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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 (Date of earliest Event
Reported): August 27, 1996
CWMBS, INC., (as depositor under the Pooling and
Servicing Agreement, dated as of August 1, 1996, providing for the issuance
of the CWMBS, INC., Home Equity Mortgage Loan Asset-Backed Trust, Mortgage
Pass-Through Certificates, Series SPMD 1996-A).
CWMBS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 33-84910 95-4449516
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
155 North Lake Avenue
Pasadena, California 91101
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (818) 304-5591
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Item 5. Other Events.
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Filing of Computational Materials
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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 SPMD 1996-A
In connection with the offering of the Mortgage Pass-Through
Certificates, Series SPMD 1996-A, Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch"), 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
Merrill Lynch 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 Merrill Lynch listed
as Exhibit 99.1 hereto, are filed on Form SE dated August 27, 1996.
The consolidated financial statements of MBIA Insurance Corporation and
Subsidiaries (formerly known as Municipal Bond Investors Assurance
Corporation and Subsidiaries) ("MBIA") that are included in the Prospectus
Supplement have been audited by Coopers & Lybrand L.L.P. ("Coopers &
Lybrand"). The consent of Coopers & Lybrand is attached hereto as Exhibit
99.2.
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* 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 August 27, 1996, of CWMBS, Inc., relating to its
Mortgage Pass-Through Certificates, Series SPMD 1996-A.
Item 7. Financial Statements, Pro Forma Financial
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Information and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
99.1 Computational Materials.
(filed on Form SE dated August 27, 1996).
99.2 Consent of Coopers & Lybrand.
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
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David A. Spector
Vice President
Dated: August 27, 1996
Exhibit Index
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Exhibit Page
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99.2 Consent of Coopers & Lybrand 6
Exhibit 99.2
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CONSENT OF INDEPENDENT ACCOUNTANTS
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We consent to the inclusion in the Prospectus dated August 27, 1996 of
our report dated January 22, 1996, on our audits of the consolidated financial
statements of MBIA Insurance Corporation and Subsidiaries. We also
consent to the reference to our firm under the caption "Experts."
COOPERS & LYBRAND L.L.P.
August 27, 1996
New York, New York
