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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): March 30, 1999
INDYMAC ABS, INC., (as depositor under the Pooling and
Servicing Agreement, dated as of March 1, 1999, providing for
the issuance of the Home Equity Asset Backed Certificates, Series
SPMD 1999-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, California 91101
(Address of Principal (Zip Code)
Executive Offices)
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Registrant's telephone number, including area code (800) 669-2300
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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)
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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.
INDYMAC ABS, INC.
By: /s/ John Kim
John Kim
Dated: March 30, 1998
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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
March 30, 1999
IndyMac ABS, Inc.
155 North Lake Avenue
Pasadena, CA 91101
Re: IndyMac ABS, Inc.
Home Equity Loan Asset-Backed Trust, Series SPMD 1999-A
Home Equity Loan Asset-Backed Certificates, Series SPMD 1999-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
March 1, 1999 (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 1999-A (the "Trust
Fund"). The assets of the Trust Fund will consist primarily of a pool of
conventional, sub-prime fixed-and adjustable-rate 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 and 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 and 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.
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
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BROWN & WOOD LLP
One World Trade Center
New York, New York 10048
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
March 30, 1999
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 1999-A
Home Equity Asset-Backed Certificates, Series SPMD 1999-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
