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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): September 25, 1998
CWMBS, INC., (as depositor under the Pooling and Servicing
Agreement, dated as of September 1, 1998, providing for the
issuance of the CWMBS, INC., Residential
Asset Securities Trust 1998-A12, Mortgage Pass-Through Certificates, Series
1998-L).
CWMBS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 333-53861 95-4596514
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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 Certain Materials
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Pursuant to Rule 424(b)(5) 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 a
prospectus supplement with the Securities and Exchange Commission (the
"Commission") relating to its Mortgage Pass-Through Certificates, Series 1998-L
(the "Certificates").
Incorporation of Certain Documents by Reference
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The consolidated financial statements of MBIA Insurance Corporation and
its subsidiaries as of December 31, 1997 and December 31, 1996, and for each of
the three years in the period ended December 31, 1997, included in the Annual
Report on Form 10-K of MBIA Inc. and the consolidated financial statements of
MBIA Insurance Corporation and its subsidiaries as of June 30, 1998, and for the
six-month periods ended June 30, 1998 and June 30, 1997, included in the
Quarterly Report on Form 10-Q of MBIA Inc. for the period ended June 30, 1998
are hereby incorporated by reference in (i) this Current Report on Form 8-K;
(ii) the prospectus; and (iii) the prospectus supplement for CWMBS, Inc.,
Residential Asset Securitization Trust 1998-A12 Mortgage Pass-Through
Certificates, Series 1998-L, and shall be deemed to be part hereof and thereof.
In connection with the issuance of the Certificates, the Company is filing
herewith the consent of Pricewaterhouse PricewaterhouseCoopers LLP to the use of
their name and the incorporation by reference of their report in the prospectus
supplement relating to the issuance of the Certificates. The consent of Coopers
is attached hereto as Exhibit 23.1
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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 September 25, 1998, of CWMBS, Inc., relating to its
Mortgage Pass-Through Certificates, Series 1998-L.
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Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
23.1 Consent of PricewaterhouseCoopers LLP
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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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Name: Celia Coulter
Title: Vice President
Dated: September 25, 1998
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Exhibit Index
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Exhibit Page
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23.1 Consent of PricewaterhouseCoopers LLP
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Prospectus Supplement
of CWMBS, Inc. relating to Residential Asset Securitization Trust 1998-A12, of
our report dated February 3, 1998, on our aduits of the consolidated financial
statements of MBIA Insurance Corporation and Subsidiaries as of December 31,
1997 and 1996, and for each of the three years in the period ended December 31,
1997. We also consent to the reference to our firm under the caption "Experts".
/s/ PricewaterhouseCoopers LLP
New York, New York
September 25, 1998
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BROWN & WOOD LLP
One World Trade Center
New York, New York 10048
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
September 25, 1998
BY MODEM
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: CWMBS, Inc.
Residential Asset Securitization Trust 1998-A12
Mortgage Pass-Through Certificates, Series 1998-L
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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 in connection with the above-referenced
transaction.
Very truly yours,
/s/ Bruce S. Kaiserman
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Bruce S. Kaiserman
Enclosure
