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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) September 24, 1997
ICIFC SECURED ASSETS CORP. (as company under a Pooling and Servicing Agreement,
dated as of September 1, 1997, providing for, inter alia, the issuance of
Mortgage Pass-Through Certificates, Series 1997-3)
ICIFC SECURED ASSETS CORP.
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(Exact name of registrant as specified in its charter)
CALIFORNIA 333-8439 33-071-5871
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
20371 Irvine Avenue
Santa Ana Heights, California 92707
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(Zip Code)
Registrant's telephone number, including area code, is (714) 556-0122
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Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
8.1 Opinion of Thacher Proffitt & Wood
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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 thereunto duly authorized.
ICIFC SECURED ASSETS CORP.
By: /s/ Richard Johnson
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Name: Richard Johnson
Title: Chief Financial Officer and Secretary
Dated: September 24, 1997
[LETTERHEAD OF THACHER PROFFITT & WOOD]
September 24,1997
ICIFC Secured Assets Corp.
20371 Irvine Avenue, Suite 200
Santa Ana Heights, California 92707
ICIFC Secured Assets Corp.
Mortgage Pass-Through Certificates, Series 1997-3
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Ladies and Gentlemen:
We have acted as counsel to ICIFC Secured Assets Corp. (the "Company")
in connection with the issuance by the Company of Mortgage Pass-Through
Certificates, Series 1997-3 (the "Certificates") to be created pursuant to the
Pooling and Servicing Agreement, dated as of September 1, 1997 (the "Pooling and
Servicing Agreement"), among the Company, the Master Servicer and Bankers Trust
Company of California, N.A. (the "Trustee"). The Certificates consist of eleven
classes of senior certificates designated as Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10 and
Class R (collectively, the "Senior Certificates") and six classes of
subordinated certificates designated as Class M-1, Class M-2 and Class M-3
(collectively, the "Class M Certificates"), Class B-1, Class B-2 and Class B-3
(collectively, the "Class B Certificates"). Only the Senior Certificates and the
Class M Certificates (collectively, the "Offered Certificates") are offered
under the Prospectus.
The Certificates will evidence undivided interests in a trust fund (the
"Trust Fund") consisting primarily of a pool of conventional, fixed-rate, one-to
four-family first mortgage loans (the "Mortgage Loans"). ICI Funding Corporation
("ICI Funding") originated or acquired the Mortgage Loans through its mortgage
loan purchase program from various seller/servicers. ICI Funding will transfer
the Mortgage Loans to the Company pursuant to the Mortgage Loan Purchase
Agreement, dated September 29, 1997 (the "Mortgage Loan Purchase Agreement"), in
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ICIFC Secured Assets Corp. Page 2
September 24, 1997
exchange for immediately available funds, the Class A-9, Class A-10 and Class B
Certificates. Capitalized terms not defined herein have the meanings assigned to
them in the Pooling and Servicing Agreement.
In connection with rendering this opinion letter, we have examined the
Pooling and Servicing Agreement and such other documents as we have deemed
necessary. As to matters of fact, we have examined and relied upon
representations, warranties and covenants of the parties contained therein and,
where we have deemed appropriate, representations or certifications of officers
of parties to the Pooling and Servicing Agreement or public officials. In
rendering this opinion letter, except for the matters that are specifically
addressed in the opinions expressed below, we have assumed (i) the authenticity
of all documents submitted to us as originals and the conformity to the
originals of all documents submitted to us as copies, (ii) the necessary entity
formation and continuing existence in the jurisdiction of formation, and the
necessary licensing and qualification in all jurisdictions, of all parties to
all documents, (iii) the necessary authorization, execution, delivery and
enforceability of all documents, and the necessary entity power with respect
thereto, (iv) the conformity of the Mortgage Loans and the related documents to
the requirements of the Pooling and Servicing Agreement and (v) that there is
not and will not be any other agreement that modifies or supplements the Pooling
and Servicing Agreement expressed in the documents to which this opinion letter
relates and that renders any of the opinions expressed below inconsistent with
such documents as so modified or supplemented.
Assuming compliance with the pertinent provisions of the Pooling and
Servicing Agreement, as of the Closing Date the Trust Fund will qualify as a
"real estate mortgage investment conduit" ("REMIC") as defined in the Internal
Revenue Code of 1986, as amended (the "Code"). The Senior Certificates (other
than the Class R Certificates), the Class M Certificates and the Class B
Certificates will constitute "regular interests" in the REMIC, and the Class R
Certificates will represent a single class of "residual interests" in the REMIC.
The opinions set forth herein are based upon the existing provisions of
the Code and Treasury regulations issued or proposed thereunder, published
Revenue Rulings and releases of the Internal Revenue Service and existing case
law, any of which could be changed at any time. Any such changes may be
retroactive in application and could modify the legal conclusions upon which
such opinions are based. The opinions expressed herein are limited as described
above, and we do not express an opinion on any other legal or income tax aspect
of the transactions contemplated by the documents relating to the transaction.
In rendering the foregoing opinions, we express no opinion as to the
laws of any jurisdiction other than the federal income tax laws of the United
States. This opinion will not be updated for subsequent changes or modifications
to the law and regulations or to the judicial and administrative interpretations
thereof, unless we are specifically engaged to do so. This opinion is rendered
only to those to whom it is addressed and may not be relied on in connection
with any
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ICIFC Secured Assets Corp. Page 3
September 24, 1997
transactions other than the transactions contemplated herein. The opinion may
not be relied upon for any other purpose, or relied upon by any other person,
firm or corporation for any purpose, without our prior written consent.
Very truly yours,
THACHER PROFFITT & WOOD
By
/s/ THACHER PROFFITT & WOOD
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