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IN ACCORDANCE WITH RULE 202 OF REGULATION S-T,
THIS FORM 8-K CURRENT REPORT AND THE ACCOMPANYING
EXHIBIT ARE BEING FILED IN PAPER PURSUANT
TO A CONTINUING HARDSHIP EXEMPTION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): December 22, 1998
MERRILL LYNCH MORTGAGE INVESTORS, INC.
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(Exact name of registrant as specified in its governing instruments)
Delaware 333-38073 13-3416059
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(State or other jurisdiction (Commission File Numbers) (I.R.S. Employer
of Incorporation) Identification No.)
World Financial Center
North Tower
New York, New York 10281
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (212) 449-3860
Exhibit Index appears on page 5
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Item 5. Other Events
On or about December 22, 1998, the Registrant caused the issuance and
sale of approximately $638,408,605 initial principal amount of Mortgage
Pass-Through Certificates, Series 1998-C3, Class A-1, Class A-2, Class A-3,
Class B, Class C, Class D, Class E, Class IO, Class F, Class G, Class H, Class
J, Class K, Class L, Class R-I, Class R-II and Class R-III (collectively, the
"Certificates") pursuant to a Pooling and Servicing Agreement dated as of
December 1, 1998, among the Registrant, GE Capital Loan Services, Inc., as
master servicer, GE Capital Realty Group, Inc., as special servicer, and The
Chase Manhattan Bank, as trustee.
In connection with the sale of the Series 1998-C3, Class A-1, Class
A-2, Class A-3, Class B, Class C, Class D, Class E and Class IO Certificates
(collectively, the "Underwritten Certificates"), the Registrant has been advised
by Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Underwriter") that
the Underwriter has, following the effective date of Registration Statement No.
333-38073, furnished to prospective investors certain yield tables and other
computational materials (the "Computational Materials") with respect to the
Underwritten Certificates, which Computational Materials are being filed as an
exhibit to this report.
The Computational Materials have been provided by the Underwriter. The
information in the Computational Materials is preliminary and may be superseded
by the Prospectus Supplement relating to the Underwritten Certificates and by
any other information subsequently filed with the Securities and Exchange
Commission.
The Computational Materials were prepared by the Underwriter. The
Computational Materials may be based on assumptions that differ from the
assumptions set forth in the Prospectus Supplement. The Computational Materials
may not include, and do not purport to include, information based on assumptions
representing a complete set of possible scenarios. Accordingly, the
Computational Materials may not be relevant to or appropriate for all investors.
In addition, the actual characteristics and performance of the
mortgage loans underlying the Underwritten Certificates (the "Mortgage Loans")
may differ from the assumptions used in the Computational Materials, which are
hypothetical in nature and which were provided only to give a general sense of
how the yield, average life, duration, expected maturity, interest rate
sensitivity and cash flow characteristics of a particular class of Underwritten
Certificates might vary under varying prepayment and other scenarios. Any
difference between such assumptions and the actual characteristics and
performance of the Mortgage Loans will affect the actual yield, average life,
duration, expected maturity, interest rate sensitivity and cash flow
characteristics of the Underwritten Certificates.
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Item 7. Financial Statements and Exhibits
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(a) Financial Statements.
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Not applicable.
(b) Pro Forma Financial Information.
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Not applicable.
(c) Exhibits.
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Item 601(a) of Regulation
Exhibit Number S-K Exhibit No. Description
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1 99 Computational Materials
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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 hereunto duly authorized.
MERRILL LYNCH MORTGAGE INVESTORS, INC.
By: /s/ Michael M. McGovern
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Name: Michael M. McGovern
Title: Secretary and Director
Dated: December 23, 1998
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EXHIBIT INDEX
Item 601(a) of
Regulation S-K Sequentially
Exhibit Number Exhibit No. Description Numbered Page
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1 99 Computational P Page 6
Materials
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Exhibit I
[Included in paper filing on Form SE filed December 23, 1998]
