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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) July 27, 1999
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ABN AMRO MORTGAGE CORPORATION (as depositor under the Pooling Agreement,
dated as of July 1, 1999 providing for, inter alia, the issuance of ABN AMRO
Mortgage Corporation Resecuritization Pass-Through Certificates Series 1999-RS1)
ABN AMRO MORTGAGE 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)
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<S> <C>
333-57027-04 36-3886007
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(Commission File Number) (I.R.S. Employer Identification No.)
181 West Madison Street, Chicago, Illinois 60602
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(Address of Principal Executive Offices) (Zip Code)
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(248) 643-2530
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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 July 30, 1999, the Registrant caused the issuance and sale of
approximately $47,753,042 initial principal amount of Resecuritization
Pass-Through Certificates, Series 1999-RS1 (the "Certificates") pursuant to a
Pooling Agreement dated as of July 1, 1999, among ABN AMRO Mortgage Corporation,
as depositor, and The First National Bank of Chicago, as trustee.
In connection with the sale of the Certificates, the Registrant is
filing a copy of the opinion letter issued by Mayer, Brown & Platt with respect
to legality and tax matters.
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<CAPTION>
ITEM 601(a) OF
REGULATION S-K
EXHIBIT NO. DESCRIPTION
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5.1 Opinion Letter re: legality
8.1 Opinion Letter re: tax matters (included as part of
Exhibit 5.1)
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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.
ABN AMRO MORTGAGE CORPORATION
(Registrant)
Dated: July 30, 1999 By: /s/ Maria Fregosi
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Name: Maria Fregosi
Title: Vice President
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INDEX OF EXHIBITS
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<CAPTION>
ITEM 601(a) OF SEQUENTIALLY
REGULATION S-K NUMBERED
EXHIBIT NO. DESCRIPTION
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5.1 Opinion Letter re: legality
8.1 Opinion Letter re: tax
matters (included as Part of
Exhibit 5.1)
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Exhibit 5.1
[MAYER, BROWN & PLATT LETTERHEAD]
July 30, 1999
ABN AMRO Mortgage Corporation
181 West Madison Street, Suite 3250
Chicago, Illinois 60602-4510
Ladies and Gentlemen:
We have acted as special counsel to ABN AMRO Mortgage Corporation (the
"Company") in connection with the issuance of Multi-Class Pass-Through
Certificates, Series 1999-RS1 (the "Certificates"), evidencing undivided
interests in a trust fund consisting primarily of certain pooled securities
which represent interests in certain underlying mortgage loans, pursuant to the
Pooling Agreement, dated as of July 30, 1999 (the "Pooling Agreement"), among
the Company as depositor, and The First National Bank of Chicago as trustee (the
"Trustee"). The Company has filed with the Securities and Exchange Commission
(the "Commission") a registration statement (No. 333-57027) on Form S-3 for the
registration under the Securities Act of 1933, as amended (the "Act"), of
Pass-Through Certificates (issuable in series), including the Certificates,
which registration statement was declared effective on September 18, 1998. The
Company has filed with the Commission pursuant to Rule 424(b) under the rules
and regulations of the Commission under the Act (the "1933 Act Regulations") a
supplement, dated July 27, 1999 (the "Prospectus Supplement"), to the
prospectus, dated July 27, 1999 (the "Base Prospectus"), relating to the
Certificates and the method of distribution thereof. Such registration statement
(No. 333-57027) including exhibits thereto and any information incorporated
therein by reference is hereinafter called the "Registration Statement"; the
Base Prospectus and the Prospectus Supplement and any information incorporated
therein by reference, together with any amendment thereof or supplement thereto
authorized by the Company, are hereinafter called the "Prospectus."
We have examined the Registration Statement, the Pooling Agreement, the
Prospectus and such other documents as we have deemed necessary or advisable for
purposes of rendering this opinion. Additionally, our advice has formed the
basis for the description of the selected Federal income tax consequences of the
purchase, ownership and disposition of the Certificates to an original purchaser
that appears under the heading "Certain Federal Income Tax Consequences" in the
Prospectus (the "Tax Description"). Except as otherwise indicated herein, all
terms defined in the Prospectus are used herein as so defined.
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In rendering the opinions set forth below, we have relied without
independent investigation on the opinion letters of Kirk Flores, counsel to ABN
AMRO North America, Inc., and Ungaretti & Harris, counsel to the Trustee, copies
of which are annexed hereto as Schedules 1 and 2, respectively.
The opinion set forth in paragraph 2 of 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 (the "IRS") contained in published Revenue Rulings and
Revenue Procedures, current administrative positions of the IRS and existing
judicial decisions. This opinion is subject to the explanations and
qualifications set forth under the caption "Certain Federal Income Tax
Consequences" in the Prospectus. No tax rulings will be sought from the IRS with
respect to any of the matters discussed herein.
On the basis of the foregoing examination and assumptions, and upon
consideration of applicable law, it is our opinion that:
1. The Pooling Agreement has been duly and validly authorized, executed
and delivered by the Depositor and the Trustee, and the Certificates have been
duly executed, authenticated, delivered and sold as contemplated in the
Registration Statement, and the Certificates are legally and validly issued,
fully paid and nonassessable, and the holders of such Certificates are entitled
to the benefits of such Pooling Agreement.
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2. The statements in the Prospectus under the headings "ERISA
Considerations" and "Certain Federal Income Tax Consequences" and the statements
in the applicable Prospectus Supplement under the headings "Certain Federal
Income Tax Consequences" and "ERISA Considerations", to the extent that they
describe matters of United States federal income tax law or ERISA or legal
conclusions with respect thereto, have been prepared or reviewed by such counsel
and are accurate in all material respects. 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
MAYER, BROWN & PLATT
DAC/JVG/TS
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SCHEDULE 1
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ABN-AMRO KIRK P. FLORES
Counsel
ABN AMRO NORTH AMERICA, INC.
135 South LaSalle Street
Chicago, Illinois 60674-9135
(312) 904-2014
July 30, 1999
Mayer, Brown & Platt
190 South LaSalle Street
Chicago, Illinois 60603-3441
Re: ABN AMRO Mortgage Corporation, Depositor, Multi-Class
Pass-Through Certificates, Series 1999-RS1
Ladies and Gentlemen:
I am Counsel of ABN AMRO North America, Inc. ("AANA"), an affiliate of ABN AMRO
Mortgage Corporation ("AMAC"), and as such, I am familiar with the action taken
by both AANA and AMAC in connection with (i) that certain Underwriting Agreement
(the "Underwriting Agreement") dated as of July 27, 1999 by and among AMAC,
ANNA, Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ") and ABN AMRO,
Incorporated ("AAI"), (ii) that certain Terms Agreement (the "Terms Agreement")
dated as of July 27, 1999 by and among AMAC, AANA, DLJ and AAI, and (iii) the
other documents referred to below. Terms used herein without definition shall
have the meanings given such terms in the Underwriting Agreement.
My involvement in the above-referenced transaction has been for the limited
purpose of rendering the opinions set forth herein. I have assumed that the
parties to documents requiring execution and delivery, other than the AANA and
AMAC, have the power to enter into and perform all of their respective
obligations thereunder, and I have also assumed the due authorization by, and
the due execution and delivery of, such documents by each such party. When used
in this opinion, the term "to my knowledge" means that I have not made any
independent investigation, examination or inquiry to determine the existence or
absence of any facts (and have not caused the review of any court files or
indices) with respect to the statements qualified thereby, but I have no actual
knowledge of any facts or circumstances that would make such statements
inaccurate, incomplete or untrue.
Based upon the foregoing and my examination of such other matters of fact and
law as I deem appropriate to the opinions expressed herein, I am of the opinion
that:
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Mayer, Brown & Platt
July 30, 1999
Page 2
1. Each of ANNA and AMAC is validly existing as a corporation in good standing
under the laws of the State of Delaware.
2. The execution and delivery by AMAC of the Underwriting Agreement, the Terms
Agreement, the Pooled Securities Purchase Agreement and applicable Pooling
Agreement and the signing of the Registration Statement (as defined in the
Underwriting Agreement) by AMAC are within the corporate power of AMAC and have
been duly authorized by all necessary corporate action on the part of AMAC.
3. The execution and delivery by ANNA of the Underwriting Agreement and the
Terms Agreement are within the corporate power of ANNA and have been duly
authorized by all necessary corporate action on the part of ANNA.
4. To my knowledge, neither the issue and sale of the Certificates (as defined
in the Underwriting Agreement) nor the consummation of the transactions
contemplated herein or therein nor the fulfillment of the terms hereof or
thereof will conflict with or constitute a breach or violation of any of the
terms or provisions of, or constitute a default under, or result in the creation
or imposition of any lien, charge or encumbrance upon any property or assets of
ANNA or AMAC pursuant to, any contract, indenture, mortgage, or other instrument
to which ANNA or AMAC is a party or by which they may be bound of which I am
aware, other than the lien or liens created by the Pooled Securities Purchase
Agreement or applicable Pooling Agreement, nor will such action result in any
violation of the provisions of the certificate of incorporation or by-laws of
ANNA or AMAC or any federal banking statute, rule or regulation to which ANNA
or AMAC is subject or by which they are bound or any writ, injunction or decree
of any court, governmental authority or regulatory body to which they are
subject or by which they are bound of which I am aware.
5. To my knowledge, other than as may be set forth or contemplated in the
Prospectus, there is no action, suit or proceeding of which I am aware before or
by any court or governmental agency or body, domestic or foreign, now pending
or, to the best of my knowledge, threatened against either ANNA or AMAC which
might result in any material adverse change in the financial condition,
earnings, affairs or business of ANNA or AMAC, or which might materially and
adversely affect the properties or assets thereof or might materially and
adversely affect the performance, with respect to ANNA, of its obligations
under, or the validity or enforceability of, the Underwriting Agreement and the
Terms Agreement, and with respect to AMAC, of its obligations under, or the
validity or enforceability of, the Certificates, the Underwriting Agreement, the
Terms Agreement or the Pooling Agreement, or which is required to be disclosed
in the Registration Statement (as defined in the Underwriting Agreement).
<PAGE>
Mayer, Brown & Platt
July 30, 1999
Page 3
With respect to the opinions rendered in paragraph 4 above regarding the lack
of existence of any conflicts with any federal banking statue, rule or
regulation, I have assumed that the Underlying Certificates represent an
ownership in, as opposed to a debt obligation of, the trusts created by the
pooling and servicing agreements relating to each of the Underlying
Certificates.
I am a member of the bar of the State of Illinois and, with the exception of the
opinions expressed in paragraph 1 (as to which I have relied on certificates
issued by the Secretary of State of Delaware), do not express any opinion with
respect to the laws of any jurisdiction other than the State of Illinois and the
Federal Law of the United States of America. Nothing herein expresses any
opinion with respect to state and federal securities laws, including the
Securities Act of 1933 or the Illinois Securities Law of 1953.
You are hereby authorized to furnish copies of this opinion to Donaldson, Lufkin
& Jenrette Securities Corporation and ABN AMRO Incorporated, which shall be
entitled to rely on said opinion as if the same were addressed to them. With
respect to the opinion rendered in paragraph (1) above, the New York Stock
Exchange, Inc. may rely on the opinion rendered in paragraph 1 as if it was a
named addressee hereof. This opinion is solely for your benefit and that of
Donaldson, Lufkin & Jenrette Securities Corporation, ABN AMRO Incorporated, and
the New York Stock Exchange (as described herein), and may not be relied upon,
nor may copies be delivered to, any other person without the written consent of
the undersigned.
Sincerely,
/s/ Kirk P. Flores
Kirk P. Flores
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SCHEDULE 2
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[LETTERHEAD OF UNGARETTI & HARRIS]
July 30, 1999
ABN AMRO Mortgage Corporation
181 West Madison, 32nd Floor
Chicago, Illinois 60602
ABN AMRO Incorporated Donaldson, Lufkin & Jenrette
1325 Avenue of the Americas Securities Corporation
New York, New York 10019 277 Park Avenue
New York, New York 10172
Duff & Phelps Credit Rating Co. The First National Bank of Chicago
17 State Street One First National Plaza
New York, New York 10007 Chicago, Illinois 60670
RE: ABN AMRO MORTGAGE CORPORATION,
SERIES 1999-RS1 RESECURITIZATION PASS-THROUGH CERTIFICATES
Ladies and Gentlemen:
We have acted as special counsel to The First National Bank of Chicago, in
its capacity as trustee (the "Trustee"), in connection with the issuance of
Series 1999-RS1 Resecuritization Pass-Through Certificates, consisting of
Class A, Class B-1, Class B-2, Class B-3 and Class R Certificates (collectively,
the "Certificates") pursuant to a Pooling Agreement dated as of July 1, 1999
(the "Pooling Agreement"), authorizing the Certificates, by and between ABN AMRO
Mortgage Corporation (the "Depositor") and the Trustee.
In connection therewith, we have reviewed an execution copy of the Pooling
Agreement, photostatic copies of the Certificates executed by the Trustee, the
Articles of Association and By-Laws of the Trustee and such other documents as
we have deemed necessary to render the opinion set forth herein. In rendering
this opinion we have assumed the authenticity and conformity to original
documents of all documents submitted to us as certified, photostatic or
execution copies.
Based on the foregoing and subject to the qualifications and matters of
reliance set forth herein, it is our opinion that:
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[LOGO]
July 30, 1999
Page 2
1. The Trustee is duly incorporated, validly existing and in good standing
as a national banking association under the laws of the United States of
America, with full corporate and trust power and authority to conduct its
business and affairs as Trustee.
2. The Trustee has full corporate power and authority to execute and
deliver the Pooling Agreement and the Certificates and to perform its
obligations thereunder.
3. The Trustee has duly accepted the office of Trustee under the Pooling
Agreement.
4. The Trustee has duly authorized, executed and delivered the Pooling
Agreement and as duly executed, issued, authenticated and delivered the
Certificates.
5. The Pooling Agreement constitutes a legal, valid and binding agreement
of the Trustee, enforceable against the Trustee in accordance with its terms,
except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other laws affecting the rights of creditors
generally and by general principles of equity and the discretion of the court,
regardless of whether such enforcement is considered in a proceeding in equity
or at law, and except as enforceability may be determined according to or
limited by the laws of jurisdictions other than those specified below.
6. Assuming compliance with the provisions of the Pooling Agreement, and
assuming that for Federal income tax purposes REMIC I and REMIC II (as defined
in the Pooling Agreement) will qualify for REMIC elections within the meaning of
Sections 860A through 860G of the Internal Revenue Code of 1986, as amended (the
"Code"), for State of Illinois income and franchise tax purposes, such REMICs
will be classified as REMICs and not as a corporation, partnership or trust, in
confirmity with the federal income tax treatment of the REMICs. Accordingly,
except to the extent the REMICs have net income derived from prohibited
transactions as defined by Internal Revenue Code Section 860F, the REMICs will
not be subject to the Illinois income or franchise tax and holders of
Certificates who are residents of Illinois will not be subject to the Illinois
income or franchise taxes with respect to income derived from the Certificates.
In rendering the foregoing opinion, we have assumed that the Pooling
Agreement has been duly authorized, executed and delivered by the other parties
thereto and is the valid, legal, binding and enforceable obligation of such
parties.
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[LOGO]
July 30, 1999
Page 3
We express no opinion as to any matter other than as expressly set forth
above and, in connection therewith, we specifically express no opinion as to the
status of the Certificates or the REMICs under any federal or state securities
laws, including, but not limited to, the Securities Act of 1933, as amended, the
Trust Indenture Act of 1939, as amended, and the Investment Company Act of 1940,
as amended.
This opinion is as of the date hereof and we undertake no, and disclaim
any, obligation to advise you of any change in any matter set forth herein. This
opinion has been furnished to you at your request in connection with the
transactions described herein, and it may not be relied upon by you for any
other purpose or by any other person without our prior written consent.
We are admitted to practice under the laws of the States of Illinois and
New York and the opinion set forth above is limited to the laws of the States of
Illinois and New York and the laws of the United States of America.
Very truly yours,
UNGARETTI & HARRIS
