8-K 1 d985970.txt CURRENT REPORT 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): September 1, 2004 STRUCTURED ASSET MORTGAGE INVESTMENTS II INC. (Exact name of registrant as specified in its charter) Delaware 333-115122 30-0183252 ---------------------------- ------------------ --------------------------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 383 Madison Avenue New York, New York 10179 ------------------------------- --------------------------- (Address of Principal (Zip Code) Executive Offices) Registrant's telephone number, including area code, is (212) 272-2000. Item 8.01 Other Events. On or about August 31, 2004, the Registrant will cause the issuance and sale of approximately $1,252,585,027 initial principal amount of Structured Asset Mortgage Investments II Trust 2004-AR5, Mortgage Pass-Through Certificates, Series 2004-AR5 (the "Certificates") pursuant to a Pooling and Servicing Agreement, dated as of August 1, 2004, among the Registrant as depositor, Wells Fargo Bank, National Association, as master servicer and as securities administrator, EMC Mortgage Corporation and JPMorgan Chase Bank, as trustee. In connection with the sale and the Series 2004-AR5 Class I-A-1, Class I-A-2, Class II-A-1, Class II-A-2, Class II-A-3, Class I-X, Class I-M, Class R-I, Class R-II, Class R-III, Class I-B-1, Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2 and Class II-B-3 Certificates (the "Underwritten Certificates"), 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 Certificates following the effective date of Registration Statement No. 333-115122, which Computational Materials are being filed as exhibits to this report. The Computational Materials have been provided by the Underwriter. The information in the Computational Materials is preliminary and may be superseded by the Prospectus Supplement relating to the Certificates and by any other information subsequently filed with the Securities and Exchange Commission. 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 related Underwritten Certificates (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 Certificates 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 related Underwritten Certificates. 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

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: September 1, 2004 EXHIBIT INDEX

Structured Asset Mortgage Investments II Series 2004-AR5 8-K