CWMBS INC
8-K, 1997-03-31
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): May 25, 1996

                                   CWMBS, INC.

                                   (Depositor)

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

               (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-B

On May 25,  1996,  The Bank of New York,  as Trustee  for CWMBS,  Inc.  Mortgage
Pass-Through  Certificates,  Series  1996-B,  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-B relating to the distribution date
                    of May 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:  May 25, 1996


                                        CWMBS, 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
        May 25, 1996

0127995.01

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-B

STATEMENT TO CERTIFICATEHOLDERS PREPARED PURSUANT TO SECTION 4.04 OF THE
POOLING AND SERVICING AGREEMENTS DATED FEBRUARY 1. 1996
CUSIP #126691
                           Distribution Date 05/25/96


<TABLE>
<CAPTION>
4.06(i)Reduction of the Stated Amount of Certificates                   SINGLE                  TOTAL
                                                                        CERTIFICATE             AMOUNT
<S>                         <C>                           <C>               <C>                 <C>        
                    Class A-1 Certificates.             RH9                 $9.63739608         $904,315.42
                    Class A-2 Certificates.             RJ5                 $O.00000000               $0.00
                    Class A-3 Certificates.             RK2                 $2.88824120          $35,730.43
                    Class X Certificates.               RM8                         N/A                 N/A
                    Class A-R Certificates.             RN6                 $O.00000000               $0.00
                    Class B-1 Certificates.             RP1                 $2.88824120          $10,458.50
                    Class B-2 Certificates.             RQ9                 $2.88824120           $4,357.71
                    Class B-3 Certificates.             RR7                 $2.88824120           $2,614.52
                    Class B-4 Certificates.                                 $2.88824120           $1,220.11
                    Class B-5 Certificates.                                 $2.88824120             $871.51
                    Class B-6 Certificates.                                 $2.88816582           $1,394.63

                                                                           Total Amount          960,962.83

Aggregate amount of any Principal Prepayments                                                   618,825.64
</TABLE>

<TABLE>
<CAPTION>
4.06(ii)Amount of distribution representing interest.                   SINGLE                  TOTAL
                                                                        CERTIFICATE             AMOUNT
<S>                         <C>                                             <C>                 <C>        
                    Class A-1 Certificates.                                 $5.35929148         $502,883.76
                    Class A-2 Certificates.                                 $5.52083333          $40,026.04
                    Class A-3 Certificates.                                 $5.49250634          $67,947.80
                    Class X Certificates.                                   $1.22895440         $148,331.39
                    Class A-R Certificates.                                 $0.00000000               $0.00
                    Class B-1 Certificates.                                 $5.49250634          $19,888.71
                    Class B-2 Certificates.                                 $5.49250634           $8,286.97
                    Class B-3 Certificates.                                 $5.49250634           $4,971.98
                    Class B-4 Certificates.                                 $5.49250634           $2,320.25
                    Class B-5 Certificates.                                 $5.49250634           $1,657.33
                    Class B-6 Certificates.                                 $5.49250634           $2,652.20

                                                                        Total Amount             798,966.42
</TABLE>

4.06(iii)  Amount of interest shortfall                              0.00

4.06(iv)Stated Amount of Certificates after this Distribution
<TABLE>
<CAPTION>
                                                  ORIGINAL              SINGLE                  TOTAL
                                                  BALANCE               CERTIFICATE             AMOUNT
<S>                         <C>                    <C>                    <C>                <C>           
                    Class A-1 Certificates.        93,834,000.00          $961.10219302      $90,184,063.18
                    Class A-2 Certificates.         7,250,000.00        $1,000.00000000       $7,250,000.00
                    Class A-3 Certificates.        12,371,000.00          $991.98083219      $12,271,794.88
                    Class X Certificates.         120,697,228.67          $968.45563206     $116,889,910.88
                    Class A-R Certificates.               100.00            $0.00000000               $0.00
                    Class B-1 Certificates.         3,621,063.00          $991.98083219       $3,592,025.09
                    Class B-2 Certificates.         1,508,778.00          $991.98083219       $1,496,678.86
                    Class B-3 Certificates.           905,229.00          $991.98083219         $897,969.82
                    Class B-4 Certificates.           422,440.00          $991.98083219         $419,052.38
                    Class B-5 Certificates.           301,743.00          $991.98083219         $299,323.27
                    Class B-6 Certificates.           482,875.67          $991.98083219         $479,003.41


                                                                          Total               $116,889,910.88
</TABLE>



<PAGE>




4.06(v) The Pool Stated Principal  Balance for the following  Distribution  Date
     $116,889,910.88


4.06(vi)  Senior   Percentage   for  this   Distribution   Date   93.8863670586%
          Subordinated Percentage for this Distribution Date       6.1136329414%

4.06(vii)     Amount of the Master Servicing Fees paid to or retained by
              the Master Servicer with respect to such Distribution Date
                                                                       36,899.52

4.06(viii)     Pass-Through Rate and for each Class of Certificates
                Class A-1 Certificates.                 6.62500000%
                Class A-2 Certificates.                 6.62500000%
                Class A-3 Certificates.                 6.62500000%
                Class X Certificates.                   1.51036358%
                Class A-R Certificates.                 6.62500000%
                Class B-1 Certificates.                 6.62500000%
                Class B-2 Certificates.                 6.62500000%
                Class B-3 Certificates.                 6.62500000%
                Class B-4 Certificates.                 6.62500000%
                Class B-5 Certificates.                 6.62500000%
                Class B-6 Certificates.                 6.62500000%


4.06(ix) Amount of Advances  included in the  distribution on such  Distribution
     Date                                                             25,174.99

     Aggregate  amount of  Advances  outstanding  as of the close of business on
     such Distribution Date.                                          29,186.67 


4.06(x) The number and aggregate principal amounts of Mortgage Loans delinquent
             30 to 59 days              17            $2,083,223.85
             60 to 89 days              2               $363,513.27
             90 or more                 1                $18,852.27

       The number and aggregate principal amounts of Mortgage Loans in 
       foreclosure and delinquent
           30 to 59 days              17           $2,083,223.85
           60 to 89 days              2              $363,513.27
           90 or more                 18           $2,102,076.12

4.06(xi) The aggregate dollar amount of Scheduled  Payments for each of Mortgage
     Loan for the  preceding  12 calendar  months or all  calendar  months since
     cut-off date
       
(a)  All outstanding Mortgage loans on each Due Date 0.00

(b)  Delinquent 60 days or more on each of the Due Dates 0.00

4.06(xii) Loan number and Stated  Principal  Balance of any  Mortgage  loan that
     became an REO Property during the preceding calendar month. $0.00 

4.06(xiii) Total number and  principal  balance of any REO  Properties as of the
     close  of  business  on  the   Determination   Date  preceding  such
     Distribution Date. $0.00  

4.06(xiv)     Senior Prepayment Percentage                   100.0000000000%

4.06(xv)      Aggregate amount of Realized Losses incurred during the preceding
              calendar month. $0.00

              Aggregate amount of Realized Losses through Distribution Date
                              $0.00
4.06(xvi)     Special Hazard Loss Coverage Amount               2,181,009.20
              Required Fraud Loss Coverage                      2,413,945.00
              Current Bankruptcy Amount                            75,000.00


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