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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 Exchange Act of 1934
Date of Report (Date of earliest event reported) June 24, 1998
Fund America Investors Corporation II
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(Exact Name of Registrant as Specified in Charter)
Delaware 333-33823 84-1218906
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(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
6400 S. Fiddler's Green Circle, Suite 1200B, Englewood, Colorado 80111
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (303) 290-6025
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(Former Name or Former Address if Changed Since Last Report)
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Item 5. Other Events.
The Registrant entered into an Underwriting Agreement, dated as of June
24, 1998, with Salomon Brothers Inc (the "Underwriter"), pursuant to which the
Underwriter agrees to purchase, and offer for sale to the public, approximately
$236,526,000 aggregate initial principal amount of the Registrant's
Collateralized Mortgage Obligations, Series 1998-NMC1, which will consist of
four classes of bonds (collectively, the "Bonds"), designated as the Class A
Bonds, the Class M-1 Bonds, the Class M-2 Bonds and the Class M-3 Bonds. The
Bonds are registered for sale under the Registrant's effective shelf
Registration Statement on Form S-3 (333-33823) and will be offered pursuant to a
Prospectus, dated June 24, 1998, and a related Prospectus Supplement, dated June
24, 1998, to be filed with the Securities and Exchange Commission pursuant to
the Securities Act of 1933, as amended, and Rule 424 thereunder.
Filed as Exhibit 23.1 to this Form 8-K is the consent of Deloitte &
Touche LLP ("Deloitte") relating to the referral to Deloitte as experts in the
aforementioned Prospectus and the incorporation by reference in Registrant's
aforementioned effective shelf Registration Statement No. 333-33823 of
Deloitte's report dated February 27, 1998 appearing on Form 10-K of Registrant
for the year ended December 31, 1997.
Item 7. Exhibits.
23.1 Consent of Deloitte & Touche LLP
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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 thereunto duly authorized.
June 24, 1998 FUND AMERICA INVESTORS CORPORATION II
By: /s/ Peter R. Lang
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Name: Peter R. Lang
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Title: Vice President
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EXHIBIT INDEX
23.1 Consent of Deloitte & Touche LLP
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
333-33823 of Fund America Investors Corporation II on Form S-3 of the report of
Deloitte & Touche dated February 27, 1998, appearing in the Annual Report on
Form 10-K of Fund America Investors Corporation II for the year ended December
31, 1997 and to the reference to Deloitte & Touche LLP under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Denver, Colorado
June 29, 1998
