<PAGE>
<PAGE>
SUPPLEMENT TO THE
PROSPECTUS SUPPLEMENT, DATED JULY 25, 1996
(TO PROSPECTUS DATED NOVEMBER 23, 1994)
CWMBS, INC.
DEPOSITOR
INDEPENDENT NATIONAL MORTGAGE CORPORATION
SELLER AND MASTER SERVICER
RESIDENTIAL ASSET SECURITIZATION TRUST 1996-A5
--------------------
The Mortgage Pass-Through Certificates, Series 1996-I, Class A-7 (the
'Class A-7 Certificates') were purchased by Donaldson, Lufkin & Jenrette
Securities Corporation (the 'Underwriter') from the Depositor 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. The Class A-7
Certificates will also be offered by Edward D. Jones & Co. (the 'Dealer') from
time to time in negotiated transactions or otherwise at varying prices to be
determined at the time of sale. The Class A-7 Certificates will be available in
book-entry form only through the facilities of The Depository Trust Company.
Investors may hold beneficial interests in the Class A-7 Certificates in minimum
denominations representing an original principal amount of $1,000 and integral
multiples of $1,000 in excess thereof.
Holders of the Class A-7 Certificates will be entitled to receive interest
at the rate of 7.65% per annum, subject to reductions for Relief Act Reductions
as described in the Prospectus Supplement under 'Description of the
Certificates -- Interest.' The Class A-7 Certificates are subject to special
rules regarding the procedures, practices and limitations applicable to the
distribution of principal of such Class. The Class A-7 Certificates may not be
an appropriate investment for any investor who requires a distribution of a
particular amount of principal on a predetermined date or an otherwise
predictable stream of principal distributions. There is no assurance that any
investor in a Class A-7 Certificate will receive a distribution in reduction of
its principal balance on any particular Distribution Date. See 'Description of
the Certificates -- Distributions in Reduction of the Class A-7 Certificates'
herein and in the Prospectus Supplement.
The Class A-7 Certificates will be entitled to the benefit of an
irrevocable financial guaranty insurance policy (the 'Policy') to be issued by
Financial Security Assurance Inc. (the 'Insurer' or 'Financial Security')
pursuant to the Triple-A Guaranteed Secondary Securities ('TAGSS'r') program of
Financial Security. Under the TAGSS'r' program, the Class A-7 Certificates and
the Policy will be evidenced by a series of custody receipts. Holding the Class
A-7 Certificates in the form of custody receipts may affect the liquidity of
such Certificates. The premium for the Policy will be paid on such Distribution
Date by deducting 0.10% per annum from the gross interest rate of 7.75% per
annum otherwise payable on the Class A-7 Certificates.
The Underwriter intends to make a secondary market in the Class A-7
Certificates, but has no obligation to do so. There is currently no secondary
market for the Class A-7 Certificates and there can be no assurance that such a
market will develop or, if it does develop, that it will continue or that it
will provide Certificateholders with a sufficient level of liquidity of
investment.
THIS SUPPLEMENT TO THE PROSPECTUS SUPPLEMENT DOES NOT CONTAIN COMPLETE
INFORMATION ABOUT THE OFFERING OF THE OFFERED CERTIFICATES. ADDITIONAL
INFORMATION IS CONTAINED IN THE PROSPECTUS SUPPLEMENT OF THE DEPOSITOR DATED
JULY 25, 1996 (THE 'PROSPECTUS SUPPLEMENT') AND THE PROSPECTUS OF THE DEPOSITOR
DATED NOVEMBER 23, 1994 (THE 'PROSPECTUS') AND PURCHASERS ARE URGED TO READ BOTH
THIS SUPPLEMENT TO THE PROSPECTUS SUPPLEMENT, THE PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS IN FULL. SALES OF THE CLASS A-7 CERTIFICATES MAY NOT BE CONSUMMATED
UNLESS THE PURCHASER HAS RECEIVED THIS SUPPLEMENT TO THE PROSPECTUS SUPPLEMENT,
THE PROSPECTUS SUPPLEMENT AND THE PROSPECTUS.
Until ninety days after the date of this Supplement to the Prospectus
Supplement, all dealers effecting transactions in the Class A-7 Certificates,
whether or not participating in this distribution, may be required to deliver a
Supplement to the Prospectus Supplement, Prospectus Supplement and the
Prospectus. This is in addition to the obligation of dealers to deliver a
Supplement to the Prospectus Supplement, Prospectus Supplement and the
Prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
DONALDSON, LUFKIN & JENRETTE EDWARD D. JONES & CO.
SECURITIES CORPORATION
SEPTEMBER 4, 1996
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DESCRIPTION OF THE CLASS A-7 CERTIFICATES
Interest. The Class A-7 Certificates will be entitled to interest payments
at a rate of 7.65% per annum on each Distribution Date, subject to reductions
for Relief Act Reductions, as described in the Prospectus Supplement under
'Description of the Certificates -- Interest.' The rate at which interest is
payable on the Class A-7 Certificates has been reduced from the gross interest
rate of 7.75% per annum, as set forth on the cover of the Prospectus Supplement
and otherwise payable on the Class A-7 Certificates, by the amount payable for
the premium on the Policy of 0.10% per annum.
DISTRIBUTIONS IN REDUCTION OF THE CLASS A-7 CERTIFICATES
General. The Class A-7 Certificates will be entitled to distributions of
principal as described in the Prospectus Supplement under 'Description of the
Certificates -- Principal.' Beneficial owners of the Class A-7 Certificates have
the right to request that distributions of principal be made with respect to
their Class A-7 Certificates on each Distribution Date on which distributions of
principal are made with respect to the Class A-7 Certificates. All such
requested distributions are subject to the priorities described below under
' -- Priority of Requested Distributions' and are further subject to the
limitations that they be made (i) only in lots equal to $1,000 of initial
principal balance (each, an 'Individual Class A-7 Certificate') and (ii) only to
the extent that the portion of the Senior Principal Distribution Amount
allocated to the Class A-7 Certificates on the applicable Distribution Date
(plus any amounts available from the Rounding Account) provides sufficient funds
for such requested distributions. To the extent that amounts available for
distributions of principal on the Class A-7 Certificates on any Distribution
Date exceed the aggregate requests by Holders for principal distributions
applicable to such Distribution Date, such excess amounts will be distributed to
the beneficial owners of Class A-7 Certificates by random lot, as described
under ' -- Mandatory Distributions of Principal on Class A-7 Certificates.'
On each Distribution Date on which amounts are available for distributions
of principal on the Class A-7 Certificates, the aggregate amount allocable to
such distributions will be rounded, as necessary, to an amount equal to an
integral multiple of $1,000, except as provided below, in accordance with the
priorities and limitations set forth herein. Such rounding will be accomplished
on the first Distribution Date on which distributions of principal on the Class
A-7 Certificates are made by withdrawing, from a non-interest bearing account to
be established on the Closing Date with a $1,000 deposit by the Underwriter (the
'Rounding Account'), the amount of funds, if any, needed to round the amount
otherwise available for such distribution upward to the next higher integral
multiple of $1,000. On each succeeding Distribution Date on which distributions
of principal on the Class A-7 Certificates are to be made, the aggregate amount
allocable to the Class A-7 Certificates will be applied first to repay any funds
withdrawn from the Rounding Account for the Class A-7 Certificates on the prior
Distribution Date, and then the remainder of such allocable amount, if any, will
be similarly rounded upward through another withdrawal from the Rounding Account
and distributed as principal on the Class A-7 Certificates. This process will
continue on succeeding Distribution Dates until the outstanding principal
balance of the Class A-7 Certificates has been reduced to zero. Thus, the
aggregate distribution made in reduction of the principal balance of the Class
A-7 Certificates on each Distribution Date may be slightly more or less than
would be the case in the absence of such rounding procedures, but such
difference will be no more than $999.99 on such Distribution Date. Under no
circumstances will the sum of all distributions of principal on the Class A-7
Certificates through any Distribution Date be less than the sum that would have
resulted in the absence of such rounding procedures.
There is no assurance that a beneficial owner of a Class A-7 Certificate
who has submitted a request for a distribution will receive such distribution at
any particular time after such distribution is requested, since there can be no
assurance that funds will be available for making such distributions on any
particular Distribution Date, or, even if funds are available for making such
distributions, that such distributions with respect to the Class A-7
Certificates owned by any particular beneficial owner will be made. Also, due to
the procedure for mandatory distributions described below, there can be no
assurance that on any Distribution Date on which the funds available for
distribution of principal on the Class A-7 Certificates exceed the aggregate
amount of distributions requested by beneficial owners of the Class A-7
Certificates, any particular beneficial owner will receive a principal
distribution from such excess funds. Thus, the timing of distributions of
principal with respect to any particular Class A-7 Certificate is highly
uncertain, and such distributions may be made earlier or later than the date
that may be desired by a beneficial owner of a Class A-7 Certificate.
S-2
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Notwithstanding any provisions herein to the contrary, on each Distribution
Date on and after the Senior Credit Support Depletion Date, distributions of
principal on the Class A-7 Certificates will be made pro rata among the holders
of the Class A-7 Certificates and will not be made in integral multiples of
$1,000 or pursuant to requested distributions or mandatory distributions by
random lot.
Priority of Requested Distributions. Subject to the limitations described
herein, including the order of the receipt of the request for distributions as
described below under ' -- Procedure for Requested Distributions,' beneficial
owners of the Class A-7 Certificates have the right to request that
distributions of principal on the Class A-7 Certificates be made. On each
Distribution Date on which distributions of principal on the Class A-7
Certificates are made, such distributions will be made in an amount up to but
not exceeding an aggregate principal amount of $10,000 per request. Thereafter,
distributions will be made up to a second $10,000. This sequence of priorities
will be repeated for each request for principal distributions made by the
beneficial owners of the Class A-7 Certificates until all such requests have
been honored.
Procedure for Requested Distributions. A beneficial owner may request that
distributions of principal on such beneficial owner's Class A-7 Certificates be
made on a Distribution Date by delivering a written request therefor to the
Participant or Indirect Participant that maintains such beneficial owner's
account in the Class A-7 Certificates so that the request for such distribution
is received by the Trustee on or before the Record Date for such Distribution
Date. The Participant should in turn make the request of the Depository (or, in
the case of an Indirect Participant, such firm must notify the related
Participant of such request, which Participant should make the request of the
Depository) on a form required by the Depository and provided to the
Participant. Upon receipt of such request, the Depository will date and time
stamp such request and forward such request to the Trustee. The Depository may
establish such procedures as it deems fair and equitable to establish the order
of receipt of requests for such distributions received by it on the same day.
Neither the Master Servicer nor the Trustee will be liable for any delay by the
Depository, any Participant or any Indirect Participant in the delivery of
requests for distributions to the Trustee. Requests for distributions in
reduction of principal balance forwarded to the Trustee from the Depository
after the Record Date for such Distribution Date and requests for distributions
received in a timely manner but not accepted with respect to a given
Distribution Date, will be treated as requests for distributions on the next
succeeding Distribution Date and each succeeding Distribution Date thereafter
until each request is accepted or is withdrawn as described below. Each request
for distributions of principal on a Class A-7 Certificate submitted by a
beneficial owner of a Class A-7 Certificate will be held by the Trustee until
such request has been accepted or has been withdrawn in writing. Each Individual
Class A-7 Certificate covered by such request will continue to bear interest at
the related Pass-Through Rate through the Record Date for such Distribution
Date.
With respect to Class A-7 Certificates as to which beneficial owners have
requested distributions on a particular Distribution Date on which distributions
of principal on the Class A-7 Certificates are being made, the Trustee will
notify the Depository and its Participants prior to such Distribution Date
whether, and the extent to which, such Class A-7 Certificates have been accepted
for distributions. Participants and Indirect Participants holding Class A-7
Certificates are required to forward such notices to the beneficial owners of
such Certificates. Individual Class A-7 Certificates that have been accepted for
a distribution will be due and payable on the applicable Distribution Date and
will cease to bear interest after the Record Date for such Distribution Date.
Any beneficial owner of a Class A-7 Certificate that has requested a
distribution may withdraw such request by so notifying in writing the
Participant or Indirect Participant that maintains such beneficial owner's
account. The Participant should forward the withdrawal, on a form required by
the Depository, to the Trustee. In the event that such account is maintained by
an Indirect Participant, such Indirect Participant must notify the related
Participant, which in turn must forward the withdrawal of such request on such
form to the Trustee. If such notice of withdrawal of a request for distribution
has not been received by the Trustee on or before the Record Date for such
Distribution Date, the previously made request for distribution will be
irrevocable with respect to the making of distributions of principal on the
Class A-7 Certificates on the applicable Distribution Date.
For purposes of the foregoing discussion, an 'Indirect Participant' is a
broker, dealer, bank, financial institution or other person that clears
securities transactions through or maintains a custodial relationship with a
Participant either directly or indirectly and a 'Participant' is a broker,
dealer, bank, financial institution or other person that is a participating
organization of the Depository.
S-3
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Mandatory Distributions of Principal on Class A-7 Certificates. To the
extent, if any, that distributions of principal on the Class A-7 Certificates on
a Distribution Date exceed the outstanding principal balance of the Individual
Class A-7 Certificates with respect to which distribution requests have been
received by the applicable date, additional Class A-7 Certificates in lots equal
to Individual Class A-7 Certificates will be selected to receive principal
distributions in accordance with the then-applicable established random lot
procedures of the Depository, and the then-applicable established procedures of
the Participants and Indirect Participants, which may or may not be by random
lot. Investors may ask such Participants or Indirect Participants which
allocation procedures they use. Participants and Indirect Participants holding
Class A-7 Certificates selected for mandatory distributions of principal are
required to provide notice of such mandatory distributions to the affected
beneficial owners.
Payments to Requesting Beneficial Owners. On any Distribution Date on
which principal distributions are made on the Class A-7 Certificates, priority
of payment on the Class A-7 Certificates will be given to beneficial owners for
whom Class A-7 Certificate principal payment requests are in effect. The
Depository will honor requests in the order of priority established by the
Depository, until such requests have been honored in an amount up to $10,000 for
each request.
Thereafter, the Depository will honor requests up to a second $10,000. This
sequence of priorities will be repeated until all Class A-7 Certificate
principal payment requests have been honored to the extent of amounts available
in reduction of the Class A-7 Certificates.
If the amount of principal available for payment on the Class A-7
Certificates on a given Distribution Date is insufficient to honor all requests,
such requests will be honored on succeeding Distribution Dates as principal
becomes available. The Depository will establish a new order of priority for
each Distribution Date. This order will apply both to previously unsatisfied
payment requests and to newly submitted requests.
Payments to Non-Requesting Beneficial Owners. If the amount of principal
available for payments on the Class A-7 Certificates on a given Distribution
Date exceeds the amount needed to honor all Class A-7 Certificate principal
payment requests, the Depository will determine which Class A-7 Certificates
will be paid, using its established random lot procedures. Each Participant
receiving such payments, and each Indirect Participant in the chain to the
beneficial owners, will remit payments to their customers according to their own
procedures, which may or may not be by random lot. A Participant or Indirect
Participant could decide to allot Class A-7 Certificate principal payments to
certain customers (which could include such Participant or Indirect Participant)
without allotting payments to others. Investors should ask their brokers or
other intermediaries what allocation procedures they use.
STRUCTURING ASSUMPTIONS
Unless otherwise specified, the information in the table in this Supplement
to the Prospectus Supplement has been prepared on the basis of the following
assumed characteristics of the Mortgage Loans and the following additional
assumptions (collectively, the 'Structuring Assumptions'): (i) the Mortgage Pool
consists of two Mortgage Loans with the following characteristics:
<TABLE>
<CAPTION>
ORIGINAL TERM REMAINING TERM
NET TO MATURITY TO MATURITY
PRINCIPAL BALANCE MORTGAGE RATE MORTGAGE RATE (IN MONTHS) (IN MONTHS) LOAN AGE
- ----------------- -------------- -------------- ------------- -------------- --------
<S> <C> <C> <C> <C> <C>
$ 197,705,557.42 9.2458799631% 8.8613425176% 360 359 1
$ 2,907,778.61 7.8260253580% 7.4420253600% 360 354 6
</TABLE>
(ii) the 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 Mortgage Loans are experienced, (iv) scheduled payments on the Mortgage
Loans are received on the first day of each month commencing in the calendar
month following the Closing 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 herein without giving effect to loss and delinquency
tests, (vi) there are no Net Interest Shortfalls and prepayments represent
prepayments in full of individual Mortgage Loans and are received on the last
day of each month, commencing in July 1996, (vii) the scheduled monthly payment
for each Mortgage Loan has been calculated based on the assumed mortgage loan
characteristics described in item (i) above such that the mortgage loan will
amortize in amounts sufficient to repay the principal balance of such assumed
mortgage loan by its remaining term to maturity, (viii) the initial Class
Certificate Balance of the
S-4
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Class A-7 Certificates is $18,800,000, (ix) interest accrues on the Class A-7
Certificates at 7.65% per annum, (x) distributions in respect of the
Certificates are received in cash on the 25th day of each month commencing in
the calendar month following the Closing Date, (xi) the closing date of the sale
of the Class A-7 Certificates is July 26, 1996, (xii) the Seller is not required
to repurchase or substitute for any Mortgage Loan, (xiii) the Master Servicer
does not exercise any option to repurchase any Mortgage Loans described herein
under ' -- Optional Purchase of Defaulted Loans' and ' -- Optional Termination'
and (xiv) no Class of Subordinated Certificates becomes a Restricted Class.
While it is assumed that each of the Mortgage Loans prepays at the specified
constant percentage of SPA, this is not likely to be the case. Moreover,
discrepancies exist between the characteristics of the actual Mortgage Loans
which will be delivered to the Trustee and characteristics of the 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 to the
Prospectus 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 in the first month of the life of such 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% per annum. Multiples may be calculated from this
prepayment rate sequence. For example, 275% SPA assumes prepayment rates will be
0.55% per annum in month one, 1.10% per annum in month two, and increasing by
0.55% in each succeeding month until reaching a rate of 16.5% per annum in month
30 and remaining constant at 16.5% 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.
S-5
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DECREMENT TABLES
The following table indicates the percentages of the initial Class
Certificate Balance of the Class A-7 Certificates that would be outstanding
after each of the dates shown at various constant percentages of SPA and the
corresponding weighted average life of such Class. The table has been prepared
on the basis of the Structuring Assumptions. It is not likely that (i) all of
the Mortgage Loans will have the characteristics assumed, (ii) all of the
Mortgage Loans will prepay at the constant percentages of SPA specified in the
table or at any constant percentages of SPA or (iii) all of the Mortgage Loans
will prepay at the same rate. Moreover, the diverse remaining terms to maturity
of the Mortgage Loans could produce slower or faster principal distributions
than indicated in the table at the specified constant percentages of SPA, even
if the weighted average remaining term to maturity of the Mortgage Loans is
consistent with the remaining terms to maturity of the Mortgage Loans specified
in the Structuring Assumptions.
The weighted average life of the Class A-7 Certificates shown in the table
below applies to such Class taken as a whole. Because principal distributions
may be requested by the beneficial owners of the Class A-7 Certificates and
because beneficial owners of Class A-7 Certificates will receive principal
distributions by random lot, the weighted average life of any Class A-7
Certificate beneficially owned by an individual investor may vary significantly
from the weighted average life of the Class A-7 Certificates taken as a whole.
There can be no assurance with respect to any particular scenario of the rate of
principal distributions on the Class A-7 Certificates, any particular weighted
average life for the Class A-7 Certificates or the date or dates on which any
particular beneficial owner will receive distributions in reduction of the
principal balance of its Class A-7 Certificates. Investors in the Class A-7
Certificates should understand that they are assuming all risks and benefits
associated with the rate of principal distributions on such Certificates and
variations in such rate from time to time.
S-6
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PERCENT OF INITIAL CERTIFICATE PRINCIPAL BALANCE OUTSTANDING
<TABLE>
<CAPTION>
CLASS A-7
SPA PREPAYMENT ASSUMPTION
-----------------------------------------
DISTRIBUTION DATE 0% 100% 200% 275% 325% 400% 600%
- ------------------------------ ----- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Initial Percentage............ 100 100 100 100 100 100 100
July, 1997.................... 100 100 100 100 100 100 100
July, 1998.................... 100 100 100 100 100 100 100
July, 1999.................... 100 100 100 100 100 100 100
July, 2000.................... 100 100 100 100 100 100 100
July, 2001.................... 100 100 100 100 100 100 4
July, 2002.................... 100 100 100 100 100 100 0
July, 2003.................... 100 100 100 100 100 53 0
July, 2004.................... 100 100 100 100 89 27 0
July, 2005.................... 100 100 100 100 66 15 0
July, 2006.................... 100 100 100 95 52 11 0
July, 2007.................... 100 100 100 78 41 8 0
July, 2008.................... 100 100 100 64 33 6 0
July, 2009.................... 100 100 100 52 26 4 0
July, 2010.................... 100 100 100 42 20 3 0
July, 2011.................... 100 100 90 34 16 2 0
July, 2012.................... 100 100 77 28 12 2 0
July, 2013.................... 100 100 65 22 9 1 0
July, 2014.................... 100 100 55 18 7 1 0
July, 2015.................... 100 100 46 14 6 1 0
July, 2016.................... 100 100 38 11 4 0 0
July, 2017.................... 100 100 31 9 3 0 0
July, 2018.................... 100 100 25 7 2 0 0
July, 2019.................... 100 100 20 5 2 0 0
July, 2020.................... 100 86 16 4 1 0 0
July, 2021.................... 100 70 12 3 1 0 0
July, 2022.................... 100 55 9 2 1 0 0
July, 2023.................... 100 40 6 1 0 0 0
July, 2024.................... 100 26 4 1 0 0 0
July, 2025.................... 75 12 2 0 0 0 0
July, 2026.................... 0 0 0 0 0 0 0
July, 2027.................... 0 0 0 0 0 0 0
Weighted Average
Life in Years* ............. 29.3 26.4 19.5 14.4 11.5 7.9 4.6
</TABLE>
- ------------
* The weighted average life of a Certificate of any class is determined by (i)
multiplying the net reduction, if any, of the Certificate Principal Balance
by the number of years from the date of issuance of the Certificate to the
related Distribution Date, (ii) adding the results, and (iii) dividing the
sum by the aggregate of the net reductions of the certificate principal
balance described in (i) above.
S-7
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METHOD OF DISTRIBUTION
Distribution of the Class A-7 Certificates will be made by the Underwriter
and by the Dealer, in each case from time to time in negotiated transactions or
otherwise at varying prices to be determined at the time of sale.
The Underwriter intends to make a secondary market in the Class A-7
Certificates, but has no obligation to do so. There can be no assurance that a
secondary market for the Class A-7 Certificates will develop or, if it does
develop, that it will continue or that it will provide Certificateholders with a
sufficient level of liquidity of investment.
S-8
