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) May 24, 1999
GE Capital Mortgage Services, Inc.
(as Depositor with respect to
REMIC Mortgage Pass-Through Certificates, Series 1999-12)
GE Capital Mortgage Services, Inc.
(Exact Name of Registrant as Specified in Charter)
New Jersey 33-5042 21-0627285
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
Three Executive Campus
Cherry Hill, New Jersey 08002
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (609) 661-6100
<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 Mortgage
Pass-Through Certificates, Series 1999-12 (the "Certificates") by GE Capital
Mortgage Services, Inc. 1999-12 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 and
333-68951-01) (the "Registration Statement") filed with the Securities and
Exchange Commission by the Registrant and GE Capital Mortgage Funding
Corporation.
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
- ----------- -----------
5.1 Opinion of Thomas F. Kleissler, Vice President and General
Counsel of GE Capital Mortgage Services, Inc. regarding due
authorization by the Registrant.
23.1 Consent of Thomas F. Kleissler, Vice President and General
Counsel of 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 Services, Inc.
(Registrant)
Date: May 24, 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
- ----------- ----------- ----
5.1 Opinion of Thomas F. Kleissler, Vice President and
General Counsel of GE Capital Mortgage Services, Inc.
regarding due authorization by the Registrant.
23.1 Consent of Thomas F. Kleissler, Vice President and
General Counsel of GE Capital Mortgage Services,
Inc.(included as part of Exhibit 5.1).
[Letterhead of GE Capital Mortgage Services, Inc.]
May 24, 1999
GE Capital Mortgage Services, Inc.
Three Executive Campus
Cherry Hill, New Jersey 08002
Re: GE Capital Mortgage Services, Inc. 1999-12 Trust
REMIC Mortgage Pass-Through Certificates, Series 1999-12
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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"), 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 and 333-68951-01) as amended to the date hereof (the "Registration
Statement"), by GECMSI and GE Capital Mortgage Funding Corporation 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 Mortgage Pass-Through Certificates, Series 1999-12 (the "Certificates") by
GE Capital Mortgage Services, Inc. 1999-12 Trust under a Pooling and Servicing
Agreement, dated as of May 1, 1999 (the "Pooling and Servicing Agreement"),
between GECMSI and State Street Bank and Trust Company, as trustee, and (iii)
the sale of certain classes of the Certificates (the "Offered Certificates") by
GECMSI to Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch")
pursuant to an underwriting agreement dated January 22, 1998, as amended and
supplemented by a terms agreement dated the date hereof (together, the "Merrill
Lynch Underwriting Agreement") and to Bear, Stearns & Co. Inc. ("Bear, Stearns"
and together with Merrill Lynch, the "Underwriters") pursuant to an underwriting
agreement dated September 21, 1995, as amended and supplemented by a terms
agreement dated the date hereof (together, the "Bear, Stearns Underwriting
Agreement," and together with the Merrill Lynch Underwriting Agreement, the
"Underwriting Agreements") for public offer and resale by the Underwriters
pursuant to a Prospectus Supplement dated the date hereof to the Prospectus
dated April 22, 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 GECMSI
and such other instruments and other certificates of public officials, officers
and representatives 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 (i) the execution, delivery
and performance by GECMSI 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 GECMSI pursuant to the
Underwriting Agreement have been duly authorized by GECMSI.
In giving the foregoing opinions, I express no opinion as to the laws of
any jurisdiction other than 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
