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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): November 21, 1997
CWMBS, INC., (as depositor under the Pooling and
Servicing Agreement, dated as of November 1, 1997,
providing for the issuance of the COUNTRYWIDE HOME LOANS,
INC., Mortgage Pass-Through Certificates, Series 1997-8).
CWMBS, INC.
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(Exact name of registrant as specified in its Charter)
Delaware 333-40145 95-4449516
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
4500 Park Granada
Calabasas, California 91302
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (818) 225-3232
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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 1997-8.
In connection with the offering of the Mortgage Pass-Through
Certificates, Series 1997-8, Deutsche Morgan Grenfell Inc. ("DMG") and
Countrywide Securities Corporation ("CSC"), as underwriters of the
Underwritten Certificates, have prepared certain materials (the "DMG
Computational Materials" and the "CSC Computational Materials", respectively)
for distribution to their potential investors. Although the Company provided
DMG and CSC with certain information regarding the characteristics of the
Mortgage Loans in the related portfolio, the Company did not participate in
the preparation of the DMG Computational Materials or the preparation of the
CSC 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 DMG Computational Materials, which are listed as
Exhibit 99.1 hereto, and the CSC Computational Materials, which are listed as
Exhibit 99.2 hereto, are filed on Form SE dated November 21, 1997.
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* Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the prospectus dated November 21, 1997 and the
prospectus supplement dated November 21, 1997, of CWMBS, Inc., relating to
its Mortgage Pass-Through Certificates, Series 1997-8.
<PAGE>
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 DMG Computational Materials filed on Form SE dated
November 21, 1997.
99.2 CSC Computational Materials filed on Form SE dated
November 21, 1997.
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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: November 24, 1997
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Exhibit Index
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Exhibit Page
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99.1 Deutsche Morgan Grenfell Computational Materials filed
on Form SE dated November 21, 1997.
99.2 Countrywide Securities Corporation Computational Materials
filed on Form SE dated November 21, 1997.
<PAGE>
BROWN & WOOD LLP
One World Trade Center
New York, New York 10048
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
November 24, 1997
BY MODEM
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Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: CWMBS, Inc.
COUNTRYWIDE HOME LOANS, INC.
Mortgage Pass-Through Certificates, Series 1997-8
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Ladies and Gentlemen:
On behalf of CWMBS, Inc. (the "Company"), we enclose herewith for
filing, pursuant to the Securities and Exchange Act of 1934, as amended, the
Company's Current Report on Form 8-K, for Computational Materials in
connection with the above-referenced transaction.
Pursuant to a continuing hardship exemption letter dated November 6,
1996, as provided in Rule 202 of Regulation S-T, and pursuant to Rule 311(i)
of Regulation S-T, Exhibits 99.1 and 99.2 will be filed on Monday,
November 24, 1997 in paper on Form SE.
Very truly yours,
/s/ Bruce S. Kaiserman
Bruce S. Kaiserman/1/
Enclosure
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1 Not yet admitted.
