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: DECEMBER 11, 1996
Date of Earliest Event Reported: DECEMBER 11, 1996
COUNTRYWIDE CREDIT INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-8422 95-4083087
(State or other jurisdiction(Commission File Number)(IRS Employer
of Incorporation) Indentification Number)
155 NORTH LAKE AVENUE, PASADENA, CA 91101
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (818) 304-
8400
ITEM 5. OTHER EVENTS.
In connection with the offering (the "Offering") of
$300,000,000 aggregate liquidation amount of 8% Capital Trust
Pass-through Securities[SM]* (liquidation amount $1,000 per
Security) (the "Capital Securities") of Countrywide Capital I
(the "Trust"), a Delaware statutory business trust and wholly
owned subsidiary of Countrywide Credit Industries, Inc. (the
"Company"), the Company is hereby filing as Exhibit 1 hereto a
copy of the opinion being delivered today by special tax counsel
to the Company, the Trust and Countrywide Home Loans, Inc., a New
York corporation and wholly owned subsidiary of the Company
("CHL"), with respect to certain tax matters associated with the
Offering. Such opinion and the related consent included therein
are hereby incorporated by reference as Exhibits 8.1 and 23.4,
respectively, into the Registration Statement on Form S-3 (File
Nos. 333-14111, 333-14111-01, 333-14111-02 and 333-14111-03), as
amended, of the Trust, Countrywide Capital II, CHL and the
Company (as so amended, the "Registration Statement") pursuant to
which the Capital Securities and $300,000,000 aggregate principal
amount of 8% Junior Subordinated Deferrable Interest Debentures
due December 15, 2026 of CHL (the "Subordinated Debentures"), in
each case as guaranteed as to certain payments thereon by the
Company, were registered under the Securities Act of 1933, as
amended. The Registration Statement was declared effective by
the Securities and Exchange Commission on December 10, 1996. The
Offering is expected to be consummated on December 16, 1996. The
Trust will use the gross proceeds from the sale of the Capital
Securities to purchase the Subordinated Debentures from CHL.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following is filed as Exhibit 1 hereto:
Opinion of Fried, Frank, Harris, Shriver & Jacobson,
dated December 11, 1996, addressed to Countrywide
Credit Industries, Inc., Countrywide Home Loans, Inc.
and Countrywide Capital I (including the related
consent of counsel).
[FN]
* Salomon Brothers Inc has filed applications with the United
States Patent and Trademark Office for the registration of
the Capital Trust Pass-through Securities service mark.
/[FN]
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on behalf of the undersigned hereunto duly authorized.
Dated: December 11, 1996
COUNTRYWIDE CREDIT INDUSTRIES, INC.
By:/s/Stanford L. Kurland
--------------------------
Stanford L. Kurland
Senior Managing Director and
Chief Operating Officer
EXHIBIT INDEX
Exhibit No. Description
1 Opinion of Fried, Frank, Harris, Shriver
& Jacobson, dated December 11, 1996,
addressed to Countrywide Credit
Industries, Inc., Countrywide Home
Loans, Inc. and Countrywide Capital I.
[LETTERHEAD OF FRIED, FRANK, HARRIS, SHRIVER & JACOBSON]
212-859-8171
December 11, 1996 (Fax: 212-859-8588)
Countrywide Credit Industries, Inc.
Countrywide Home Loans, Inc.
Countrywide Capital I
155 North Lake Avenue
Pasadena, California 91101
Ladies and Gentlemen:
We are acting as special counsel to Countrywide Home
Loans, Inc., a New York corporation (the "Company") and a wholly
owned subsidiary of Countrywide Credit Industries, Inc., a
Delaware corporation ("CCI"), CCI and Countrywide Capital I, a
statutory business trust formed under the laws of the State of
Delaware (the "Trust"), in connection with the proposed issuance
by the Company of 8% Junior Subordinated Deferrable Interest
Debentures due December 15, 2026 (the "Subordinated Debt
Securities"), and the proposed purchase of the Subordinated Debt
Securities by the Trust with the proceeds of its issuance of 8%
Capital Trust Pass-through Securities[SM]* (the "Capital
[FN]
* Salomon Brothers Inc has filed applications with the United
States Patent and Trademark Office for the registration of
the Capital Trust Pass-through Securities service mark.
/[FN]
Securities"), all as contemplated by the joint Registration
Statement on Form S-3 (File Nos. 333-14111, 333-14111-01, 333-
14111-02 and 333-14111-03) (as amended by Amendment No. 4
thereto) of the Company, CCI, the Trust and Countrywide Capital
II, another statutory business trust formed under the laws of the
State of Delaware (the "Registration Statement"). Terms with
initial capitals used in this letter and not otherwise defined
herein have the meanings set forth in the Registration Statement.
You have requested our opinion concerning (a) the
characterization of the Trust and the Subordinated Debt
Securities for United States federal income tax purposes and (b)
the section of the Registration Statement captioned "United
States Federal Income Taxation." In expressing our opinion, we
have examined and relied upon the Registration Statement, the
Declaration and the Indenture (each, in the form filed as an
Exhibit to the Registration Statement), certain representations
of officers of CCI and the Company (the "Representations"), and
such other materials as we have deemed necessary or appropriate.
We have assumed, with your permission, that the facts stated in
the Registration Statement and the Representations are true and
complete, that the Indenture and the Declaration will be executed
in the forms filed as Exhibits to the Registration Statement,
that the Trust will be administered in accordance with the terms
of the Declaration, that the Subordinated Debt Securities will be
issued and administered in accordance with the terms of the
Indenture and that the Capital Securities will be issued and
administered in accordance with the terms of the Declaration.
Our opinion is based upon the provisions of the United
States Internal Revenue Code of 1986, as amended, existing and
proposed Treasury regulations promulgated thereunder, judicial
decisions and rulings and other pronouncements of the Internal
Revenue Service (the "Service"), all as in effect on the date
hereof. The application of some of these provisions,
regulations, decisions, rulings and other pronouncements is
uncertain in the absence of definitive guidance and may be
subject to differing interpretations. Our opinion does not bind
the Service and there can be no assurance that the Service or a
court of law would agree with the conclusions expressed in our
opinion. Further, all such provisions, regulations, decisions,
rulings and other pronouncements are subject to change, possibly
with retroactive effect. Accordingly, there can be no assurance
that future changes in law will not affect the conclusion set
forth herein.
In particular, on March 19, 1996, President Clinton
announced a proposal which would treat as equity for federal
income tax purposes securities like the Subordinated Debt
Securities that are issued on or after December 7, 1995. On
March 29, 1996, Senate Finance Committee Chairman William V.
Roth, Jr. and House Ways and Means Committee Chairman Bill Archer
issued a joint statement indicating their intent that this
proposal would have an effective date no earlier than the date of
"appropriate Congressional action." If such a proposal is
enacted, there is no assurance that the effective date guidance
contained in the joint statement will be incorporated into the
proposal.
CHARACTERIZATION OF THE TRUST. Based upon and subject
to the foregoing, it is our opinion that, for federal income tax
purposes, the Trust will be characterized as a grantor trust, and
will not be characterized as an association taxable as a
corporation. Accordingly, for income tax purposes, each holder
of Capital Securities generally will be considered the owner of
an undivided interest in the Subordinated Debt Securities owned
by the Trust, and each US Holder will be required to include all
income or gain recognized for income tax purposes with respect to
its allocable share of the Subordinated Debt Securities on its
own income tax return.
CHARACTERIZATION OF THE SUBORDINATED DEBT SECURITIES.
Based upon and subject to the foregoing, and although there is no
controlling authority directly on point, it is our opinion that
the Subordinated Debt Securities will be characterized as
indebtedness of the Company for federal income tax purposes.
"UNITED STATES FEDERAL INCOME TAXATION" SECTION. Based
upon and subject to the foregoing, and based upon the assumptions
and subject to the qualifications and limitations set forth in
such section, we hereby affirm that (a) it is our opinion, as of
the date hereof, that the statements in the section of the
Registration Statement captioned "United States Federal Income
Taxation" summarize the material federal income tax consequences
of the purchase, ownership and disposition of the Capital
Securities, and (b) to the extent such statements constitute
statements of law or legal conclusions with respect thereto, such
statements represent our opinion, as of the date hereof, with
respect to the matters set forth therein.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to
this firm under the captions "United States Federal Income
Taxation" and "Legal Matters" therein. In giving this consent,
we do not hereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act
of 1933, as amended.
No opinion is expressed on any matter other than that
specifically referred to herein.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
By: /s/Lee S. Parker
---------------------------
Lee S. Parker
