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: October 22, 1998
(Date of earliest event reported)
Commission File No. 333-45021
Norwest Asset Securities Corporation
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Delaware 52-1972128
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(State of Incorporation) (I.R.S. Employer Identification No.)
7485 New Horizon Way
Frederick, Maryland 21703
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Address of principal executive offices (Zip Code)
(301) 846-8881
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Registrant's Telephone Number, including area code
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(Former name, former address and former fiscal year, if changed since last
report)
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Item 5. Other Events
Documents incorporated by Reference
The consolidated financial statements of Ambac Assurance 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 Ambac Financial Group, Inc. (which was filed with the Securities and
Exchange Commission on March 31, 1998) and the consolidated financial statements
of Ambac Assurance Corporation and its subsidiaries as of June 30, 1998, and for
periods ended June 30, 1998 and June 30, 1997, included in the Quarterly Report
on Form 10-Q of Ambac Financial Group, Inc. for the period ended June 30, 1998
(which was filed with the Securities and Exchange Commission on August 14, 1998)
are hereby incorporated by reference in (i) this Current Report on Form 8-K;
(ii) the registration statement (No. 333-45021) of the Registrant; and (iii) the
Prospectus Supplement and Prospectus relating to Norwest Asset Securities
Corporation Mortgage Pass-Through Certificates, Series 1998-28, and shall be
deemed to be part hereof and thereof.
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
Item 601(a)
of Regulation S-K
Exhibit No. Description
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(EX-23) Consent of KPMG Peat Marwick LLP, independent
Certified Public Accountants of Ambac
Assurance Corporation in connection with
Norwest Asset Securities Corporation,
Mortgage Pass-Through Certificates, Series
1998-28
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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.
NORWEST ASSET SECURITIES CORPORATION
October 22, 1998
By: /s/ B. David Bialzak
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B. David Bialzak
Vice President
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INDEX TO EXHIBITS
Paper (P) or
Exhibit No. Description Electronic (E)
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(EX-23) Consent of KPMG Peat Marwick LLP, independent E
Certified Public Accountants of Ambac
Assurance Corporation in connection with
Norwest Asset Securities Corporation,
Mortgage Pass-Through Certificates, Series
1998-28
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Ambac Assurance Corporation
We consent to the incorporation by reference in the registration statement (No.
333-45021) of Norwest Asset Securities Corporation (the "Registrant"), and in
the Prospectus Supplement of the Registrant (the "Prospectus Supplement"), via
the Form 8-K of the Registrant dated October 22, 1998, of our report dated
January 29, 1998 on the consolidated financial statements of Ambac Assurance
Corporation as of December 31, 1997 and 1996, and for each of the years in the
three-year period ended December 31, 1997, which report appears in the Form 10-K
of Ambac Financial Group, Inc. dated March 31, 1998 and to the reference to our
firm under the heading "Experts" in the Prospectus Supplement.
/s/ KPMG Peat Marwick
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New York, New York
October 22, 1998
