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 August 19, 1999
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(Date of Earliest Event Reported)
EQUITY ONE ABS, INC., (as depositor under the Pooling and Servicing Agreement,
dated as of July 31, 1999, which forms a trust fund, which will issue the
Mortgage Pass-Through Certificates, Series 1999-1)
EQUITY ONE ABS, INC.
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(Exact Name of Registrant as specified in its charter)
Delaware 333-81237 52-2029487
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(State of Incorporation) (Commission File No.) (IRS Employer I.D. No.)
103 Springer Building, 3411 Silverside Road, Wilmington, Delaware 19803
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(Address of principal executive offices)
Registrant's telephone number, including area code: (302) 478-6160
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Item 5. Other Events.
Filing of Certain Materials.
Pursuant to Rule 424(b)(4) 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"), Equity One ABS, Inc. is filing a prospectus and prospectus
supplement (the "Prospectus Supplement") with the Securities and Exchange
Commission (the "Commission") relating to its Mortgage Pass-Through
Certificates, Series 1999-1.
Attached hereto as Exhibit 8.1 is the Opinion of Stradley, Ronon,
Stevens & Young, LLP, counsel to Equity One ABS, Inc., relating to certain tax
matters in connection with the Mortgage Pass-Through Certificates, Series
1999-1.
Incorporation of Certain Documents by Reference.
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, included in the Annual Report on Form
10-K of Ambac Financial Group, Inc. (which was filed with the Commission on
March 30, 1999; Commission File Number 001-10777) are hereby incorporated by
reference into this Form 8-K and have been audited by KPMG LLP. The consent of
KPMG LLP to the incorporation by reference of their report on such financial
statements in this Form 8-K and to being named as "experts" in the Prospectus
Supplement is attached hereto as Exhibit 23.1.
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 Commission on May 12, 1999) are hereby incorporated by reference
into this Form 8-K.
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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 of Stradley, Ronon, Stevens & Young, LLP as to certain
tax matters.
23.1 Consent of KPMG LLP.
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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.
EQUITY ONE ABS, INC.
By: /s/ Dennis Kildea
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Dennis Kildea, Vice President
Dated: August 19, 1999
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Exhibit Index
Exhibit Document
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8.1 Opinion of Stradley, Ronon, Stevens & Young, LLP as to certain tax
matters.
23.1 Consent of KPMG LLP
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August 19, 1999
Equity One ABS, Inc.
103 Springer Building
3411 Silverside Road
Wilmington, Delaware 19810
Re: Equity One ABS, Inc. Mortgage Pass-Through Certificates, Series 1999-1
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Ladies and Gentlemen:
We have acted as counsel to and for Equity One ABS, Inc., a Delaware
corporation (the "Company"), in connection with the offer and sale by the
Company of Mortgage Pass-Through Certificates, Series 1999-1, in an aggregate
principal amount of $195,015,906 (the "Securities"), pursuant to the Company's
Prospectus dated July 23, 1999 (the "Prospectus"), as supplemented by the
Company's Prospectus Supplement dated August 12, 1999 (the "Prospectus
Supplement"), in the form transmitted for filing with the United States
Securities and Exchange Commission pursuant to Rule 424(b) under the Securities
Act of 1933 on August 19, 1999. The Securities will be issued pursuant to a
certain Pooling and Servicing Agreement dated as of July 31, 1999, among the
Company, as depositor, Equity One, Inc., as servicer and seller ("Equity One"),
certain affiliates of the Company, as sellers (the "Sellers"), and The Chase
Manhattan Bank, as trustee (the "Agreement").
We have examined copies of the Prospectus and Prospectus Supplement, a
signed copy of the Agreement, a specimen certificate of each class of the
Securities, and such other records, documents and statutes as we have deemed
necessary for purposes of this opinion letter.
In rendering the opinion below, we express no opinion as to any laws other
than the Internal Revenue Code of 1986, as amended, the applicable Treasury
Regulations promulgated thereunder, the present positions of the Internal
Revenue Service as set forth in published revenue rulings and revenue
procedures, present administrative positions of the Internal Revenue Service,
and existing federal judicial decisions, all of which are subject to change
either prospectively or retroactively.
This opinion letter is given only with respect to laws and regulations
presently in effect. We assume no obligation to advise you of any changes in law
which may occur, whether the same are retroactively or prospectively applied, or
to update or supplement this letter in any fashion to reflect any facts or
circumstances which hereafter come to our attention.
Based upon, and subject to, the foregoing, we are of the opinion that:
1. The information set forth in the Prospectus and Prospectus Supplement
under the caption "Federal Income Tax Consequences," to the extent it
constitutes matters of law or legal
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conclusions, is correct in all material respects. The opinions set forth in the
Prospectus and Prospectus Supplement under the heading "Federal Income Tax
Consequences" are hereby confirmed.
We have relied without independent investigation upon the representations
and warranties of the Company, Equity One and the Sellers in the Agreement.
Furthermore, we have assumed and relied upon, without independent investigation,
(i) the authenticity and due authorization, execution, and delivery of all
documents submitted to us as originals, (ii) the genuineness of all signatures
on all documents submitted to us as originals, and (iii) conformity to the
originals of all documents submitted to us as certified or photostatic copies.
We hereby consent to the filing of this opinion letter by the Company as an
exhibit to a Current Report on Form 8-K with respect to the Securities.
Very truly yours,
Stradley, Ronon, Stevens & Young, LLP
By: /s/ William S. Pilling, III
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William S. Pilling, III, a Partner
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Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Ambac Assurance Corporation:
We consent to the incorporation by reference in the registration statement (No.
333-81237) of Equity One ABS, Inc. (the "Registrant"), and in the Prospectus
Supplement of the Registrant (the "Prospectus Supplement"), via the Form 8-K of
the Registrant dated August 19, 1999, of our report dated January 29, 1999 on
the consolidated financial statements of Ambac Assurance Corporation and
subsidiaries as of December 31, 1998 and 1997, and for 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.
New York, New York
August 19, 1999
KPMG LLP
