CWMBS INC
8-K, 1997-03-26
ASSET-BACKED SECURITIES
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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): September 25, 1996

                                   CWMBS, INC.

                                   (Depositor)

     (Issuer in respect of Mortgage Pass-Through Certificates, Series 1996-C)

               (Exact name of registrant as specified in charter)

    Delaware                    33-63714                 95-4449516
- --------------------------------------------------------------------------------
   (State or other            (Commission File No.      (I.R.S. Employer
    jurisdiction of                                      Identification No.)
    organization)



   155 N. Lake Avenue, Pasadena, CA                             911009-7137
- --------------------------------------------------------------------------------
(Address of principal executive offices)                         (Zip Code)


Registrant's Telephone Number, including area code:  (818)-304-4428

                                 Not Applicable
- --------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)



<PAGE>


Item 5.  Other Events

                                   CWMBS, INC.
                       Mortgage Pass-Through Certificates
                                  Series 1996-E

On September 25, 1996, The Bank of New York, as Trustee for CWMBS, Inc. Mortgage
Pass-Through  Certificates,  Series  1996-C,  made  a  monthly  distribution  to
Certificateholders  of  principal  and/or  interest  pursuant to the Pooling and
Servicing  Agreement,  dated as of  February  1,  1996,  among  CWMBS,  Inc.  as
Depositor, Independent National Mortgage Corporation, Seller and Master Servicer
and The Bank of New York, as Trustee.

Item 7.  Financial Statements and Exhibits

                    (c) Exhibits

Exhibit No.         Description

     1              Report to  Holders  of CWMBS,  Inc.,  Mortgage  Pass-Through
                    Certificates Series 1996-C relating to the distribution date
                    of September 25, 1996  prepared by The Bank of New York,  as
                    Trustee under the Pooling and Servicing  Agreement  dated as
                    of February 1, 1996.
<PAGE>
                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

Dated:  September 25, 1996


                                        CSMBS, INC.


                                    By: /s/ Jonathan Chayes
                                        -------------------
                                        Name:  Jonathan Chayes
                                        Assistant Treasurer
                                        The Bank of New York,
                                        as Trustee

<PAGE>
                                 EXHIBIT INDEX

Exhibit                                       Page

1.      Monthly Remittance Statement dated      5
        September 25, 1996


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 1996-C
RESIDENTIAL ASSET SECURITIZATION TRUST 1996-A1

STATEMENT TO CERTIFICATEIIOLDERS PREPARED PURSUANT TO SECTION 4.03 OF THE
POOLING AND SERVICING AGREEMENTS DATED FEBRUARY 1, 1996
CUSIP #126691

                                        Distribution Date              09/25/96

<TABLE>
<CAPTION>

                                                                                   SINGLE                  TOTAL
4.03(i) Reduction of the Stated Amount of                                       CERTIFICATE                AMOUNT
Certificates
     <S>                                         <C>                                  <C>                  <C>      
     Class A-1 Certificates.                     QX5                                  $43.07637603         $2,2l8,261.06
     Class A-2 Certificates.                     QY3                                   $0.00000000                 $0.00
     Class A-3 Certificates.                     QZ0                                   $0.00000000                 $0.00
     Class A-4 Certificates.                     RA4                                   $0.00000000                 $0.00
     Class A-5 Certificates.                     RB2                                   $0.00000000                 $0.00
     Class A-6 Certificates.                     RC0                                   $0.00000000                 $0.00
     Class A-7 Certificates.                     RD8                                   $0.00000000                 $0.00
     Class A-8 Certificates.                     RE6                                   $0.00000000                 $0.00
     Class A-9 Certificates.                     PF3                                   $0.00000000                 $0.00
     Class R Certificates.                       RG1                                   $0.00000000                 $0.00
     Class OC Certificates.                                                                                        $0.00

                                                 Total Amount                                               2,218,261.06

Aggregate amount of any Principal Prepayments                                                               2,044.183.30
</TABLE>

<TABLE>
<CAPTION>

4.03(ii) Amount of distribution representing
interest.                                                                          SINGLE                  TOTAL
                                                                                CERTIFICATE                AMOUNT
     <S>                                                                               <C>                   <C>        
     Class A-1 Certificates.                                                           $3.42527206           $176,387.81
     Class A-2 Certificates.                                                           $5.08333333           $222,944.83
     Class A-3 Certificates.                                                           $5.12500000           $177,975.88
     Class A-4 Certificates.                                                           $5.29166667            $15,607.13
     Class A-5 Certificates.                                                           $5.54166667           $125,529.83
     Class A-6 Certificates.                                                           $5.87500000           $280,584.13
     Class A-7 Certificates.                                                           $5.91666667            $81,022.83
     Class A-8 Certificates.                                                           $6.12500000           $158,660.14
     Class A-9 Certificates.                                                           $5.83333333           $175,000.00
     Class R Certificates.                                                             $0.00000000                 $0.00
     Class OC Certificates.                                                                                  $507,789.77

                                                 Total Amount                                               2,064,502.35
</TABLE>

4.03(iii) Amount of interest shortfall                                     0.00

<TABLE>
<CAPTION>

4.03(iv) Stated Amount of Certificates after
this Distribution
                                                       ORIGINAL                    SINGLE                  TOTAL
                                                       BALANCE                  CERTIFICATE                AMOUNT
     <S>                                                   <C>                       <C>                  <C>           
     Class A-1 Certificates.                               51,496,000.00             $653.58912032        $33,657,225.34
     Class A-2 Certificates.                               43,858,000.00           $1,000.00000000        $43,858,000.00
     Class A-3 Certificates.                               34,727,000.00           $1,000.00000000        $34,727,000.00
     Class A-4 Certificates.                               29,973,000.00           $1,000.00000000        $29,973,000.00
     Class A-5 Certificates.                               22,652,000.00           $1,000.00000000        $22,652,000.00
     Class A-6 Certificates.                               47,759,000.00           $1,000.00000000        $47,759,000.00
     Class A-7 Certificates.                               13,694,000.00           $1,000.00000000        $13,694,000.00
     Class A-8 Certificates.                               25,903,697.00           $1,000.00000000        $25,903,697.00
     Class A-9 Certificates.                               30,000,000.00           $1,000.00000000        $30,000,000.00
     Class R Certificates.                                        200.00               $0.00000000                 $0.00
     Class OC Certificates.                                                                                $2,700,566.08

                                                                                             Total       $282,223,922.34
</TABLE>

4.03(v) The Pool Stated Principal Balance for                   $284,924,488.41
the following Distribution Date

4.03(vi) Amount of the Mastcr Servicing Fees                          90,366.56
paid to or retained by the Master Servicer
with respect to such Distribution Date

<TABLE>
<CAPTION>

4.03(vii) Pass-Through Rate and for each Class
of Certificates
     <S>                                                                                                     <C>        
     Class A-1 Certificates.                                                                                 5.90000000%
     Class A-2 Certificates.                                                                                 6.10000000%
     Class A-3 Certificates.                                                                                 6.15000000%
     Class A-4 Certificates.                                                                                 6.35000000%
     Class A-5 Certificates.                                                                                 6.65000000%
                                                                                                             7.05000000%
     Class A-6 Certificates.
     Class A-7 Certificates.                                                                                 7.10000000%
     Class A-8 Certificates.                                                                                 7.35000000%
     Class A-9 Certificates.                                                                                 7.00000000%
     Class R Certificates.                                                                                   7.00000000%
</TABLE>

4.03(viii) Amount of Advances included in the                         66,722.94
           distribution on such Distribution Date
           Aggregate amount of Advances outstanding as of             87,602.92
           the close of business on such Distribution Date
<TABLE>
<CAPTION>

4.03(ix) The number and aggregate principal
amounts of Mortgaee Loans delinquent
                                  <S>                                                           <C>         <C>         
                                  30 to 59 days                                                 43          6,207,688.61
                                  60 to 89 days                                                 12          1,501,502.24
                                     90 or more                                                  3            526,613.70
</TABLE>

<TABLE>
<CAPTION>

The number and aggregate principal amounts of
Mortgage Loans in foreclosure
                                 <S>                                                             <C>          <C>
                                 In foreclosure                                                  4            612,471.03
</TABLE>

4.03(xi) Loan number and Stated Principal                 #153245    430,000.00
         Balance of any Mortgage loan that became an
         REO Property during the preceding calendar
         month.

4.03(xii) Total number and principal balance               1         430,000.00
          of any REO Properties as of the close of
          business on the Determination Date preceding
          such Distribution Date

4.03(xiv) Aggregate amount of Realized Losses                              0.00
          incurred during the preceding calendar month
          Aggregate amount of Realized Losses through                      0.00
          Distribution Date

          Class OC Interest Accrued                                 $446,508.81
          Class OC Adjustment from 08/25/96 Distribution             $61,280.96
          Class OC Interest Paid                                    $507,789.77

4.03(xv)  Special Hazard Loss Coverage Amount                     2,187,382.00
          Required Fraud Loss Coverage                             2,413,945.00
          Current Bankruptcy Amount                                   75,000.00





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