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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
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(State or Other Jurisdiction of (Commission File (I.R.S. Employer
Incorporation) Number) Identification No.)
301 South College Street
Charlotte, North Carolina 28202-6001
(Address of Principal Executive -------------------
Offices) (Zip Code)
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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 Mortgage Pass-Through 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) (as amended, the "Registration Statement"). Pursuant to the
Registration Statement, Mortgage Lenders Network Home Equity Loan Trust 1998-3
(the "Trust") issued $114,925,000 in aggregate principal amount of its Asset
Backed Notes, Series 1998-3 (the "Notes"), on December 18, 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 Mortgage
Lenders Network Home Equity Loan Trust 1998-3 and Norwest Bank Minnesota,
National Association, in its capacity as indenture trustee (the "Indenture
Trustee"). The Notes represent obligations of the Trust, which obligations are
secured by a pledge of mortgage loans and certain related property. Norwest Bank
Minnesota, National Association, will serve as indenture trustee with respect to
the Notes and the Registrant is filing herewith as Exhibit 25.1 to this Form
8-K, the Form T-1 Statement of Eligibility for the Trustee.
The assets of the Trust consist primarily of fixed-rate, closed-end,
conventional, monthly pay, mortgage loans (the "Mortgage Loans") secured by
first or second lien mortgages or deeds of trust (the "Mortgages") on real
properties (the "Mortgage Properties"). The Mortgaged Properties securing the
Mortgage Loans consist primarily of single family residences (which may be
detached, part of a two-to four-family dwelling, a condominium unit, a mixed use
property or a unit in a planned unit development).
Interest distributions on the Notes are based on the aggregate
principal balance thereof and the then applicable Note Interest Rate thereof.
The Note Interest Rate for the Notes is 6.38% for each Interest Period prior to
the Initial Redemption Date and 6.88% 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 11, 1998 filed pursuant to Rule 424(b)(5)
of the Act on June 21, 1998.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Not applicable
(b) Not applicable
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(c) Exhibit 2.1. Mortgage Loan Sale Agreement, dated December 1 among
Mortgage Lenders Network USA, Inc. ("MLN"), Norwest Bank Minnesota,
National Association ("Norwest" and Residential Asset Funding
Corporation ("RAFC").
Exhibit 2.2. Mortgage Loan Contribution Agreement, dated December 1,
1998, between Mortgage Lenders Network Home Equity Loan Trust,
Series 1998-3 (the "Issuer") and RAFC.
Exhibit 4.2. Deposit Trust Agreement, dated as of December 1, 1998,
among RAFC, MLN, Norwest and Wilmington Trust Company, as Owner
Trustee.
Exhibit 5.1. Opinion of Dewey Ballantine LLP regarding legality
Exhibit 5.2. Opinion of Dewey Ballantine LLP regarding tax matters.
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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 Mortgage Lenders
Network Home Equity Loan Trust 1998-3
Registrant
By: /s/ Carolyn Eskridge
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Name: Carolyn Eskridge
Title: Vice President
Dated: December 31, 1998
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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Exhibit 2.1. Mortgage Loan Sale Agreement, dated December 1 among Mortgage
Lenders Network USA, Inc. ("MLN"), Norwest Bank Minnesota,
National Association ("Norwest" and Residential Asset Funding
Corporation ("RAFC").
Exhibit 2.2. Mortgage Loan Contribution Agreement, dated December 1, 1998,
between Mortgage Lenders Network Home Equity Loan Trust,
Series 1998-3 (the "Issuer") and RAFC
Exhibit 4.2. Deposit Trust Agreement, dated as of December 1, 1998, among
RAFC, MLN, Norwest and Wilmington Trust Company, as Owner
Trustee
Exhibit 5.1. Opinion of Dewey Ballantine LLP regarding legality
Exhibit 5.2. Opinion of Dewey Ballantine LLP regarding tax matters.
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