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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 AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
October 18, 1999
ACEMRESCO Residential Securities Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware 333-30759 75-2620414
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State or Other Jurisdiction (Commission (I.R.S. Employer
Of Incorporation) File Number) Identification No.)
700 North Pearl Street
Suite 2400
Dallas, Texas 75201-7424
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(Address of Principal Executive (Zip Code)
Offices)
Registrant's telephone number, including area code: (214) 953-7700
No Change
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.1
Attached as Exhibit 99.1 to this Current Report, the Registrant is filing
an opinion regarding tax matters with the Securities and Exchange Commission
as an exhibit to the Registrant's Registration Statement on Form S-3 (File No.
333-30759) (the "Registration Statement").
Filed concurrently herewith under Form SE are certain materials (the
"Computational Materials") furnished to the Registrant by Lehman Brothers Inc.
(the "Underwriter") in respect of AMRESCO Residential Securities Corporation
Mortgage Loan Pass-Through Certificates, Series 1999-1 Mortgage Loan
Pass-Through Certificates, Class A, Class M1, Class M2 and Class B
Certificates (the "Certificates"). The Certificates are being offered pursuant
to a Prospectus Supplement, dated October 18, 1999, and a Prospectus, dated
October 18, 1999 (together, the "Prospectus"), which are being filed with the
Commission pursuant to Rule 424(b) under the Securities Act of 1933, as
amended (the "Act"). The Certificates have been registered pursuant to the Act
under the Registration Statement. The Computational Materials are incorporated
by reference in the Registration Statement.
The Computational Materials were prepared solely by the Underwriter, and
the Registrant did not prepare or participate (other than providing the
background information concerning the underlying pool of assets upon which the
Computational Materials are based to the Underwriter) in the preparation of
the Computational Materials.
Any statements or information contained in the Computational Materials
shall be deemed to be modified or superseded for purposes of the Prospectus
and the Registration Statement by statements or information contained in the
Prospectus.
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1 Capitalized terms used but not otherwise defined herein shall have the
same meanings ascribed to them in the Prospectus.
Item 7. Financial Statements; Pro Forma Financial Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
99.1 Opinion of Brown & Wood LLP,
Regarding tax matters
99.2 Computational Materials. (P)
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.
ACMRESCO RESIDENTIAL SECURITIES
CORPORATION
By: /s/ Karen Cornell
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Name: Karen Cornell
Title: Assistant Secretary
Dated: October 22, 1999
EXHIBIT INDEX
Exhibit No. Description Page No.
99.1 Opinion of Brown & Wood LLP 6
regarding tax matters
99.2 Computational Materials P
EXHIBIT 99.1 OPINION OF BROWN & WOOD LLP
October 22, 1999
AMRESCO Residential Securities Corporation
700 North Pearl Street, Suite 2400
Dallas, Texas 75201-7424
Re: AMRESCO Residential Securities Corporation Registration
Statement on Form S-3 (File No. 333-30759)
Ladies and Gentlemen:
We have acted as counsel to AMRESCO Residential Securities
Corporation in connection with the preparation and filing of the registration
statement on Form S-3 (such registration statement, the "Registration
Statement") filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended (the "Act"), in respect of AMRESCO
Residential Securities Corporation Mortgage Loan Trust 1999-1 Mortgage Loan
Pass-Through Certificates (the "Certificates"). Our advice formed the basis
for the description of federal income tax consequences appearing under the
heading "Certain Federal Income Tax Consequences" in the prospectus supplement
contained in the Registration Statement. Such description does not purport to
discuss all possible federal income tax consequences of an investment in
Certificates but with respect to those tax consequences which are discussed,
it is our opinion that the description is accurate. In addition, assuming (i)
the REMIC elections are made, (ii) the Pooling and Servicing Agreement is
fully executed, delivered and enforceable against the parties thereto in
accordance with its terms, (iii) the transaction described in the prospectus
supplement is completed on substantially the terms and conditions set forth
therein, and (iv) continuing compliance with the Pooling and Servicing
Agreement, it is our opinion that, for federal income tax purposes, each of
the three Lower Tier REMICs and the Upper Tier REMIC, all as described in the
Pooling and Servicing Agreement, qualify as a REMIC within the meaning of
Section 860D of the Internal Revenue Code of 1986, as amended. Each class of
the Offered Certificates, and the Class X Certificates represent ownership of
"regular interests" in the Upper-Tier REMIC. The Class R Certificates
represents ownership of the sole "residual interest" in each of the REMICs. In
addition, for federal income tax purposes, the Credit Reserve Fund and the
Basis Risk Reserve Fund are outside reserve funds, and not assets of any REMIC
created under the Pooling and Servicing Agreement, that are beneficially owned
by the holder of the Class X Certificate. The rights of the holders of the
Offered Certificates to receive payments from the Basis Risk Reserve Fund
represent, for federal income tax purposes, interests in an interest rate cap
contract.
We hereby consent to the filing of this letter as an Exhibit to the
Registration Statement and to the reference to this firm in the Registration
Statement and related prospectus supplement under the heading "Certain Federal
Income Tax Consequences."
We hereby consent to the filing of this letter and to the references
to this firm under the headings "Legal Matters" and " Certain Federal Income
Tax Consequences" in the Prospectus, without implying or admitting that we are
"experts" within the meaning of the Act or the rules and regulations of the
Securities and Exchange Commission issued thereunder, with respect to any part
of the Prospectus.
Very truly yours,
/s/ Brown & Wood LLP
EXHIBIT 99.2 COMPUTATIONAL MATERIALS (P)
[To be filed on Form SE pursuant to a
continuing hardship exemption]
