IN ACCORDANCE WITH RULE 202 OF REGULATION S-T,
THIS FORM 8-K IS BEING FILED IN PAPER
PURSUANT TO A CONTINUING HARDSHIP EXEMPTION.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) November 23, 1998
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GE Capital Mortgage Services, Inc.
(as Seller and Servicer under the Pooling and
Servicing Agreement dated as of November 1, 1998,
providing for the issuance of REMIC Multi-Class
Pass-Through Certificates, Series 1998-22)
GE Capital Mortgage Services, Inc.
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(Exact Name of Registrant as Specified in Charter)
New Jersey 33-5042 21-0627285
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
Three Executive Campus
Cherry Hill, New Jersey 08002
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (609) 661-6100
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<PAGE>
Item 5. Other Events.
Attached as Exhibit 1 to this Current Report are
certain materials (the "Computational Materials") furnished to
the Registrant by Merrill Lynch, Pierce, Fenner & Smith
Incorporated (the "Underwriter") in respect of certain classes of
the Registrant's REMIC Multi-Class Pass-Through Certificates,
Series 1998-22 (the "Series 1998-22 Certificates"). Certain
classes of the Series 1998-22 Certificates are being offered
pursuant to a Prospectus dated October 22, 1998, as supplemented
by a related Prospectus Supplement dated November 23, 1998
(together, the "Prospectus"), which are being filed with the
Commission pursuant to Rule 424(b) under the Securities Act of
1933, as amended (the "Act"), substantially concurrently with the
filing of this Current Report. The Certificates have been
registered pursuant to the Act under a Registration Statement on
Form S-3 (No. 333-51151) (the "Registration Statement"). The
Registrant hereby incorporates the Computational Materials by
reference in the Registration Statement.
The Computational Materials were prepared solely by
the Underwriter of certain classes of the Series 1998-22
Certificates, and the Registrant did not prepare or participate
in the preparation of the Computational Materials.
Any statement or information contained in the
Computational Materials shall be deemed to be modified or
superseded for purposes of the Prospectus and the Registration
Statement by statements or information contained in the
Prospectus.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits.
Exhibit 1. Computational Materials (Merrill Lynch, Pierce,
Fenner & Smith Incorporated).
2
<PAGE>
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.
GE Capital Mortgage Services, Inc.
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(Registrant)
Date: November 23, 1998 By /s/ Mary Kaplan
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Name: Mary Kaplan
Title: Vice President
3
<PAGE>
EXHIBIT INDEX
The following exhibit is being filed herewith:
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ----------- ----
1 Computational Materials
(Merrill Lynch, Pierce,
Fenner & Smith Incorporated) 5
4
