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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): April 25, 1997
CWMBS, INC., (as depositor under the Pooling and
Servicing Agreement, dated as of April 1, 1997, providing
for the issuance of the COUNTRYWIDE HOME LOANS, INC.,
Mortgage Pass-Through Certificates, Series 1997-3).
CWMBS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 333-08389 95-4449516
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
155 North Lake Avenue
Pasadena, California 91101
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (818) 304-5591
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Item 5. Other Events.
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Filing of Computational Materials
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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 1997-3.
In connection with the offering of the Mortgage Pass-Through
Certificates, Series 1997-3, Donaldson Lufkin & Jenrette Securities
Corporation ("DLJ"), and Countrywide Securities Corporation ("CSC") as
underwriters of the Underwritten Certificates, have prepared certain
materials (the "Donaldson Lufkin & Jenrette Computational Materials" and the
"Countrywide Securities Corporation Computational Materials" respectively)
for distribution to their potential investors. Although the Company provided
DLJ 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 Donaldson Lufkin & Jenrette 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 Donaldson Lufkin & Jenrette 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 April 28, 1997.
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* Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the prospectus dated September 9, 1996 and the
prospectus supplement dated April 25, 1997, of CWMBS, Inc., relating to its
Mortgage Pass-Through Certificates, Series 1997-3.
Incorporation of Certain Documents by Reference
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Pursuant to Rule 411 of Regulation C under the Securities Act of 1933
and in reliance on Financial Security Assurance Inc., SEC No-Action Letter
(July 16, 1993), Financial Asset Securities Corp. (the "Registrant") will
incorporate by reference the financial statements of Financial Security
Assurance, Inc., into the Registrant's registration statement (File No. 333-
08389). The financial statements will be referred to in the prospectus
supplement relating to CWMBS, Inc. Mortgage Pass-Through Certificates, Series
1997-3. In connection with the incorporation of such documents by reference,
the Registrant is hereby filing the consent of Coopers & Lybrand L.L.P.
("Coopers & Lybrand") to the use of their name in such prospectus supplement.
The consent of Coopers & Lybrand is attached hereto as Exhibit 23.
Item 7. Financial Statements, Pro Forma Financial
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Information and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
23. The Consent of Coopers & Lybrand L.L.P.
P 99.1 Donaldson Lufkin & Jenrette Computational Materials.
filed on Form SE dated April 28, 1997.
P 99.2 Countrywide Securities Corporation Computational Materials filed on
Form SE dated April 28, 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
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David A. Spector
Vice President
Dated: April 25, 1997
Exhibit Index
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Exhibit Page
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23. The Consent of Coopers & Lybrand L.L.P.
99.1 Donaldson Lufkin & Jenrette Computational Materials filed on
Form SE dated April 28, 1997.
99.2 Countrywide Securities Corporation Computational Materials filed
on Form SE dated April 28, 1997.
EXHIBIT 23: CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus Supplement
dated April 25, 1997 (to Prospectus dated September 9, 1996) of CWMBS, Inc.
relating to Mortgage Pass-Through Certificates, Series 1997-3 of our report
dated January 24, 1997 on our audits of the consolidated financial statements
of Financial Security Assurance Inc. and Subsidiaries as of December 31, 1996
and 1995 and for each of the three years in the period ended December 31,
1996. We also consent to the reference to our firm under the caption
"Experts".
\s\ Coopers & Lybrand L.L.P.
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COOPERS & LYBRAND L.L.P.
New York, New York
April 25, 1997
BROWN & WOOD LLP
One World Trade Center
New York, New York 10048
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
April 25, 1997
BY MODEM
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Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: CWMBS, Inc.
COUNTRYWIDE HOME LOAN, INC.
Mortgage Pass-Through Certificates, Series 1997-3
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Ladies and Gentlemen:
On behalf of CWMBS, Inc. (the "Company"), we enclose herewith for
filing, pursuant to the Securities and Exchange Act of 1934, as amended, the
Company's Current Report on Form 8-K, for Computational Materials in
connection with the above-referenced transaction.
Pursuant to a continuing hardship exemption letter dated November 6,
1996, as provided in Rule 202 of Regulation S-T, ExhibitS 99.1 and 99.2 will
be filed on Monday, April 28, 1997 in paper on Form SE.
Very truly yours,
/s/ Kirill A. Stein
Kirill A. Stein
Enclosure
