-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: March 23, 1999
(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
<PAGE>
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Item 5Other Events.
On March 30, 1999, the Registrant expects to cause the issuance and
sale of Home Equity Loan Pass-Through Certificates, Series 1999-HS2 (the
"Certificates") pursuant to a Pooling and Servicing Agreement to be dated
as of March 1, 1999 among RFMSII, Inc. as Seller, RFC as Master Servicer
and The First National Bank of Chicago, as Trustee.
In connection with the expected sale of the Certificatres by Morgan
Stanley Dean Witter (the "Underwriter"), the Registrant has been advised
by the Underwriter that the Underwriter has furnished to prospective
investors certain collateral information with respect to the mortgage
loans ("Mortgage Loans") underlying the proposed offering of the
Certificates (the "Collateral Term Sheets"), which Collateral Term Sheets
are being filed electronically as exhibits to this report.
The Collateral Term Sheets have been provided by the Underwriter.
The information in the Collateral Term Sheets is preliminary and will be
superseded by the Description of the Mortgage Pool contained in the
Prospectus Supplement relating to the Certificates and by any other
information subsequently filed with the Securities and Exchange
Commission.
The Collateral Term Sheets were prepared by the Underwriter at the
request of certain prospective investors. The Collateral Term Sheets may
be based on information that differs from the information set forth in the
Prospectus Supplement.
In addition, the actual characteristics and performance of the
Revolving Credit Loans underlying the Certificates may differ from the
information provided in the Collateral Term Sheets, which were provided to
certain investors only to give a sense of the underlying collateral which
will affect the maturity, interest rate sensitivity and cash flow
characteristics of the Certificates. Any difference between the collateral
information in the Collateral Term Sheets and the actual characteristics
of the Mortgage Loans will affect the actual yield, average life,
duration, expected maturity, interest rate sensitivity and cash flow
characteristics of the Certificates.
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Item 7Financial 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 Collateral Term Sheets
<PAGE>
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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: March 23, 1999
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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:
Name: Diane S. Wold
Title: Vice President
Dated: March 23, 1999
<PAGE>
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EXHIBIT INDEX
Item 601 (a) of Sequentially
Exhibit Regulation S-K Numbered
Number Exhibit No. Description
1 99 Collateral Term Electronically
Sheets Filed
<PAGE>
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EXHIBIT 1
MORGAN STANLEY DEAN WITTER [GRAPHIC OMITTED]
March 22, 1999
Mortgage Finance Group
MBS/ABS Capital Markets
ABS New Transaction
TERM SHEET
Marketing Today
Monday, March 22, 1999
$230.7 Million
RFMSII 1999-HS2
Home Equity ABS
The information herein has been provided solely by Morgan Stanley & Co.
Incorporated based on information with respect to the mortgage loans provided by
the sponsor. Neither the sponsor nor any of its affiliates makes any
representations as to the accuracy or completeness of the information herein.
The information herein is preliminary and will be superseded by the Prospectus
Supplement and by any other information subsequently filed with the Securities
and Exchange Commission (SEC). All assumptions and information in this report
reflect Morgan Stanley & Co. Incorporated's judgement as of this date and are
subject to change. All analyses are based on certain assumptions noted herein
and different assumptions could yield substantially different results. You are
cautioned that there is no universally accepted method for analyzing financial
instruments. You should review the assumptions: there may be differences between
these assumptions and your actual business practices. Further, Morgan Stanley &
Co. Incorporated does not guarantee any results and there is no guarantee as to
the liquidity of the instruments involved in this analysis. The decision to
adopt any strategy remains your responsibility. Morgan Stanley & Co.
Incorporated or any of its affiliates or their officers, directors, analysts, or
employees may have positions in securities, commodities or derivative
instruments therein referred to here, and may, as principal, or agent, buy or
sell such securities, commodities, or derivative instruments. In addition,
Morgan Stanley & Co. Incorporated may make a market in the securities referred
to herein. Neither the information nor the assumptions reflected herein shall be
construed to be, or constitute, an offer to sell or buy a solicitation of an
offer to sell or buy any securities, commodities or derivative instruments
mentioned herein. No sale of any securities, commodities or derivative
instruments should be consummated without the purchaser first having received a
Prospectus and, if required, Prospectus Supplement. Finally, Morgan Stanley &
Co. Incorporated has not addressed the legal, accounting, and tax implications
of the analysis with respect to you, and Morgan Stanley & Co. Incorporated
strongly urges you to seek advice from your counsel, accountant and tax advisor.
To Our Readers Worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated and approved by Morgan Stanley
& Co. International Limited, a member of The Securities and Futures Authority
Limited and Morgan Stanley Japan, Ltd. We recommend that investors obtain the
advice of their Morgan Stanley & Co. International Limited or Morgan Stanley
Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
<PAGE>
MORGAN STANLEY DEAN WITTER [GRAPHIC OMITTED]
Mortgage Finance Group
MBS/ABS Capital Markets
$ 230,657,000
RESIDENTIAL FUNDING CORPORATION
Seller and Master Servicer
Residential Funding Mortgage Securities II, Inc.
Home Equity Loan Pass-Through Certificates, Series 1999-HS2
<TABLE>
Transaction Highlights
<CAPTION>
Payment Price
Expected Ratings Average Life Window Talk
Class Class Size (S&P/Fitch) to Maturity To Maturity Benchmark (bps)
====================================================================================================================================
<S> <C> <C> <C> <C>
A-I-1 38,000,000 AAA/AAA 0.83 years 4/99 to 10/00 (19 months)
A-I-2 20,000,000 AAA/AAA 2.03 years 10/00 to 10/01 (13 months)
A-I-3 12,000,000 AAA/AAA 3.05 years 10/01 to 10/02 (13 months)
A-I-4 15,991,000 AAA/AAA 4.81 years 10/02 to 1/06 (40 months)
A-I-5 5.000,000 AAA/AAA 6.82 years 1/06 to 1/06 (1 month)
A-I-6 10,110,000 AAA/AAA 5.74 years 4/02 to 1/06 (45 months)
NAS IO 23,065,000 AAA/AAA 1.99 years 3/01 to 3/01 (1 month)
A-II $129,556,000 AAA/AAA 2.73 years 4/99 to 1/06 (81 months)
</TABLE>
Originators: Various Sellers under Residential Funding
Corporation's ("RFC") Goal Loan closed end
home equity loan program
Issuer: Residential Funding Mortgage Securities II, Inc.
Master Servicer: Residential Funding Corporation
Primary Servicer: GMAC Mortgage Corporation
Trustee: First National Bank of Chicago
Insurer: AMBAC Assurance Corporation
Insurance Policy: 100% guaranty of principal and interest
Managers: MORGAN STANLEY DEAN WITTER (Sole Manager)
Day Count Basis: 30/360
Expected Pricing Date: March 23, 1999
Expected Settlement: March 30, 1999 through DTC, Cedel, and Euroclear
Distribution Dates: The 25th of each month, beginning in April, 1999.
Pricing Speed: CPR increases from 4% to 28% over the first
12 months, 28% CPR thereafter
Undercolleralization: 1% of the Class A-II collateral balance
Optional Call: 10% clean-up call (10% of pool balance)
Tax Status: REMIC
The information herein has been provided solely by Morgan Stanley & Co.
Incorporated based on information with respect to the mortgage loans provided by
the sponsor. Neither the sponsor nor any of its affiliates makes any
representations as to the accuracy or completeness of the information herein.
The information herein is preliminary and will be superseded by the Prospectus
Supplement and by any other information subsequently filed with the Securities
and Exchange Commission (SEC). All assumptions and information in this report
reflect Morgan Stanley & Co. Incorporated's judgement as of this date and are
subject to change. All analyses are based on certain assumptions noted herein
and different assumptions could yield substantially different results. You are
cautioned that there is no universally accepted method for analyzing financial
instruments. You should review the assumptions: there may be differences between
these assumptions and your actual business practices. Further, Morgan Stanley &
Co. Incorporated does not guarantee any results and there is no guarantee as to
the liquidity of the instruments involved in this analysis. The decision to
adopt any strategy remains your responsibility. Morgan Stanley & Co.
Incorporated or any of its affiliates or their officers, directors, analysts, or
employees may have positions in securities, commodities or derivative
instruments therein referred to here, and may, as principal, or agent, buy or
sell such securities, commodities, or derivative instruments. In addition,
Morgan Stanley & Co. Incorporated may make a market in the securities referred
to herein. Neither the information nor the assumptions reflected herein shall be
construed to be, or constitute, an offer to sell or buy a solicitation of an
offer to sell or buy any securities, commodities or derivative instruments
mentioned herein. No sale of any securities, commodities or derivative
instruments should be consummated without the purchaser first having received a
Prospectus and, if required, Prospectus Supplement. Finally, Morgan Stanley &
Co. Incorporated has not addressed the legal, accounting, and tax implications
of the analysis with respect to you, and Morgan Stanley & Co. Incorporated
strongly urges you to seek advice from your counsel, accountant and tax advisor.
To Our Readers Worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated and approved by Morgan Stanley
& Co. International Limited, a member of The Securities and Futures Authority
Limited and Morgan Stanley Japan, Ltd. We recommend that investors obtain the
advice of their Morgan Stanley & Co. International Limited or Morgan Stanley
Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
<PAGE>
Credit Enhancement
Class A-I-1 through A-I-6, NAS IO and A-II Credit Enhancement:
1.Excess interest
2.Overcollateralization building up to 2.8%* of the total collateral
balance(Group A-I and Group A-II combined)
3.AMBAC Assurance Corporation of 100% of principal and interest allocable to the
Certificates provided.
* Overcollateralization will build up to 2.8% until month 30, after which
overcollateralization will equal the lesser of 2.8% of the original pool balance
or 5.6% of the current pool balance subject to a floor of 0.50% of the original
pool balance.
Credit Structure
Application of Collections: Collections of principal and interest
generated by the pool will be applied monthly
as described below.
Interest and Principal Collections: Collections of interest and principal will
be applied in the following priority:
Servicing fee payment (0.58% annual fee) plus
any accrued and unpaid servicing fee; Any
accrued interest due on the Certificates; To
pay principal on the Certificates from
principal collections; Any Liquidation Loss
Amount allocable to the Certificates; Any
Liquidation Loss Amount allocable to the
Certificates from a previous period and not
yet paid; The insurance policy premium and
any unpaid premium amounts; Reimbursement of
AMBAC for prior draws on the insurance
policy; Payment as principal on the
Certificates to increase the
overcollateralization amount up to the O/C
target; Payment to Residual Certificate
holders.
Interest collections allocated pursuant to
items 4, 5, 7, and 8 constitute "Excess Interest" which is utilized to cover
losses on interest and principal payments on the loans.
Principal Distribution: Collections of principal will be distributed to the
Certificates in the following priority:
Class A-I-1 through A-I-6 are paid sequentially until zero
from the A-I principal distribution amount. Class A-II is
paid from the Group A-II principal distribution amount.
The Class A-I-6 Certificates are lockout bonds. They receive
no principal payments for the first 36 periods. For the next
24 periods they receive 45% of their pro-rata percentage of
the Group 2 principal distribution amount. For the next
twelve periods, they receive 80% of their pro-rata
percentage of the Group A-I principal amount. For the twelve
periods after that, they receive 100% of their pro-rata
percentage of the Group A-I principal distribution amount.
Ther 300% of their pro-rata percentage of the Group A-I
principal distribution amount, and a 100% of the Group A-I
principal distribution amount.
The information herein has been provided solely by Morgan Stanley & Co.
Incorporated based on information with respect to the mortgage loans provided by
the sponsor. Neither the sponsor nor any of its affiliates makes any
representations as to the accuracy or completeness of the information herein.
The information herein is preliminary and will be superseded by the Prospectus
Supplement and by any other information subsequently filed with the Securities
and Exchange Commission (SEC). All assumptions and information in this report
reflect Morgan Stanley & Co. Incorporated's judgement as of this date and are
subject to change. All analyses are based on certain assumptions noted herein
and different assumptions could yield substantially different results. You are
cautioned that there is no universally accepted method for analyzing financial
instruments. You should review the assumptions: there may be differences between
these assumptions and your actual business practices. Further, Morgan Stanley &
Co. Incorporated does not guarantee any results and there is no guarantee as to
the liquidity of the instruments involved in this analysis. The decision to
adopt any strategy remains your responsibility. Morgan Stanley & Co.
Incorporated or any of its affiliates or their officers, directors, analysts, or
employees may have positions in securities, commodities or derivative
instruments therein referred to here, and may, as principal, or agent, buy or
sell such securities, commodities, or derivative instruments. In addition,
Morgan Stanley & Co. Incorporated may make a market in the securities referred
to herein. Neither the information nor the assumptions reflected herein shall be
construed to be, or constitute, an offer to sell or buy a solicitation of an
offer to sell or buy any securities, commodities or derivative instruments
mentioned herein. No sale of any securities, commodities or derivative
instruments should be consummated without the purchaser first having received a
Prospectus and, if required, Prospectus Supplement. Finally, Morgan Stanley &
Co. Incorporated has not addressed the legal, accounting, and tax implications
of the analysis with respect to you, and Morgan Stanley & Co. Incorporated
strongly urges you to seek advice from your counsel, accountant and tax advisor.
To Our Readers Worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated and approved by Morgan Stanley
& Co. International Limited, a member of The Securities and Futures Authority
Limited and Morgan Stanley Japan, Ltd. We recommend that investors obtain the
advice of their Morgan Stanley & Co. International Limited or Morgan Stanley
Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
<PAGE>
RFMSII 1999-HS2 Collateral Description
Collateral: The collateral pool consists of 2 groups of fixed-rate, closed-end
home equity loans with remaining terms to maturity of not more than 360
months (including both fully amortizing and balloon loans). As of March 1,
1999 (the "Cut-off Date"), Group A-I totaled $101,099,906 and Group A-II
totaled $128,273,367.
<TABLE>
<CAPTION>
Group A-I Group A-II
<S> <C> <C>
Aggregate Pool Balance: $101,099,906 $128,273,367*
Number of Loans: 2,228 4,311
Average Outstanding Balance: $45,377 $29,755
Average Original Balance: $45,620 ($10,000 min to $250,000 m29,985 ($5,600 min to $110,000 max)
Weighted Average Gross Coupon: 10.29% (range: 7.75% - 14.45%) 10.67% (range: 7.88% - 15.00%)
Loan Type: 100% Fixed Rate 100% Fixed Rate
Remaining Weighted Average Maturity: 179 months (range: 59 months - 359180nmonths (range: 51 months - 299 months)
Average FICO Score: 721 716
Lien Position: 100% seconds 0.22% firsts; 99.78% seconds
Combined Loan to Value Ratio: 91.71% 91.68%
Average Junior Lien Mortgage Ratio: 16.09% 20.46%
Property Type: a) 66.40% single family a) 76.62% single family
b) 25.41% dem PUD b) 13.92% dem PUD
c) 2.77% PUD c) 5.10% PUD
d) 5.43% other d) 1.06% other
Owner Occupancy: a) 100% owner occupied 99.87% owner occupied
0.13% second home
Balloon: 60.28% 38.18%
Geographic Distribution (> 5%): CA (54.87%), VA (13.44%), MD (10.0CA)(45.65%), VA (9.14%), MD (6.23%)
</TABLE>
* 1% less than the class A-II certificate balance
The information herein has been provided solely by Morgan Stanley & Co.
Incorporated based on information with respect to the mortgage loans provided by
the sponsor. Neither the sponsor nor any of its affiliates makes any
representations as to the accuracy or completeness of the information herein.
The information herein is preliminary and will be superseded by the Prospectus
Supplement and by any other information subsequently filed with the Securities
and Exchange Commission (SEC). All assumptions and information in this report
reflect Morgan Stanley & Co. Incorporated's judgement as of this date and are
subject to change. All analyses are based on certain assumptions noted herein
and different assumptions could yield substantially different results. You are
cautioned that there is no universally accepted method for analyzing financial
instruments. You should review the assumptions: there may be differences between
these assumptions and your actual business practices. Further, Morgan Stanley &
Co. Incorporated does not guarantee any results and there is no guarantee as to
the liquidity of the instruments involved in this analysis. The decision to
adopt any strategy remains your responsibility. Morgan Stanley & Co.
Incorporated or any of its affiliates or their officers, directors, analysts, or
employees may have positions in securities, commodities or derivative
instruments therein referred to here, and may, as principal, or agent, buy or
sell such securities, commodities, or derivative instruments. In addition,
Morgan Stanley & Co. Incorporated may make a market in the securities referred
to herein. Neither the information nor the assumptions reflected herein shall be
construed to be, or constitute, an offer to sell or buy a solicitation of an
offer to sell or buy any securities, commodities or derivative instruments
mentioned herein. No sale of any securities, commodities or derivative
instruments should be consummated without the purchaser first having received a
Prospectus and, if required, Prospectus Supplement. Finally, Morgan Stanley &
Co. Incorporated has not addressed the legal, accounting, and tax implications
of the analysis with respect to you, and Morgan Stanley & Co. Incorporated
strongly urges you to seek advice from your counsel, accountant and tax advisor.
To Our Readers Worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated and approved by Morgan Stanley
& Co. International Limited, a member of The Securities and Futures Authority
Limited and Morgan Stanley Japan, Ltd. We recommend that investors obtain the
advice of their Morgan Stanley & Co. International Limited or Morgan Stanley
Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
<PAGE>
Contacts
Mortgage Finance Group
Phone
NY: Sanjeev Khanna 761-2132
Steven Shapiro 761-2146
Fred Hubert 761-2122
Jessica Bellamy 761-2140
Asset Backed Research
Phone
NY: Chip Schorin 761-1452
Steve Weinreich 761-1458
ABS/MBS Capital Markets
Phone
NY: Dennis Scurletis 761-2248
Yared Yawand-Wossen 761-1973
Mike Sternberg 761-1976
Mike Edman 761-1984
Asset Backed Trading
Phone
NY: Ryan Marshall 761-2060
Howard Hubler 761-2088
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Please Direct
All Questions and Orders
To Mortgage/Asset
Capital Markets
Yared x11973
- -------------------------------------------------------------------
The information herein has been provided solely by Morgan Stanley & Co.
Incorporated based on information with respect to the mortgage loans provided by
the sponsor. Neither the sponsor nor any of its affiliates makes any
representations as to the accuracy or completeness of the information herein.
The information herein is preliminary and will be superseded by the Prospectus
Supplement and by any other information subsequently filed with the Securities
and Exchange Commission (SEC). All assumptions and information in this report
reflect Morgan Stanley & Co. Incorporated's judgement as of this date and are
subject to change. All analyses are based on certain assumptions noted herein
and different assumptions could yield substantially different results. You are
cautioned that there is no universally accepted method for analyzing financial
instruments. You should review the assumptions: there may be differences between
these assumptions and your actual business practices. Further, Morgan Stanley &
Co. Incorporated does not guarantee any results and there is no guarantee as to
the liquidity of the instruments involved in this analysis. The decision to
adopt any strategy remains your responsibility. Morgan Stanley & Co.
Incorporated or any of its affiliates or their officers, directors, analysts, or
employees may have positions in securities, commodities or derivative
instruments therein referred to here, and may, as principal, or agent, buy or
sell such securities, commodities, or derivative instruments. In addition,
Morgan Stanley & Co. Incorporated may make a market in the securities referred
to herein. Neither the information nor the assumptions reflected herein shall be
construed to be, or constitute, an offer to sell or buy a solicitation of an
offer to sell or buy any securities, commodities or derivative instruments
mentioned herein. No sale of any securities, commodities or derivative
instruments should be consummated without the purchaser first having received a
Prospectus and, if required, Prospectus Supplement. Finally, Morgan Stanley &
Co. Incorporated has not addressed the legal, accounting, and tax implications
of the analysis with respect to you, and Morgan Stanley & Co. Incorporated
strongly urges you to seek advice from your counsel, accountant and tax advisor.
To Our Readers Worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated and approved by Morgan Stanley
& Co. International Limited, a member of The Securities and Futures Authority
Limited and Morgan Stanley Japan, Ltd. We recommend that investors obtain the
advice of their Morgan Stanley & Co. International Limited or Morgan Stanley
Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
<PAGE>
<PAGE>
