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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): April 30, 1997
HEADLANDS MORTGAGE SECURITIES INC.
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(Exact name of registrant as specified in its charter)
Delaware 333-16679 Applied For
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
700 Larkspur Landing Circle
Suite 240
Larkspur, California 94939
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (415) 461-6790
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Item 5. Other Events.
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Filing of Certain Materials
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Pursuant to Rule 411(c) of Regulation C under the Securities Act of
1933, concurrently with, or subsequent to, the filing of this Current Report
on Form 8-K (the "Form 8-K"), Headlands Mortgage Securities Inc. (the
"Company") is filing an Opinion re Tax Matters (the "Opinion") with the
Securities and Exchange Commission (the "Commission") relating to its
Mortgage Pass-Through Certificates, Series 1997-2.
The Opinion is filed as Exhibit 8.1.
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:
8.1 Opinion of Brown & Wood LLP re Tax Matters.
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* Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the prospectus dated February 25, 1997 and
prospectus supplement dated April 24, 1997, of the Company, relating to its
Mortgage Pass-Through Certificates, Series 1997-2.
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.
HEADLANDS MORTGAGE SECURITIES INC.
By: /s/ Gilbert J. MacQuarrie
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Name: Gilbert J. MacQuarrie
Title: Vice President
Dated: May 9, 1997
Exhibit Index
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Exhibit Page
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8.1 Opinion of Brown & Wood LLP re Tax matters 5
Exhibit 8.1
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BROWN & WOOD LLP
One World Trade Center
New York, New York 10048
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
April 30, 1997
Headlands Mortgage Securities Inc.
700 Larkspur Landing Circle
Suite 240
Larkspur, California 94939
Re: Headlands Mortgage Securities Inc.,
Mortgage Pass-Through Certificates
Series 1997-2
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Ladies and Gentlemen:
We have acted as special tax counsel for Headlands Mortgage Securities
Inc. (the "Company"), a Delaware corporation, in connection with the sale by
the Company, and the purchase by Bear, Stearns & Co. Inc. ("Bear Stearns"),
Lehman Brothers Inc. ("Lehman Brothers") and PaineWebber Incorporated
("PaineWebber") pursuant to separate underwriting agreements (each, an
"Underwriting Agreement") (i) dated April 24, 1997, among the Company,
Headlands Mortgage Company ("HMC") and Bear Stearns, (ii) dated April 24,
1997 among the Company, HMC and Lehman Brothers and (iii) dated April 24,
1997, among the Company, HMC and PaineWebber, of certificates entitled
Mortgage Pass-Through Certificates, Series 1997-2, Class A-I-1, Class A-I-2,
Class A-I-3, Class A-I-4, Class A-I-5, Class A-I-6, Class A-I-7, Class A-I-8,
Class A-I-9, Class A-I-10, Class A-II, Class X, Class B-1, Class B-2, Class
B-3, Class R-1 and Class R-2 (the "Underwritten Certificates"). In
connection with such purchase, we have also acted in a separate capacity as
counsel to the Underwriters. The Underwritten Certificates, together with
the Mortgage Pass-Through Certificates, Series 1997-2, Class PO, Class B-4,
Class B-5 and Class B-6, comprise the entire issue of Certificates entitled
Mortgage Pass-Through Certificates, Series 1997-2 (collectively, the
"Certificates"). The Certificates are issued pursuant to a Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
April 1, 1997, among the Company, The Bank of New York, as trustee (the
"Trustee"), and HMC, as seller and master servicer. The Certificates
evidence in
the aggregate the entire beneficial interest in a trust (the "Trust")
consisting primarily of a pool of certain conventional, fixed-rate, one- to
four-family first mortgage loans. Capitalized terms used but not defined
herein shall have the meanings assigned to such terms in the Pooling and
Servicing Agreement.
In arriving at the opinions expressed below, we have examined such
documents and records as we have deemed appropriate, including the following:
(a) Signed copies of the Company's registration statement (No.
333-16679) on Form S-3 filed by the Company with the Securities and
Exchange Commission relating to Mortgage Pass-Through Certificates (the
registration statement in the form in which it became effective
(excluding any exhibits filed therewith or any information incorporated
by reference therein) being hereinafter called the "Registration
Statement").
(b) The Prospectus dated February 25, 1997 (the "Base
Prospectus"), as supplemented by the Prospectus Supplement dated April
24, 1997 (the "Prospectus Supplement"), in the form filed with the
Commission pursuant to Rule 424(b) under the 1933 Act (the Base
Prospectus, as supplemented by the Prospectus Supplement, the
"Prospectus").
(c) A copy of the Pooling and Servicing Agreement.
(d) Specimens 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.
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.
Assuming compliance with the pertinent provisions of the Pooling and
Servicing Agreement, as of April 30, 1997, the Master REMIC and the
Subsidiary REMIC will each qualify as a "real estate mortgage investment
conduit" (each, a "REMIC") as defined in the Internal Revenue Code of 1986,
as amended (the "Code"). The Certificates, other than the Class R-1 and
Class R-2 Certificates, will constitute "regular interests" in the Master
REMIC, and the Class R-2 and Class R-1 Certificates will each represent
beneficial ownership of a single class of "residual interests" in each of the
Master REMIC and the Subsidiary REMIC, respectively.
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,
/s/ Brown & Wood LLP
