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): July 30, 1997
Block Mortgage Finance, Inc., (as depositor under the Pooling and
Servicing Agreement, dated as of July 1, 1997 providing for the issuance of
the Block Mortgage Finance Asset Backed Certificates, Series 1997-2).
BLOCK MORTGAGE FINANCE, INC.
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(Exact name of registrant as specified in its charter)
Delaware 333-14041 48-1758633
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
One Main Street, Suite 500
Kansas City, Missouri 64111
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (816) 751-6090
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Item 5. Other Events.
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Filing of Certain Materials
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On July 30, 1997, Block Mortgage Finance, Inc. (the "Company") will
enter into a Pooling and Servicing Agreement dated as of July 1, 1997 (the
"Pooling and Servicing Agreement"), by and among the Company, as depositor,
Companion Mortgage Company, as seller, Block Financial Corporation ("Block
Financial"), as master servicer, and Bankers Trust Company of California,
N.A., as trustee (the "Trustee"), providing for the issuance of Block
Mortgage Finance Asset-Backed Certificates, Series 1997-2 (the
"Certificates").
Enclosed herewith for filing with the Securities and Exchange Commission
are the opinions of Morrison & Hecker L.L.P. and Brown & Wood LLP, each dated
July 30, 1997 (the "Opinions"), relating to legality and tax matters,
respectively, relating to Block Mortgage Finance Asset-Backed Certificates,
Series 1997-2.
The Opinions are annexed hereto as Exhibits 5.1 and 8.1, respectively.
Item 7. Financial Statements, Pro Forma Financial
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Information and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
5.1 Opinion of Morrison & Hecker L.L.P.
8.1 Opinion of Brown & Wood LLP.
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.
Block Mortgage Finance, Inc.
By: /s/ Bret Wilson
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Bret Wilson
Vice President
Dated: July 30, 1997
Exhibit Index
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Exhibit Page
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5.1 Opinion of Morrison & Hecker L.L.P. 5
8.1 Opinion of Brown & Wood LLP 8
EXHIBIT 5.1
MORRISON & HECKER L.L.P.
ATTORNEYS AT LAW
2600 GRAND AVENUE
KANSAS CITY, MISSOURI 64108-4606
TELEPHONE 816-691-2600
TELEFAX 816-474-4208
July 30, 1997
Block Mortgage Finance, Inc.
One Main Street Plaza
4435 Main Street, Suite 500
Kansas City, Missouri 64111
Re: Block Mortgage Finance, Inc.
Registration Statement on Form S-3 (No. 333-14041)
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Ladies and Gentlemen:
We have acted as your counsel in connection with the preparation of (i)
a registration statement on Form S-3 (Registration No. 333-14041) filed with
the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Act"), on October 15, 1996, as
amended by amendment No. 1 and amendment No. 2 to such registration statement
filed with the Commission on December 31, 1996 and January 21, 1997,
respectively (such registration statement, as so amended, the "Registration
Statement"); (ii) a prospectus forming a part of the Registration Statement
(the "Prospectus"); (iii) a Pooling and Servicing Agreement dated as of July
31, 1997 (the "Pooling and Servicing Agreement") among Block Mortgage
Finance, Inc., as Depositor (the "Company"), Block Financial Corporation, as
Master Servicer, Companion Mortgage Corporation, as Seller, and Bankers Trust
Company of California, N.A., as Trustee (the "Trustee"); and (iv) a final
prospectus supplement dated July 29, 1997 (the "Prospectus Supplement")
relating to the offer and sale of the Block Mortgage Finance Asset Backed
Certificates, Series 1997-2 Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5 and Class A-6 Certificates (collectively, together with the Class R
Certificates, the "Certificates"). Capitalized terms used and not otherwise
defined herein have the respective meanings given them in the Pooling and
Servicing Agreement or the Acord identified in the following paragraph.
This Opinion Letter is governed by, and shall be interpreted in
accordance with, the Legal Opinion Accord (the "Accord") of the ABA Section
of Business Law (1991). As a consequence, it is subject to a number of
qualification, exceptions, definitions, limitations on coverage and other
limitation, all as more particularly described in the Accord, and this
Opinion Letter should be read in conjunction therewith. The opinions
expressed herein are given only with respect to the present status of the
substantive laws of the state of Missouri (not including the choice-of-law
rules under Missouri law). We express no opinion as to any matter arising
under the laws of any other jurisdiction.
In rendering the opinions set forth below, we have examined and relied
on the following: (1) the Registration Statement, the Prospectus and the
Prospectus Supplement; (2) the Pooling and Servicing Agreement; and (3) such
other documents, materials, and authorities as we have deemed necessary in
order to enable us to render our opinions set forth below.
Based on and subject to the foregoing and other qualifications set forth
below, we are of the opinion that:
1. The Pooling and Servicing Agreement is the valid and legally
binding obligation of the Company, enforceable against the Company in
accordance with its terms.
2. When (a) the Mortgage Loans and other consideration for the
Certificates constituting the Trust Fund have been deposited with the
Trustee, (b) the Certificates have been duly executed, authenticated,
delivered and sold as provided in the Pooling and Servicing Agreement and the
Prospectus Supplement and (c) the consideration for the sale of the
Certificates has been fully paid to the Company, the Certificates will be
legally and validly issued, fully paid and nonassessable, and the duly
registered holders of the Certificates will be entitled to the benefits of
the Pooling and Servicing Agreement.
The General Qualifications apply to the opinions set forth in paragraphs
1 and 2 above, and in addition, such opinions are subject to the
qualification that certain remedial, waiver and other similar provisions of
the Pooling and Servicing Agreement or the Certificates may be rendered
unenforceable or limited by applicable laws, regulations or judicial
decisions, but such laws, regulations and judicial decisions will not render
the Pooling and Servicing Agreement or the Certificates invalid as a whole
and will not make the remedies available thereunder inadequate for the
practical realization of the principal benefits intended to be provided
thereby, except for the economic consequences of any judicial, administrative
or other delay or procedure which may be imposed by applicable law.
We hereby consent to the filing of this letter as an Exhibit to the
Registration Statement and to the references to this firm under the heading
"Legal Matters" in the Prospectus forming a part of the Registration
Statement. This consent is not to be construed as an admission that we are a
person whose consent is required to be filed with the Registration Statement
under the provisions of the Act.
Very truly yours,
MORRISON & HECKER L.L.P.
/S/ Morrison & Hecker L.L.P.
EXHIBIT 8.1
July 30, 1997
Block Mortgage Finance, Inc.
4435 Main Street, Suite 500
Kansas City, Missouri 64111
Re: Block Mortgage Finance
Asset Backed Certificates, Series 1997-2
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Ladies and Gentlemen:
We have acted as special tax counsel for Block Mortgage Finance (the
"Depositor"), in connection with the issuance of the Block Mortgage Finance
Asset Backed Certificates of the above-referenced Series (the
"Certificates"), consisting of the Class A-1, Class A-2, Class A-3, Class A-
4, Class A-5, Class A-6, and Class R Certificates. The Class A-1, Class A-2,
Class A-3 and Class A-4, Class A-5, Class A-6 are referred to herein as the
"Offered Certificates".
The Certificates will represent the entire beneficial ownership interest
in a trust fund (the "Trust Fund") to be created pursuant to a Pooling and
Servicing Agreement dated as of July 1, 1997 (the "Pooling and Servicing
Agreement") among the Depositor, Companion Mortgage Corporation, as seller,
Block Financial Corporation, as master servicer, and Bankers Trust Company of
California, N.A., as trustee. The assets of the Trust Fund will consist
primarily of a pool of mortgage loans (the "Mortgage Loans") secured by first
or second liens on one- to four-family residential properties. Capitalized
terms not otherwise defined herein have the meanings ascribed to such terms
in the Pooling and Servicing Agreement, except as otherwise set forth herein.
In arriving at the opinions expressed below, we have examined such
documents and records as we have deemed appropriate, including the following:
1. Signed copy of the Registration Statement on Form S-3 (File
No. 333-14041) filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "1933
Act"), on January 21, 1997 (such registration statement, as amended and
as declared effective by the Commission on January 22, 1997, is referred
to herein as the "Registration Statement").
2. The Prospectus dated January 22, 1997 (the "Basic
Prospectus"), as supplemented by the Prospectus Supplement dated July
29, 1997 (the "Prospectus Supplement"), in the form to be filed with the
Commission pursuant to Rule 424(b) under the 1933 Act (the Basic
Prospectus, as supplemented by the Prospectus Supplement, the
"Prospectus").
3. A copy of the Pooling and Servicing Agreement.
4. A specimen Certificate of each Class of Certificates.
In addition, we have made such investigations of such matters of law as
we deemed appropriate as a basis for the opinions expressed below. Further,
we have assumed the genuineness of all signatures and the authenticity of all
documents submitted to us as originals. Our opinions are also based on the
assumption that there are no agreements or understandings with respect to the
transactions contemplated in the Documents other than those contained in the
Documents. Furthermore, our opinions are based on the assumption that all
parties to the Documents will comply with the terms thereof, including all
tax reporting requirements contained therein.
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. We have, for purposes of
rendering the opinions, also relied on certain factual, numerical and
statistical information which is based on the assumptions used in pricing the
Offered Certificates.
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 Offered
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 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,
