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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
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PARAGON AUTO RECEIVABLES CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
333-63697 33-063501
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(Commission File Number) (I.R.S. Employer Identification No.)
27405 Puerta Real, Suite 200, Mission Viejo, CA 92691
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(Address of Principal Executive Offices) (Zip Code)
(949) 348-8707
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On March 30, 1999, the Registrant caused the issuance and sale of
approximately $100,000,000 initial principal amount of Class A 5.95% Asset
Backed Notes (the "Notes").
In connection with the sale of the Notes, the Registrant is filing
a copy of the opinion letter issued by Mayer, Brown & Platt with respect to
tax matters.
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Item 7. Financial Statements and Exhibits.
Exhibits.
Item 601(a) of
Regulation S-K
Exhibit No. Description
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8.1 Opinion Letter re: tax matters
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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.
PARAGON AUTO RECEIVABLES CORPORATION
(Registrant)
Dated: March 30, 1999 By: /s/ Nancy C. Ferguson
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Name: Nancy C. Ferguson
Title: Vice President
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<PAGE>
INDEX OF EXHIBITS
Item 601(a) of Sequentially
Regulation S-K Numbered
Exhibit No. Description
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8.1 Opinion Letter re: tax matters
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March 30, 1999
To the Parties Listed on
Schedule I hereto
Ladies and Gentlemen:
We have acted as special tax counsel for Paragon Auto Receivables
Corporation ("Paragon Auto"), a Delaware corporation, in connection with
the sale and assignment of certain retail installment sale contracts for
new and used automobiles and light trucks by Paragon Auto to Paragon Auto
Receivables Owner Trust 1999-A (the "Issuer") formed pursuant to that
certain Trust Agreement (the "Trust Agreement"), dated as of March 15,
1999, between Paragon Auto, as holder of the Certificate, Paragon
Acceptance Corporation ("PAC"), in its individual capacity and as Servicer,
and Wilmington Trust Company, as Owner Trustee, in exchange for, among
other things, the Paragon Auto Receivables Owner Trust 1999-A 5.95% Asset
Backed Notes, Class A, in the aggregate amount of $100,000,000 (the
"Notes"). Paragon Auto has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-3, File
No. 333-63697 (as amended, the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), for the registration under
the Act of certain securities, including the Notes, which Registration
Statement was declared effective on February 10, 1999. Paragon Auto has
filed with the Commission pursuant to Rule 424(b) under the rules and
regulations of the Commission under the Act a supplement, dated March 24,
1999 (the "Prospectus Supplement") to the prospectus, dated March 18, 1999
(the "Basic Prospectus"), relating to the Notes and the method of
distribution thereof. The Basic Prospectus and the Prospectus Supplement
and any information incorporated therein by reference, together with any
amendment thereof or supplement thereto authorized by Paragon Auto, are
hereinafter called the "Prospectus".
In connection with rendering our opinion, we have examined and
relied upon and base our opinion on (i) the Trust Agreement, (ii) the Sale
and Servicing Agreement, dated as of March 30, 1999, between Paragon Auto,
as Seller, PAC, in its individual capacity and as Servicer, Norwest Bank
Minnesota, National Association, as Indenture Trustee and Backup Servicer,
and the Issuer, as Purchaser, (iii) the Registration Statement, (iv) the
Prospectus and (v) such other documents as we have deemed necessary for
purposes of this opinion.
The opinion set forth in this letter is based upon the applicable
provisions of the Internal Revenue Code of 1986, as amended, Treasury
regulations promulgated and proposed thereunder, current positions of the
Internal Revenue Service ("IRS") contained in published Revenue Rulings
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Paragon Auto Receivables Corporation
March 30, 1999
Page 2
and Revenue Procedures, current administrative positions of the IRS and
existing judicial decisions. No tax rulings will be sought from the IRS
with respect to any of the matters discussed herein.
We hereby confirm that the statements set forth in the Prospectus
relating to the Notes under the headings "Summary of Terms -- Material
Federal Income Tax Consequences" and "Material Federal Income Tax
Consequences," which statements have been prepared by us, to the extent
that they constitute matters of law or legal conclusions with respect
thereto relating to federal income tax matters, are a fair and accurate
discussion of all material federal income tax consequences, and we hereby
confirm and adopt the opinions set forth therein. There can be no
assurance, however, that the tax conclusions presented therein will not be
successfully challenged by the IRS, or significantly altered by new
legislation, changes in IRS positions or judicial decisions, any of which
challenges or alterations may be applied retroactively with respect to
completed transactions.
Very truly yours,
/s/ Mayer, Brown & Platt
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MAYER, BROWN & PLATT
EAR/WAL/BLG/LBT
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SCHEDULE I
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Moody's Invertors Service, Inc.
99 Church Street
New York, NY 10007
Standard & Poor's, a division of
The McGraw-Hill Companies, Inc.
26 Broadway
New York, New York 10004
Credit Suisse First Boston Corporation
Eleven Madison Avenue
New York, New York 10010
MBIA Insurance Corporation
113 King Street
Armonk, New York 10504
Norwest Bank Minnesota, National Association,
as Indenture Trustee
6th Street and Marquette Avenue
Minneapolis, Minnesota 55479-0070
Wilmington Trust Company, as Owner Trustee
1100 North Market Street
Wilmington, Delaware 19890-0001
Paragon Acceptance Corporation
27405 Puerta Real, Suite 200
Mission Viejo, California 92691
Paragon Auto Receivables Corporation
27405 Puerta Real, Suite 200
Mission Viejo, California 92691
Paragon Auto Receivables Owner Trust 1999-A
c/o Paragon Auto Receivables Corporation
27405 Puerta Real, Suite 200
Mission Viejo, California 92691
