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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): April 24, 1998
CWMBS, INC., (as depositor under the Pooling and
Servicing Agreement, dated as of April 1, 1998, providing
for the issuance of the CWMBS, INC., Mortgage Pass-
Through Certificates, Series 1998-5).
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 1998-5.
In connection with the offering of the Mortgage Pass-Through
Certificates, Series 1998-5, PaineWebber Incorporated ("PWI"), as one of the
underwriters of the Underwritten Senior Certificates, has prepared certain
materials (the "PWI Computational Materials") for distribution to its
potential investors. Similarly, 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 PWI 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 the
PWI 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 PWI Computational Materials, listed as Exhibit
99.1 hereto, and the CSC Computational Materials, listed as Exhibit 99.2
hereto, are filed on Form SE dated April 24, 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 April 24, 1998, of CWMBS, Inc., relating to its
Mortgage Pass-Through Certificates, Series 1998-5.
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 PWI Computational Materials.
filed on Form SE dated April 24, 1998.
99.2 CSC Computational Materials.
filed on Form SE dated April 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/ Nicholas Krsnich
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Nicholas Krsnich
Vice President
Dated: April 27, 1998
Exhibit Index
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Exhibit Page
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99.1 PWI Computational Materials
filed on Form SE dated April 24, 1998.
99.2 CSC Computational Materials
filed on Form SE dated April 24, 1998.
BROWN & WOOD LLP
One World Trade Center
New York, New York 10048
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
April 27, 1998
BY MODEM
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Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: CWMBS, Inc. Mortgage Pass-Through Certificates,
Series 1998-5
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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 Tuesday, April 28, 1998 in paper on Form SE.
Very truly yours,
/s/ Amy Sunshine
Amy Sunshine
Enclosure
