RESIDENTIAL FUNDING MORTGAGE SECURITIES II INC
8-K, 1997-08-22
ASSET-BACKED SECURITIES
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                                                      -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: August 21, 1997
(Date of earliest event reported)



                Residential Funding Mortgage Securities II, Inc.
             (Exact name of registrant as specified in its charter)


DELAWARE                          333-28025                 41-1808858
(State or Other Juris-           (Commission          (I.R.S. Employer
diction of Incorporation)       File Number)       Identification No.)


       8400 Normandale Lake Blvd., Suite 600, Minneapolis, Minnesota 55437
               (Address of Principal Executive Office) (Zip Code)


        Registrant's telephone number, including area code:(612) 832-7000






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                                                      -2-

Item 5.  Other Events.

                  On or about August 28,  1997,  the  Registrant  will cause the
         issuance and sale of Home Loan-Backed Notes, Series  1997-GMACM4,  (the
         "Term  Notes")  issued  pursuant  to a an  Indenture  to be dated as of
         August 1, 1997, between Home Loan Equity Trust 1997-GMACM4,  as issuer,
         and The Chase Manhattan Bank, N.A., as indenture trustee.

                  In connection  with the sale of the Term Notes  (collectively,
         the  "Underwritten   Notes"),   the  Registrant  has  been  advised  by
         Residential  Funding  Securities  Corporation as representative for the
         Underwriter (the "Underwriter"),  that the Underwriter has furnished to
         prospective  investors  certain  yield  tables and other  computational
         materials  (the   "Computational   Materials")   with  respect  to  the
         Underwritten   Notes  following  the  effective  date  of  Registration
         Statement  No.333-28025,  which Computational Materials are being filed
         manually as exhibits 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  Notes and by any other  information  subsequently
         filed with the Securities and Exchange Commission.

                  The   Computational   Materials  consist  of  the  pages  (the
         "Computational  Materials")  that appear  after the Form SE cover sheet
         and the  page  headed  "NOTICE".  The  Underwriters  have  advised  the
         Registrant that certain information in the Computational  Materials may
         have been  based on  assumptions  that  differed  from the  final  pool
         information.

                  The Computational Materials was prepared by the Underwriter at
         the  request of certain  prospective  investors,  based on  assumptions
         provided  by,  and  satisfying  the  special   requirements   of,  such
         prospective  investors.  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
         investors other than those specifically requesting them.

                  In addition, the actual characteristics and performance of the
         Mortgage loans underlying the Underwritten Notes (the "Mortgage Loans")
         may differ from the assumptions  used in the  Computational  Materials,
         which are  hypothetical  in nature and which were  provided  to certain
         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 Underwritten Notes might vary
         under varying

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                                                      -3-

         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 a
         particular class of Underwritten Notes.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits


         (a)      Financial Statements.

                  Not applicable.

         (b)      Pro Forma Financial Information.

                  Not applicable.

         (c)      Exhibits



                    Item 601(a) of
                    Regulation S-K
Exhibit No.         Exhibit No.                       Description
   1                   99                 Computational Materials



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                                                      -4-

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this  report  to be  signed  on behalf of the
Registrant by the undersigned thereunto duly authorized.


                                           RESIDENTIAL FUNDING MORTGAGE
                                           SECURITIES II, INC.

                                           By:   /s/ Diane S. Wold
                                           Name: Diane S. Wold
                                           Title: Vice President




Dated: August 21, 1997


























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                                                      -5-



         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this  report  to be  signed  on behalf of the
Registrant by the undersigned thereunto duly authorized.


                                          RESIDENTIAL FUNDING MORTGAGE
                                          SECURITIES
                                          By:
                                          Name: Diane S. Wold
                                            Title: Vice President




Dated: August 21, 1997

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                                                      -6-

                                  EXHIBIT INDEX


                    Item 601 (a) of   Sequentially
 Exhibit           Regulation S-K    Numbered
 Number              Exhibit No.      Description              Page

 1                    99           Computational Materials      Filed Manually


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                                                      -7-
                                     EXHIBIT

                             (Intentionally Omitted)

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