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): October 25, 1996

                                   CWMBS, INC.

                                   (Depositor)

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

               (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-J

On October 25, 1996, The Bank of New York, as Trustee for CWMBS,  Inc.  Mortgage
Pass-Through  Certificates,  Series  1996-J,  made  a  monthly  distribution  to
Certificateholders  of  principal  and/or  interest  pursuant to the Pooling and
Servicing  Agreement,  dated as of July 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-Jprepared by The Bank of New York,
                    as Trustee under the Pooling and Servicing  Agreement  dated
                    as of July 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:  October 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
        October 25, 1996


THE BANK OF NEW YORK
CORPORATE TRUST AND AGENCY SERVICES      Revised
101 BARCLAY STREET                        11/19/96
NEW YORK, NEW YORK 10286

CWMBS, INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1996-J

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


                           Distribution Date 10/25/96
<TABLE>
<CAPTION>
                                                                                         SINGLE                TOTAL
Reduction of the Stated Amount of Certificates                                      CERTIFICATE               AMOUNT
<S>                                                              <C>               <C>                   <C>        
   Class A-1 Certificates.                                     YH1                 $19.92881418          $583,336.32
   Class A-2 Certificates.                                     YJ7                  $0.00000000                $0.00
   Class A-3 Certificates.                                     YK4                  $0.00000000                $0.00
   Class A-4 Certificates.                                     YL2                  $0.00000000                $0.00
   Class A-5 Certificates.                                     YM0                  $0.00000000                $0.00
   Class A-6 Certificates.                                     YN8                  $0.00000000                $0.00
   Class A-7 Certificates.                                     YP3                  $0.00000000                $0.00
   Class A-8 Certificates.                                     YQ1                  $0.00000000                $0.00
   Class A-9 Certificates.                                     YR9                  $0.00000000                $0.00
   Class A-10 Certificates.                                    YS7                 $15.50329591          $265,152.87
   Class A-11 Certificates.                                    YT5                  $0.00000000                $0.00
   Class PO Certificates.                                      YV0                  $0.88836565              $217.73
   Class A-R Certificates.                                     YU2                  $0.00000000                $0.00
   Class X Certificates.                                       YW8                  $0.00000000                $0.00
   Class B-1 Certificates.                                     YX6                  $0.54397721            $4,201.68
   Class B-2 Certificates.                                     YY4                  $0.54397721            $2,100.84
   Class B-3 Certificates.                                     YZ1                  $0.54397680            $1,313.16
   Class B-4 Certificates.                                     N/A                  $0.54397790              $787.68
   Class B-5 Certificates.                                     N/A                  $0.54398964              $209.98
   Class B-6 Certificates.                                     N/A                  $0.54397543              $578.06


                                                                                          Total           857,898.32
</TABLE>
Aggregate amount of any Principal Prepayments                      $753,905.24

                                               SINGLE                TOTAL
Amounts distributed representing interest   CERTIFICATE             AMOUNT
   Class A-1 Certificates.                       $5.54185610     $162,215.67
   Class A-2 Certificates.                       $6.16666652     $143,128.33
   Class A-3 Certificates.                       $6.35416649     $121,745.83
   Class A-4 Certificates.                       $6.35416695      $56,329.69
   Class A-5 Certificates.                       $6.35416637      $89,295.10
   Class A-6 Certificates.                       $6.35416700      $63,541.67
   Class A-7 Certificates.                       $6.35416650      $64,342.29
   Class A-8 Certificates.                       $0.12083350       $2,416.67
   Class A-9 Certificates.                       $6.16666650     $123,333.33
   Class A-10 Certificates.                      $7.20846460     $123,286.37
   Class A-11 Certificates.                      $6.35416687     $153,605.63
   Class PO Certificates.                        $0.00000000           $0.00
   Class A-R Certificates.                       $7.10000000           $0.71
   Class X Certificates.                         $0.97124140     $181,192.20
   Class B-1 Certificates.                       $6.35079234      $49,053.52
   Class B-2 Certificates.                       $6.35079234      $24,526.76
   Class B-3 Certificates.                       $6.35079122      $15,330.81
   Class B-4 Certificates.                       $6.35079420       $9,195.95
   Class B-5 Certificates.                       $6.35080311       $2,451.41
   Class B-6 Certificates.                       $6.35079034       $6,748.72

                                                       Total    1,391,740.66

Amount  of  shortfall  which  is  less  than  the  full  amount  that  would  be
distributed:
     Principal                                                        $0.00
      Interest                                                        $0.00

Stated Amount of Certificates after this Distribution

<TABLE>
<CAPTION>
                                        ORIGINAL             SINGLE                TOTAL
                                         BALANCE           CERTIFICATE             AMOUNT
<S>                                     <C>                   <C>                 <C>           
   Class A-1 Certificates.              29,271,000.00         $930.10368112       $27,225,064.85
   Class A-2 Certificates.              23,210,000.00       $1,000.00000000       $23,210,000.00
   Class A-3 Certificates.              19,160,000.00       $1,000.00000000      .$19,160,000.00
   Class A-4 Certificates.               8,865,000.00       $1,000.00000000        $8,865,000.00
   Class A-5 Certificates.              14,053,000.00       $1,000.00000000       $14,053,000.00
   Class A-6 Certificates.              10,000,000.00       $1,000.00000000       $10,000,000.00
   Class A-7 Certificates.              10,126,000.00       $1,000.00000000       $10,126,000.00
   Class A-8 Certificates.              20,000,000.00       $1,000.00000000       $20,000,000.00
   Class A-9 Certificates.              20,000,000.00       $1,000.00000000       $20,000,000.00
   Class A-10 Certificates.             17,103,000.00         $945.62529849       $16,173,029.48
   Class A-11 Certificates.             24,174,000.00       $1,000.00000000       $24,174,000.00
   Class PO Certificates.                  245,090.52         $998.22869526          $244,656.39
   Class A-R Certificates.                     100.00       $1,000.00000000              $100.00
   Class X Certificates.               186,557,327.00         $984.00573476      $183,573,479.63
   Class B-1 Certificates.               7,724,000.00         $998.92507380        $7,715,697.27
   Class B-2 Certificates.               3,862,000.00         $998.92507509        $3,857,848.64
   Class B-3 Certificates.               2,414,000.00         $998.92507457        $2,411,405.13
   Class B-4 Certificates.               1,448,000.00         $998.92507597        $1,446,443.51
   Class B-5 Certificates.                 386,000.00         $998.92505181          $385,585.07
   Class B-6 Certificates.               1,062,658.29         $998.92507308        $1,061,516.01

                                                              Total              $190,109,346.35
</TABLE>

The Pool Stated Principal Balance for the following       90,109,346.35
Distribution Date:

Senior Percentage for the following Distribution Date     0.9929457185%
Subordinated Percentage for the following Distribution    9.0070542815%
Date

Amount of the Master Servicing Fees paid to or               S40,790.98
retained by the Master Servicer with respect to such
Distribution Date

Pass-Through Rate for each such Class of Certificates
   Class A-1 Certificates.                                     7.00000%
   Class A-2 Certificates.                                     7.40000%
   Class A-3 Certificates.                                     7.62500%
   Class A-4 Certificates.                                     7.62500%
   Class A-5 Certificates.                                     7.62500%
   Class A-6 Certificates.                                     7.62500%
   Class A-7 Certificates.                                     7.62500%
   Class A-8 Certificates.                                     0.14500%
   Class A-9 Certificates.                                     7.40000%
   Class A-10 Certificates.                                    9.00000%
   Class A-11 Certificates.                                    7.62500%
   Class PO Certificates.                                           N/A
   Class A-R Certificates.                                     7.62500%
   Class X Certificates.                                       1.17896%
   Class B-1 Certificates.                                     7.62500%
   Class B-2 Certificates.                                     7.62500%
   Class B-3 Certificates.                                     7.62500%
   Class B-4 Certificates.                                     7.62500%
   Class B-5 Certificates.                                     7.62500%
   Class B-6 Certificates.                                     7.62500%

Amount of  Advances  included  in the  distribution  on      $20,527.44
this Distribution Date

Aggregate amount of Advances  outstanding as of the $20,527.44 close of business
on such Distribution Date.

A.  The  number  and  aggregate  principal  amounts  of
Mortgage Loans delinquent

          30 to 59 days                    19        $2,481,163.07
          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

       In foreclosure                     0                $0.00



Loan number and Stated Principal Balance for any       0                $0.00
Mortgage Loan that became an REO Property during the
preceding calendar month
                                                                        .
Total number and principal balance of any REO                            $0.00
Properties as of the close of business on the
Determination Date preceding such Distribution Date.

Senior Prepayment Percentage for following                    100.000000000000%
Distribution Date

Aggregate amount of Realized Losses incurred during                      $0.00
preceding month
                                                                         $0.00
Aggregate amount of Realized Losses through                              $0.00
Distribution Date

                    Special Hazard Loss Coverage Amount           $1,909,672.00
                           Required Fraud Loss Coverage           $5,793,115.00
                            Current Bankruptcy Coverage             $125,000.00





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