CWMBS INC
8-K, 1997-03-25
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): December 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-C

On December 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-A relating to the distribution date
                    of December  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:  December 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
        December 25, 1996


4.03(i) Reduction of the Stated Amount of Certificates
<TABLE>
<CAPTION>
                                               SINGLE             TOTAL
                                               CERTIFICATE        AMOUNT
           <S>                         <C>          <C>                <C>

           Class A-1 Certificates      QX5     $65.90832938       $3,394,015.33
           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      RF3      $0.00000000               $0.00
           Class R Certificates        RG1      $0.00000000               $0.00

                                          Total Amount             3,394,015.33

   Aggregate amount of any Principal Prepayments                   3,218,623.56

</TABLE>
<TABLE>
<CAPTION>

4.03(ii) Amount of distribution representing interest.

                                         SINGLE              TOTAL
                                       CERTIFICATE           AMOUNT
         <S>                               <C>                 <C>

 Class A-1 Certificates                $2.79414459         $143,887.27
 Class A-2 Certificates                $5.08333326         $222,944.83
 Class A-3 Certificates                $5.12500000         $177,975.88
 Class A-4 Certificates                $5.29166667         $158,607.13
 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


                                  Total Amount             1,524,212.04

</TABLE>

4.03(iii) Amount of interest shortfall                             0.00

4.03(iv) Stated Amount of Certificates after this Distribution
<TABLE>
<CAPTION>
                                ORIGINAL              SINGLE              TOTAL
                                BALANCE            CERTIFICATE            AMOUNT
<S>                          <C>                   <C>                <C>           
Class A-1 Certificates       51,496,000.00         $502.39227979      $25,871,192.84
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      $46,759,000.00
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             $0.000000               $0.00

                                                             Total    274,437,889.84
</TABLE>
           
4.03 (v)  The Pool Stated Principal Balance
          for the following Distribution Date                   $277,138,455.91
                                                                          
          Amount of Over-collateralization                        $2,700,566.07

4.03(vi)  Amount of the Master Servicing Fees paid to or retained by the 
          Master Servicer with respect to such Distribution Date      29,222.13

4.03(vii) Pass-Through Rate and for each Class of Certificates

      Class A-1 Certificates                        5,90000000%
      Class A-2 Certificate                         6.10000000%
      Class A-3 Certificates                        6.15000000%
      Class A-4 Certificates                        6.35000000%
      Class A-5 Certificates                        6.65000000%
      Class A-6 Certificates                        7.05000000%
      Class A-7 Certificates                        7.10000000%
      Class A-8 Certificates                        7.35000000%
      Cass A-9 Certificates                         7.00000000%
      Class R Certificates                          7.00000000%

4.03(viii)     Amount of Advances included in the distribution on such 
               Distribution Date                    65,944.39

               Aggregate amount of Advances outstanding      
               as of the close of business on such
               Distribution Date                     83,937.85

4.03(ix) The number and aggregate principal amounts of Mortgage Loans delinquent

                   30 to 59 days            50                    6,580,612.66
                   60 to 89 days             6                      971,958.07
                     90  or more             5                      639,781.67
                  
The number and aggregate principal amounts of Mortgage Loans in foreclosure

                   In foreclosure           10                    1,502,028.78


4.03(x) The aggregate dollar amount of Scheduled Payments for each of Mortgage
        Loan for the preceeding 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

4.03(xi) Loan number and Stated Principal Balance of any Mortgage loan that
         became an REO Property during the preceding calendar month
                                             0                            0.00

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

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

4.03(xv)       Net Excess Cash Flow                                       $0.00
               MBIA Premium Amount                                        $0.00
               Current Subordinated Amount                                $0.00
               Required Subordinated Amount                       $2,700,566.07

               Special Hazard Loss Coverage Amount                 2,805,324.71
               Required Fraud Loss Coverage                        2,413,945.00
               Current Bankruptcy Amount                              75,000.00




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