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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): May 1, 1998
CWMBS, INC. (as depositor under the Pooling and Servicing
Agreement, dated as of May 1, 1998, providing for the issuance
of the CWMBS, INC., Residential Asset Securitization Trust
1998-A7 Mortgage Pass-Through Certificates, Series 1998-G).
CWMBS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 333-45887 95-4449516
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(State or 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) 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 1998-G.
In connection with the offering of the Mortgage Pass-Through
Certificates, Series 1998-G, 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, are filed on Form SE dated May 20, 1998.
/*/ Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the prospectus dated March 18, 1998 and the
prospectus supplement dated May 20, 1998, of CWMBS, Inc., relating to its
Mortgage Pass-Through Certificates, Series 1998-G.
Item 7. Financial Statements, Pro Forma Financial 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 May 20, 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/ Nicholas Krsnich
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Nicholas Krsnich
Vice President
Dated: May 20, 1998
Exhibit Index
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Exhibit Page
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99.1. PaineWebber Computational Materials
filed on Form SE dated May 20, 1998.
BROWN & WOOD LLP
One World Trade Center
New York, New York 10048
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
May 20, 1998
Electronic Filing
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Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: CWMBS, Inc. Residential Asset Securitization
Trust 1998-A7 Mortgage Pass-Through Certificates
Asset Backed Pass-Through Certificates
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Ladies and Gentlemen:
On behalf of CWMBS, Inc. (the "Company"), we enclose herewith for
filing, pursuant to the Securities and Exchange Act of 1934, as amended, the
Company's Current Report on Form 8-K, for Computational Materials in
connection with the above-referenced transaction.
Pursuant to a continuing hardship exemption letter dated November 6,
1996, as provided in Rule 202 of Regulation S-T, Exhibit 99.1 will be filed
today, Wednesday, May 20, 1998, in paper on Form SE.
Very truly yours,
/s/ Naji Massouh
Naji Massouh
Enclosure
