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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 26 , 1998
CWMBS, INC., (as depositor under the Pooling and
Servicing Agreement, dated as of October 1, 1998,
providing for the issuance of the CWMBS, INC.,
Mortgage Pass-Through Certificates, Series 1998-19).
CWMBS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 333-53861 95-4449516
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(State of Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
4500 Park Granada
Calabasas, California 91302
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (818) 225-3240
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Item 5. Other Events.
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Filing of Computational Materials
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In connection with the offering of the Mortgage Pass-Through
Certificates, Series 1998-19, PaineWebber Incorporated ("PaineWebber"), as one
of the Underwriters of the Certificates, has prepared certain materials (the
"PaineWebber Computational Materials") for distribution to its potential
investors. Morgan Stanley & Co. Incorporated ("Morgan Stanley"), as one of the
underwriters of the Underwritten Senior Certificates, has prepared certain
materials (the "Morgan Stanley Computational Materials") for distribution to
its potential investors. Although the Company provided PaineWebber and Morgan
Stanley 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 or the Morgan Stanley
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 and the
Morgan Stanley Computational Materials, listed as Exhibit 99.2 hereto are
filed on Form SE dated October 27, 1998.
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* Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the prospectus dated August 14, 1998 and the
prospectus supplement dated October 26, 1998, of CWMBS, Inc., relating to its
Mortgage Pass-Through Certificates, Series 1998-19.
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
October 27, 1998.
99.2. Morgan Stanley Computational Materials filed on Form SE dated
October 27, 1998.
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 / Celia Coulter
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Celia Coulter
Vice President
Dated: October 27, 1998
Exhibit Index
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Exhibit Page
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99.1. PaineWebber Computational Materials filed on Form SE 4
dated October 27, 1998.
99.2. Morgan Stanley Computational Materials filed on Form SE 26
dated October 27, 1998.
EXHIBIT 99.1
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EXHIBIT 99.2
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[insert computational materials here]