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) September 25, 1998
Saxon Asset Securities Company
(Exact name of registrant as specified in charter)
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Virginia 34-0-20552 52-1785164
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(State or other jurisdiction (Commission File Number (IRS Employer
of incorporation) Identification No.) Identification No.)
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4880 Cox Road, Glen Allen, Virginia 23060
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (804) 967-7400
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(Former name or former address, if changed since last report.)
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Item 1. Changes in Control of Registrant.
Not Applicable.
Item 2. Acquisition or Disposition of Assets.
Not Applicable.
Item 3. Bankruptcy or Receivership.
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not Applicable.
Item 5. Other Events.
On September 25, 1998, the Registrant entered into an underwriting
agreement with Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner
& Smith Incorporated, J. P. Morgan Securities Inc. and Prudential Securities
Incorporated (the "Underwriters"), pursuant to which the Underwriters agreed to
purchase and offer for sale to the public, the Registrant's Mortgage Loan Asset
Backed Certificates, Series 1998-3, Class AF-1, Class AF-2, Class AF-3, Class
AF-4, Class AF-5, Class AF-6, Class MF-1, Class MF-2, Class AV-1, Class MV-1,
Class MV-2, Certificates (collectively, the "Underwritten Certificates"). the
Registrant retained the Class BF-1 and Class BV-1 Certificates which it may
offer to the public, from time to time, in negotiated transactions or otherwise,
at prices to be determined at the time of sale. The Underwritten Certificates
and the Class BF-1 and Class BV-1 Certificates are registered for sale under the
Registrant's effective shelf Registration Statement on Form S-3 (333-59479), and
are offered pursuant to a Prospectus dated September 21, 1998, and a Prospectus
Supplement dated September 25, 1998, to be filed with the Securities and
Exchange Commission pursuant to Registration No.
333-59479.
In connection with the offering of the Underwritten Certificates, the
Underwriters have prepared and disseminated to potential purchasers certain
"Computational Materials", as such term is defined in the No-Action response
letter to Kidder, Peabody and Co. Incorporated and certain affiliates thereof
(publicly available, May 20, 1994). In accordance with such No-Action Letter,
the Registrant is filing herewith such Computational Materials as Exhibit 99.1.
Item 6. Resignations of Registrant's Directors.
Not Applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Not Applicable.
Item 8. Change in Fiscal Year.
Not Applicable.
Exhibits
99.1 Copy of "Computational Materials" as provided by Morgan
Stanley & Co. Incorporated filed on
Form SE pursuant to 17 CFR 232.311(i).
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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 thereunto duly authorized.
September 25, 1998
SAXON ASSET SECURITIES COMPANY
By: /s/ Bradley D. Adams
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Bradley D. Adams, Vice President
