-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TvQ+5AR/JW6nF7leH2oURhaffNxFPI/7BywANyrK8sUK/dXK8eD1zZL1sDPpg20q qszlsEgojFeHT2I0U04hrQ== 0000882377-05-001981.txt : 20050729 0000882377-05-001981.hdr.sgml : 20050729 20050729164458 ACCESSION NUMBER: 0000882377-05-001981 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050728 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050729 DATE AS OF CHANGE: 20050729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STRUCTURED ASSET MORTGAGE INVESTMENTS II INC CENTRAL INDEX KEY: 0001243106 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 300183252 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-106323 FILM NUMBER: 05985452 BUSINESS ADDRESS: STREET 1: 383 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10179 BUSINESS PHONE: 212272-2000 MAIL ADDRESS: STREET 1: 383 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10179 8-K 1 d349149.htm STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.

 

 

 

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) July 28, 2005

 

 

STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

333-120916

 

30-0183252

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

 

 

 

 

 

383 Madison Avenue

New York, New York

 

 

 

10179

(Address of Principal Executive Offices)

 

 

 

(Zip Code)

 

 

Registrant’s telephone number, including area code, is (212) 272-2000

 

 

 

 

 

 

 

 



 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



 

Item 8.01.

Other Events.

On or about July 29, 2005, the Registrant will cause the issuance and sale of approximately $563,209,000 initial principal amount of Bear Stearns ARM Trust 2005-7, Mortgage-Backed Notes, Series 2005-7, Class I-A-1, Class I-A-2, Class II-A-1 and Class II-A-2 Notes (together, the “Underwritten Notes”) pursuant to an Indenture dated as of July 29, 2005, among Bear Stearns ARM Trust 2005-7, a Delaware statutory trust, as issuer, Wells Fargo Bank, N.A. as securities administrator and U.S. Bank National Association, as indenture trustee.

In connection with the sale of the Underwritten Notes, the Registrant has been advised by Bear, Stearns & Co. Inc. (the “Underwriter”), that the Underwriter has furnished to prospective investors certain computational materials (the “Computational Materials”) with respect to the Underwritten Notes following the effective date of Registration Statement No. 333-120916, which Computational Materials are being filed as exhibits to this report,

The Computational Materials have been provided by the Underwriter.

The Computational Materials were prepared by the Underwriter at the request of certain prospective investors, based on assumptions provided by, and satisfying the special requirements of, such prospective investors. The Computational Materials may be based on assumptions that differ from the assumptions set forth in the Prospectus Supplement. The Computational Materials may not include, and do not purport to include, information based on assumptions representing a complete set of possible scenarios. Accordingly, the Computational Materials may not be relevant to or appropriate for investors other than those specifically requesting them.

In addition, the actual characteristics and performance of the mortgage loans underlying the Underwritten Notes (the “Mortgage Loans”) may differ from the assumptions used in the Computational Materials, which are hypothetical in nature and which were provided to certain investors only to give a general sense of how the yield, average life, duration, expected maturity, interest rate sensitivity and cash flow characteristics of the Underwritten Notes might vary under varying prepayment and other scenarios. Any difference between such assumptions and the actual characteristics and performance of the Mortgage Loans will affect the actual yield, average life, duration, expected maturity, interest rate sensitivity and cash flow characteristics of the Underwritten Notes.

 



 

 

Item 9.01.

Financial Statements, Pro Forma Financial Information and Exhibits

 

 

 

 

(a)

Financial Statements.

 

 

 

 

 

Not applicable.

 

 

 

 

(b)

Pro Forma Financial Information.

 

 

 

 

 

Not applicable.

 

 

 

 

(c)

Exhibits

 

 

Exhibit No.

Item 601(a) of

Regulation S-K

Exhibit No.

Description

 

 

 

1

99

Computational Materials—Computational Materials (as defined in Item 8.01) that have been provided by the Underwriter to certain prospective purchasers of Taberna Mortgage Loan Trust 2005-1, Mortgage-Backed Notes, Series 2005-1 (filed in paper pursuant to the automatic SEC exemption pursuant to Release 33-7427, August 7, 1997)

 

 



 

SIGNATURE

 

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.

 

 

 

 

 

 

 

 

STRUCTURED ASSET MORTGAGE

INVESTMENTS II INC.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Baron Silverstein

 

 

 

 

 

 

 

Name:

Baron Silverstein

 

 

 

 

 

 

 

Title:

Vice President

 

 

Dated: July 29, 2005

 

 



 

EXHIBIT INDEX

 

Exhibit Number

Item 601(a) of

Regulation S-K

Exhibit No.

Sequentially

Numbered

Description

Page

 

 

 

 

1

99

Computational Materials

Filed Manually

 

 

 

 

 

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