<PAGE> 1
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 (Date of earliest event reported) October 23, 1998
NATIONSBANC MONTGOMERY FUNDING CORP.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 333-62301 56-193-0085
- --------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
100 North Tryon Street, Charlotte, North Carolina 28255
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (704) 386-2400
Not applicable
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report.)
<PAGE> 2
Item 5. Other Events.
On or about October 29, 1998, the Registrant will cause the issuance and sale of
approximately $392,627,399 initial principal amount of Mortgage Pass-Through
Certificates, Series 1998-3, consisting of (i) Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10,
Class A-11, Class A-12, Class A-13, Class A-14, Class A-PO, Class B-1, Class
B-2, Class B-3 and Class R (the "Offered Certificates"), and (ii) Class B-4,
Class B-5 and Class B-6 pursuant to a Pooling and Servicing Agreement to be
dated October 1, 1998, among the Registrant, as depositor, NationsBanc Mortgage
Corporation, as master servicer, and Norwest Bank Minnesota, National
Association, as trustee.
In connection with the sale of the Offered Certificates, the
Registrant has been advised by NationsBanc Montgomery Securities LLC (the
"Underwriter"), that the Underwriter has furnished to prospective investors
certain computational materials with respect to the Offered Certificates
following the effective date of Registration Statement No. 333-62301, which are
being filed as exhibits to this report.
The computational materials have been provided to the Registrant by
the Underwriter. The information in the computational materials is preliminary
and may be superseded by the final Prospectus Supplement relating to the
certificates and by any other information subsequently filed with the Securities
and Exchange Commission.
The computational materials were prepared by the Underwriter, 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.
In addition, the actual characteristics and performance of the
mortgage loans underlying the Offered Certificates (the "Mortgage Loans") may
differ from the assumptions used in the computational materials, which are
hypothetical in nature and which were provided to investors 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
Offered 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 Offered Certificates.
<PAGE> 3
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1* Computational Materials
- ------------
* In accordance with Rule 311 of Regulation S-T, this exhibit is being
filed in paper under cover of Form SE.
<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.
NATIONSBANC MONTGOMERY FUNDING CORP.
By: /s/ Robert J. Perret
----------------------------
Name: Robert J. Perret
----------------------------
Its: Senior Vice President
----------------------------
Dated: October 23, 1998
<PAGE> 5
NATIONSBANC MONTGOMERY FUNDING CORP.
EXHIBIT INDEX
Sequentially
Exhibit No Exhibit Description Numbered Page
- ---------- ------------------- -------------
99.1* Computational Materials 6
- ------------
* In accordance with Rule 311 of Regulation S-T, this exhibit is being
filed in paper under cover of Form SE.
