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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
TO A CONTINUING HARDSHIP EXEMPTION
----------------------
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): March 27, 1998
MERRILL LYNCH MORTGAGE INVESTORS, INC.
(Exact name of registrant as specified in its governing instruments)
Delaware 333-38073 13-3416059
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(State or other (Commission File Numbers) (I.R.S. Employer
jurisdiction of Identification No.)
Incorporation)
World Financial Center
North Tower
New York, New York 10281
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (212) 449-0336
Exhibit Index appears on page 5
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Item 5. Other Events
On or about March 27, 1998, the Registrant will cause the issuance and
sale of approximately $1,088,330,822 initial principal amount of Mortgage
Pass-Through Certificates, Series 1998-C2, Class A-1, Class A-2, Class B, Class
C, Class D, Class E, Class IO, Class F, Class G, Class H, Class J, Class K,
Class R-I, Class R-II and Class R-III (collectively, the "Certificates")
pursuant to a Pooling and Servicing Agreement to be dated as of March 1, 1998,
among the Registrant, First Union National Bank, as master servicer, CRIIMI MAE
Services Limited Partnership, as special servicer, and Norwest Bank Minnesota,
National Association, as trustee..
In connection with the sale of the Series 1998-C2, Class A-1, Class
A-2, 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 and Daiwa Securities America Inc.
(together, the "Underwriters") that either one or both of the Underwriters have,
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 either one or both
of the Underwriters. 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 either one or both of the
Underwriters. 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
---------------------------------
(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
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
Name: Michael M. McGovern
Title: Secretary and Director
Dated: March 27, 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
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[Included in paper filing of Form SE filed March 27, 1998.]
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