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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 27, 1997
HEADLANDS MORTGAGE SECURITIES INC.
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(Exact name of registrant as specified in its charter)
Delaware 333-16679 68-039-7342
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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 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 relating to its Mortgage Pass-Through Certificates, Series 1997-3.
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 June 25, 1997 and
prospectus supplement dated June 25, 1997, of the Company, relating to its
Mortgage Pass-Through Certificates, Series 1997-3.
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: July 1, 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
June 27, 1997
Fitch Investors Service, L.P.
One State Street Plaza, 34th Floor
New York, New York 10004
Headlands Mortgage Securities Inc.
700 Larkspur Landing Circle
Suite 240
Larkspur, California 94939
Standard & Poor's
26 Broadway, 15th Floor
New York, New York 10004
Re: Headlands Mortgage Securities Inc.,
Mortgage Pass-Through Certificates
Series 1997-3
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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 Donaldson, Lufkin & Jenrette Securities
Corporation pursuant to the underwriting agreement (the "Underwriting
Agreement") dated June 25, 1997, among the Company, Headlands Mortgage
Company ("HMC") and Donaldson, Lufkin & Jenrette Securities Corporation of
certificates entitled Mortgage Pass-Through Certificates, Series 1997-3,
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-II-1, Class A-II-2, Class A-II-3, Class A-II-4, Class A-
II-5, Class C-1, Class C-2, Class C-3, Class PO, 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 Underwriter. The Underwritten Certificates, together with the
Mortgage Pass-Through Certificates, Series 1997-3, Class B-4, Class B-5 and
Class B-6, comprise the entire issue of Certificates entitled Mortgage
Pass-Through Certificates, Series 1997-3 (collectively, the "Certificates").
The Certificates are issued pursuant to a Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of June 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 the
following documents:
(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 June 25, 1997 (the "Base Prospectus"), as
supplemented by the Prospectus Supplement dated June 25, 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 also examined such other documents and reviewed
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.
Assuming compliance with the pertinent provisions of the Pooling and
Servicing Agreement, as of June 27, 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 is rendered as of the date hereof and we undertake no
obligation to update this opinion or advise you of any changes in the event
there is any change in legal authorities, facts, assumptions or documents on
which this opinion is based (including the taking of any action by any party
to the documents pursuant to any opinion of counsel or a waiver), or any
inaccuracy in any of the representations, warranties or assumptions upon
which we have relied in rendering this opinion 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
