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 9, 1996):
October 11, 1996
RESOURCE MORTGAGE CAPITAL, INC.
(Exact Name of Registrant as Specified in Charter)
Virginia 1-9819 52-1549373
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification
No.)
Incorporation)
4880 Cox Road, Glen Allen, Virginia 23060
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (804) 967-5800
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
This filing is made to effect the incorporation by reference of the
accompanying exhibits in the Company's Registration Statement No. 33-50705
on Form S-3, filed with the Securities and Exchange Commission, which
became effective on February 2, 1994, to supply information omitted from
Item 14 of the above described Registration Statement (Attached as Annex
A).
Item 7. Exhibits.
(c). Exhibits.
1.1 Underwriting Agreement.
4.1 Form of Amendment to Articles of Incorporation establishing
Series C Cumulative Convertible Preferred Stock.
4.2 Form of Certificate for the Series C Cumulative Convertible
Preferred Stock.
4.3 Form of Amendment to Articles of Incorporation regarding par
value of the Company's Preferred Stock.
5.1 Legal Opinion of Venable, Baetjer and Howard, LLP.
8.1 Tax Opinion of Venable, Baetjer and Howard, LLP.
12.1 Ratio of Available Earnings to Fixed Charges.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Venable, Baetjer and Howard, LLP (contained
in Exhibits 5.1 and 8.1 filed herewith).
99.1 Consolidated Balance Sheets at September 30, 1996 and
December 31, 1995 and Consolidated Statements of
Operations for the quarters and nine months ended
September 30, 1996 and 1995.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Date: October 11, 1996 RESOURCE MORTGAGE CAPITAL, INC.
By: /s/ Thomas H. Pott
Thomas H. Potts
President
ANNEX A
Item 14. Other Expenses of Issuance and Distribution
The estimated expenses, other than underwriting discounts and commissions,
in connection with the offering of Securities are:
Registration Fee $21,000
Legal Fees and Expenses 50,000
Accounting Fees and Expenses 35,000
Blue Sky Qualification and Expenses including 5,000
Counsel Fees
New York Stock Exchange Listing Fee 1,500
Nasdaq/NMS Entry and Listing Fees 1,000
NASD Fee 5,000
Printing and Engraving Expenses 32,000
Transfer and Registrar Fees 7,500
Miscellaneous 2,000
TOTAL 160,000
EXHIBIT INDEX
Exhibit Page
1.1 Underwriting Agreement 6
4.1 Form of Amendment to Articles of Incorporation
establishing Series C Cumulative Convertible
Preferred Stock 23
4.2 Form of Certificate for the Series C Cumulative
Convertible Preferred Stock. 45
4.3 Form of Amendment to Articles of Incorporation
regarding par value of the Preferred Stock 47
5.1 Legal Opinion of Venable, Baetjer and Howard, LLP. 48
8.1 Tax Opinion of Venable, Baetjer and Howard, LLP. 50
12.1 Ratio of Available Earnings to Fixed Charges. 57
23.1 Consent of KPMG Peat Marwick LLP. 58
23.2 Consent of Venable, Baetjer and Howard, LLP
(contained in Exhibits 5.1 and 8.1 filed herewith) - - -
99.1 Consolidated Balance Sheets at September 30, 1996 and
December 31, 1995 and Consolidated Statements
of Operations for the periods ended September 30,
1996 and 1995. 59