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): November 25, 1996

                                   CWMBS, INC.

                                   (Depositor)

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

               (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 1996-1

On November 25, 1996, The Bank of New York, as Trustee for CWMBS,  Inc. Mortgage
Pass-Through  Certificates,  Series  1996-1,  made  a  monthly  distribution  to
Certificateholders  of  principal  and/or  interest  pursuant to the Pooling and
Servicing Agreement,  dated as of March 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 1996-1 relating to the distribution date
                    of November  25, 1996  prepared by The Bank of New York,  as
                    Trustee under the Pooling and Servicing  Agreement  dated as
                    of March 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:  November 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
        November 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 1996-01  CUSIP # 126691

STATEMENT TO CERTIFICATEHOLDERS PREPARED PURSUANT TO SECTION 4.04 OF THE
POOLING AND SERVICING AGREEMENT DATED MARCH 1, 1996
CUSIP # 126691                                         Distribution Date11/25/96


4.04(i)           Reduction of the Stated Amount Of Certificates
                                              SINGLE CERTIFICATE    TOTAL AMOUNT
Class A-1 Certificates.     SW5                  $11.28531141        $442,929.49
Class A-2 Certificates.     SX3                   $0.00000000              $0.00
Class A-3 Certificates.     SY1                  $29.58067609        $280,696.93
Class A-4 Certificates.     SZ8                   $0.00000000              $0.00
Class A-5 Certificates.     TA2                   $0.00000000              $0.00
Class A-6 Certificates.     TB0                   $0.73869000          $8,233.86
Class A-7 Certificates.     N/A                   $0.00000000              $0.00
Class X Certificates.       TD6                   $0.00000000              $0.00
Class A-R Certificates.     TE4                   $0.00000000              $0.00
Class PO Certificates.      TC8                   $0.95780886          $1,525.58
Class B-1 Certificates.     TF1                   $0.73868861          $2,956.70
Class B-2 Certificates.     TG9                   $0.73868971          $1,970.89
Class B-3 Certificates.     TH7                   $0.73868747          $1.511.29
Class B-4 Certificates.                           $0.73869021            $657.21
Class B-5 Certificates.                           $0.73868821            $393.73
Class B-6 Certificates.                           $0.73868436            $396.40
                                         Total Amount                 741,272.08
Aggregate Amount of any
Principal Prepayments                                                 544,143.27


4.04(ii)          Amounts Distributed representing interest
                                 SINGLE CERTIFICATE           TOTAL AMOUNT
Class A-1 Certificates.                $5.21253383             $189,954.28
Class A-2 Certificates.                $5.58333312              $86,988.33
Class A-3 Certificates.                $5.47154899             $249,607.67
Class A-4 Certificates.                $5.24137105              $15,100.39
Class A-5 Certificates.                $5.61575495              $16,178.99
Class A-6 Certificates.                $6.01543182              $66,120.66
Class A-7 Certificates.                $6.95494724             $265,79O.21
Class X Certificates.                  $0.40552565              $59,316.10
Class A-R Certificates.                $0.00000000                   $0.00
Class PO Certificates.                 $0.00000000                   $0.00
Class B-1 Certificates.                $6.01543291              $23,743.33
Class B-2 Certificates.                $6.01543107              $15,826.88
Class B-3 Certificates.                $6.01543338              $12,136.15
Class B-4 Certificates.               $10.04096958               $5,277.63
Class B-5 Certificates.                $6.01543726               $3,161.77
Class B-6 Certificates.                $6.01543012               $3,183.19
                                             Total Amount     1,012,385.58


4.04(iii)         Amount of shortfall which is less than the full amount that
                  would be distributed:
                    Principal                               0.00
                    Interest                                0.00


4.04(iv)              Stated Amount of Certificates after this Distribution
                          ORIGINAL BALANCE    SINGLE CERTIFICATE    TOTAL AMOUNT
Class A-1 Certificates.   $36,881,000.00      $936.44808709      $34,094,212.41
Class A-2 Certificates.   $15,580,000.00    $1,000.00000000      $15,580,000.00
Class A-3 Certificates.   $47,050,000.00      $943.13914899      $44,094,000.03
Class A-4 Certificates.    $2,881,000.00      $898.52072544       $2,588,638.21
Class A-5 Certificates.    $2,881,000.00      $898.52072544       $2,588,638.21
Class A-6 Certificates.   $11,000,000.00      $994.91897000      $10,935,874.81
Class A-7 Certificates.   $48,239,000.00      $997.69689629      $48,197,221.01
Class X Certificates.    $148,297,622.57       975.55504291     $142,598,323.39
Class A-R Certificates.        $1,000.00        $0.00000000               $0.00
Class PO Certificates.       $535,587.03      $983.93319943         $525,456.28
Class B-1 Certificates.    $3,950,000.00      $994.91896962       $3,926,973.23
Class B-2 Certificates.    $2,633,000.00      $994.91897076       $2,617,650.76
Class B-3 Certificates.    $2,019,000.00      $994.91897474       $2,007,230.12
Class B-4 Certificates.      $878,000.00      $994.91896355         $872,881.64
Class B-5 Certificates.      $526,000.00      $994.91897338         $522,933.65
Class B-6 Certificates.      $529,563.13      $994.91898161         $526,476.01
                               Total Amount                      $169,078,186.37

4.04(v)  Tne Pool Stated Principal Balance for the following Distribution Date:
                                                              169,078,186.41

4.04(vi) Senior Percentage for the following Distribution Date
                                                             93.864821635142%
         Subordinated Percentage for the following Distribution Date
                                                              6.135178364858%

4.04(vii)Amount of the Master Servicing Fees paid to or retained by the Master
         Servicer with respect to such Distribution Date
                                                                    35,364.61

4.04(viii)        Pass-Through Rate for each such Class of Certificates
                  Class A-1 Certificates.                   6.60000%
                  Class A-2 Certificates.                   6.70000%
                  Class A-3 Certificates.                   6.75000%
                  Class A-4 Certificates.                   7.00000%
                  Class A-5 Certificates.                   7.50000%
                  Class A-6 Certificates.                   7.25000%
                  Class A-7 Certificates.                   7.25000%
                  Class X Certificates.                     0.49882%
                  Class A-R Certificates.                   7.25000%
                  Class PO Certificates.                    0.00000%
                  Class B-1 Certificates.                   7.25000%
                  Class B-2 Certificates.                   7.25000%
                  Class B-3 Certificates.                   7.25000%
                  Class B-4 Certificates.                   7.25000%
                  Class B-5 Certificates.                   7.25000%
                  Class B-6 Certificates.                   7.25000%

4.04(ix) Amount of Advances included in the distribution on this Distribution
         Date
                                                                    4,472.98
         Aggregate amount of Advances outstanding as of the close of business
         on such Distribution Date
                                                                    4,472.98

4.04(x)  A. The number and aggregate principal amounts of Mortgage Loans
            delinquent
            30 to 59 days                   3                 590,841.17
            60 to 89 days                   0                       0.00
              90 or more                    0                       0.00

         B. The number and aggregate principal amounts of Mortgage Loans in
            foreclosure and delinquent
            In Foreclosure                  4               1,192,063.76


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

4.04(xiii) Senior Prepayment Percentage for following Distribution Date
                                                         100.000000000000%

4.04(xiv)  Aggregate amount of Realized Losses incurred during preceding month
                                                                         None
           Aggregate amount of Realized Losses through Distribution Date
                                                                         0.00

4.04(xv)
         Special Hazard Loss Coverage Amount                     3,760,049.30
         Required Fraud Loss Coverage                            8,000,007.24
         Current Bankruptcy Coverage                                50,000.00





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