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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): February 25, 1998
CWMBS, INC., (as depositor under the Pooling and
Servicing Agreement, dated as of February 1, 1998,
providing for the issuance of the COUNTRYWIDE HOME LOANS,
INC., Mortgage Pass-Through Certificates, Series 1998-3).
CWMBS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 333-40145 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) 225-3232
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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 1998-3.
In connection with the offering of the Mortgage Pass-Through
Certificates, Series 1998-3, Donaldson, Lufkin & Jenrette Securities
Corporation ("DLJ"), as underwriters of the Underwritten Certificates, have
prepared certain materials (the "DLJ Computational Materials") for
distribution to their potential investors. Similarly Countrywide Securities
Corporation ("CSC"), as underwriters of the Underwritten Certificates, have
prepared certain materials (the "CSC Computational Materials") for
distribution to their potential investors. Although the Company provided DLJ
and CSC with certain information regarding the characteristics of the
Mortgage Loans in the related portfolio, the Company did not participate in
the preparation of either the DLJ Computational Materials or 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 DLJ Computational Materials, which are listed as
Exhibit 99.1 hereto, are filed on Form SE dated February 26, 1998. The CSC
Computational Materials, which are listed as Exhibit 99.2 hereto, are filed
on Form SE dated February 26, 1998.
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* Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the prospectus dated January 27, 1998 and the
prospectus supplement dated February 26, 1998, of CWMBS, Inc., relating to
its Mortgage Pass-Through Certificates, Series 1998-3.
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 DLJ Computational Materials filed on Form SE dated February 26,
1998.
99.2 CSC Computational Materials filed on Form SE dated February 26,
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: February 26, 1998
Exhibit Index
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Exhibit Page
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99.1 Donaldson, Lufkin & Jenrette Securities Corporation
Computational Materials filed on Form SE dated
February 26, 1998.
99.2 Countrywide Securities Corporation Computational
Materials filed on Form SE dated February 26, 1998.
