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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) December 14, 1998
FINANCIAL ASSET SECURITIES CORP., (as depositor under the
Pooling and Servicing Agreement, dated as of November 1,
1998, which forms C-BASS Trust 1998-3, which will issue the
Asset-Backed Certificates, Series 1998-3).
FINANCIAL ASSET SECURITIES CORP.
(Exact name of registrant as specified in its charter)
Delaware 333-67329 06-1442101
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
600 Steamboat Road
Greenwich, Connecticut 06830
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (203) 625-2700
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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"), Financial Asset Securities Corp. (the "Company") is filing a
prospectus and a prospectus supplement with the Securities and Exchange
Commission (the "Commission") relating to its C-BASS Trust 1998-3, Asset-Backed
Certificates, Series 1998-3 (the "Certificates").
Incorporation of Certain Documents by Reference
The consolidated financial statements of MBIA Insurance Corporation and
its subsidiaries as of December 31, 1997 and December 31, 1996, and for the
three-year period ended December 31, 1997, included in the Annual Report on
Form 10-K of MBIA Issuance Corporation (which was filed with the Securities and
Exchange Commission on February 3, 1998) are hereby incorporated by
reference in (i) this Current Report on Form 8-K; (ii) the prospectus; and
(iii) the prospectus supplement for C-BASS Trust 1998-3, Asset-Backed
Certificates 1998-3, and shall be deemed to be part hereof and thereof.
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. 333-67329) and in the prospectus supplement relating to the
issuance of the Certificates. The consent of PricewaterhouseCoopers LLP is
attached hereto as Exhibit 23.
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* Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the prospectus dated December 4, 1998 and the
prospectus supplement dated December 14, 1998, of the Company, relating to its
C-BASS Trust 1998-3, Asset-Backed Certificates 1998-3.
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Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
23.1 Consent of PricewaterhouseCoopers LLP
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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.
FINANCIAL ASSET SECURITIES CORP.
By: /s/ John Graham
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Name: John Graham
Title: Vice President
Dated: December 16, 1998
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Exhibit Index
Exhibit Page
23 Consent of PricewaterhouseCoopers LLP
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus Supplement
of C-Bass Trsut 1998-3 relating to Asset-Backed Certificates, Series 1998-3, of
our report dated February 3, 1998, on our audits of the consolidated financial
statements of MBIA Insurance Corporation 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 capitaion
"Experts".
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
December 11, 1998
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BROWN & WOOD LLP
One World Trade Center
New York, New York 10048
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
December 16, 1998
BY MODEM
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: C-BASS Trust 1998-3
Asset-Backed Certificates, Series 1998-3
Ladies and Gentlemen:
On behalf of Financial Asset Securities Corp. (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
