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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) December 11, 1998
Residential Asset Funding Corporation
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(Exact name of registrant as specified in its charter)
North Carolina 333-64775 56-2064715
(State or Other Jurisdiction of (Commission File (I.R.S. Employer
Incorporation) Number) Identification No.)
301 South College Street
Charlotte, North Carolina 28202-6001
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(Address of Principal Executive (Zip Code)
Offices)
Registrant's telephone number, including area code (704) 374-4868
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No Change
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
Description of the Notes and the Mortgage Loans
Residential Asset Funding Corporation registered issuances of up to
$500,000,000 principal amount of Asset Backed Notes and Asset Backed
Certificates on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended (the "Act"), by the Registration Statements
on Form S-3 (Registration File No. 333-64775) (the "Registration Statement").
Pursuant to the Registration Statement, RBMG Funding Co. Mortgage Loan Trust
1998-2 (the "Issuer") issued $170,000,000 in aggregate principal amount of its
Asset Backed Notes, Class A-1 and Class A-2, Series 1998-2 (the "Notes"), on
December 11, 1998. This Current Report on Form 8-K is being filed to satisfy an
undertaking to file copies of certain agreements executed in connection with the
issuance of the Notes.
The Notes were issued pursuant to an Indenture (the "Indenture")
attached hereto as Exhibit 4.1, dated as of December 1, 1998, between RBMG
Funding Co. Mortgage Loan Trust 1998-2, and The Bank of New York, in its
capacity as indenture trustee (the "Indenture Trustee"). The Notes represent
non-recourse obligations of the Issuer, which obligations are secured by a
pledge of mortgage loans and certain related property. The Bank of New York will
serve as indenture trustee with respect to the Notes.
The assets of the Trust consist primarily of (i) two groups of fixed
and adjustable rate, residential one- to four-family, first lien mortgage loans
(the "Mortgage Loans") to be pledged to the Indenture Trustee for the benefit of
the holders of the Notes, (ii) all payments in respect of principal and interest
on the Mortgage Loans (other than any principal or interest payments on the
Mortgage Loans due on or prior to the applicable Cut-Off Date), (iii) the
Issuer's rights under the Depositor Sale Agreement and the Servicing Agreement,
(iv) the rights of the Indenture Trustee under the Insurance Policy, (v) the
Pre-Funding Accounts, and funds on deposit therein and (vi) certain other
property.
Interest distributions on each Class of Notes are based on the
aggregate principal balance thereof and the then applicable Note Interest Rate
thereof. With respect to the Class A-1 Notes, the Note Interest Rate is LIBOR
plus 0.64% for each Interest Period prior to the Redemption Date and LIBOR plus
1.28% for each Interest Period thereafter. With respect to the Class A-2 Notes,
the Note Interest Rate is LIBOR plus 0.65% for each Interest Period prior to the
Redemption Date and LIBOR plus 1.30% for each Interest Period thereafter.
As of December 1, 1998, the Mortgage Loans possessed the
characteristics described in the Prospectus dated November 10, 1998 and the
Prospectus Supplement dated December 9, 1998 filed pursuant to Rule 424(b)(2) of
the Act on December 10, 1998.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Not applicable
(b) Not applicable
1
(c) Exhibit 1.1. Underwriting Agreement, dated December 9, 1998, between
Residential Asset Funding Corporation and Wheat First Securities,
Inc. acting through First Union Capital Markets, a division of Wheat
First Securities, Inc.
Exhibit 4.1. Indenture, dated as of December 1, 1998, between the
Issuer and the Indenture Trustee.
Exhibit 8.1. Opinion of Dewey Ballantine LLP regarding tax matters,
dated December 11, 1998.
Exhibit 10.1. Indemnification Agreement, dated as of December 1,
1998, among MBIA Insurance Corporation, Resource Bancshares Mortgage
Group, Inc., Ocwen Federal Bank FSB, Residential Asset Funding
Corporation and Wheat First Securities, Inc.
Exhibit 10.2. Insurance Agreement, dated as of December 1, 1998,
among MBIA Insurance Corporation, Ocwen Federal Bank FSB, Resource
Bancshares Mortgage Group, Inc., RBMG Funding Co., RBMG Funding Co.
Mortgage Loan Trust 1998-2, RBMG Asset Management Company, Inc.,
Residential Asset Funding Corporation, First Union Corporation and
The Bank of New York.
Exhibit 23.1. Consent of PricewaterhouseCoopers L.L.P. regarding
financial statements of the MBIA Insurance Corporation and
Subsidiaries.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
RESIDENTIAL ASSET FUNDING CORPORATION,
as Depositor and on behalf of RBMG Funding Co.
Mortgage Loan Trust 1998-2
Registrant
By: /s/ Shanker Merchant
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Name: Shanker Merchant
Title: Senior Vice President
Dated: December 11, 1998
EXHIBIT INDEX
Exhibit No. Description
Exhibit 1.1 Underwriting Agreement, dated December 9, 1998, between
Residential Asset Funding Corporation and Wheat First
Securities, Inc. acting through First Union Capital
Markets, a division of Wheat First Securities, Inc.
Exhibit 4.1 Indenture, dated as of December 1, 1998, between the
Issuer and the Indenture Trustee.
Exhibit 8.1 Opinion of Dewey Ballantine LLP regarding tax matters,
dated December 11, 1998.
Exhibit 10.1 Indemnification Agreement, dated as of December 1, 1998,
among MBIA Insurance Corporation, Resource Bancshares
Mortgage Group, Inc., Ocwen Federal Bank FSB, Residential
Asset Funding Corporation and Wheat First Securities, Inc.
Exhibit 10.2 Insurance Agreement, dated as of December 1, 1998, among MBIA
Insurance Corporation, Ocwen Federal Bank FSB, Resource
Bancshares Mortgage Group, Inc., RBMG Funding Co., RBMG
Funding Co. Mortgage Loan Trust 1998-2, RBMG Asset Management
Company, Inc., Residential Asset Funding Corporation, First
Union Corporation and The Bank of New York.
Exhibit 23.1 Consent of PricewaterhouseCoopers L.L.P. regarding financial
statements of the MBIA Insurance Corporation and Subsidiaries.