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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): February 25, 1997
CWMBS, INC., (as depositor under the Pooling and
Servicing Agreement, dated as of February 1, 1997,
providing for the issuance of the CWMBS, INC.,
Residential Asset Securitization Trust 1997-A2, Mortgage
Pass-Through Certificates, Series 1997-B).
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-B.
In connection with the offering of the Mortgage Pass-Through
Certificates, Series 1997-B, PaineWebber Incorporated ("PaineWebber"), as the
underwriter of the Underwritten Certificates, has prepared certain materials
(the "PaineWebber Computational Materials") for distribution to its potential
investors. Although the Company provided PaineWebber with certain
information regarding the characteristics of the Mortgage Loans in the
related portfolio, the Company did not participate in the preparation of the
PaineWebber 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 PaineWebber Computational Materials, listed as
Exhibit 99.1 hereto, respectively, are filed on Form SE dated February 25,
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 February 25, 1997, of CWMBS, Inc., relating to
its Mortgage Pass-Through Certificates, Series 1997-B.
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 PaineWebber Computational Materials.
(filed on Form SE dated February 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
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David A. Spector
Vice President
Dated: February 25, 1997
Exhibit Index
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Exhibit Page
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99.1 PaineWebber Computational Materials.
(filed on Form SE dated February 25, 1997).
