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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) November 21, 1996
Access Financial Services Corp.
(Exact name of registrant as specified in its charter)
Delaware 333-07837 41-1768416
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
400 Highway 169 South, Suite
400
St. Louis Park, Minnesota
(Address of Principal 55426
Executive Offices) (Zip Code)
Registrant's telephone number, including area code (612) 542-6500
No Change
(Former name or former address, if changed since last report)
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Item 5. Other Events
Filing of Opinion of Dewey Ballantine with respect to Certain Tax Matters
Access Financial Lending Corp. (the "Registrant") registered issuances of
up to $1,500,000,000 principal amount of Mortgage Loan Pass-Through Certificates
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, as amended (the "Act"), by a Registration Statement on Form S-3
(Registration File No. 333-03787) (the "Registration Statement"). Pursuant to
the Registration Statement, Access Financial Mortgage Loan Trust 1996-4 (the
"Trust") is issuing $239,777,000 in aggregate principal amount of its Mortgage
Loan Pass-Through Certificates, Series 1996-4 (the "Certificates"), on November
1, 1996. This Current Report on Form 8-K is being filed to disclose the opinion
of Dewey Ballantine, New York, New York, in connection with certain tax matters
related to the creation of the Trust and the issuance of the Certificates.
The following is filed herewith. The exhibit numbers correspond with Item
601(b) of Regulation S-K.
Exhibit No. Description
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8.1 Opinion of Dewey Ballantine dated
November 21, 1996 concerning tax
matters.
2
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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.
ACCESS FINANCIAL LENDING CORP.
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as the Registrant and on behalf of Access
Financial Mortgage Loan Trust 1996-4
By: /s/ Leslie Zejdlik Foster
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Name: Leslie Zejdlik Foster
Title: President
Dated: November 21, 1996
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Exhibit Index
Description of Exhibit
Exhibit No. Description
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8.1 Opinion of Dewey Ballantine dated
November 21, 1996 concerning tax
matters.
4
Exhibit 8.1
DEWEY BALLANTINE
1301 Avenue of the Americas
New York, New York 10019
November 21, 1996
To the Addressees Listed on
the Attached Annex A
Re: Access Financial Mortgage Loan Trust 1996-4
Ladies and Gentlemen:
We have acted as special tax counsel in connection with the issuance and
delivery of certain mortgage loan pass- through certificates denominated Access
Financial Mortgage Loan Trust 1996-4 (the "Trust") Mortgage Loan Pass-Through
Certificates, Series 1996-4, Class A, Class B, and Class R (the "Certificates"),
pursuant to a Pooling and Servicing Agreement dated as of November 1, 1996 (the
"Pooling and Servicing Agreement") among Access Financial Lending Corp., as
seller (the "Seller") and master servicer, Access Financial Receivables Corp.,
as transferor (the "Transferor"), and The Chase Manhattan Bank, as trustee (the
"Trustee").
As special tax counsel, we have examined such documents as we deemed
appropriate for the purposes of rendering the opinions set forth below,
including the following: (a) Prospectus, dated November 7, 1996, as supplemented
by the Prospectus Supplement, dated November 18, 1996, (b) the Sub-Servicing
Agreement dated as of November 1, 1996 among the Seller, the Trustee, and LSI
Financial Group, and (c) an executed copy of the Pooling and Servicing Agreement
and the exhibits attached thereto.
Terms capitalized herein and not otherwise defined herein shall have their
respective meanings as set forth in the Pooling and Servicing Agreement.
Based upon the foregoing and upon the assumptions set forth below, we are
of the opinion, under the laws of the United States, New York State and New York
City in effect as of the date hereof, that:
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1. Under current law and assuming compliance with the Pooling and
Servicing Agreement, (a) each of the Lower- Tier REMIC and the Upper-Tier REMIC
will constitute a REMIC under the Internal Revenue Code of 1986, as amended (the
"Code"), (b) Class A and Class B constitute "regular interests," and the Class R
Certificates will constitute the sole "residual interest," in the Upper- Tier
REMIC and (c) the Trust will not be subject to New York State or New York City
income or franchise tax.
2. Neither the legal entity which constitutes the Trust nor any
subtrust of the Trust will be an association taxable as a corporation.
3. As a consequence of the qualification of the Trust as REMICs, the
Class A Certificates and the Class B Certificates (the "Regular Interest
Certificates") will be treated as "regular. . . interest(s) in a REMIC" under
Section 7701(a)(19)(C) of the Code and "real estate assets" under Section 856(c)
of the Code, provided that if less than 95 percent of the assets held by the
Trust during any calendar year are comprised of assets qualifying under the
above cited Sections of the Code, the Regular Interest Certificates will qualify
under each of these Sections of the Code only in the same proportion that the
assets in the Trust consist of qualifying assets under each of such Sections. In
addition, as a consequence of the qualification of the Trust as REMICs, interest
on the Regular Interest Certificates will be treated as "interest on obligations
secured by mortgages on real property" under Section 856(c) of the Code to the
extent that such Regular Interest Certificates are treated as "real estate
assets" under Section 856(c) of the Code, and the Regular Interest Certificates
will qualify as "evidence of indebtedness" under Section 582(c)(1) of the Code.
4. Neither the Trust nor any subtrust of the Trust will constitute a
"taxable mortgage pool" within the meaning of Section 7701(i) of the Code.
2
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This opinion is for the benefit of the addressees hereof only, and it may
not be relied on by any other party or quoted without our express consent in
writing.
Very truly yours,
DEWEY BALLANTINE
3
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ANNEX A
Access Financial Lending Corp.
400 Highway 169 South
Suite 400
St. Louis Park, MN 55426-0365
Access Financial Receivables Corp.
400 Highway 169 South
Suite 410
St. Louis Park, MN 55426-0365
Prudential Securities Incorporated
One New York Plaza, 15th Floor
New York, New York 10292-2015
J.P. Morgan Securities Inc.
60 Wall Street, 18th Floor
New York, New York 10260-0060
LSI Financial Group
415 North McKinley
Suite 1250
Little Rock, Arkansas 72205
The Chase Manhattan Bank
450 West 33rd Street, 10th Floor
New York, NY 10001
Financial Security Assurance Inc.
350 Park Avenue
New York, New York 10022
Moody's Investors Service, Inc.
99 Church Street
New York, New York 10007
Standard & Poor's Rating Group,
a division of The McGraw Hill Companies
25 Broadway
New York, New York 10004
