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): November 24, 1998
CWMBS, INC., (as depositor under the Pooling and
Servicing Agreement, dated as of November 1, 1998,
providing for the issuance of the CWMBS, INC.,
Mortgage Pass-Through Certificates, Series 1998-21).
CWMBS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 333-53861 95-4496514
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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.
Filing of Computational Materials
In connection with the offering of the Mortgage Pass-Through
Certificates, Series 1998-21, Nomura Securities International, Inc. ("Nomura"),
as one of the Underwriters of the Certificates, has prepared certain materials
(the "Nomura Computational Materials") for distribution to its potential
investors. Morgan Stanley & Co. Incorporated ("Morgan Stanley"), as one of the
underwriters of the Underwritten Certificates, has prepared certain materials
(the "Morgan Stanley Computational Materials") for distribution to its potential
investors. Although the Company provided Nomura 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 Nomura
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
Nomura 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 November 24, 1998.
* Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the prospectus dated November 9, 1998 and the
prospectus supplement dated November 23, 1998, of CWMBS, Inc., relating to its
Mortgage Pass-Through Certificates, Series 1998-21.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
99.1. Nomura Computational Materials filed on Form SE dated November 24, 1998.
99.2. Morgan Stanley Computational Materials filed on Form SE dated November 24,
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
Celia Coulter
Vice President
Dated: November 24, 1998
Exhibit Index
Exhibit Page
99.1. Nomura Computational Materials filed on Form SE dated November
24, 1998.
99.2. Morgan Stanley Computational Materials filed on Form SE dated
November 24, 1998.
EXHIBIT 99.1
Nomura Computational Materials
In accordance with Rule 311(i) of Regulation S-T, the Nomura Computational
Materials are being filed on paper pursuant to Form SE.
EXHIBIT 99.2
Morgan Stanley Computational Materials
In accordance with Rule 311(i) of Regulation S-T, the Morgan Stanley
Computational Materials are being filed on paper pursuant to Form SE.
BROWN & WOOD LLP
One World Trade Center
New York, New York 10048
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
November 24, 1998
BY MODEM
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: CWMBS, Inc.
Mortgage Pass-Through Certificates,
Series 1998-21
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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, the Company's
Current Report on Form 8-K, for Computational Materials in connection with the
above-referenced transaction.
Very truly yours,
/s/ Amy Sunshine
Amy Sunshine
Enclosure
