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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): March 12, 1999
FINANCIAL ASSET SECURITIES CORP.
(Exact name of registrant as specified in its charter)
Delaware 333-67329 06-1442101
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
600 Steamboat Road
Greenwich, Connecticut 06830
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (203) 622-2700
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<PAGE>
Item 5. Other Events.
Filing of Computational and Certain Other Materials.*
In connection with the offering of the United PanAm Mortgage Loan
Trust, Asset-Backed Certificates, Series 1999-1 (the "Certificates"),
Greenwich Capital Markets, Inc., as underwriter of the Certificates (the
"Underwriter"), has prepared certain materials (the "Computational Materials")
for distribution to its potential investors. Although the Registrant provided
the Underwriter with certain information regarding the characteristics of the
assets in the related portfolio, it did not participate in the preparation of
the Computational Materials. Concurrently with the filing hereof, pursuant to
Rule 202 of Regulation S-T, the Registrant is filing certain computational
materials by paper filing on Form SE.
For purposes of this Form 8-K, Computational Materials shall mean
computer generated tables and/or charts displaying, with respect to the
Certificates, any of the following: yield; average life, duration; expected
maturity; loss sensitivity; cash flow characteristics; background information
regarding the assets; the proposed structure; decrement tables; or similar
information (tabular or otherwise) of a statistical, mathematical, tabular or
computational nature, as well as certain matters relating to the collateral
for such transaction.
Pursuant to Rule 411 of Regulation C under the Securities Act of 1933
and in reliance on Financial Security Assurance Inc., SEC No-Action Letter
(July 16, 1993), the Registrant will incorporate by reference the financial
statements of Financial Security Assurance, Inc., into the Registrant's
registration statement (File No. 333-44067). The financial statements will be
referred to in the prospectus supplement relating to United PanAm Mortgage
Loan Trust 1999-1. In connection with the incorporation of such documents by
reference, the Registrant is hereby filing the consent of
PricewaterhouseCoopers LLP ("PricewaterhouseCoopers") to the use of their name
in such prospectus supplement. The consent of PricewaterhouseCoopers is
attached hereto as Exhibit 23.1.
Concurrently with the filing of this Current Report, the Registrant
is hereby filing an Opinion regarding Tax Matters (the "Opinion"). The Opinion
is hereby filed as Exhibit 8.1.
* Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the Prospectus and the Prospectus Supplement
of Financial Asset Securities Corp. relating to its United PanAm Mortgage
Loan Trust 1999-1, Asset-Backed Certificates, Series 1999-1.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
8.1 Opinion regarding Tax Matters
23.1 Consent of PricewaterhouseCoopers
99.1 Computational Materials
<PAGE>
SIGNATURES
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 hereunto duly authorized.
FINANCIAL ASSET SECURITIES CORP.
By: /s/James Raezer
Name:
Title: Vice President
Dated: March 12, 1999
<PAGE>
Exhibit Index
Exhibit Page
8.1 Opinion regarding Tax Matters 6
23.1 Consent of PricewaterhouseCoopers LLP 8
99.1 Computational Materials filed on Form SE dated March 12, 1999(P). 9
<PAGE>
EXHIBIT 8.1: OPINION REGARDING TAX MATTERS
[Brown & Wood LLP Letterhead]
March 11, 1999
Financial Asset Securities Corp.
600 Steamboat Road
Greenwich, Connecticut 06830
Re: United PanAm Mortgage Loan Trust 1999-1,
Asset Backed Certificates, Series 1999-1
Ladies and Gentlemen:
We have acted as counsel for Financial Asset Securities Corp. (the
"Depositor"), a Delaware corporation, in connection with the purchase and sale
of certain single-family mortgage loans (the "Mortgage Loans") to United PanAm
Mortgage Loan Trust 1999-1 (the "Trust") established pursuant to a pooling and
servicing agreement, dated as of March 1, 1999 (the "Pooling and Servicing
Agreement"), among Pan American Bank, FSB, as seller and master servicer, the
Depositor, Fairbanks Capital Corp., as special servicer, and Bankers Trust
Company, as trustee (the "Trustee"), and the issuance of United PanAm Mortgage
Loan Trust 1999-1, Asset Backed Certificates, Series 1999-1, Class A-1, Class
A-2, Class P, Class X and Class R Certificates (collectively, the
"Certificates"). The Class A-1 and Class A-2 Certificates (the "Offered
Certificates") will have the benefit of an irrevocable and unconditional
guaranty insurance policy to be issued by Financial Security Assurance Inc.
The Depositor will sell the Offered Certificates to Greenwich Capital Markets,
Inc. in connection with a public offering thereof.
The Certificates will represent the entire undivided beneficial
ownership interest in the assets of the Trust, which will include, among other
things, the Mortgage Loans and any Accounts held by the Trustee for the Trust.
Terms not defined herein shall have the meanings assigned thereto in the
Pooling and Servicing Agreement.
In arriving at the opinions expressed below, we have examined such
documents and records as we have deemed appropriate, including the following:
1. The registration statement (No. 333-67329) of the Depositor on
Form S-3 on file with the Securities and Exchange Commission.
2. The Prospectus relating to the Offered Certificates, dated
December 4, 1998, as supplemented by the related Prospectus Supplement, dated
March 9, 1999.
3. A signed copy of the Pooling and Servicing Agreement.
4. Specimens of the Certificates.
As to any facts material to the following opinions which we did not
independently establish or verify, we have relied upon statements and
representations of the responsible officers and other representatives of the
Depositor and of public officials and agencies.
Further, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the due
authorization, execution and delivery of the Pooling and Servicing Agreement
by the respective parties thereto (other than the Depositor).
Based upon the foregoing and consideration of such other matters as
we have deemed appropriate, we are of the opinion that, assuming compliance
with the Pooling and Servicing Agreement, for federal income tax purposes, the
Trust (excluding the Accounts) will qualify as a REMIC within the meaning of
Section 860D of the Internal Revenue Code of 1986, as amended.
In giving the foregoing opinions, we express no opinion as to the
laws of any jurisdiction other than the federal laws of the United States of
America. We are furnishing this opinion to you solely for your benefit. This
opinion is not to be used, circulated, quoted or otherwise referred to for any
other purpose.
Very truly yours,
/s/ Brown & Wood LLP
<PAGE>
EXHIBIT 23.1: CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus Supplement of
Pan American Bank, FSB relating to United PanAm Mortgage Loan Asset-Backed
Certificates, Series 1999-1 of our report dated January 26, 1998 on our audits
of the consolidated financial statements of Financial Security Assurance Inc.
and Subsidiaries as of December 31, 1997 and 1996, and for each of the three
years in the period ended December 31, 1997. We also consent to the reference
to our Firm under the caption "Experts".
\s\ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
March 10, 1999
<PAGE>
EXHIBIT 99.1: COMPUTATIONAL MATERIALS
In accordance with Rule 202 of Regulation S-T, the Computational
Materials are being filed on paper pursuant to Form SE.
<PAGE>
BROWN & WOOD LLP
One World Trade Center
New York, New York 10048
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
March 12, 1999
BY MODEM
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Financial Asset Securities Corp.
United PanAm Mortgage Loan Trust 1999-1
Ladies and Gentlemen:
On behalf of Financial Asset Securities Corp. (the "Company"), we
enclose herewith for filing, pursuant to the Securities and Exchange Act of
1934, as amended, the Company's Current Report on Form 8-K, the Opinion
regarding Tax Matters, the Consent of PricewaterhouseCoopers and the
Computational Materials in connection with the above-referenced transaction.
Very truly yours,
/s/ Edward B. Locke
Edward B. Locke
Enclosures
