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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: March 30, 1998
(Date of earliest event reported)
CMC SECURITIES CORPORATION III
(Exact name of Registrant as specified in its charter)
Delaware 33-47913 75-2431913
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
2711 N. Haskell Avenue
Suite 900
Dallas, Texas 75204
(Address of Principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (214) 874-2323
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Item 5. Other Events.
Reference is hereby made to the Registrant's Registration Statement on
Form S-3 (File No. 33-47913) filed with the Securities and Exchange Commission
(the "Commission") on May 14, 1992, as amended by Amendment No. 1 thereto filed
with the Commission on August 7, 1992, as further amended by Post Effective
Amendment No. 1 thereto filed with the Commission on September 16, 1993, as
further amended by Post Effective Amendment No. 2 thereto filed with the
Commission on December 13, 1993, and as further amended by Post Effective
Amendment No. 3 thereto filed with the Commission on February 14, 1994
(collectively, the "Registration Statement"), pursuant to which the Registrant
registered $4,000,000,000 aggregate principal amount of its collateralized
mortgage obligations, issuable in various series, for sale in accordance with
the provisions of the Securities Act of 1933, as amended (the "Act"). Reference
is also hereby made to the Prospectus dated March 27, 1998 and the related
Prospectus Supplement, dated March 27, 1998 (collectively, the "Prospectus"),
which are to be filed with the Commission pursuant to Rule 424(b)(5), with
respect to the Registrant's Collateralized Mortgage Obligations, Series 1998-1
(the "Bonds").
The Registrant is filing this Current Report on Form 8-K to provide
prospective investors with certain materials which constitute "Computational
Materials" within the meaning of the no-action letter dated May 20, 1994 issued
by the Division of Corporation Finance of the Commission to Kidder, Peabody
Acceptance Corporation I, Kidder, Peabody & Co. Incorporated, and Kidder
Structured Asset Corporation and the no-action letter dated May 27, 1994 issued
by the Division of Corporation Finance of the Commission to the Public
Securities Association (together, the "Kidder Letters"), the filing of which
materials is a condition of the relief granted in such letters (such materials
being the "Computational Materials"). The Computational Materials were prepared
solely by Bear, Steams & Co. Inc. in connection with the offering of the Bonds,
and the Registrant did not prepare or participate in the preparation of the
Computational Materials. The Computational Materials are set forth in Exhibit
28.1 hereto.
The assumptions used in preparing the Computational Materials were
based upon a preliminary compilation of the underlying collateral and the
estimated principal amount and other features of the Bonds. The actual features
of the Bonds and a detailed description of the final constituency of the
underlying collateral are set forth in the Prospectus.
Due to the preliminary nature of the collateral and Bond information
used in preparing the Computational Materials, no assurance can be given as to
either the Computational Materials' or the underlying assumptions' accuracy,
appropriateness or completeness in any particular context; nor can assurance be
given as to whether the Computational Materials and/or the assumptions upon
which they are based reflect present market conditions or future market
performance. These Computational Materials should not be construed as either
projections or predictions or as legal, tax, financial or accounting advice.
Any yields or weighted average lives shown in the Computational
Materials are based on prepayment assumptions, and changes in such prepayment
assumptions may dramatically affect such
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yields or weighted average lives. In addition, it is possible that prepayments
on the collateral will occur at rates slower or faster than the rates shown in
the attached Computational Materials.
Furthermore, unless otherwise provided, the Computational Materials
assume no losses on the collateral and no interest shortfall. The specific
characteristics of the Bonds may differ from those shown in the Computational
Materials due to differences between the actual collateral and the hypothetical
collateral used in preparing the Computational Materials. As noted above, the
principal amount and designation of any security described in the Computational
Materials are subject to change prior to issuance.
Please be advised that mortgage-backed securities may not be
appropriate for all investors. Potential investors must be willing to assume,
among other things, market price volatility, mortgage prepayments, yield curve
and interest rate risks. Investors should make every effort to consider the
risks of these securities.
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 and Exhibits.
(c) Exhibits
Exhibit No. Description
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*28.1 Computational Materials provided by Bear,
Stearns & Co. Inc.
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*The Registrant is filing Exhibit 28.1 to this Current Report on Form 8-K on
paper with the Commission under cover of Form SE concurrently with this EDGAR
filing.
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Signature
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.
CMC SECURITIES CORPORATION III
March 30, 1998 By: /s/ ANDREW F. JACOBS
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Andrew F. Jacobs
Senior Vice President - Asset and Liability
Management
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EXHIBITS INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
*28.1 Computational Materials provided by Bear,
Stearns & Co. Inc.
</TABLE>
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*The Registrant is filing Exhibit 28.1 to this Current Report on Form 8-K
no paper with the Commission under cover of Form SE concurrently with this
EDGAR filing.
