SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the period ended March 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________ to ______________
Commission File Number 1-8972
COUNTRYWIDE MORTGAGE INVESTMENTS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-3983415
(State or other jurisdiction of (I. R. S. Employer Identification No.)
incorporation or organization)
35 NORTH LAKE AVENUE, PASADENA, 91101-1857
CALIFORNIA
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (800) 669-2300
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
requirements for the past 90 days. Yes X No _____
--------
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the close of the period covered by this report.
Common stock outstanding as of March 31, 1994: 32,132,044 shares
1
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
COUNTRYWIDE MORTGAGE INVESTMENTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLAR AMOUNTS IN THOUSANDS)
(UNAUDITED)
MARCH 31, 1994 DECEMBER 31, 1993
------------------------- -------------------
(RESTATED) (RESTATED)
ASSETS
Mortgage assets
Mortgage loans held for sale $779,355 $794,132
Collateral for CMOs (market value $320,967 in 1994 and
$413,000 in 1993) 323,974 402,503
Revolving warehouse lines of credit 67,160 92,058
Cash 6,025 7,099
Investment in and advances to CMC 107,106 90,394
Other assets 9,152 10,552
------------------------- -------------------
Total assets $ 1,292,772 $ 1,396,738
========================= ===================
LIABILITIES AND SHAREHOLDERS' EQUITY
Reverse-repurchase agreements $740,682 $770,334
Collateralized mortgage obligations 289,882 365,886
Accounts payable and accrued liabilities 9,827 9,910
------------------------- -------------------
Total liabilities 1,040,391 1,146,130
Commitments and contingencies - -
Shareholders' equity
Common stock - authorized, 60,000,000 shares of
$.01 par value; issued and outstanding, 32,132,044 shares
in 1994 and 32,020,484 in 1993 321 320
Additional paid-in capital 257,162 256,587
Cumulative earnings 77,359 72,306
Cumulative distributions to shareholders (82,461) (78,605)
------------------------- -------------------
Total shareholders' equity 252,381 250,608
------------------------- -------------------
Total liabilities and shareholders' equity $ 1,292,772 $ 1,396,738
========================= ===================
The accompanying notes are an integral part of these statements.
COUNTRYWIDE MORTGAGE INVESTMENTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
-----------------------------------
1994 1993
-------------- --------------
(RESTATED) (RESTATED)
REVENUES
Interest income
Mortgage loans held for sale $11,232 $1,455
Collateral for CMOs 6,249 11,481
Revolving warehouse lines of credit 1,641 -
Adjustable-rate mortgage-backed securities - 674
Advances to CMC 617 -
-------------- --------------
Total interest income 19,739 13,610
Interest expense
Reverse-repurchase agreements 7,109 504
Collateralized mortgage obligations 8,643 13,421
-------------- --------------
Total interest expense 15,752 13,925
Net interest income (expense) 3,987 (315)
Equity in earnings of CMC 1,789 -
Gain on sale of mortgage loans and securities - 917
Other, net (46) -
Net revenues 5,730 602
EXPENSES
General and administrative 576 376
Management fees to affiliate 101 108
-------------- --------------
Total expenses 677 484
-------------- --------------
NET EARNINGS $ 5,053 $ 118
============== ==============
EARNINGS PER SHARE $0.16 $0.01
============== ==============
Weighted average shares outstanding 32,107,771 13,980,792
============== ==============
The accompanying notes are an integral part of these statements.
COUNTRYWIDE MORTGAGE INVESTMENTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLAR AMOUNTS IN THOUSANDS)
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
-------------------------------------
1994 1993
---------------- ----------------
(RESTATED)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 5,053 $ 118
Adjustments to reconcile net earnings
to net cash provided by operating activities:
Amortization 2,325 1,537
Gain on sale of mortgage securities - (917)
Equity in earnings of CMC (1,789) -
Change in other assets and liabilities 1,226 (5,613)
---------------- ----------------
Net cash provided by (used in) operating activities 6,815 (4,875)
CASH FLOWS FROM INVESTING ACTIVITIES:
Collateral for CMOs:
Purchases of mortgage loans subsequently securitized - (145,746)
Principal payments on collateral 70,417 93,560
Net change in GICs held by trustees 6,374 20,441
Proceeds from sale of collateral for CMOs, net - 2,641
---------------- ----------------
76,791 (29,104)
Decrease in short term investments - (24,000)
Purchases of mortgage loans held for sale (1,755,462) (105,291)
Proceeds from sale of mortgage loans 1,764,772 86,669
Principal payments on mortgage loans 5,466 -
Net increase in revolving warehouse lines of credit 24,898 -
Investment in CMC (1,310) -
Net advances to CMC (13,613) -
---------------- ----------------
Net cash provided by (used in) investing activities 101,542 (71,726)
CASH FLOWS FROM FINANCING ACTIVITIES:
Collateralized mortgage obligations:
Proceeds from issuance of securities - 143,160
Principal payments on securities (76,499) (109,977)
---------------- ----------------
(76,499) 33,183
Net (decrease) increase in reverse-repurchase agreement (29,652) 45,477
Net proceeds from issuance of common stock 576 -
Cash dividends paid (3,856) (1,678)
---------------- ----------------
Net cash (used in) provided by financing activities (109,431) 76,982
---------------- ----------------
Net (decrease) increase in cash (1,074) 381
Cash at beginning of period 7,099 27
---------------- ----------------
Cash at end of period $ 6,025 $ 408
================ ================
Supplemental cash flow information:
Cash paid for interest $ 11,792 $ 14,282
================ ================
Cash paid for income taxes - -
================ ================
The accompanying notes are an integral part of these statements.
COUNTRYWIDE MORTGAGE INVESTMENTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1994
(UNAUDITED)
NOTE A - BASIS OF PRESENTATION
The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Rule 10-01 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. The consolidated financial statements include the accounts of
Countrywide Mortgage Investments, Inc. and its qualified REIT subsidiaries
("CMI"). The mortgage loan conduit operations are primarily conducted through
Countrywide Mortgage Conduit, Inc. ("CMC"), a taxable corporation. Previously,
CMC was consolidated with CMI for financial reporting purposes; the 1994
financial statements have been restated to account for CMC on a method similar
to the equity method. CMC is not consolidated for income tax purposes. As used
herein, the "Company" includes CMI and CMC.
All significant intercompany balances and transactions have been eliminated in
consolidation. Certain reclassifications have been made to the financial
statements for the period ended March 31, 1993 to conform to the March 31, 1994
financial statement presentation.
In the opinion of management, all adjustments (consisting of normal recurring
adjustments) considered necessary for a fair presentation have been included.
Operating results for the three months ended March 31, 1994 are not necessarily
indicative of the results that may be expected for the year ending December 31,
1994. For further information, refer to the consolidated financial statements
and footnotes thereto included in the Company's annual report on Form 10-K for
the year ended December 31, 1993.
NOTE B - INVESTMENT IN CMC
Summarized financial information for CMC for the quarter ended March 31, 1994:
(Dollar amounts in thousands)
Interest income $ 7,088
Interest expense 4,481
-------
Net interest income 2,607
Master servicing, net (1,651)
Gain on sale of loans and securities 4,727
Expenses (2,568)
Provision for income taxes (1,308)
-------
Net earnings $ 1,807
=======
NOTE C - SUBSEQUENT EVENT
On April 19, 1994, the Board of Directors declared a cash dividend of $0.16 per
share to be paid on May 24, 1994 to shareholders of record on May 2, 1994.
5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
GENERAL
During the first quarter of 1993, the Company commenced operations of a mortgage
loan conduit, which purchases mortgage loans from mortgage bankers and financial
institutions which generally retain the servicing rights. As a mortgage loan
conduit, the Company is an intermediary between the originators of mortgage
loans which have outstanding principal balances in excess of or differ from the
guidelines of the government and government sponsored enterprises that guarantee
mortgage-backed securities ("jumbo and nonconforming mortgage loans") and
permanent investors in mortgage-backed securities secured by or representing an
ownership interest in such mortgage loans. All loans purchased by CMI, for
which a REMIC transaction or whole loan sale is contemplated, are committed for
sale to CMC at the same price at which the loans were acquired by CMI. CMC
does not purchase any loans from entities other than CMI. Sellers generally
retain the rights to service the mortgage loans purchased by the Company. The
Company's principal sources of income from its mortgage conduit operations are
gains recognized on the sale of mortgage loans, the net spread between interest
earned on mortgage loans and the interest costs associated with the borrowings
used to finance such loans pending their securitization and the net interest
earned on its long-term investment portfolio and master servicing fee income.
In addition, the Company earns fee income and net interest income through its
warehouse lending programs which provide warehouse and other types of credit to
third-party mortgage loan originators. Through the warehouse lending programs,
financing is provided to small and medium-size mortgage bankers for the
origination and sale of mortgage loans, the retention or acquisition of
servicing rights, and the carrying of mortgage loans pending foreclosure and/or
repurchase from an investor.
Prior to 1993, the Company's principal source of earnings had been net interest
income generated from its mortgage portfolio which was primarily financed
through the issuance of CMOs (the "CMO Portfolio"). The amount of net interest
earned on the CMO Portfolio is directly affected by the rate of principal
repayment (including prepayments) of the related mortgage loans as discussed
below.
During all of 1993 and the first quarter of 1994, low mortgage interest rates
resulted in continued high prepayment rates which adversely impacted the net
interest earned on the CMO Portfolio. When prevailing mortgage interest rates
are low relative to interest rates of existing mortgage loans, prepayments on
the underlying mortgage loans generally tend to increase as mortgagors refinance
their existing loans. The cash flow generated by these prepayments is used to
repay the CMOs which are collateralized by these mortgage loans. However, the
remaining loans typically carry a lower coupon, and the interest spread between
these loans and the underlying financing thus narrows. The CMO Portfolio
experienced substantial prepayments during all of 1993 and the beginning of
1994, and since mortgage loan premiums, original issue discount and bond
issuance costs were required to be amortized, losses were ultimately realized on
the portfolio. Continued negative performance of the CMO Portfolio will
adversely impact the future earnings of the Company. Although an increase in
interest rates may decrease prepayments and mitigate the negative impact on the
Company's earnings from its CMO Portfolio, higher interest rates may otherwise
adversely affect the Company's new mortgage conduit and warehouse lending
operations.
FINANCIAL CONDITION
CONDUIT AND WAREHOUSE LENDING OPERATIONS: During the quarter ended March 31,
1994, CMI purchased $1.8 billion of mortgage loans, which were financed on
an interim basis using equity and short-term borrowings in the form of reverse-
repurchase agreements. During the quarter ended March 31, 1994, the Company
sold, through CMC, $1.7 billion of mortgage loans through the issuance of REMIC
securities and the bulk sale of whole loans. At March 31, 1994, CMI was
committed to purchase $424.6 million of mortgage loans from various
seller/servicers and sell approximately $460.0 million of mortgage loans to CMC.
6
CMI's warehouse lending program provides secured short-term revolving financing
to small- and medium-size mortgage bankers to finance mortgage loans from the
closing of the loan until it is sold to a permanent investor. At March 31,
1994, CMI had extended committed lines of credit under this program in the
aggregate amount of $256.5 million, of which $67.2 million was outstanding.
Reverse-repurchase agreements associated with the financing of warehouse lines
of credit and mortgage loans held for sale totaled $740.7 million at March 31,
1994.
The Financial Accounting Standards Board issued Statement No. 114, Accounting by
Creditors for Impairment of a Loan, which is required to be adopted by the
Company in 1995. As it affects the Company, the Statement is applicable only to
its revolving warehouse lines of credit and is not expected to have any material
impact on the Company's financial results.
CMO PORTFOLIO: As of March 31, 1994, the CMO Portfolio was comprised of 15
series of CMOs issued from CMI's inception through 1990 ("Pre-1993 CMO
Portfolio"). In 1993, two new series of CMOs were issued in connection with the
Company's new mortgage conduit operation. Disclosures relative to the CMO
Portfolio include both groups of CMOs.
Collateral for CMOs decreased from $402.5 million at December 31, 1993 to $324.0
million at March 31, 1994. This decrease of $78.5 million included repayments
(including prepayments and premium and discount amortization) of $71.1 million
and a decrease in guaranteed investment contracts ("GICs") held by trustees and
accrued interest receivable of $6.4 million and $987,000 respectively. CMI's
CMOs outstanding decreased to $289.9 million at March 31, 1994 from $365.9
million at December 31, 1993. This decrease of $76.0 million resulted from
principal payments (including discount amortization) on CMOs of $75.2 million
and a decrease in accrued interest payable on CMOs of $800,000.
RESULTS OF OPERATIONS
QUARTER ENDED MARCH 31, 1994 COMPARED TO QUARTER ENDED MARCH 31, 1993
NET EARNINGS: CMI's net earnings were $5.1 million or $0.16 per share, based on
32,107,771 weighted average shares outstanding for the quarter ended March 31,
1994 compared to $118,000 or $0.01 per share, based on 13,980,792 weighted
average shares outstanding for the quarter ended March 31, 1993. The increase
in net earnings of $4.9 million was primarily due to an increase associated with
the Company's new mortgage conduit and warehouse lending operations which
contributed $5.4 million directly through CMI and an additional $1.8 million
through CMI's equity in earnings of CMC offset by an increase in the loss on
CMOs of $1.4 million and a decrease of $674,000 in ARM securities interest
income.
The decrease in net earnings on the Pre-1993 CMO and ARM Portfolios was
primarily due to decreases in net interest income and gains of approximately
$200,000 and $900,000, respectively. The increase in earnings associated with
the operation of the Company's new mortgage loan conduit and warehouse lending
program were primarily due to an increase in net interest income and net master
servicing expense of $5.7 million and an increase in gains of $4.4 million,
offset by an increase in expenses of $2.7 million and a provision for income
taxes of $1.3 million. The provision for income taxes for the three months
ended March 31, 1994 was made because the earnings of CMC are subject to state
and federal income tax.
The net earnings of the Company for the quarter ended March 31, 1993 did not
include certain personnel and other operating expenses which were absorbed by
Countrywide Asset Management Corporation, the manager of the Company (the
"Manager"), under the terms of its Management Agreement. The Company began
paying all expenses of its new operations in June 1993.
7
INTEREST INCOME: Total interest income was $19.7 million for the quarter ended
March 31, 1994 and $13.6 million for the quarter ended March 31, 1993. This
increase in interest income of $6.1 million is due to an increase in interest on
mortgage loans held for sale and interest on revolving warehouse lines of credit
of $9.8 million and $1.6 million, respectively, offset by a decrease in interest
income on collateral for CMOs and adjustable-rate mortgage-backed securities of
$5.2 million and $700,000 respectively.
Interest income earned on mortgage loans held for sale and revolving warehouse
lines of credit was $11.2 million and $1.6 million, respectively, for the first
quarter of 1994. The average principal balance of mortgage loans held for sale
and revolving warehouse lines of credit outstanding approximated $694.8 million
and $88.3 million, respectively, for the first quarter of 1994 and earned
interest at an effective yield of approximately 6.47% and 7.44%, respectively.
The conduit and warehouse lending operations commenced in February and July of
1993, respectively; therefore, there was an insignificant amount of income in
the first quarter of 1993 related to these operations.
Interest income on collateral for CMOs was $6.2 million and $11.5 million for
the quarters ended March 31, 1994 and 1993, respectively. The decline was
primarily attributable to a decrease in the average aggregate principal amount
of collateral for CMOs outstanding, from $529.4 million for the quarter ended
March 31, 1993 to $340.9 million for the quarter ended March 31, 1994, combined
with a decrease in the effective yield earned on the collateral from 8.68% in
the first quarter of 1993 to 7.33% in the first quarter of 1994. The decrease
in the average balance of collateral for CMOs and the effective interest yield
earned thereon was due to the continued low interest rate environment
experienced throughout 1993 and the first quarter of 1994. This low interest
rate environment resulted in significant prepayment activity. In a declining
interest rate environment, loans with higher interest rates prepay faster than
loans with lower interest rates, resulting in a lower overall effective yield.
In addition, the interest income was reduced on collateral for CMOs by the
amortization of premiums paid in connection with acquiring the portfolio and a
delay in the receipt of prepayments and temporary investment in lower yielding
short-term investments (GICs) until such amounts were used to repay CMOs.
Interest income on adjustable-rate mortgage securities amounted to $674,000 in
the first quarter of 1993. These securities were liquidated during that same
quarter. The net proceeds from the sale of these securities were deployed in
the new mortgage loan conduit and warehouse lending operations.
INTEREST EXPENSE: For the three months ended March 31, 1994 and 1993, total
interest expense was $15.7 million and $13.9 million, respectively. This
increase in interest expense of $1.8 million was due to an increase in interest
expense on reverse-repurchase agreements of $6.6 million offset by a decrease
in interest expense on CMOs of $4.8 million.
Interest expense on reverse-repurchase agreements financing mortgage loans held
for sale and revolving warehouse lines of credit was $7.1 million which resulted
in a 4.14% effective yield based upon average outstanding for the three months
ended March 31, 1994.
Interest expense on CMOs was $8.6 million and $13.4 million for the three months
ended March 31, 1994 and 1993, respectively. This decrease was primarily
attributable to a decrease in average aggregate CMOs outstanding from $500.4
million for the quarter ended March 31, 1993 to $330.2 million for the quarter
ended March 31, 1994 and a decrease in the weighted average cost of CMOs from
10.73% in the first quarter of 1993 to 10.47% in the first quarter of 1994. The
decrease in the average balance of CMOs was directly related to the prepayment
activity on collateral for CMOs discussed above. The prepayments are ultimately
used to repay the related CMOs. In general, the class of each series of CMO
with the shortest maturity receives all principal payments until it is repaid in
full. After the first class is
8
retired, the second class will receive all principal payments until retired and
so forth. The CMO bonds issued prior to 1993 were structured with the shortest
maturity class generally having the lowest interest rate and interest rates
increasing as the maturity of the class increased. Therefore, prepayments
generally must be applied to the class with the lowest interest rate, resulting
in repayment of CMO classes with relatively low interest rates and increasing
the weighted average interest rate of the remaining outstanding CMOs. However,
the two CMOs issued in March and April of 1993 have much lower interest rates
than the Pre-1993 CMO Portfolio and represent a higher portion of the average
CMO balance for the first quarter of 1994 compared to 1993, resulting in a
decrease in the weighted average cost of the CMO Portfolio.
EQUITY IN EARNINGS OF CMC: The 1994 first quarter earnings of CMC, which was
formed in April 1993 and in which CMI has a 99% economic interest, resulted
principally from net interest income of $2.6 million, net master servicing
expense of $1.7 million, gain on sale of loans and securities of $4.7 million,
expenses of $2.6 million, and provision for income taxes of $1.3 million. CMC
was not formed until April 1993, as a result there were no earnings for CMC in
the first quarter of 1993.
MANAGEMENT FEES: For the three months ended March 31, 1994, management fees
were $101,000 compared to $108,000 for the three months ended March 31, 1993.
Under the agreement with the Company's manager, management fees for 1993 were
waived. Accordingly, such fees were reflected as an expense and a corresponding
capital contribution for the quarter ended March 31, 1993.
LIQUIDITY AND CAPITAL RESOURCES
Historically, the Company has used proceeds from the issuance of CMOs, reverse-
repurchase agreements, other borrowings and proceeds from the issuance of common
stock to meet its working capital needs. In connection with new mortgage conduit
operations, the Company issues CMOs or, through CMC, has begun to issue REMIC
securities to help meet such needs. CMI may also borrow collateral or funds from
Countrywide Funding Corporation ("CFC") to meet collateral maintenance
requirements under reverse-repurchase agreements or margin calls on forward
securities sales. These borrowings are made pursuant to a $10.0 million one-
year, unsecured line of credit which expires on September 30, 1994 subject to
extension by CFC and CMI. As of March 31, 1994, CMI had no outstanding
borrowings under this agreement.
CMI has established a committed reverse-repurchase facility with an aggregate
amount of up to $100.0 million for its mortgage conduit operations, which is in
the process of being renewed, and an additional facility in the aggregate amount
of up to $100.0 million for its warehouse lending program that expires in
September 1994. CMI also has obtained credit approval from the same lender to
enter into additional reverse repurchase agreements associated with the mortgage
conduit operations, under which individual transactions and their terms will be
subject to agreement by the parties based upon market conditions at the time of
each transaction. The maximum balance outstanding for both CMI and CMC (CMC may
borrow under CMI's agreement) during the first quarter of 1994 was $1.4 billion
and as of March 31, 1994 the Company had entered into reverse-repurchase
agreements with an aggregate of $867.8 million outstanding. In February 1994,
CMI signed a commitment letter for a master repurchase agreement to provide a
committed short-term credit line in the amount of $500.0 million and an
additional $300.0 million on an uncommitted basis. The agreement expires in
January 1996. In May 1994, CMI signed another commitment letter for a master
repurchase agreement to provide a committed short-term credit line in the amount
of $300.0 million. The agreement expires in May 1996. CMI and CMC, to the
extent permitted by their by-laws, may issue other debt securities or incur
other types of indebtedness from time to time. Repayment of any borrowings
under either of these facilities is guaranteed by CMI.
The REIT provisions of the Internal Revenue Code restrict CMI's ability to
retain earnings and thereby replenish the capital committed to its mortgage
portfolio by requiring CMI to distribute to its shareholders substantially all
of its income from operations.
Management believes that the cash flow from operations and the current and
potential financing arrangements are sufficient to meet current liquidity
requirements.
9
INFLATION
Interest rates often increase during periods of rising inflation. Higher
interest rates may depress the market value of the Company's investment
portfolio if the yield on such investments does not keep pace with increases in
interest rates. As a result of decreased market values it could be necessary for
the Company to borrow additional funds and pledge additional assets to maintain
financing for its investments that have not been financed to maturity through
the issuance of CMOs or other debt securities. Increases in short-term borrowing
rates relative to rates earned on investments that have not been financed to
maturity through the issuance of CMOs or other debt securities may also
adversely affect the Company's earnings. However, the Company has implemented a
hedging strategy which may mitigate this adverse effect. In addition, high
levels of interest rates tend to decrease the rate at which mortgages prepay. A
decrease in the rate of prepayments may lengthen the estimated average lives of
the underlying mortgages supporting master servicing fees receivable and for
classes of the CMOs issued by the Company and may result in higher residual cash
flows from the CMOs than would otherwise have been obtained. However, higher
rates of interest may also discourage potential mortgagors from borrowing or
refinancing mortgage loans, thus decreasing the volume of loans available to be
purchased through the company's mortgage conduit operations.
10
Item 6. Exhibits and Reports on Form 8-K
Exhibits
None
Reports on Form 8-K.
None
11
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Pasadena, State of California, on February 1, 1995.
COUNTRYWIDE MORTGAGE INVESTMENTS, INC.
By: /Michael W. Perry
-----------------
Michael W. Perry
Executive Vice President and Chief
Operating Officer
By: /Carmella L. Grahn
--------------------
Carmella L. Grahn
Senior Vice President and Chief Accounting
Officer
12