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 March 25, 1998 Date of Report (Date of Earliest Event Reported) Headlands Mortgage Securities Inc. (as Sponsor under a Pooling and Servicing Agreement dated as of February 1, 1997 providing for the issuance of the Mortgage Pass-Through Certificates, Series 1997-1) HEADLANDS MORTGAGE SECURITIES INC. ---------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 333-16679-1 68-0397342 -------- ----------- ---------- (State or Other Jurisdiction (Commission File (I.R.S. Employer of Incorporation) Number) Identification No.) 1100 Larkspur Landing Circle, Suite 101, Larkspur, CA 94939 ----------------------------------------------------------- (Address of Principal Executive Offices) (415) 461-6790 -------------- (Registrant's Telephone Number, Including Area Code) Not Applicable -------------- (Former Name or Former Address, if Changed Since Last Report) INFORMATION TO BE INCLUDED IN THE REPORT Item 5. Other Events Headlands Mortgage Securities Inc. (the "Company") has previously registered the offer and sale of its Mortgage Pass-Through Certificates, Series 1997-1 (the "Certificates"). The following exhibit which relates specifically to the Certificates is included with this Current Report: Item 7(c). Exhibits 10.1 Monthly Payment Date Statement distributed to Certificateholders, dated March 25, 1998. SIGNATURE Pursuant to the requirements 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. Date: April 1, 1998 HEADLANDS MORTGAGE SECURITIES INC. By: /s/ Gilbert J. MacQuarrie --------------------------------------- Gilbert J. MacQuarrie Vice President, Treasurer and Secretary (Principal Financial Officer and and Principal Accounting Officer) EXHIBIT INDEX Exhibit Number Page Number - -------------- ----------- 10.1 Monthly Payment Date Statement distributed to Certificateholders, dated March 25, 1998............................5