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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 AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
June 24, 1999
ACE Securities Corp.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 333-56213 56-2088493
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State or Other Jurisdiction (Commission (I.R.S. Employer
Of Incorporation) File Number) Identification No.)
6707 Fairview Road, Suite D
Charlotte, North Carolina 28210
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(Address of Principal Executive (Zip Code)
Offices)
Registrant's telephone number, including area code: (704) 365-0569
No Change
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(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 5. Other Events (1)
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Attached as Exhibit 23 to this Current Report is the consent of
PricewaterhouseCoopers LLP to the use of such firm's name under the caption
"Experts," and the incorporation by reference of such firm's report dated
February 2, 1999 on its audits of the consolidated financial statements of
MBIA Insurance Corporation and Subsidiaries, as of December 31, 1998 and 1997,
and for each of the three years in the period ended December 31, 1998, in the
Prospectus Supplement (as defined herein) relating to ACE Securities Corp.
Home Equity Loan Pass-Through Certificates, Series 1999-LB1 (the
"Certificates"). The Certificates are offered pursuant to a prospectus
supplement, dated June 24, 1999 (the "Prospectus Supplement"), and a
prospectus, dated June 24, 1999 (together with the Prospectus Supplement, the
"Prospectus"), which were filed with the Commission pursuant to Rule 424(b)
under the Securities Act of 1933, as amended (the "Act"). The Certificates are
registered pursuant to the Act under a Registration Statement on Form S-3 (No.
333-56213) (the "Registration Statement").
Attached as Exhibit 99.1 to this Current Report, Ace Securities Corp.
(the "Company") is filing an opinion regarding the legality of the securities
being offered and regarding tax matters with the Securities and Exchange
Commission as an exhibit to the Company's Registration Statement on Form S-3
(File No. 333-56213).
Item 7. Financial Statements; Pro Forma Financial Information and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
23. Consent of Independent Accountants
99.1 Opinion of Brown & Wood LLP , regarding the
legality of the securities being offered and
regarding tax matters
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1 Capitalized terms used but not otherwise defined herein shall have the
same meaning ascribed to them in the Prospectus.
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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.
ACE SECURITIES CORP.
By: /s/ Juliana C. Johnson
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Name: Juliana C. Johnson
Title: President
Dated: June 28, 1999
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EXHIBIT INDEX
Exhibit No. Description Page No.
23 Consent of Independent Accountants 6
99.1 Opinion of Brown & Wood LLP ,
regarding the legality of the securities
being offered and regarding tax matters 8
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EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus Supplement of
ACE Securities Corp. relating to Long Beach Mortgage Company Home Equity Loan
Trust, Series 1999-LB1, of our report dated February 2, 1999, on our audits of
the consolidated financial statements of MBIA Insurance Corporation and
Subsidiaries as of December 31, 1998 and 1997 and for each of the three years
in the period ended December 31, 1998. We also consent to the reference to our
Firm under the caption "Experts."
/s/ PricewaterhouseCoopers LLP
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PricewaterhouseCoopers LLP
June 23, 1999
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EXHIBIT 99.1 OPINION OF BROWN & WOOD LLP
<PAGE>
June 28, 1999
ACE Securities Corp.
6525 Morrison Boulevard, Suite 318
Charlotte, North Carolina 28211
Re: ACE Securities Corp. Registration Statement
on Form S-3 (File No. 333-56213)
Ladies and Gentlemen:
We have acted as counsel for ACE Securities Corp., a Delaware
corporation (the "Company"), in connection with the offering of the Company's
Home Equity Loan Trust 1999-LB1 Pass-Through Certificates, Class A1, Class A-2
and Class B Certificates (the "Securities"). The Securities have been
registered pursuant to the Securities Act of 1933, as amended (the "Act"), by
means of a Registration Statement of the Company on Form S-3 (File No.
333-56213), which was declared effective by the Securities and Exchange
Commission on October 13, 1998 (the "Registration Statement"). The Securities
will be offered pursuant to a prospectus, dated June 24, 1999, as supplemented
by a prospectus supplement dated June 24, 1999 (collectively, the
"Prospectus"), which will be filed with the Commission pursuant to Rule 424
under the Securities Exchange Act of 1934, as amended. As set forth in the
Registration Statement, the Securities will be issued under and pursuant to
the conditions of a pooling and servicing agreement dated as of June 1, 1999
(the "Agreement"), among the Company, The Bank of New York, as trustee (the
"Trustee") and Long Beach Mortgage Company, as servicer (the "Servicer").
Capitalized terms used but not defined herein have the meanings
assigned to them in the Agreement.
We have examined copies of the Company's Certificate of
Incorporation, the Company's By-laws, the Agreement, the Securities 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) The Agreement has been duly and validly authorized by all necessary
action on the part of the Company, and when the Agreement has been
duly executed and delivered by the Company, the Servicer and the
Trustee, the Agreement will constitute a legal, valid and binding
agreement of the Company, enforceable against the Company 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) The Securities have been duly authorized by all necessary action on
the part of the Company, and when the Securities have been duly
executed and authenticated by the Trustee in accordance with the
terms of the Agreement and issued and delivered against payment
therefor as described in the Registration Statement, the Securities
will be legally and validly issued, fully paid and nonassessable, and
the holders thereof will be entitled to the benefits of the
Agreement;
(3) The statements under the caption "Material Federal Income Tax
Considerations" in the Prospectus insofar as such statements
constitute conclusions of law, are true and correct in all material
respects as set forth therein; and
(4) Under existing law, assuming a REMIC election is made and assuming
compliance with all provisions of the Agreement, for federal income
tax purposes, the Trust Fund, exclusive of the Reserve Fund, will
qualify as a "real estate mortgage investment conduit" ("REMIC")
pursuant to Section 860D of the Internal Revenue Code of 1986, as
amended (the "Code"); each of the Certificates, other than the Class
R Certificate, will evidence ownership of REMIC "regular interests"
in the REMIC within the meaning of Section 860G(a)(1) of the Code and
the Class R Certificate will be designated as the sole class of
"residual interest" in the REMIC within the meaning of Section
860G(a)(2) of the Code; the Reserve Fund is an "outside reserve fund"
that is beneficially owned by the holder of the Class R Certificate;
the rights of the holders of the Certificates, other than the Class R
Certificates, to receive payment of any Basis Risk Shortfall from the
Reserve Fund represent, for federal income tax purposes, an interest
in an interest rate cap contract.
In rendering the foregoing opinions, we express no opinion as to the
laws of any jurisdiction other than the laws of the State of New York
(excluding choice of law principles therein) and the federal laws of the
United States of America.
We hereby consent to the filing of this letter and to the references
to this firm under the headings "Legal Matters" and " Material Federal Income
Tax Consequences" in the Prospectus, without implying or admitting that we are
"experts" within the meaning of the Act or the rules and regulations of the
Securities and Exchange Commission issued thereunder, with respect to any part
of the Prospectus.
Very truly yours,
/s/ Brown & Wood LLP
