IMC SECURITIES INC
8-K, 1998-06-05
ASSET-BACKED SECURITIES
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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)
                ------------------------------------------------
                                  June 3, 1998



                              IMC Securities, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          Delaware                      333-48429-01              59-3284026
- -------------------------------    ------------------------  -------------------
(State or Other Jurisdiction of    (Commission File Number)   (I.R.S. Employer
         Incorporation)                                      Identification No.)



         5901 East Fowler Avenue
              Tampa Florida                                      33617-2362
         ----------------------                                  ----------
         (Address of Principal                                   (Zip Code)
           Executive Offices)


        Registrant's telephone number, including area code (813) 984-8801


                 3450 Buschwood Park Drive, Tampa, Florida 33618
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)


===============================================================================
<PAGE>




Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(a)               Not applicable

(b)               Not applicable

(c)               Exhibits:

               8.1         Tax Opinion of Arter & Hadden LLP

              23.1         Consent of Coopers & Lybrand, L.L.P. (Independent 
                           Auditors of Financial Security Assurance, Inc.)


<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.

                               IMC SECURITIES, INC. as
                                    Depositor



                               By: /s/ Thomas Middleton
                                   ---------------------------------------------
                                   Name: Thomas Middleton
                                   Title:  President and Chief Operating Officer





Dated: June 2, 1998


<PAGE>



                                  EXHIBIT INDEX



Exhibit No.     Description                                            Page No.
- ----------      -----------                                            --------

   8.1          Tax Opinion of Arter & Hadden LLP

  23.1          Consent of Coopers & Lybrand, L.L.P. 
                (Independent Auditors of Financial Security 
                Assurance, Inc.)













                                                                     Exhibit 8.1


                                  June 3, 1998





IMC Securities, Inc.
5901 East Fowler Avenue
Tampa, FL 33617-2362


         Re:      IMC Securities Inc.
                  Home Equity Loan Asset Backed Certificates, Series 1998-3
                  Registration Statement on Form S-3 No. 333-48429

Ladies and Gentlemen:

         We have acted as counsel to IMC Securities Inc. 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 Home Equity Loan Asset Backed Certificates, Series 1998-3
(the "Certificates"). Our advice formed the basis for the description of federal
income tax consequences appearing under the heading "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 it 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: the Lower-Tier REMIC and the Upper-Tier REMIC will each be treated
as a REMIC; the Class A Certificates will be treated as "regular interests" in
the Upper- Tier REMIC; the Class R Certificate will be the sole "residual
interests" in the Upper-Tier REMIC; the Lower-Tier A-1 through A-8 Interests
will each be treated as "regular interests" in the Lower- Tier REMIC; and, the
Lower-Tier REMIC Residual Class will be the sole "residual interest" in the
Lower-Tier REMIC.

         We hereby consent to the filing of this letter as Exhibit 8.1 to the
Registration Statement and to the reference to this firm in the Registration
Statement and related prospectus supplement under the heading "Federal Income
Tax Consequences."

                                            Very truly yours,



                                            /s/ Arter & Hadden LLP
                                                Arter & Hadden LLP





                                                                    Exhibit 23.1





                       CONSENT of INDEPENDENT ACCOUNTANTS

         We consent to the incorporation by reference in the Prospectus
Supplement of IMC Mortgage Company relating to the IMC Home Equity Loan Trust
1998-3 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".


                                                  COOPERS & LYBRAND L.L.P.


                                                  /s/ Coopers & Lybrand L.L.P.
                                                  ---------------------------- 



New York, New York
June 3, 1998


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