- --------------------------------------------------------------------------------
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): October 29, 1998
HEADLANDS MORTGAGE SECURITIES INC.
--------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 333-46019 68-0397342
- ------------------------------- ----------------------- --------------------
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Identification No.)
700 Larkspur Landing Circle,
Suite 240, 94939
Larkspur, California
----------------------------- --------------------------
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (415) 461-6790
- --------------------------------------------------------------------------------
Item 5. Other Events.
Filing of Certain Materials.
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 1998-2.
The Opinion is filed as Exhibit 8.1.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
8.1 Opinion of Brown & Wood LLP re Tax Matters.
* Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the prospectus dated October 26, 1998 and
prospectus supplement dated October 26, 1998, of the Company, relating to its
Mortgage Pass-Through Certificates, Series 1998-2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
HEADLANDS MORTGAGE SECURITIES INC.
By: /s/ Kristen Decker
------------------------------
Name: Kristen Decker
Title: Vice President
Dated: October 28, 1998
Exhibit Index
Exhibit Page
8.1 Opinion of Brown & Wood LLP re Tax Matters.....................5
EXHIBIT 8.1
BROWN & WOOD LLP
One World Trade Center
New York, NY 10048
Telephone: (212) 839-5300'
Facsimile: (212) 839-5599
October 28, 1998
Headlands Mortgage Securities Inc.
700 Larkspur Landing Circle
Suite 240
Larkspur, CA 94939
Standard & Poors Ratings Services
26 Broadway, 12th Floor
New York, NY 10004
Fitch IBCA, Inc.
One State Street Plaza
New York, NY 10004
Bear, Stearns & Co. Inc.
245 Park Avenue
New York, NY 10167
Re: Headlands Mortgage Securities Inc.,
Mortgage Pass-Through Certificates
Series 1998-2
Ladies and Gentlemen:
We have acted as special tax counsel for the 1998-2 Trust (as defined
below) in connection with the sale by the Headlands Mortgage Securities Inc.
(the "Company"), and the purchase by Bear, Stearns & Co. Inc. ("Bear Stearns")
(the "Underwriter") pursuant to an underwriting agreement (the "Underwriting
Agreement") dated October 26, 1998, among the Company, Headlands Mortgage
Company ("HMC") and Bear Stearns, of certificates entitled Mortgage Pass-Through
Certificates, Series 1998-2, Class A-1, and Class R (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 1998-2, Class PO,
Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6, comprise
the entire issue of certificates entitled Mortgage Pass-Through Certificates,
Series 1998-2 (collectively, the "Certificates"). The Certificates are issued
pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of October 1, 1998, 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 "1998-2 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.
333-46019) on Form S-3 filed by the Company with the Securities
and Exchange Commission relating to 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 and Prospectus Supplement dated October 26, 1998
in the form filed with the Commission pursuant to Rule 424(b)
under the Securities Act of 1933, as amended.
(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 and assuming a proper REMIC tax election is timely made, the
1998-2 Trust will qualify as a "real estate mortgage investment conduit"
("REMIC") as defined in the Internal Revenue Code of 1986, as amended (the
"Code"). The Certificates, other than the Class R Certificate, will constitute
"regular interests" in the REMIC, and the Class R Certificate will represent
beneficial ownership of 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 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
