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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): March 16, 1999
CWMBS, INC. (as depositor under the Trust
Agreement, dated as of March 19, 1999, providing
for the issuance of the CWMBS, INC.,
Resecuritization Mortgage Certificates, Series
1999-5).
CWMBS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 333-53861 95-4449516
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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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<PAGE>
Item 5. Other Events.
Filing of Certain Materials
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 Resecuritization Mortgage Certificates, Series
1999-5 (the "Certificates").
Incorporation of Certain Documents by Reference
The consolidated balance sheets of Financial Security Assurance Inc. and
Subsidiaries as of December 31, 1997 and 1996 and the related consolidated
statements of income, changes in shareholder's equity and cash flows for each
of the three years in the period ended December 31, 1997, incorporated by
reference in the prospectus supplement, have been incorporated by reference in
reliance on the report of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of that firm as experts in accounting and auditing.
In connection with the issuance of the Certificates, the Company is filing
herewith the consent of PricewaterhouseCoopers LLP ("PWC") to the use of their
name and the incorporation by reference of their report in registration
statement (No. 333-53861) and in the prospectus supplement relating to the
issuance of the Certificates. The consent of PWC 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 November 9, 1998 and the
prospectus supplement dated March 16, 1999, of CWMBS, Inc., relating to its
Resecuritization Mortgage Certificates, Series 1999-5.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
23.1 Consent of PWC
<PAGE>
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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Celia Coulter
Vice President
Dated: March 19, 1999
<PAGE>
Exhibit Index
Exhibit Page
23 Consent of PWC 6
<PAGE>
Exhibit 23
Consent of Independent Accountants
We consent to the incorporation by reference in the Prospectus Supplement
of CWMBS, Inc. relating to the Resecuritization Mortgage Trust 1999-5 of our
report dated January 26, 1998 on our audits of the consolidated financial
statements of Financial Security Assurance Inc. 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
March 17, 1999
<PAGE>
BROWN & WOOD LLP
One World Trade Center
New York, New York 10048
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
March 19, 1999
BY MODEM
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Resecuritization Mortgage Trust 1999-5
Resecuritization Mortgage Certificates,
Series 1999-5
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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 certain materials in connection with the
above-referenced transaction.
Very truly yours,
/s/ Amy Sunshine
Amy Sunshine
Enclosure
