GE CAPITAL MORTGAGE SERVICES INC
8-K, 1999-03-24
ASSET-BACKED SECURITIES
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                       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) March 23, 1999
                                                          --------------

                       GE Capital Mortgage Services, Inc.
                          (as Depositor with respect to
       REMIC Home Equity Loan Pass-Through Certificates, Series 1999-HE1)



                       GE Capital Mortgage Services, Inc.
- --------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


          New Jersey                    33-5042             21-0627285 
- --------------------------------------------------------------------------------
     State or Other Jurisdiction        (Commission         (IRS Employer
     of Incorporation)                  File Number)        Identification No.)


Three Executive Campus
Cherry Hill, New Jersey                                     08002
- --------------------------------------------------------------------------------
(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 Home Equity Loan
Pass-Through Certificates, Series 1999-HE1 (the "Certificates") by GE Capital
Mortgage Services, Inc. 1999-HE1 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: March 23, 1999                    By   /s/  Mary Kaplan
      --------------                    ------------------------------
                                             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 THOMAS F. KLEISSLER, VICE PRESIDENT AND GENERAL COUNSEL OF
                       GE CAPITAL MORTGAGE SERVICES, INC.]


                                                                  March 23, 1999


GE Capital Mortgage Services, Inc.
Three Executive Campus
Cherry Hill, New Jersey  08002


     Re:  GE Capital Mortgage Services, Inc. 1999-HE1 Trust
          Home Equity Loan Pass-Through Certificates, Series 1999-HE1


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 Home
Equity Loan Pass-Through Certificates, Series 1999-HE1 (the "Certificates") by
GE Capital Mortgage Services, Inc. 1999-HE1 Trust under a Pooling and Servicing
Agreement, dated as of March 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 Prudential Securities Incorporated and Morgan Stanley & Co.
Incorporated (the "Underwriters") pursuant to an underwriting agreement dated
September 24, 1996, as amended and supplemented by a terms agreement dated the
date hereof (together, the "Underwriting Agreement") between the Company and the
Underwriters for public offer and resale by the Underwriters pursuant to a
Prospectus Supplement dated the date hereof to the Prospectus dated March 12,
1998, 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
                                        -----------------------
                                            Thomas F. Kleissler




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