SALOMON BROTHERS MORTGAGE SECURITIES VII INC
8-K, 1997-11-25
ASSET-BACKED SECURITIES
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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, as amended


       Date of Report (Date of earliest event reported): November 21, 1997


                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.

            (AS DEPOSITOR UNDER THE POOLING AND SERVICING AGREEMENT,
           DATED AS OF NOVEMBER 1, 1997, PROVIDING FOR THE ISSUANCE OF
            ASSET-BACKED FLOATING RATE CERTIFICATES, SERIES 1997-NC5)


                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
             (Exact name of registrant as specified in its charter)



           Delaware                   333-39061             13-3439681
- ----------------------------        -----------            ----------------
(State or Other Jurisdiction        (Commission            (I.R.S. Employer
of Incorporation)                    File Number)         Identification Number)

Seven World Trade Center
New York, New York                                            10048
- ---------------------                                        ----------
(Address of Principal                                        (Zip Code)
Executive Offices)

Registrant's telephone number, including area code:  (212) 783-5659
                                                     --------------

================================================================================


<PAGE>


                                       -2-


Item 5.  OTHER EVENTS

Description of the Certificates and the Mortgage Pool

         As of the date hereof, Salomon Brothers Mortgage Securities VII, Inc.
(the "Registrant") has caused to be filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Commission's Rule 424 a Prospectus
Supplement to its Prospectus, dated November 21, 1997, in connection with the
Registrant's issuance of a series of certificates, entitled Salomon Brothers
Mortgage Securities VII, Inc., Asset-Backed Floating Rate Certificates, Series
1997-NC5 (the "Certificates"), to be issued pursuant to a pooling and servicing
agreement, dated as of November 1, 1997, among the Registrant as depositor, New
Century Mortgage Corporation as master servicer and U.S. Bank National
Association as trustee. The Certificates designated as the Series 1997-NC5
Certificates will represent in the aggregate the entire beneficial ownership in
a trust fund (the "Trust Fund") consisting primarily of a segregated pool (the
"Mortgage Pool") of conventional, one- to four-family, first lien mortgage loans
having original terms to maturity up to 30 years (the "Mortgage Loans").

Computational Materials

         Salomon Brothers Inc (the "Underwriter") has advised the Registrant
that it has furnished to certain prospective purchasers of Certificates with
certain materials, herein referred to as "Computational Materials", in written
form, which Computational Materials are in the nature of data tables and term
sheet information relating to the Mortgage Loans or other assets of the Trust
Fund, the structure of the Certificates and terms of certain classes of
Certificates, and the hypothetical characteristics and hypothetical performance
of certain classes of Certificates under certain assumptions and scenarios.

         The Computational Materials have been provided by the Underwriter. The
information in the Computational Materials is preliminary and will be superseded
by the Prospectus Supplement relating to the Certificates and by any other
information subsequently filed with the Commission.

         The Computational Materials were prepared by the Underwriter at the
request of certain prospective investors. The Computational Materials may be
based on information that differs from the information set forth in the
Prospectus Supplement.


<PAGE>


                                       -3-




Item 7.  FINANCIAL STATEMENTS AND EXHIBITS

                  (a)      Not applicable

                  (b)      Not applicable

                  (c)      Exhibits



 EXHIBIT NO.                  DESCRIPTION


     99.4          Computational Materials (as defined in Item 5) that
                   have been provided by Salomon Brothers Inc to
                   certain prospective purchasers of Salomon Brothers
                   Mortgage Securities VII, Inc., Asset-Backed
                   Floating Rate Certificates, Series 1997-NC5



<PAGE>


                                       -4-


                                   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.

Dated: November 21, 1997

                                      SALOMON BROTHERS MORTGAGE
                                      SECURITIES VII, INC.


                                      By:  /s/ Matthew R. Bollo
                                           -------------------------
                                      Name:    Matthew R. Bollo
                                      Title:   Assistant Vice President



<PAGE>


                                       -5-

                                INDEX TO EXHIBITS



                                                               Sequentially
Exhibit No.        Description                                 Numbered Page
- -----------        -----------                                 -------------
             Computational Materials (as defined in Item 5)
             that have been provided by Salomon Brothers
             Inc to certain prospective purchasers of
             Salomon Brothers Mortgage Securities VII,
             Inc., Asset-Backed Floating Rate Certificates,
    99.4     Series 1997-NC5                                          P



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