CWMBS INC
8-K, 1997-03-25
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): December 25, 1996

                                   CWMBS, INC.

                                   (Depositor)

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

               (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-B

On December 25, 1996, The Bank of New York, as Trustee for CWMBS,  Inc. Mortgage
Pass-Through  Certificates,  Series  1996-B,  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-B relating to the distribution date
                    of December  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:  December 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
        December 25, 1996

THE BANK OF NEW YORK
CORPORATE TRUST AND AGENCY SERVICES
101 BARCLAY STREET
NEW YORK, NEW YORK 10286

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

STATEMENT TO CERTIFICATEHOLDERS PREPARED PURSUANT TO SECTION 4.06 OF THE POOLING
AND SERVICING AGREEMENTS DATED JANUARY 1, 1995
CUSIP #126691                       Distribution Date                   11/26/96

<TABLE>
<CAPTION>
                                                                                      SINGLE                   TOTAL
4.06(i)     Reduction of the Stated Amount of Certificates                         CERTIFICATE                 AMOUNT
<S>             <C>                                               <C>                 <C>                     <C>          
                Class A-1 Certificates.                            RH9                $11.83048551            $1,110,101.78
                Class A-2 Certificates.                            RJ5                 $0.00000000                    $0.00
                Class A-3 Certificates.                            RK2                 $3.09353817               $38,270.16
                Class X Certificates.                              RM8                         N/A                      N/A
                Class A-R Certificates.                            RN6                 $0.00000000                    $0.00
                Class B-1 Certificates.                            RP1                 $3.09353817               $11,201.90
                Class B-2 Certificates.                            RQ9                 $3.09353818                $4,667.46
                Class B-3 Certificates.                            RR7                 $3.09353818                $2,800.36
                Class B-4 Certificates.                                                $3.09353819                $1,306.83
                Class B-5 Certificates.                                                $3.09353818                  $933.45
                Class B-6 Certificates.                                                $3.09353828                $1,493.79

                                                                                  Total                       $1,170,775.74
            Aggregate amount of any Principal Prepayments                                                       $814,977.71

</TABLE>

<TABLE>
<CAPTION>

                                                                                      SINGLE                   TOTAL
4.06(ii)    Amounts distributed representing interest                               CERTIFICATE                 AMOUNT
<S>             <C>                                                                    <C>                     <C>
                Class A-1 Certificates.                                                $5.04038240              $472,959.24
                Class A-2 Certificates.                                                $5.52083333               $40,026.04
                Class A-3 Certificates.                                                $5.37719464               $66,521.27
                Class X Certificates.                                                  $1.16259304              $140,321.76
                Class A-R Certificates.                                                $0.00000000                    $0.00
                Class B-1 Certificates.                                                $5.37719464               $19,471.16
                Class B-2 Certificates.                                                $5.37719465                $8,112.99
                Class B-3 Certificates.                                                $5.37719467                $4,867.59
                Class B-4 Certificates.                                                $5.37719468                $2,271.54
                Class B-5 Certificates.                                                $5.37719467                $1,622.53
                Class B-6 Certificates.                                                $5.37719483                $2,596.52

                                                                                  Total                         $758,770.65
</TABLE>




<PAGE>


CWMBS, INC.  1996-B
            12/26/96

3


4.06(iii)  Amount of shortfall which is less than the full amount that would be
distributed:
<TABLE>
<CAPTION>
                                       Principal                                                                      $0.00
                                       Interest                                                                       $0.00


4.06(iv)    Stated Amount of Certificates after this Distribution
                                                                  ORIGINAL              SINGLE                 TOTAL
                                                                   BALANCE            CERTIFICATE              AMOUNT
<S>             <C>                                           <C>                    <C>                   <C>
                Class A-1 Certificates.                          93,834,000.00         $901.14443996         $84,557,987.38
                Class A-2 Certificates.                           7,250,000.00       $1,000.00000000          $7,250,000.00
                Class A-3 Certificates.                          12,371,000.00         $970.88888646         $12,010,866.41
                Class X Certificates.                           120,697,228.67         $918.41508916        $110,850,156.03
                Class A-R Certificates.                                 100.00           $0.00000000                  $0.00
                Class B-1 Certificates.                           3,621,063.00         $970.88888778          $3,515,649.83
                Class B-2 Certificates.                           1,508,778.00         $970.88888953          $1,464,855.80
                Class B-3 Certificates.                             905,229.00         $970.88889199            $878,876.78
                Class B-4 Certificates.                             422,440.00         $970.88889483            $410,142.30
                Class B-5 Certificates.                             301,743.00         $970.88889199            $292,958.93
                Class B-6 Certificates.                             482,875.67         $970.88892096            $468,818.64

                                                                                  Total                      110,850,156.07
</TABLE>
<TABLE>
<CAPTION>
<S>         <C>                                                                                             <C>   

4.06(v)     The Pool Stated Principal Balance for the following Distribution Date.                           110,850,156.03

4.06(vi)    Senior Percentage for the following Distribution Date                                            93.6569306480%
            Subordinated Percentage for the following Distribution Date                                       6.3430693520%

4.06(vii)    Amount of the Master Servicing Fees paid to or retained by the Master Servicer with                 $32,144.62
             respect to such Distribution Date


4.06(viii)   Pass-Through Rate and Original Class Balance for each Class of Certificates
                 Class A-1 Certificates.                                                                        6.25000000%
                 Class A-2 Certificates.                                                                        6.25000000%
                 Class A-3 Certificates.                                                                        6.25000000%
                 Class X Certificates.                                                                          1.51904261%
                 Class A-R Certificates.                                                                        6.25000000%
                 Class B-1 Certificates.                                                                        6.25000000%
                 Class B-2 Certificates.                                                                        6.25000000%
                 Class B-3 Certificates.                                                                        6.25000000%
                 Class B-4 Certificates.                                                                        6.25000000%
                 Class B-5 Certificates.                                                                        6.25000000%
                 Class B-6 Certificates.                                                                        6.25000000%

4.06(ix)     Amount of Advances included in the distribution on such Distribution Date                           $25,206.09
             Aggregate amount of Advances outstanding as of the close of business on such                        $28,765.86
             Distribution Date










4.06(x)      The number and aggregate principal amounts of Mortgage Loans delinquent
                                                                  30 to 59 days                    21         $2,227,807.94
                                                                  60 to 89 days                     2            $93,807.62
                                                                     90 or more                     2           $128,492.72

             The number and aggregate principal amounts of Mortgage Loans in foreclosure

                                                                 In foreclosure                     3           $383,692.35

                                                                     Bankruptcy                     0                 $0.00

4.06(xi)     The aggregate dollar amount of Scheduled Payments for each of Mortgage
             Loan for the preceding 12 calendar months or all calendar months since cut-off date
             (a) All outstanding Mortgage loans on each Due Date                                                          0
             (b) Delinquent 60 days or more on each of the Due Dates                                                      0

4.06(xii)    Loan number and Stated Principal Balance of any Mortgage loan
             that became an REO Property during the preceding calendar month.                       0                  0.00

4.06(xiii)   Total number and principal balance of any REO Properties as of the close
             of business on the Determination Date preceding such Distribution Date.                0                  0.00

4.06(xiv)    Senior Prepayment Percentage                                                                       100.000000%

4.06(xv)     Aggregate amount of Realized Losses incurred during the preceding                                        $0.00
             calendar month.
             Aggregate amount of Realized Losses through Distribution Date                                            $0.00

4.06(xvi)    Special Hazard Loss Coverage Amount                                                              $2,128,446.84
             Required Fraud Loss Coverage                                                                     $2,413,945.00
             Current Bankruptcy Amount                                                                           $75,000.00

</TABLE>


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