Rule 424(b)(5)
File No. 33-84910
SUPPLEMENT
TO PROSPECTUS SUPPLEMENT DATED August 24, 1994
(To Prospectus dated June 24, 1994)
CWMBS, INC.
Depositor
(INMC LOGO)
Seller and Master Servicer
Mortgage Pass-Through Certificates, Series 1994-N
-------------------------
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 August
24, 1994 (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 June 24, 1994 (the "Prospectus").
Prospective purchasers are urged to read this Supplement, the Prospectus
Supplement and the Prospectus in full.
As of July 25, 1996 (the "Certificate Date"), the Class Certificate
Balance of the Class PO Certificates was approximately $1,474,100.
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 61.00% 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 August 19, 1996.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
AUGUST 19, 1996
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.
THE MORTGAGE POOL
As of July 1, 1996 (the "Reference Date"), the Mortgage Pool included
approximately 740 Mortgage Loans having an aggregate Stated Principal Balance
of approximately $109,322,458. As of the Reference Date, the Mortgage Pool
included approximately 51 Mortgage Loans having Adjusted Net Mortgage Rates
("ANMRs") less than 8.000% (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 $14,275,226 and a
weighted average ANMR of approximately 7.17%.
The following table summarizes the delinquency and foreclosure
experience of the Mortgage Loans as of the Reference Date.
<TABLE>
<CAPTION> AS OF
JULY 1, 1996
------------
<S> <C>
Total Number of Mortgage Loans . . . . . . . . . . . . . . . . . . . . . . 740
Delinquent Mortgage Loans and Pending Foreclosures at Period End (1)
30-59 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.89%
60-89 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.14%
90 days or more (excluding pending foreclosures) . . . . . . . . . . . 0.27%
Total Delinquencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.30%
Foreclosures Pending . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.68%
Total delinquencies and foreclosures pending . . . . . . . . . . . . . . . 2.98%
</TABLE>
______________
(1) As a percentage of the total number of Mortgage Loans as of the
Reference Date.
None of the Mortgage Loans 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%.
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 June
30, 1996 on approximately $6.8 billion, $9.4 billion and $10.4 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, June 30,
----------------- --------
1994 1995 1996
---- ---- ----
<S> <C> <C> <C>
Total Number of Conventional Mortgage Loans in Portfolio 30,803 53,101 61,918
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 0.48
90 days or more (excluding pending foreclosures) . . . 0.09 0.38 0.47
Total Delinquencies . . . . . . . . . . . . . . . 1.05% 3.10% 3.07%
Foreclosures pending . . . . . . . . . . . . . . . . . 0.07 0.30 0.56
Total delinquencies and foreclosures pending . . . . . 1.12% 3.40% 3.63%
</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 (8.000% - ANMR) (divided by) 8.000%. 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 $1,474,100 (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 $94,435,943 and evidenced in the aggregate a beneficial
ownership interest of approximately 86.38% 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
6.13%, 2.58%, 1.94%, 0.52%, 0.19% and 0.90%, 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 as 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 Discount 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
Original Term Term to
Adjusted Net to Maturity Loan Age Maturity
Principal Balance Mortgage Rate Mortgage Rate (in Months) (in Months) (in months)
- ------------------ ------------- ------------- -------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
$14,275,225.98 7.5578975554% 7.1738975554% 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
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 August 21, 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% 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 16.50% per annum in month 30 and remaining constant at
16.50% 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
57.57% of the Certificate Date Principal Balance.
SENSITIVITY OF THE CLASS PO CERTIFICATES TO PREPAYMENTS
(PRE-TAX YIELDS TO MATURITY)
<TABLE>
<CAPTION>
SPA Prepayment Assumption
-------------------------------------------
<S> <C> <C> <C> <C> <C>
Class of Certificates 0% 150% 275% 350% 450%
- --------------------- ---- ---- ---- ---- -----
Class PO . . . . . . . . . . . . . . 3.2% 8.6% 15.0% 19.4% 26.0%
</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.
<TABLE>
<CAPTION>
PERCENT OF CLASS CERTIFICATE BALANCE OUTSTANDING*
Distribution Date SPA Prepayment Assumption
- ------------------- ----------------------------------
<S> <C> <C> <C> <C> <C>
0% 150% 275% 350% 450%
---- ---- ---- ---- ----
Certificate Date . . . . . . . 100% 100% 100% 100% 100%
July 1997 . . . . . . . . . . . 99% 90% 83% 78% 72%
July 1998 . . . . . . . . . . . 98% 81% 68% 61% 52%
July 1999 . . . . . . . . . . . 96% 73% 56% 48% 38%
July 2000 . . . . . . . . . . . 95% 65% 46% 37% 27%
July 2001 . . . . . . . . . . . 94% 58% 38% 29% 19%
July 2002 . . . . . . . . . . . 92% 52% 31% 22% 14%
July 2003 . . . . . . . . . . . 90% 47% 26% 17% 10%
July 2004 . . . . . . . . . . . 88% 42% 21% 13% 7%
July 2005 . . . . . . . . . . . 86% 37% 17% 10% 5%
July 2006 . . . . . . . . . . . 84% 33% 14% 8% 4%
July 2007 . . . . . . . . . . . 82% 29% 11% 6% 3%
July 2008 . . . . . . . . . . . 79% 26% 9% 5% 2%
July 2009 . . . . . . . . . . . 77% 22% 7% 4% 1%
July 2010 . . . . . . . . . . . 74% 20% 6% 3% 1%
July 2011 . . . . . . . . . . . 70% 17% 5% 2% 1%
July 2012 . . . . . . . . . . . 67% 15% 4% 2% 0%
July 2013 . . . . . . . . . . . 63% 13% 3% 1% 0%
July 2014 . . . . . . . . . . . 59% 11% 2% 1% 0%
July 2015 . . . . . . . . . . . 55% 9% 2% 1% 0%
July 2016 . . . . . . . . . . . 50% 8% 1% 0% 0%
July 2017 . . . . . . . . . . . 45% 6% 1% 0% 0%
July 2018 . . . . . . . . . . . 40% 5% 1% 0% 0%
July 2019 . . . . . . . . . . . 34% 4% 1% 0% 0%
July 2020 . . . . . . . . . . . 28% 3% 0% 0% 0%
July 2021 . . . . . . . . . . . 21% 2% 0% 0% 0%
July 2022 . . . . . . . . . . . 14% 1% 0% 0% 0%
July 2023 . . . . . . . . . . . 6% 0% 0% 0% 0%
July 2024 . . . . . . . . . . . 0% 0% 0% 0% 0%
July 2025 . . . . . . . . . . . 0% 0% 0% 0% 0%
July 2026 and thereafter . . . 0% 0% 0% 0% 0%
----- --- --- --- ----
Weighted Average Life (years)** 18.4 8.1 5.0 3.9 3.0
----- --- --- --- ----
----- --- --- --- ----
</TABLE>
_____________________
* Rounded to the nearest whole percentage.
** Determined as specified in the Prospectus Supplement under "Weighted
Average Lives of the Offered Certificates."
CREDIT ENHANCEMENT
As of the Reference Date, the Special Hazard Loss Coverage Amount,
Bankruptcy Loss Coverage Amount and Fraud Loss Coverage Amount were
approximately $1,381,548, $100,000 and $4,294,892, 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
The McGraw-Hill Companies, 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.
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.
EXHIBIT 1
<TABLE>
<CAPTION> Mortgage Rates (1)
- ------------------------------------------------------------------------------------------------
Aggregate
Mortgage Number of Principal
Rates Mortgage Balance Percent of
(%) Loans Outstanding Mortgage Pool
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
6.875 1 $ 593,882 0.54%
7.000 4 645,051 0.59
7.125 3 1,200,118 1.10
7.250 8 2,075,088 1.90
7.375 6 1,743,708 1.60
7.500 8 2,181,183 2.00
7.625 4 1,625,221 1.49
7.750 2 918,746 0.84
7.875 2 484,714 0.44
8.000 2 322,801 0.30
8.125 1 213,765 0.20
8.250 8 1,517,673 1.39
8.375 2 753,277 0.69
8.500 12 3,042,189 2.78
8.625 14 3,057,999 2.80
8.750 22 4,118,143 3.77
8.875 42 7,513,335 6.87
9.000 53 9,711,358 8.88
9.125 59 8,161,499 7.47
9.250 92 12,364,807 11.31
9.375 100 12,341,664 11.29
9.500 112 12,710,780 11.62
9.625 54 6,022,826 5.51
9.750 57 7,917,970 7.24
9.875 42 5,339,334 4.88
10.000 9 830,955 0.76
10.125 3 273,331 0.25
10.250 10 911,159 0.83
10.375 5 462,848 0.42
10.625 2 167,991 0.15
10.750 1 99,043 0.09
------ -------------
Total 740 $ 109,322,458
------ -------------
------ ------------- 100.00%
</TABLE>
(1) As of the Reference Date, the weighted average Mortgage
Rate of the Mortgage Loans is expected to be approxi-
mately 9.070% per annum.
<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
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
$0 - $ 50,000 62 $ 2,677,618 2.45%
$50,001 - $100,000 256 19,867,674 18.18
$100,001 - $150,000 162 19,779,225 18.09
$150,001 - $200,000 59 10,048,283 9.19
$200,001 - $250,000 97 21,819,075 19.97
$250,001 - $300,000 48 13,144,333 12.02
$300,001 - $350,000 23 7,272,209 6.65
$350,001 - $400,000 11 4,046,680 3.70
$400,001 - $450,000 10 4,279,136 3.91
$450,001 - $500,000 7 3,305,582 3.02
$550,001 - $600,000 2 1,145,041 1.05
$600,001 - $650,000 2 1,247,683 1.14
$650,001 - $700,000 1 689,919 0.63%
---- ------------ -------
Total 740 $109,322,458 100.00%
---- ------------ -------
---- ------------ -------
(1) As of Reference Date, the average current Mortgage Loan
principal balance is expected to be approximately $147,733.
</TABLE>
<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>
360 740 $109,322,458 100.00%
--- ------------ -------
Total 740 $109,322,458 100.00%
--- ------------ -------
--- ------------ -------
(1) As of the Reference Date, the weighted average remaining term
to maturity of the Mortgage Loans is expected to be
approximately 336 months.
</TABLE>
<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
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C>
60.00 and Below 108 $ 11,863,168 10.85%
60.01 -- 65.00 41 6,623,037 6.06
65.01 -- 70.00 97 12,693,841 11.61
70.01 -- 75.00 104 15,728,587 14.39
75.01 -- 80.00 269 39,885,022 36.49
80.01 -- 85.00 5 1,261,567 1.15
85.01 -- 90.00 82 14,171,925 12.96
90.01 -- 95.00 34 7,095,311 6.49
---- ------------ -------
Total 740 $109,322,458 100.00%
---- ------------ -------
---- ------------ -------
(1) The weighted average original Loan-to-Value Ratio of the
Mortgage Loans is expected to be approximately 75.70%.
</TABLE>
<TABLE>
<CAPTION>
Documentation for Mortgage Loans
- --------------------------------------------------------------------------------------------------
Aggregate
Number of Principal Percent of
Mortgage Balance Mortgage
Type of Program Loans Outstanding Pool
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Full 293 $ 51,843,642 47.42%
Alternative 57 7,142,884 6.53
Reduced 390 50,335,932 46.05
----- ------------ -------
Total 740 $109,322,458 100.00%
----- ------------ -------
----- ------------ -------
</TABLE>
<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>
Arizona 41 $ 5,054,118 4.62%
California 310 51,120,303 46.77
Colorado 33 3,872,575 3.54
Connecticut 7 2,282,657 2.09
Florida 46 4,316,257 3.95
Illinois 14 2,279,296 2.08
Massachusetts 13 2,631,036 2.41
Nevada 24 2,723,187 2.49
New Jersey 30 5,237,622 4.79
New York 36 7,389,145 6.76
Oregon 31 3,116,057 2.85
Texas 35 3,117,773 2.85
Other(1) 120 16,182,432 14.80
--- ------------ -------
Total 740 $109,322,458 100.00%
--- ------------ -------
--- ------------ -------
(1) Other includes 23 other states, the District of Columbia
with under 2% concentration individually. No more than
approximately 1.08% of the Mortgage Loans will be secured by
Mortgaged Properties located in any one postal zip code area.
</TABLE>
<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 534 $ 82,284,909 75.26%
Planned Unit
Development (PUD) 50 9,114,032 8.34
Low Rise Condominium 46 5,693,862 5.21
Townhome 1 40,508 0.04
2-4 Units 102 11,707,886 10.71
High Rise Condominium 7 481,261 0.44
--- ------------ ------
Total 740 $109,322,458 100.00%
--- ------------ ------
--- ------------ ------
</TABLE>
<TABLE>
<CAPTION>
Purpose of Mortgage Loans
- ----------------------------------------------------------------------------------------------------
Number of Aggregate Principal Percent of
Mortgage Balance Mortgage
Loan Purpose Loans Outstanding Pool
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Purchase 444 $ 66,704,061 61.02%
Refinance (Rate or Term) 130 21,136,334 19.33
Refinance (Cash-Out) 166 21,482,063 19.65
--- ------------ -------
Total 740 $109,322,458 100.00%
--- ------------ -------
</TABLE>
<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 495 $ 86,941,522 79.53%
Second Home 32 3,525,379 3.22
Investor 213 18,855,557 17.25
--- ------------ -------
Total 740 $109,322,458 100.00%
--- ------------ -------
(1) Based upon representation of the related Mortgagors at the time of origination.
</TABLE>
EXHIBIT 2
Most Recent Statement to Certificateholders
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 1994-N
Statement to Certificateholders Prepared Pursuant to Section 4.04 of the
Pooling and Servicing Agreement Dated as of August 1, 1994
CUSIP # 126690
Distribution Date: 07/25/96
<TABLE>
<CAPTION> SINGLE TOTAL
4.04(i) Reduction of the Stated Amount of Certificates CERTIFICATE AMOUNT
<S> <C> <C> <C>
Class A-1 Certificates 3Z7 $0.00000000 $0.00
Class A-2 Certificates 4A1 $74.54964891 $538,192.18
Class A-3 Certificates 4B9 $20.12768506 $786,974.37
Class A-4 Certificates 4C7 $0.00000000 $0.00
Class A-5 Certificates 4D5 $0.00000000 $0.00
Class A-6 Certificates 4E3 ($0.00000000) ($0.00)
Class A-7 Certificates 4F0 $0.00000000 $0.00
Class A-8 Certificates 4G8 $0.00000000 $0.00
Class A-9 Certificates 4H6 $0.00000000 $0.00
Class A-10 Certificates 4J2 $0.00000000 $0.00
Class PO Certificates 4K9 $1.17589428 $1,862.13
Class A-R Certificates 4L7 $0.00000000 $0.00
Class B-1 Certificates 4M5 $0.67574168 $4,595.21
Class B-2 Certificates 4N3 $0.67574168 $1,934.82
Class B-3 Certificates 4P8 $0.67574168 $1,451.12
Class B-4 Certificates $0.67574168 $386.96
Class B-5 Certificates $0.67574168 $145.11
Class B-6 Certificates $0.67574168 $677.19
Total $1,336,219.10
Aggregate amount of any Principal Prepayments 1,260,052.35
4.04(ii) Amounts distributed representing interest SINGLE TOTAL
CERTIFICATE AMOUNT
Class A-1 Certificates. $0.00000000 $0.00
Class A-2 Certificates $3.92239909 $28,316.76
Class A-3 Certificates $3.40433693 $133,106.51
Class A-4 Certificates $6.66666650 $132,703.33
Class A-5 Certificates $6.66666667 $153,463.98
Class A-6 Certificates $6.66666721 $40,666.67
Class A-7 Certificates $6.87500000 $34,375.00
Class A-8 Certificates $6.97916633 $68,395.83
Class A-9 Certificates $6.45833400 $32,291.67
Class A-10 Certificates $5.54166723 $15,087.25
Class PO Certificates $0.00000000 N/A
Class A-R Certificates $0.00000000 $0.00
Class B-1 Certificates $6.57898552 $44,738.72
Class B-2 Certificates $6.57898459 $18,837.35
Class B-3 Certificates $6.57898732 $14,128.02
Class B-4 Certificates $6.57898689 $3,767.47
Class B-5 Certificates $6.57896575 $1,412.80
Class B-6 Certificates $6.57898072 $6,593.07
Amount 727,884.43
4.04(iii) Amount of shortfall which is less than the full amount that would be distributed:
Principal 0.00
Interest 0.27
SINGLE TOTAL
4.04(iv) Stated Amount of Certificates after this CERTIFICATE AMOUNT
Distribution
Class A-1 Certificates $0.00000000 $0.00
Class A-2 Certificates $513.81015511 $3,709,321.39
Class A-3 Certificates $490.52286952 $19,179,002.73
Class A-4 Certificates $1,000.00000000 $19,905,500.00
Class A-5 Certificates $1,000.00000000 $23,019,597.00
Class A-6 Certificates $1,000.00000000 $6,100,000.00
Class A-7 Certificates $1,000.00000000 $5,000,000.00
Class A-8 Certificates $1,000.00000000 $9,800,000.00
Class A-9 Certificates $1,000.00000000 $5,000,000.00
Class A-10 Certificates $1,000.00000000 $2,722,511.00
Class PO Certificates $930.86176349 $1,474,099.88
Class A-R Certificates $0.00000000 $0.00
Class B-1 Certificates $986.17211294 $6,706,212.97
Class B-2 Certificates $986.17211294 $2,823,668.15
Class B-3 Certificates $986.17211294 $2,117,751.36
Class B-4 Certificates $986.17211294 $564,733.43
Class B-5 Certificates $986.17211294 $211,775.53
Class B-6 Certificates $986.17211294 $988,284.06
Total Amount 109,322,457.50
4.04(v) The Pool Stated Principal Balance for the following Distribution Date: 109,322,457.51
4.04(vi) Senior Percentage for the following Distribution Date 100.0000000000%
Subordinated Percentage for the following Distribution Date 0.0000000000%
4.04(vii) Amount of the Master Servicing Fees paid to or retained by the Master
Servicer with respect to such Distribution Date 34,580.84
</TABLE>
<TABLE>
<CAPTION>
4.04(viii) Pass-Through Rate for each such Class of Certificates
<S> <C>
Class A-1 Certificates. 8.00000%
Class A-2 Certificates 8.00000%
Class A-3 Certificates 8.00000%
Class A-4 Certificates 8.00000%
Class A-5 Certificates 8.00000%
Class A-6 Certificates 8.00000%
Class A-7 Certificates 8.25000%
Class A-8 Certificates 8.37500%
Class A-9 Certificates 7.75000%
Class A-10 Certificates 6.65000%
Class PO Certificates N/A
Class A-R Certificates 8.00000%
Class B-1 Certificates 8.00000%
Class B-2 Certificates 8.00000%
Class B-3 Certificates 8.00000%
Class B-4 Certificates 8.00000%
Class B-5 Certificates 8.00000%
Class B-6 Certificates 8.00000%
4.04(ix) Amount of Advances included in the distribution on such Distribution Date 23,359.45
Aggregate amount of Advances outstanding as of the close of business to
such Distribution Date 27,967.29
</TABLE>
<TABLE>
<CAPTION>
4.04(x) The number and aggregate principal amounts of Mortgage Loans
delinquent
<S> <C> <C>
30 to 59 days 14 2,215,369.77
60 to 90 days 2 463,854.78
91 or more 1 39,800.58
The number and aggregate principal amounts of Mortgage Loans
in foreclosure
In Foreclosure 3 639,942.64
4.04(xi) Loan number and Stated Principal Balance of any
Mortgage loan that became an REO Property during
the preceding calendar month 0 0.00
4.04(xii) Total number and principal balance of any REO
Properties as of the close of business on the
Determination Date preceding such Distribution Date None None
Loan # and Stated Principal Balance of loans in 2 $404,920.72
Bankruptcy
4.04(xiii) Senior Prepayment Percentage 100.000000000000%
4.04(xiv) Aggregate amount of Realized Losses incurred during
the preceding calendar month 0.00
Aggregate amount of Realized Losses through Distribution Date 0.00
4.04(xv) Special Hazard Loss Coverage Amount $1,381,547.72
Required Fraud Loss Coverage $4,294,892.00
Current Bankruptcy Amount $100,000.00
</TABLE>
