- --------------------------------------------------------------------------------
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): September 29, 1998
INDYMAC ABS, INC., (as depositor under the Pooling and
Servicing Agreement, dated as of September 1, 1998, providing for
the issuance of the Home Equity Asset Backed Certificates, Series
SPMD 1998-A).
INDYMAC ABS, INC.
-----------------
(Exact name of registrant as specified in its charter)
Delaware 333-51609 95-4685267
- ---------------------------- ------------ -------------------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
155 North Lake Avenue
Pasadena, Califormia 91101
- --------------------- ----------
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (800) 669-2300
--------------
- --------------------------------------------------------------------------------
<PAGE>
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
------------------------
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
5.1 Legality Opinion of Brown & Wood LLP.
8.1 Tax Opinion of Brown & Wood LLP (included in Exhibit 5.1)
23.1 Consent of Brown & Wood LLP (included in Exhibits 5.1 and 8.1)
<PAGE>
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.
INDYMAC ABS, INC.
By: /s/ John Kim
------------
John Kim
Dated: September 29, 1998
<PAGE>
Exhibit Index
Exhibit Page
- ------- ----
5.1 Legality Opinion of Brown & Wood LLP 5
8.1 Tax Opinion of Brown & Wood LLP (included in Exhibit 5.1) 5
23.1 Consent of Brown & Wood LLP (included in Exhibits 5.1 and 8.1) 5
<PAGE>
Exhibits 5.1 and 8.1
--------------------
September 29, 1998
IndyMac ABS, Inc.
155 North Lake Avenue
Pasadena, CA 91101
Re: IndyMac ABS, Inc.
Home Equity Loan Asset-Backed Trust, Series SPMD 1998-A
Home Equity Loan Asset-Backed Certificates, Series SPMD 1998-A
--------------------------------------------------------------
Ladies and Gentlemen:
We have acted as special counsel for IndyMac ABS, Inc., a Delaware
corporation (the "Company"), in connection with the issuance of the Home Equity
Loan Asset-Backed Certificates of the above-referenced Series (the
"Certificates") pursuant to a Pooling and Servicing Agreement dated as of
September 1, 1998 (the "Pooling and Servicing Agreement"), among the Company, as
depositor, IndyMac, Inc., as seller and master servicer (the "Seller and Master
Servicer"), and The Bank of New York, as trustee (the "Trustee").
The Certificates will represent the entire beneficial ownership interest in
the Home Equity Loan Asset-Backed Trust, Series SPMD 1998-A (the "Trust Fund").
The assets of the Trust Fund will consist primarily of a pool of conventional
mortgage loans (the "Mortgage Loans") secured by first and second liens on one-
to four-family residential properties. Capitalized terms not otherwise defined
herein have the meanings ascribed to such terms in the Pooling and Servicing
Agreement.
We have examined such documents and records and made such investigations of
such matters of law as we have 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.
Based upon the foregoing, we are of the opinion that:
1. The Pooling and Servicing Agreement has been duly authorized, executed and
delivered by the Company, the Seller and Master Servicer and constitutes a
valid, legal and binding agreement of the Company and the Seller and Master
Servicer, enforceable against the Company, the Seller and Master Servicer
in accordance with its terms, subject, as to enforceability, to bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting
creditors' rights generally and to general principles of equity regardless
of whether enforcement is sought in a proceeding in equity or at law.
2. Assuming that the Certificates have been duly executed and countersigned by
the Trustee in the manner contemplated in the Pooling and Servicing
Agreement, when delivered and paid for, the Certificates will be validly
issued and outstanding and entitled to the benefits of the Pooling and
Servicing Agreement.
3. The Master REMIC and each Subsidiary REMIC created by the Pooling and
Servicing Agreement will each qualify as a "real estate mortgage investment
conduit" ("REMIC") within the meaning of Section 860D of the Internal
Revenue Code of 1986, as amended (the "Code"), assuming: (i) an election is
made to treat the assets of the Master REMIC as a REMIC and an election is
made to treat the assets of each Subsidiary REMIC as a REMIC, and (ii)
compliance with the Pooling and Servicing Agreement. Furthermore, assuming
compliance with the pertinent provisions of the Pooling and Servicing
Agreement, the Excess Reserve Fund Account will be treated as an outside
reserve fund, within the meaning of Treasury Regulation 1.860G-2(h),
beneficially owned by the holders of the Class OC-1 and Class OC-2
Certificates. The rights of the Class AF-1 and Certificate Group 2
Certificateholders to receive payments from the Excess Reserve Fund Account
will be treated as rights to receive payments under an interest rate cap
contract.
The opinion set forth in paragraph 3 is 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. Such opinion is limited as described above, and we do
not express an opinion on any other tax aspect of the transactions contemplated
by the Pooling and Servicing Agreement or the effect of such transactions on
IndyMac, Inc. or any of its shareholders.
In rendering the foregoing opinions, we express no opinion as to the laws
of any jurisdiction other than the federal laws of the United States of America,
the corporate laws of the State of Delaware and the laws of the State of New
York.
We hereby consent to the filing of this opinion as an exhibit to the
Company's Report on Form 8-K dated the date hereof.
Very truly yours,
/s/ BROWN & WOOD LLP
----------------
BROWN & WOOD LLP
<PAGE>
BROWN & WOOD LLP
One World Trade Center
New York, New York 10048
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
September 29, 1998
BY MODEM
- --------
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: IndyMac ABS, Inc.
Home Equity Asset-Backed Trust, Series SPMD 1998-A
Home Equity Asset-Backed Certificates, Series SPMD 1998-A
---------------------------------------------------------
Ladies and Gentlemen:
On behalf of IndyMac ABS, Inc. (the "Company"), we enclose herewith for
filing, pursuant to the Securities and Exchange Act of 1934, as amended, the
Company's Current Report on Form 8-K in connection with the above-referenced
transaction.
Very truly yours,
/s/ Edward J. Fine
Edward J. Fine
Enclosure
