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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) April 25, 1997
HEADLANDS MORTGAGE SECURITIES INC.
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(Exact name of registrant as specified in its charter)
Delaware 333-16679
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
700 Larkspur Landing Circle
Suite 250
Larkspur, California 94104
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (415) 461-6790
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Item 5. Other Events.
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Filing of Computational Materials.
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In connection with the offering of the Headlands Mortgage Securities
Inc. Mortgage Pass-Through Certificates, Series 1997-2 (the "Certificates"),
Bear, Stearns & Co. Inc. ("Bear Stearns") and PaineWebber Incorporated
("PaineWebber" and together with Bear Stearns, the "Underwriters"), as
underwriters of the Certificates, have separately prepared certain materials
(the "Computational Materials") for distribution to their respective
potential investors. Although Headlands Mortgage Securities Inc. (the
"Company") has provided the Underwriters with certain information regarding
the characteristics of the mortgage loans in the related portfolio, it did
not participate in the preparation of the Computational Materials.
Concurrently with the filing hereof, pursuant to Rule 202 of Regulation S-T,
the Registrant is filing the Computational Materials by paper filing on Form
SE in reliance on a continuing hardship exemption.
For purposes of this Form 8-K, Computational Materials shall mean
computer generated tables and/or charts displaying, with respect to the
Certificates, any of the following: yield; average life, duration; expected
maturity; interest rate sensitivity; loss sensitivity; cash flow
characteristics; background information regarding the Loans; the proposed
structure; decrement tables; or similar information (tabular or otherwise) of
a statistical, mathematical, tabular or computational nature. The
Computational Materials of Bear Stearns and PaineWebber are attached hereto
as Exhibit 99.1 and Exhibit 99.2, respectively.
Item 7. Financial Statements, Pro Forma Financial
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Information and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
99.1 Computational Materials of Bear Stearns.
99.2 Computational Materials of PaineWebber.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HEADLANDS MORTGAGE SECURITIES INC.
By: /s/ Gilbert J. MacQuarrie
Name: Gilbert J. MacQuarrie
Title: Vice President
Dated: April 25, 1997
Exhibit Index
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Exhibit Page
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99.1 Computational Materials for Bear Stearns (P) 6
99.2 Computational Materials for PaineWebber (P) 7
Exhibit 99.1
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In accordance with Rule 202 of Regulation S-T, the Computational
Materials are being filed on paper pursuant to Form SE pursuant to a
continuing hardship exemption.
Exhibit 99.2
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In accordance with Rule 202 of Regulation S-T, the Computational
Materials are being filed on paper pursuant to Form SE pursuant to a
continuing hardship exemption.
