proceeds to the Seller from the sale of the Class PO Certificates are
expected to be approximately 65.25% of the aggregate principal balance of the
Class PO Certificates as of the Certificate Date, before deducting sale
expenses payable by the Seller.
The Class PO Certificates are offered by the Underwriter, subject to
prior sale, when, as and if delivered to and accepted by the Underwriter and
subject to its right to reject orders in whole or in part. It is expected
that the Class PO Certificates will be delivered at the offices of the
Underwriter in New York, New York, on or about June 28, 1996.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
JUNE 28, 1996
1
<PAGE>
UNTIL NINETY DAYS AFTER THE DATE OF THIS SUPPLEMENT, ALL DEALERS
EFFECTING TRANSACTIONS IN THE CLASS PO CERTIFICATES, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A SUPPLEMENT,
THE PROSPECTUS SUPPLEMENT AND THE PROSPECTUS. THIS IS IN ADDITION TO THE
OBLIGATION OF DEALERS TO DELIVER A SUPPLEMENT, THE PROSPECTUS SUPPLEMENT AND
THE PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.
This Supplement is qualified in its entirety by reference to the
detailed information appearing in the accompanying Prospectus Supplement and
Prospectus. Certain capitalized terms used in this Supplement are defined
in the Prospectus Supplement or the Prospectus.
2
<PAGE>
THE MORTGAGE POOL
As of June 1, 1996 (the "Reference Date"), the Mortgage Pool included
approximately 1,374 Mortgage Loans having an aggregate Stated Principal
Balance of approximately $142,200,514. As of the Reference Date, the
Mortgage Pool included approximately 32 Mortgage Loans having Adjusted Net
Mortgage Rates ("ANMRs") less than 9.00% (each such Mortgage Loan, a
"Discount Mortgage Loan"). As of the Reference Date, the Discount Mortgage
Loans had an aggregate Stated Principal Balance of approximately $3,861,874
and a weighted average ANMR of approximately 8.55%.
The following table summarizes the delinquency and foreclosure
experience of the Mortgage Loans as of the Reference Date.
<TABLE>
<CAPTION>
AS OF
JUNE 1, 1996
<S> <C>
Total Number of Mortgage Loans . . . . . . . . . . . . .. 1,374
Delinquent Mortgage Loans and Pending
Foreclosures at Period End (1)
30-59 days . . . . . . . . . . . . . . . . . . . . . . 2.69%
60-89 days . . . . . . . . . . . . . . . . . . . . . . 0.73%
90 days or more (excluding pending foreclosures) . . . 0.29%
Total Delinquencies . . . . . . . . . . . . . . . . . . . . 3.71%
Foreclosures Pending . . . . . . . . . . . . . . . . . . . 1.09%
Total delinquencies and foreclosures pending . . . . . . . 4.80%
</TABLE>
______________
(1) As a percentage of the total number of Mortgage Loans as of the
Reference Date.
Two of the Mortgage Loans, having an aggregate Stated Principal Balance
of approximately $569,572, have been converted to REO as of the Reference
Date and, as of the Reference Date, there have been no Realized Losses.
Certain information as to the Mortgage Loans as of the Reference Date
is set forth in Exhibit 1 in tabular format. Other than with respect to
rates of interest, percentages (approximate) are stated in such tables by
Stated Principal Balance of the Mortgage Loans as of the Reference Date and
have been rounded in order to total 100.00%.
3
<PAGE>
SERVICING OF MORTGAGE LOANS
THE MASTER SERVICER
INMC will continue to act as Master Servicer under the Agreement.
FORECLOSURE AND DELINQUENCY EXPERIENCE
The following table summarizes the delinquency and foreclosure
experience, respectively, as of December 31, 1994, December 31, 1995 and
March 31, 1996 on approximately $6.8 billion, $9.4 billion and $9.9 billion,
respectively, in outstanding principal balance of conventional mortgage loans
master serviced by the Master Servicer. INMC commenced master servicing
conventional mortgage loans during April 1993. The delinquency and
foreclosure percentages may be affected by the size and relative lack of
seasoning of the servicing portfolio because many of such mortgage loans were
not outstanding long enough to give rise to some or all of the indicated
periods of delinquency. Accordingly, the information should not be
considered as a basis for assessing the likelihood, amount or severity of
delinquency or losses on the Mortgage Loans, and no assurances can be given
that the foreclosure and delinquency experience presented in the table below
will be indicative of such experience on the Mortgage Loans in the future:
<TABLE>
<CAPTION> As of As of
December 31, March 31,
------------ ---------
<S> <C> <C>
1994 1995 1996
---- ---- ----
Total Number of Conventional Mortgage Loans in
Portfolio . . .. . . . . . . . . . . . . 30,803 53,101 57,435
Delinquent Mortgage Loans and Pending
Foreclosures at Period End(1):
30-59 days .. . . . . . . . . . . . 0.83% 2.30% 2.12%
60-89 days .. . . . . . . . . . . . 0.13 0.42 0.46
90 days or more (excluding pending
foreclosures) . . . . . . . . . . . . .. 0.09 0.38 0.42
Total Delinquencies . . . . . . . . . .. 1.05% 3.10% 3.00%
Foreclosures pending . . . . . . . . . . . .. 0.07 0.30 0.43
Total delinquencies and
foreclosures pending . . . . . . . . . . 1.12% 3.40% 3.43%
</TABLE>
______________
(1) As a percentage of the total number of loans master serviced.
DESCRIPTION OF THE CLASS PO CERTIFICATES
The Class PO Certificates are Principal Only Certificates and do not
bear interest. The Class PO Certificates are allocated amounts received in
respect of principal on the Mortgage Loans based on the PO Percentage as
described in the Prospectus Supplement under "Description of the Certificates
- -- Principal -- Class PO Principal Distribution Amount". Realized Losses
will be allocated to the Class PO Certificates based on the PO Percentage as
described in the Prospectus Supplement under "Description of the Certificates
- -- Allocation of Losses". The PO Percentage with respect to any Discount
Mortgage Loan is equal to (9.00% - ANMR) (divided by) 9.00%. The PO
Percentage with respect to any Non-Discount Mortgage Loan is 0%.
As of the Certificate Date, the Class Certificate Balance of the Class
PO Certificates was approximately $192,538 (the "Certificate Date Principal
Balance"). As of the Certificate Date, the Senior Certificates, excluding
the Class PO Certificates, had an aggregate principal balance of
approximately $107,818,289 and evidenced in the aggregate a beneficial
ownership interest of approximately 75.82% in the Trust Fund. As of the
Certificate Date, the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5
and Class B-6 Certificates evidenced in the aggregate beneficial ownership
interests of approximately 14.98%, 3.83%, 2.44%, 1.05%,
4
<PAGE>
0.35% and 1.39%, respectively, in the Trust Fund. For additional information
with respect to the Class PO Certificates, see "Description of the
Certificates" in the Prospectus Supplement.
REPORTS TO CERTIFICATEHOLDERS
The most recent monthly statement that has been furnished to
Certificateholders of record on the most recent Distribution Date is included
herein at Exhibit 2.
REVISED STRUCTURING ASSUMPTIONS
Unless otherwise specified, the information in the tables appearing in
this Supplement under "Yield, Prepayment and Maturity Considerations --
Sensitivity of the Class PO Certificates to Prepayments" and "-- Decrement
Table" has been prepared on the basis of the following assumed
characteristics of the Mortgage Loans and the following additional
assumptions (collectively, the "Revised Structuring Assumptions"): (i) the
Discount Mortgage Loans consist of one Mortgage Loan with the following
characteristics:
<TABLE>
<CAPTION> Remaining
Term Amortizing
Adjusted Original Loan Term to
Principal Net to Maturity Age (in Maturity
Balance Mortgage Rate Mortgage Rate (in Months) (Months) (in months)
- --------- ------------- ------------- ----------- -------- -----------
<S> <C> <C> <C> <C> <C>
$3,861,874.22 8.9352937445% 8.5512937445% 360 27 333
</TABLE>
(ii) the Discount Mortgage Loans prepay at the specified constant percentages
of SPA, (iii) no defaults in the payment by Mortgagors of principal of and
interest on the Discount Mortgage Loans are experienced on or after the
Reference Date, (iv) scheduled payments on the Discount Mortgage Loans are
received on the first day of each month commencing in the calendar month
following the Reference Date and are computed prior to giving effect to
prepayments received on the last day of the prior month, (v) prepayments are
allocated as described in the Prospectus Supplement under "Description of the
Certificates -- Principal" without giving effect to loss and delinquency
tests, (vi) there are no Net Interest Shortfalls on or after the Reference
Date and prepayments represent prepayments in full of individual Discount
Mortgage Loans and are received on the last day of each month, commencing in
the calendar month of the Reference Date, (vii) the scheduled monthly payment
for each Discount Mortgage Loan has been calculated based on the Revised
Structuring Assumptions as set forth in clause (i) above such that each
Discount Mortgage Loan will amortize in amounts sufficient to repay the
principal balance of such Discount Mortgage Loan by its indicated remaining
amortizing term to maturity, (viii) distributions in respect of the
Certificates are received in cash on the 25th day of each month commencing
in the calendar month following the Reference Date, (ix) the closing date of
the sale of the Class PO Certificates is June 28, 1996, (x) the Seller is not
required to repurchase or substitute for any Mortgage Loan on or after the
Reference Date and (xi) the Master Servicer does not, on or after the
Reference Date, exercise any option to repurchase any Mortgage Loans
described in the Prospectus Supplement under "Description of the Certificates
- -- Optional Purchase of Defaulted Loans" and "--Optional Termination". While
it is assumed that each of the Discount Mortgage Loans prepays at the
specified constant percentages of SPA, this is not likely to be the case.
Moreover, discrepancies exist between the characteristics of the actual
Discount Mortgage Loans as of the Reference Date and characteristics of the
Discount Mortgage Loans assumed in preparing the tables herein.
Prepayments of mortgage loans commonly are measured relative to a
prepayment standard or model. The model used in this Supplement is the
Standard Prepayment Assumption ("SPA"), which represents an assumed rate of
prepayment each month of the then outstanding principal balance of a pool of
new mortgage loans. SPA does not purport to be either an historical
description of the prepayment experience of any pool of mortgage loans or a
prediction of the anticipated rate of prepayment of any pool of mortgage
loans, including the Mortgage Loans. 100% SPA assumes prepayment rates of
0.2% per annum of the then unpaid principal balance of such pool of mortgage
loans and an additional 0.2% per annum in each month thereafter (for example,
0.4% per annum in the second month) until the 30th month. Beginning in the
30th month and in each month thereafter during the life of such mortgage
loans, 100% SPA assumes a constant prepayment rate of 6%
5
<PAGE>
per annum. Multiples may be calculated from this prepayment rate sequence.
For example, 200% SPA assumes prepayment rates will be 0.40% per annum in
month one, 0.80% per annum in month two, and increasing by 0.40% in each
succeeding month until reaching a rate of 12.0% per annum in month 30 and
remaining constant at 12.0% per annum thereafter. 0% SPA assumes no
prepayments. There is no assurance that prepayments will occur at any SPA
rate or at any other constant rate.
YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS
SENSITIVITY OF THE CLASS PO CERTIFICATES
THE CLASS PO CERTIFICATES ARE "PRINCIPAL ONLY" CERTIFICATES AND DO NOT
BEAR INTEREST. AS INDICATED IN THE TABLE BELOW, A LOW RATE OF PRINCIPAL
PAYMENTS (INCLUDING PREPAYMENTS) OF THE DISCOUNT MORTGAGE LOANS WILL HAVE A
NEGATIVE EFFECT ON THE YIELD TO INVESTORS IN THE CLASS PO CERTIFICATES.
As described in the Prospectus Supplement under "Description of the
Certificates -- Principal," the Class PO Principal Distribution Amount is
calculated by reference to the principal payments (including prepayments) on
the Discount Mortgage Loans. The Discount Mortgage Loans will have lower
ANMRs (and lower Mortgage Rates) than the other Mortgage Loans. A slower
than expected rate of principal payments will generally have a negative
effect on the yield to maturity on the Class PO Certificates. In general,
mortgage loans with higher mortgage rates tend to prepay at higher rates than
mortgage loans with relatively lower mortgage rates in response to a given
reduction in market interest rates. As a result, the Discount Mortgage Loans
may prepay at lower rates, thereby reducing the rate of payment of principal
and the resulting yield of the Class PO Certificates.
The information set forth in the following table has been prepared on
the basis of the Revised Structuring Assumptions and on the assumption that
the aggregate purchase price (expressed as a percentage of the Class
Certificate Balance as of the Reference Date) of the Class PO Certificates
is 68.50% of the Certificate Date Principal Balance.
SENSITIVITY OF THE CLASS PO CERTIFICATES TO PREPAYMENTS
(PRE-TAX YIELDS TO MATURITY)
<TABLE>
<CAPTION>
SPA Prepayment Assumption
--------------------------
Class of Certificates 0% 100% 200% 400% 600%
- --------------------- ---- ----- ---- ----
<S> <C> <C> <C> <C>
Class PO . . . . . . . . . 2.0% 4.0% 6.6% 13.3% 21.5%
</TABLE>
It is highly unlikely that all of the Discount Mortgage Loans will have
the characteristics assumed, that the Discount Mortgage Loans will prepay at
the same rate until maturity or that all of the Discount Mortgage Loans will
prepay at the same rate or time. As a result of these factors, the pre-tax
yield on the Class PO Certificates is likely to differ from those shown in
the table above, even if all of the Discount Mortgage Loans prepay at the
indicated percentages of SPA. No representation is made as to the actual
rate of principal payments on the Discount Mortgage Loans for any period or
over the life of the Class PO Certificates or as to the yield on the Class
PO Certificates. Investors must make their own decisions as to the
appropriate prepayment assumptions to be used in deciding whether to purchase
the Class PO Certificates.
DECREMENT TABLE
The following table indicates the percentage of the Certificate Date
Principal Balance of the Class PO Certificates that would be outstanding
after each of the dates shown at various constant percentages of SPA and the
corresponding weighted average life thereof. The table has been prepared
based on the Revised Structuring Assumptions. However, all of the Discount
Mortgage Loans may not have the interest rates or remaining terms to maturity
described under "Revised Structuring Assumptions" herein and the Mortgage
Loans may not prepay at the indicated constant percentages of SPA or at any
constant percentage.
6
<PAGE>
PERCENT OF CLASS CERTIFICATE BALANCE OUTSTANDING/*/
<TABLE>
<CAPTION>
Distribution Date SPA Prepayment Assumption
----------------- --------------------------
0% 100% 200% 400% 600%
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Certificate Date . .. . .. 100% 100% 100% 100% 100%
June 1997 . . . . . .. . .. 99% 93% 87% 76% 64%
June 1998 . . . . . .. . .. 98% 87% 76% 57% 40%
June 1999 . . . . . .. . .. 97% 81% 66% 43% 26%
June 2000 . . . . . .. . .. 96% 75% 58% 32% 16%
June 2001 . . . . . .. . .. 95% 70% 50% 24% 10%
June 2002 . . . . . .. . .. 93% 65% 43% 18% 6%
June 2003 . . . . . .. . .. 92% 60% 38% 14% 4%
June 2004 . . . . . .. . .. 90% 55% 33% 10% 3%
June 2005 . . . . . .. . .. 89% 51% 28% 8% 2%
June 2006 . . . . . .. . .. 87% 47% 24% 6% 1%
June 2007 . . . . . .. . .. 85% 43% 21% 4% 1%
June 2008 . . . . . .. . .. 82% 39% 18% 3% 0%
June 2009 . . . . . .. . .. 80% 36% 15% 2% 0%
June 2010 . . . . . .. . .. 77% 32% 13% 2% 0%
June 2011 . . . . . .. . .. 74% 29% 11% 1% 0%
June 2012 . . . . . .. . .. 71% 26% 9% 1% 0%
June 2013 . . . . . .. . .. 67% 24% 8% 1% 0%
June 2014 . . . . . .. . .. 63% 21% 6% 0% 0%
June 2015 . . . . . .. . .. 59% 18% 5% 0% 0%
June 2016 . . . . . .. . .. 54% 16% 4% 0% 0%
June 2017 . . . . . .. . .. 49% 13% 3% 0% 0%
June 2018 . . . . . .. . .. 44% 11% 3% 0% 0%
June 2019 . . . . . .. . .. 38% 9% 2% 0% 0%
June 2020 . . . . . .. . .. 31% 7% 1% 0% 0%
June 2021 . . . . . .. . .. 24% 5% 1% 0% 0%
June 2022 . . . . . .. . .. 16% 3% 1% 0% 0%
June 2023 . . . . . .. . .. 7% 1% 0% 0% 0%
June 2024 and thereafter. . 0% 0% 0% 0% 0%
----- ----- ---- ----- ----
Weighted Average Life (years)** 19.1 10.7 6.8 3.5 2.2
</TABLE>
_____________________
* Rounded to the nearest whole percentage.
** Determined as specified in the Prospectus Supplement under "Weighted
Average Lives of the Offered Certificates."
7
<PAGE>
CREDIT ENHANCEMENT
As of the Reference Date, the Special Hazard Loss Coverage Amount,
Bankruptcy Loss Coverage Amount and Fraud Loss Coverage Amount were
approximately $1,462,941, $125,000 and $5,990,995, respectively. As of the
Reference Date, no funds were distributed in reimbursement of Class PO
Deferred Amounts that otherwise would have been available for distribution
on the Subordinated Certificates.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
Prospective purchasers of the Class PO Certificates should consider
carefully the income tax consequences of an investment in the Class PO
Certificates discussed under "Certain Federal Income Tax Consequences" in the
Prospectus Supplement and in the Prospectus. Such purchasers should also
consult their own tax advisors with respect to those consequences.
ERISA CONSIDERATIONS
Prospective purchasers of the Class PO Certificates should consider
carefully the ERISA consequences of an investment in the Class PO
Certificates discussed under "ERISA Considerations" in the Prospectus, the
Prospectus Supplement and herein, and should consult their own advisors with
respect to those consequences.
As described in the Prospectus Supplement, the Class PO Certificates
originally did not qualify for purposes of the Exemption, PTCE 83-1, or any
other issued exemption under ERISA. However, because the Class PO
Certificates are now being purchased by the Underwriter for subsequent
resale, and since all of the requirements of Prohibited Transaction Exemption
90-83, Exemption Application No. D-8346, 55 Fed. Reg. 50250 (1990)
(Donaldson, Lufkin & Jenrette Securities Corporation) are satisfied (other
than those within the control of the prospective investor), it is expected
that such exemption will apply to the acquisition and holding by Plans of the
Class PO Certificates.
RATINGS
The Class PO Certificates are currently rated "AAA" by Fitch Investors
Service, L.P. and "AAAr" by Standard & Poor's Ratings Group, a division of
McGraw Hill, Inc. See "Ratings" in the Prospectus Supplement.
USE OF PROCEEDS
The Seller intends to use the net proceeds from the sale of the Class
PO Certificates for general corporate purposes.
METHOD OF DISTRIBUTION
Subject to the terms and conditions set forth in an agreement between
the Seller and the Underwriter, the Seller has agreed to sell to the
Underwriter, and the Underwriter has agreed to purchase from the Seller the
Class PO Certificates. Distribution of the Class PO Certificates will be
made by the Underwriter from time to time in negotiated transactions or
otherwise at varying prices to be determined at the time of sale. In
connection with the sale of the Class PO Certificates, the Underwriter may
be deemed to have received compensation from the Seller in the form of
underwriting discounts.
8
<PAGE>
The Underwriter intends to make a secondary market in the Class PO
Certificates, but has no obligation to do so. There can be no assurance that
a secondary market for the Class PO Certificates will develop or, if it does
develop, that it will continue.
The Seller has agreed to indemnify the Underwriter against, or make
contributions to the Underwriter with respect to, certain liabilities,
including liabilities under the Securities Act of 1933, as amended.
9
<PAGE>
EXHIBIT 1
<TABLE>
<CAPTION> Mortgage Rates (1)
- -----------------------------------------------------------------------------
Aggregate
Mortgage Number of Principal
Rates Mortgage Balance Percent of
(%) Loans Outstanding Mortgage Pool
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
7.875 1 $ 305,253 0.21%
8.000 1 265,302 0.19
8.625 1 227,554 0.16
8.875 8 936,442 0.66
9.000 1 144,501 0.10
9.125 3 436,185 0.31
9.250 7 586,405 0.41
9.375 10 960,233 0.68
9.500 54 4,997,318 3.51
9.625 70 7,405,071 5.21
9.750 99 9,774,735 6.87
9.875 186 19,815,876 13.94
10.000 133 12,879,363 9.06
10.125 110 12,546,150 8.82
10.190 1 46,636 0.03
10.217 1 68,964 0.05
10.250 139 15,777,672 11.10
10.375 119 12,336,077 8.68
10.500 162 16,535,502 11.63
10.550 1 52,072 0.04
10.625 81 8,343,405 5.87
10.750 56 5,340,631 3.76
10.875 61 5,983,660 4.21
10.935 1 313,045 0.22
10.950 1 89,009 0.06
11.000 29 2,370,943 1.67
11.125 13 1,665,785 1.17
11.250 9 626,921 0.44
11.375 6 487,820 0.34
11.500 5 521,485 0.37
11.625 3 214,468 0.15
12.375 2 146,032 0.10
----- ------------- ------
Total 1,374 $ 142,200,514 100.00%
</TABLE>
(1) As of the Reference Date, the weighted average Mortgage
Rate of the Mortgage Loans is expected to be approxi-
mately 10.184% per annum.
1
<PAGE>
<TABLE>
<CAPTION> Current Mortgage Loan Principal Balances (1)
- --------------------------------------------------------------------------
Aggregate
Range of Current Number of Principal Percent of
Mortgage Loan Mortgage Balance Mortgage
Principal Balances Loans Outstanding Pool
- ---------------------------------------------------------------------------
<C> <C> <C> <C>
$0 -- $50,000 250 $ 9,921,286 6.98%
$50,001 -- $100,000 605 43,782,430 30.79
$100,001 -- $150,000 300 36,283,616 25.52
$150,001 -- $200,000 113 19,526,605 13.73
$200,001 -- $250,000 43 9,489,426 6.67
$250,001 -- $300,000 23 6,316,218 4.44
$300,001 -- $350,000 17 5,494,959 3.86
$350,001 -- $400,000 5 1,900,759 1.34
$400,001 -- $450,000 5 2,178,992 1.53
$450,001 -- $500,000 5 2,354,978 1.66
$500,001 -- $550,000 2 1,048,193 0.74
$550,001 -- $600,000 2 1,166,910 0.82
$600,001 -- $650,000 2 1,247,659 0.88
$650,001 -- $700,000 1 693,918 0.49
$700,001 -- $750,000 1 794,566 0.56
----- ------------ -------
Total 1,374 $142,200,514 100.00%
===== ============ =======
(1) As of Reference Date, the average current Mortgage Loan
principal balance is expected to be approximately $103,494.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION> Original Terms to Maturity (1)
Aggregate
Number of Principal Percent of
Original Term to Mortgage Balance Mortgage
Maturity (Months) Loans Outstanding Pool
- ---------------------------------------------------------------------
<S> <C> <C> <C>
348 1 $ 200,452 0.14%
354 1 305,253 0.21
356 1 39,074 0.03
360 1371 141,655,736 99.62
---- ------------ ------
Total 1,374 $142,200,514 100.00%
(1) As of the Reference Date, the weighted average stated remaining
term to maturity of the Mortgage Loans is expected to be
approximately 343 months.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION> Original Loan-to-Value Ratio (1)
- -------------------------------------------------------------------------
Aggregate
Original Number of Principal Percent of
Loan-to-Value Mortgage Balance Mortgage
Ratios (%) Loans Outstanding Pool
- --------------------------------------------------------------------------
<C> <C> <C> <C>
60.00 and Below 144 $ 13,436,620 9.45%
60.01 -- 65.00 63 5,981,589 4.21
65.01 -- 70.00 171 18,682,568 13.14
70.01 -- 75.00 209 26,035,960 18.31
75.01 -- 80.00 372 42,735,856 30.05
80.01 -- 85.00 11 1,079,842 0.76
85.01 -- 90.00 357 27,307,134 19.20
90.01 -- 95.00 47 6,940,945 4.88
----- ------------ ------
Total 1,374 $142,200,514 100.00%
(1) The weighted average original Loan-to-Value Ratio of the
Mortgage Loans is expected to be approximately 76.45%.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION> Documentation for Mortgage Loans
- -------------------------------------------------------------------------
Aggregate
Number of Principal Percent of
Type of Mortgage Balance Mortgage
Program Loans Outstanding Pool
- --------------------------------------------------------------------------
<S> <C> <C> <C>
Full 657 $ 60,901,994 42.83%
Alternative 98 8,001,726 5.63
Reduced 619 73,296,795 51.54
----- ------------ ------
Total 1,374 $142,200,514 100.00%
===== ============ ======
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION> State Distributions of Mortgaged Properties (1)
- ----------------------------------------------------------------------------
Aggregate
Number of Principal Percent of
Mortgage Balance Mortgage
State Loans Outstanding Pool
- ------- --------- ----------- ---------
<S> <C> <C> <C>
California 268 $ 36,772,224 25.86%
Florida 120 10,778,437 7.58
Texas 114 9,910,386 6.97
New York 58 8,618,313 6.06
Colorado 72 6,415,770 4.51
Oregon 75 6,383,627 4.49
Nevada 53 6,314,299 4.44
New Jersey 48 5,741,768 4.04
Arizona 70 5,715,993 4.02
Washington 46 4,722,768 3.32
Virginia 23 3,343,481 2.35
Massachusetts 31 3,052,538 2.15
Pennsylvania 32 2,871,474 2.02
Michigan 40 2,851,774 2.01
Other 324 $ 28,707,664 20.19
----- ------------ ------
Total 1,374 $142,200,514 100.00%
(1) Other includes 34 other states and the District of
Columbia under 2% concentration individually. No more
than approximately 0.64% of the Mortgage Loans will be
secured by Mortgaged Properties located in any one postal
zip code area.
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION> Type of Mortgaged Properties
Aggregate
Number of Principal Percent of
Mortgage Balance Mortgage
Property Type Loans Outstanding Pool
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
Single Family 899 $ 95,603,886 67.23%
Planned Unit
Development (PUD) 22 2,711,344 1.91
Low Rise Condominium 90 7,505,411 5.28
High Rise Condominium 25 2,766,775 1.95
Cooperative 4 596,642 0.42
2-4 Units 334 33,016,457 23.22
----- ------------ ------
Total 1,374 $142,200,514 100.00%
===== ============ =======
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION> Purpose of Mortgage Loans
- -----------------------------------------------------------------------------
Number of Aggregate Principal Percent of
Mortgage Balance Mortgage
Loan Purpose Loans Outstanding Pool
- ------------------------------------------------------------------------------
<S> <S> <C> <C>
Purchase 934 $ 91,259,031 64.18%
Refinance (Rate or Term) 162 21,144,605 14.87
Refinance (cash-out) 278 29,796,878 20.95
----- ------------ ------
Total 1,374 $142,200,514 100.00%
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION Occupancy Types (1)
- ------------------------------------------------------------------------------
Aggregate
Principal
Number of Balance Percent of
Occupancy Type Mortgage Loans Outstanding Mortgage Pool
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
Primary Home 589 $ 80,116,495 56.34%
Second Home 57 6,234,203 4.38
Investor 728 55,849,817 39.28
----- ------------ ------
Total 1,374 $142,200,514 100.00%
===== ============ ======
(1) Based upon representation of the related Mortgagors at the
time of origination.
</TABLE>
9
<PAGE>
EXHIBIT 2
Most Recent Statement to Certificateholders
<PAGE>
THE BANK OF NEW YORK
CORPORATE TRUST AND AGENCY SERVICES
101 BARCLAY STREET
NEW YORK, NEW YORK 10286
CWMBS, INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1995-D
STATEMENT TO CERTIFICATEHOLDERS PREPARED PURSUANT TO SECTION 4.04 OF THE
POOLING AND SERVICING AGREEMENTS DATED FEBRUARY 1, 1995
CUSIP #126691
Distribution Date 06/25/96
<TABLE>
<CAPTION>
4.04(i) Reduction of the Stated Amount of Certificates SINGLE TOTAL
CERTIFICATE AMOUNT
<S> <C> <C> <C>
Class A-1 Certificates CT9 $61.56625528 $3,196,212.14
Class A-2 Certificates CU6 $0.00000000 $0.00
Class A-3 Certificates CV4 $0.00000000 N/A
Class A-4 Certificates CW2 $0.00000000 $0.00
Class A-5 Certificates CX0 $43.97369770 $879,473.95
Class A-6 Certificates DE1 $0.00000000 $0.00
Class A-7 Certificates DF8 $5.81180065 $45,122.82
Class A-8 Certificates DG6 $0.00000000 $0.00
Class A-9 Certificate DH4 $0.00000000 $0.00
Class X Certificates CZ5 $0.00000000 N/A
Class PO Certificates CY8 $0.66881759 $173.49
Class A-R Certificates DA9 $0.00000000 $0.00
Class B-1 Certificates DB7 $0.52545525 $11,065.76
Class B-2 Certificates DC5 $0.51545525 $2,830.75
Class B-3 Certificates DD3 $0.51545525 $1,801.39
Class B-4 Certificates $0.51545525 $772.02
Class B-5 Certificates $0.51545525 $257.34
Class B-6 Certificates $0.51545525 $1,029.36
Total Amount $4,138,739.03
2
Aggregate amount of any Principal Prepayments $4,017,630.26
</TABLE>
<TABLE>
<CAPTION> SINGLE TOTAL
4.04(ii) Amounts distributed representing interest CERTIFICATE AMOUNT
<S> <C> <C>
Class A-1 Certificates $1.48456278 $ 77,060.69
Class A-2 Certificates $7.50000000 $170,587.50
Class A-3 Certificates $0.31250000 $6,250.00
1
<PAGE>
Class A-4 Certificates $7.18750000 $143,750.00
Class A-5 Certificates $3.20333113 $64,066.62
Class A-6 Certificates $7.50000000 $228,000.00
Class A-7 Certificates $6.88429673 $53,449.68
Class A-8 Certificates $7.50000000 $50,610.00
Class A-9 Certificates $0.00000000 $0.00
Class X Certificates $0.51014578 $99,117.55
Class PO Certificates $0.00000000 N/A
Class A-R Certificates $7.50000000 $7.50
Class B-1 Certificates $7.44753349 $159,883.19
Class B-2 Certificates $7.44753349 $40,889.95
Class B-3 Certificates $7.44753349 $26,027.25
Class B-4 Certificates $7.44753349 $11,154.54
Class B-5 Certificates $7.44753349 $3,718.13
Class B-6 Certificates $7.44753349 $14,872.71
Total Amount $1,149,755.37
</TABLE>
<TABLE>
<CAPTION>
4.04(iii) Amount of interest shortfall is less than the full amount that would be distributed:
<S> <C>
Principal $0.00
Interest $0.00
</TABLE>
<TABLE>
<CAPTION>
4.04(iv) Stated Amount of Certificates after this Distribution
ORIGINAL SINGLE TOTAL
BALANCE CERTIFICATE AMOUNT
<S> <C> <C> <C>
Class A-1 Certificates $51,915,000.00 $136.34878269 $7,078,547.05
Class A-2 Certificates $22,785,000.00 $1,000.00000000 $22,785,000.00
Class A-3 Certificates $1,000.00000000 $20,000,000.00
Class A-4 Certificates $20,000,000.00 $1,000.00000000 $20,000,000.00
Class A-5 Certificates $20,000,000.00 $383.13711982 $7,662,742.40
Class A-6 Certificates $30,400,000.00 $1,000.00000000 $30,400,000.00
Class A-7 Certificates $7,764,000.00 $912.09442953 $7,081,501.15
Class A-8 Certificates $6,748,000.00 $1,000.00000000 $6,748,000.00
Class A-9 Certificates $5,379,000.00 $1,126.88210618 $6,061,498.85
Class X Certificates $194,292,599.00 $712.01188796 $138,338,040.23
Class PO Certificates $259,398.02 $742.25127572 $192,538.56
Class A-R Certificates $1,000.00 $1,000.00000000 $1,000.00
Class B-1 Certificates $21,467,939.00 $992.48900956 $21,306,693.52
Class B-2 Certificates $5,491,745.00 $992.48900956 $5,450,496.56
Class B-3 Certificates $1,494,747.00 $992.48900956 $3,468,497.99
Class B-4 Certificates $1,497,749.00 $992.48900956 $1,486,499.42
Class B-5 Certificates $499,250.00 $992.48900956 $495,500.14
Class B-6 Certificates $1,946,998.26 $992.48900956 $1,981,996.83
Total Amount $142,200,514.45
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
4.04(v) Pool Principal Balance for the following Distribution Date $142,200,514.45
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
4.04(vi) Senior Percentage for the following Distribution Date 76.5865086100%
Subordinated Percentage for the following Distribution Date 23.4134913900%
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
4.04(vii) Amount of the Master Servicing Fees paid to or retained by the <C>
Master Servicer with respect to such Distribution Date $46,814.16
</TABLE>
<TABLE>
<CAPTION>
4.04(viii) Pass-Through Rate and Original Balances for each such Class of Certificates
<S> <C>
Class A-1 Certificates 9.00000%
Class A-2 Certificates 9.00000%
Class A-3 Certificates 0.37500%
Class A-4 Certificates 8.62500%
Class A-5 Certificates 9.00000%
Class A-6 Certificates 9.00000%
Class A-7 Certificates 9.00000%
Class A-8 Certificates 9.00000%
Class A-9 Certificates 9.00000%
Class X Certificates 0.8548300000%
Class PO Certificates N/A
Class A-R Certificates 9.00000%
Class B-1 Certificates 9.00000%
Class B-2 Certificates 9.00000%
Class B-3 Certificates 9.00000%
Class B-4 Certificates 9.00000%
Class B-5 Certificates 9.00000%
Class B-6 Certificates 9.00000%
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
4.04(ix) Amount of Advances included in the distribution on such Distribution Date $73,169.98
Aggregate amount of Advances outstanding as of the close of business on $100,922.86
such Distribution Date ___________
</TABLE>
<TABLE>
<CAPTION>
4.04(x) The number and aggregate principal amounts of Mortgage Loans delinquent
<S> <C> <C>
30 to 59 days 37 $5,718,809.75
60 to 89 days 10 $1,589,045.43
90 or more 4 $721,370.44
</TABLE>
<TABLE>
<CAPTION> The number and aggregate principal amounts of Mortgage Loans in foreclosure
<S> <C>
In foreclosure 12 $2,225,378.54
Bankruptcy 3 $373,018.05
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
4.04(xi) Aggregate dollar amount due on all Outstanding mortgage on each of the due dates
Aggregate dollar amount due on all Outstanding Loans delinquent 60 days or more ____
on each due date. ____
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
4.04(xii) Loan number and Stated Principal Balance of any
Mortgage Loan that became an REO Property during
the preceding calendar month 73132 $30,615.79
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
4.04(xiii) Total number and principal balance of any
REO Properties as of the close of business
on the Determination Date preceding such
Distribution Date 2 $569,572.98
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
4.04(xiv) Senior Prepayment Percentage 100.0000000000%
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
4.04(xv) Aggregate amount of Realized Losses incurred during the preceding $0.00
calendar month
Aggregate amount of Realized Losses through Distribution Date $0.00
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
4.04(xvi) Special Hazard Loss Coverage Amount $1,462,941.31
Required Fraud Loss Coverage $5,990,995.00
Current Bankruptcy Amount $125,000.00
</TABLE>
4
