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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 28, 1997
CWMBS, INC., (as depositor under the Pooling and
Servicing Agreement, dated as of April 1, 1997, providing
for the issuance of the CWMBS, INC., Residential Asset
Securitization Trust 1997-A4, Mortgage Pass-Through
Certificates, Series 1997-D).
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-D.
In connection with the offering of the Mortgage Pass-Through
Certificates, Series 1997-D, Salomon Brothers Inc ("Salomon"), as the
underwriter of the Underwritten Senior Certificates, has prepared certain
materials (the "Salomon Computational Materials") for distribution to its
potential investors and Donaldson, Lufkin & Jenrette Securities Corporation
("DLJ") as the underwriter of the Class B-1, Class B-2 and Class B-3
Certificates, has prepared certain materials (the "DLJ Computational
Materials") for distribution to its investors. Although the Company provided
Salomon and DLJ with certain information regarding the characteristics of the
Mortgage Loans in the related portfolio, the Company did not participate in
the preparation of the Salomon Computational Materials or the DLJ
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 Salomon Computational Materials and the DLJ
Computational Materials, listed as Exhibit 99.1 and Exhibit 99.2 hereto,
respectively, 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 28, 1997, of CWMBS, Inc., relating to its
Mortgage Pass-Through Certificates, Series 1997-D.
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:
99.1 Salomon Computational Materials.
(filed on Form SE dated April 28, 1997).
99.2 DLJ 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 28, 1997
Exhibit Index
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Exhibit Page
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99.1 Salomon Computational Materials.
(filed on Form SE dated April 28, 1997).
99.2 DLJ Computational Materials.
(filed on Form SE dated April 28, 1997).
