_________________________________________________________________
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): July 25, 1997
CWMBS, INC., (as depositor under the Pooling and
Servicing Agreement, dated as of July 1, 1997, providing
for the issuance of the COUNTRYWIDE HOME LOANS, INC.,
Mortgage Pass-Through Certificates, Series 1997-5).
CWMBS, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 333-26425 95-4449516
- ---------------------------- ----------- -----------------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
155 North Lake Avenue
Pasadena, California 91101
------------------------ ----------
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (818) 304-5591
----- --------
_________________________________________________________________
Item 5. Other Events.
- ---- ------------
Filing of Computational Materials
- ---------------------------------
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 1997-5.
In connection with the offering of the Mortgage Pass-Through
Certificates, Series 1997-5, Bear, Stearns & Co. Inc. ("Bear Stearns"), and
Countrywide Securities Corporation ("CSC") as underwriters of the
Underwritten Certificates, have prepared certain materials (the "Bear Stearns
Computational Materials" and the "Countrywide Securities Corporation
Computational Materials" respectively) for distribution to their potential
investors. Although the Company provided Bear Stearns and CSC and with
certain information regarding the characteristics of the Mortgage Loans in
the related portfolio, the Company did not participate in the preparation of
the Bear Stearns Computational Materials or the preparation of the
Countrywide Securities Corporation 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 Bear Stearns Computational Materials, which are
listed as Exhibit 99.1 hereto, and the Countrywide Securities Corporation
Computational Materials, which are listed as Exhibit 99.2 hereto, are filed
on Form SE dated July 25, 1997.
- -------------------
* Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the prospectus dated May 27, 1997 and the
prospectus supplement dated July 25, 1997, of CWMBS, Inc., relating to its
Mortgage Pass-Through Certificates, Series 1997-5.
Item 7. Financial Statements, Pro Forma Financial
- ---- -----------------------------------------
Information and Exhibits.
------------------------
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
P 99.1 Bear Stearns Computational Materials.
filed on Form SE dated July 25, 1997.
P 99.2 Countrywide Securities Corporation Computational
Materials filed on Form SE dated July 25, 1997.
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
-------------------------------
David A. Spector
Vice President
Dated: July 25, 1997
Exhibit Index
-------------
Exhibit Page
- ------- ----
99.1 Bear Stearns Computational Materials filed on Form SE dated July
25, 1997.
99.2 Countrywide Securities Corporation Computational Materials filed
on Form SE dated July 25, 1997.
