SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 21, 1999
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GE Capital Mortgage Services, Inc.
(as Depositor with respect to
REMIC Mortgage Pass-Through Certificates, Series 1999-HE3)
GE Capital Mortgage Funding Corporation
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(Exact Name of Registrant as Specified in Charter)
Delaware 33-5042 52-2134173
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
Three Executive Campus
Suite W602
Cherry Hill, New Jersey 08002
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area (609) 661-5881
<PAGE>
ITEM 5. OTHER EVENTS.
Attached as Exhibits 5.1 and 23.1 to this Current Report are a legal
opinion and related consent of the Vice President and General Counsel of the
Registrant with respect to the due authorization by the Registrant of certain
documents and actions in connection with the issuance of REMIC Home Equity
Pass-Through Certificates, Series 1999-HE3 (the "Certificates") by GE Capital
Mortgage Funding Corporation 1999-HE3 Trust. The public offering of certain
classes of the Certificates has been registered pursuant to the Securities Act
of 1933 under a Registration Statement on Form S-3 (file nos. 333-68951-01 and
333-68951) (the "Registration Statement") filed with the Securities and Exchange
Commission by the Registrant and GE Capital Mortgage Services, Inc.
The Registrant hereby incorporates such legal opinion and consent by
reference as additional Exhibits to the Registration Statement, insofar as the
Registration Statement pertains to the public offering of certain classes of the
Certificates.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
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5.1 Opinion of Thomas F. Kleissler, Vice President and General Counsel of GE
Capital Mortgage Funding Corporation and GE Capital Mortgage Services, Inc.
regarding due authorization by the Registrants.
23.1 Consent of Thomas F. Kleissler, Vice President and General Counsel of GE
Capital Mortgage Funding Corporation and GE Capital Mortgage Services, Inc
(included as part of Exhibit 5.1).
<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.
GE Capital Mortgage Funding Corporation
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(Registrant)
Date: September 21, 1999 By /s/ Mary Kaplan
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Name: Mary Kaplan
Title: Vice President
<PAGE>
EXHIBIT INDEX
The following exhibits are being filed herewith:
EXHIBIT NO. DESCRIPTION PAGE
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5.1 Opinion of Thomas F. Kleissler, Vice President and General Counsel of GE
Capital Mortgage Funding Corporation and GE Capital Mortgage Services, Inc.
regarding due authorization by the Registrants.
23.1 Consent of Thomas F. Kleissler, Vice President and General Counsel of GE
Capital Mortgage Funding Corporation and GE Capital Mortgage Services, Inc
(included as part of Exhibit 5.1).
September 21, 1999
GE Capital Mortgage Funding Corporation
Three Executive Campus
Suite W602
Cherry Hill, New Jersey 08002
Re: GE Capital Mortgage Funding Corporation 1999-HE3 Trust
REMIC Home Equity Loan Pass-Through Certificates, Series 1999-HE3
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Ladies and Gentlemen:
I am Vice President and General Counsel of GE Capital Mortgage Services,
Inc., A New Jersey corporation ("GECMSI"), the sole shareholder of GE Capital
Mortgage Funding Corporation, a Delaware corporation ("GECMFC"), and, in such
capacity, I am familiar with (i) the preparation and filing with the Securities
and Exchange Commission (the "Commission") pursuant to Rule 415 under the
Securities Act of 1933, as amended (the "Act"), of the registration statement on
Form S-3 (File Nos. 333-68951-01 and 333-68951) as amended to the date hereof
(the "Registration Statement"), by GECMFC and GECMSI relating to the
registration of $15,000,000,000 aggregate principal in respect of mortgage
pass-through certificates issuable in series; (ii) the proposed issuance of
REMIC Home Equity Loan Pass-Through Certificates, Series 1999-HE3 (the
"Certificates") by GE Capital Mortgage Funding Corporation 1999-HE3 Trust under
a Pooling and Servicing Agreement, dated as of September 1, 1999 (the "Pooling
and Servicing Agreement"), among GECMFC, as depositor, GECMSI, as servicer, and
Bank One, National Association, as trustee, and (iii) the sale of certain
classes of the Certificates (the "Offered Certificates") by GECMFC to Prudential
Securities Incorporated and Greenwich Capital Markets, Inc. (the "Underwriters")
pursuant to an underwriting agreement dated September 21, 1999, as amended and
supplemented by a terms agreement dated the date hereof (together, the
"Underwriting Agreement") between GECMFC and the Underwriters for public offer
and resale of the Certificates by the Underwriters pursuant to a Prospectus
Supplement dated the date hereof to the Prospectus dated September 21, 1999,
relating to the Registration Statement.
In arriving at the opinions expressed below, I have examined and relied on
the originals or copies certified or otherwise identified to my satisfaction of
all such documents, agreements and instruments, such corporate records of GECMFC
and GECMSI and such other instruments and other certificates of public
officials, officers and representatives of GECMFC and GECMSI and such other
persons and I have made such investigations of law as I have deemed appropriate
as a basis for the opinions expressed below. In rendering the opinions expressed
below, I have assumed and have not verified that the signatures on all documents
that I have examined are genuine, and have assumed and not verified the accuracy
as to factual matters of each document I have reviewed.
Based on the foregoing, it is my opinion that (a) (i) the execution,
delivery and performance by GECMFC of the Pooling and Servicing Agreement, (ii)
the issuance of the Certificates pursuant to the Pooling and Servicing Agreement
and (iii) the sale of the Offered Certificates by GECMFC pursuant to the
Underwriting Agreement have been duly authorized by GECMFC, and (b) the
execution, delivery and performance by GECMSI of the Pooling and Servicing
Agreement has been duly authorized by GECMSI.
In giving the foregoing opinions, I express no opinion as to the laws of
any jurisdiction other than the General Corporate Law of the State of Delaware
and the laws of the State of New Jersey.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement without admitting that I am an "expert" within the
meaning of the Act or the rules and regulations of the Commission issued
thereunder with respect to any part of the Registration Statement, including
this Exhibit.
Very truly yours,
/s/ Thomas F. Kleissler
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Thomas F. Kleissler
