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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): May 25, 1999
MORGAN STANLEY ABS CAPITAL I INC.
(Exact name of registrant as specified in its charter)
Delaware 333-64909 13-3939229
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
1585 Broadway, 2nd Floor
New York, New York 10036
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (212) 761-4000
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Item 5. Other Events
Incorporation of Certain Documents by Reference
Pursuant to Rule 411 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"), Morgan Stanley ABS Capital I Inc. (the "Company") is filing an Opinion
re Legality and Tax Matters (the "Opinion") and the consent (the "Consent") of
Brown & Wood LLP with the Securities and Exchange Commission (the
"Commission") relating to the Company's registration statement (No. 333-64909)
as previously filed on Form S-3. The Opinion and the Consent are attached
hereto as Exhibit 8.1.
Further, pursuant to Rule 411 of Regulation C under the Securities Act of
1933 and in reliance on AMBAC Indemnity Corporation, SEC No-Action Letter
(December 19, 1996), the Company will incorporate by reference into the
Company's registration statement (File No. 333-64909), the consolidated
financial statements of Ambac Assurance Corporation and subsidiaries as of
December 31, 1998 and December 31, 1997, and for each of the years in the
three year period ended December 31, 1998, included in the Annual Report on
Form 10-K of Ambac Financial Group, Inc. (which was filed with the Securities
and Exchange Commission on March 30, 1999) and the unaudited consolidated
financial statements of Ambac Assurance Corporation and subsidiaries as of
March 31, 1999, and for the periods ended March 31, 1999 and March 31, 1998,
included in the Quarterly Report on Form 10-Q of Ambac Financial Group, Inc.
for the period ended March 31, 1999 (which was filed with the Securities and
Exchange Commission on May 12, 1999). Such financial statements will be
referred to in the prospectus supplement dated May 24, 1999 relating to NOVUS
HELOC Trust 1999-1, HELOC Asset-Backed Notes, Series 1999-1. In connection
with the incorporation of such documents by reference, the Company is hereby
filing the consent of KPMG LLP to the use of its name in such prospectus
supplement. The consent of KPMG LLP is attached hereto as Exhibit 23.
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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 and Consent of Brown & Wood LLP
23. Consent of KPMG LLP
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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 hereunto duly authorized.
MORGAN STANLEY ABS CAPITAL I INC.
By: /s/ Gail McDonnell
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Name: Gail McDonnell
Title: Vice President
Dated: May 24, 1999
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Exhibit Index
Exhibit Description Page
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8.1 Opinion and Consent of Brown & Wood LLP 6
23 Consent of KPMG LLP 8
<PAGE>
EXHIBIT 8.1
BROWN & WOOD LLP
One World Trade Center
New York, NY 10048
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
May 24, 1999
Morgan Stanley ABS Capital I Inc.
1585 Broadway
New York, New York 10036
Re: Morgan Stanley ABS Capital I Inc.
Registration Statement on Form S-3
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Ladies and Gentlemen:
We have acted as counsel for Morgan Stanley ABS Capital I Inc., a
Delaware corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-3 (the "Registration Statement") relating to
the Asset Backed Securities specified therein (the "Securities"), issuable in
series (each, a "Series"). Pursuant to Rule 429 of the Securities and Exchange
Commission Rules and Regulations under the Securities Act of 1933, as amended
(the "1933 Act"), the Prospectuses and Prospectus Supplements contained in the
Registration Statement also relate to the Company's registration statement No.
333-64909 as previously filed on Form S-3. As set forth in the Registration
Statement, each Series of Securities will be issued under and pursuant to the
conditions of a separate pooling and servicing agreement, servicing agreement,
pooling agreement, trust agreement or indenture (each, an "Agreement") among
the Company, a trustee (the "Trustee") and, where appropriate, a servicer (the
"Servicer"), each to be identified in the prospectus supplement for such
Series of Securities.
We have examined copies of the Company's Certificate of Incorporation and
By-laws, a form of the Agreements, the forms of Securities included in the
applicable Agreement, the forms of prospectus supplements and prospectuses
contained in the Registration Statement (the "Prospectus Supplements" and
"Base Prospectuses", respectively) and such other records, documents and
statutes as we have deemed necessary for purposes of this opinion.
Based upon the foregoing, we are of the opinion that:
1. When any Agreement for a Series of Securities has been duly and
validly authorized by all necessary action on the part of the Company and has
been duly executed and delivered by the Company, the Servicer, the Trustee and
any other party thereto for such Series, such Agreement will constitute a
valid and binding agreement of the Company, enforceable in accordance with its
terms, except as enforcement thereof may be limited by bankruptcy, insolvency
or other laws relating to or affecting creditors' rights generally or by
general equity principles.
2. When a Series of Securities has been duly authorized by all necessary
action on the part of the Company (subject to the terms thereof otherwise
being in compliance with applicable law at such time), duly executed and
authenticated by the related Trustee for such Series in accordance with the
terms of the related Agreement, and issued and delivered against payment
therefor as contemplated in the Registration Statement, the Securities in such
Series will be legally and validly issued, fully paid and nonassessable, and
the holders thereof will be entitled to the benefits of such Pooling and
Servicing Agreement.
3. The information set forth in the Prospectus Supplements and Base
Prospectuses under the caption "Federal Income Tax Consequences," to the
extent that it constitutes matters of law or legal conclusions, is correct in
all material respects.
We hereby consent to the use of our name in the Prospectus Supplements
under the captions "Certain Federal Income Tax Consequences" and "Legal
Matters" and to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Brown & Wood LLP
Exhibit 23
INDEPENDENT AUDITOR'S CONSENT
The Board of Directors
Ambac Assurance Corporation
We consent to the incorporation by reference in the registration
statement (No. 333-64909) Morgan Stanley ABS Capital I Inc. (the "Registrant")
and in the Prospectus Supplement of the Registrant (the "Prospectus
Supplement") via the Form 8-K of the Registrant dated May 24, 1999 of our
report dated January 27, 1999 on the consolidated financial statements of
Ambac Assurance Corporation and subsidiaries as of December 31, 1998 and 1997,
and for each of the years in the three-year period ended December 31, 1998,
which report appears in the Form 10-K of Ambac Financial Group, Inc., which
was filed with the Securities and Exchange Commission on March 30, 1999 and to
the reference to our firm under the heading "Experts" in the Prospectus
Supplement.
/s/ KPMG LLP
KPMG LLP
New York, New York
May 25, 1999
