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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 28, 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.,
Alternative Loan Trust 1998-3
Mortgage Pass-Through Certificates, Series 1998-8).
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 1998-8.
In connection with the offering of the Mortgage Pass-Through
Certificates, Series 1998-8, Countrywide Securities Corporation ("CSC"), as
underwriters of the Underwritten Certificates, has prepared certain materials
(the "CSC Computational Materials") for distribution to their potential
investors. Although the Company provided CSC with certain information regarding
the characteristics of the Mortgage Loans in the related portfolio, the Company
did not participate in the preparation of the CSC 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
CSC Computational Materials, listed as Exhibit 99.1 hereto, are filed on Form SE
dated May 28, 1998.
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* 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 28, 1998, of CWMBS, Inc., relating to its
Mortgage Pass-Through Certificates, Series 1998-8.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
99.1 CSC Computational Materials.
filed on Form SE dated May 28, 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 28, 1998
Exhibit Index
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Exhibit Page
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99.1 CSC Computational Materials filed on Form SE dated May 28,
1998.
BROWN & WOOD LLP
One World Trade Center
New York, New York 10048
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
May 27, 1998
BY MODEM
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: CWMBS, Inc., Alternative Loan Trust 1998-3
Mortgage Pass-Through Certificates,
Series 1998-8
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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, Exhibits 99.1 and 99.2 will be
filed on May 28, 1998 in paper on Form SE.
Very truly yours,
/s/ Amy Sunshine
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Amy Sunshine
Enclosure
