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-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 October 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-C relating to the distribution date
                    of October  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:  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
101 BARCLAY STREET
NEW YORK, NEW YORK 10286

CWMBS, INC.       10/25/96
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1996-C
RESIDENTIAL ASSET SECURITIZATION TRUST 1996-A1

STATEMENT TO CERTIFICATEHOLDERS PREPARED PURSUANT TO SECTION 4.03 OF THE
POOLING AND SERVICING AGREEMENTS DATED FEBRUARY 1, 1996
CUSIP #126691
                                            Distribution Date        10/25/96
4.03(i)
Reduction of the Stated                          SINGLE               TOTAL
Amount of Certificates                         CERTIFICATE            AMOUNT
Class A-1 Certificates.          QX5          $46.27348454       $2,382,899.36
Class A-2 Certificates.          QY3           $0.00000000               $0.00
Class A-3 Certificates.          QZ0           S0.00000000               $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                     2,382,899.36

          Aggregate amount of any Principal Prepayments           2,207,762.80


4.03(ii)
Amount of distribution                            SINGLE              TOTAL
representing interest.                          CERTIFICATE           AMOUNT
Class A-1 Certificates.                         $3.21347988        $165,481.36
Class A-2 Certificates.                         $5.08333333        $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                    1,545,806.13


4.03(iii) Amount of interest shortfall                                    0.00

4.03(iv)
Stated Amount of Certificates    ORIGINAL         SINGLE             TOTAL
after this Distribution          BALANCE        CERTIFICATE          AMOUNT
Class A-1 Certificates.       51,496,000.00     $607.31563578   $31,274,325.98
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   $47,759,000.00
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       $0.00000000            $0.00


                                              Total            $279,841,022.98

<PAGE>

4.03(v)     The Pool Stated Principal Balance for
            the following Distribution Date                    $282,541,589.05
            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                   21,897.12


4.03(vii)   Pass-Through Rate and for each 
            Class of Certificates
            Class A-1 Certificates.                                5.90000000%
            Class A-2 Certificates.                                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%
            Class A-9 Certificates.                                7.00000000%
            Class R Certificates.                                  7.00000000%


4.03(viii)  Amount of Advances included in the
            distribution on such Distribution Date                   72,114.60

            Aggregate amount of Advances outstanding
            as of the close of business on such
            Distribution Date                                        97,899.27


4.03(ix)    The number and aggregate principal
            amounts of Mortgage Loans delinquent
                                   30 to 59 days        36        6,509,412.26
                                   60 to 89 days        12        1,633,012.82
                                      90 or more         6          770,985.68


            The number and aggregate principal
            amounts of Mortgage Loans in foreclosure

                                   In foreclosure        6          866,629.25


4.03(x)     The aggregate dollar amount of Scheduled
            Payments for each of Mortgage  Loan  for
            the preceeding 12 calender months or all
            calender months since cut-off date

            (a) All outsanding 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      #153245    430,000.00
            Property during the preceding calendar
            month.


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

<PAGE>


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                           0.00
            Required Fraud Loss Coverage                          2,413,945.00
            Current Bankruptcy Amount                                75,000.00


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