<PAGE>
================================================================================
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) June 24, 1998
-----------------
Asset Backed Securities Corporation
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
333-00365 13-3354848
- ----------------------------------- ---------------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
Madison Avenue, New York, New York 10010
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(212) 325-1811
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Not Applicable
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
================================================================================
<PAGE>
Item 5. Other Events.
The Registrant is filing final forms of the exhibits listed in Item 7(c)
below.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
<TABLE>
<CAPTION>
Exhibit
No. Document Description
- ------- --------------------
<S> <C>
8.1.4 Opinion of Mayer, Brown & Platt with respect to Federal tax matters.
8.1.5 Opinion of Balch & Bingham LLP with respect to state tax matters.
23.2 Consent of Mayer, Brown & Platt (included in exhibit 8.1.4).
23.3 Consent of Balch & Bingham LLP (included in exhibit 8.1.5).
25.1 Statement of Eligibility and Qualification of Indenture Trustee.
</TABLE>
-2-
<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.
ASSET BACKED SECURITIES CORPORATION
(Registrant)
Dated: June 24, 1998 By: /s/ Philip Weingord
--------------------------
Name: Philip Weingord
Title: Authorized Officer
-3-
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Document Description
- ------- --------------------
<S> <C>
8.1.4 Opinion of Mayer, Brown & Platt with respect to Federal tax matters.
8.1.5 Opinion of Balch & Bingham LLP with respect to state tax matters.
23.2 Consent of Mayer, Brown & Platt (included in exhibit 8.1.4).
23.3 Consent of Balch & Bingham LLP (included in exhibit 8.1.5).
25.1 Statement of Eligibility and Qualification of Indenture Trustee.
</TABLE>
-4-
<PAGE>
Exhibit 8.1.4
June 30, 1998
To the Parties Listed
on Schedule I hereto
Re: Compass Auto Receivables Trust 1998-A
-------------------------------------
Ladies and Gentlemen:
We have acted as special counsel to Compass Auto Receivables Corporation
("Compass Auto"), a Delaware corporation, Compass Bank, an Alabama state banking
corporation ("Compass Bank" or "Servicer"), and Compass Bank, a Texas state bank
("Compass Bank-Texas"), in connection with the sale and assignment of certain
retail installment sale contracts for new and used automobiles and light trucks
(the "Receivables") by Compass Auto to Asset Backed Securities Corporation
("ABSC"), and from ABSC to Compass Auto Receivables Trust 1998-A (the "Issuer")
formed pursuant to the Trust Agreement (the "Trust Agreement"), dated as of June
30, 1998, between Compass Auto, as initial Certificateholder, ABSC, as
Depositor, and The Bank of New York Trust Company of Florida, N.A. (the "Owner
Trustee"), as Owner Trustee, in exchange for, among other things, the Compass
Auto Receivables Trust 1998-A Class A-1 5.659% Asset Backed Notes, in the
aggregate principal amount of $127,235,000 (the "Class A-1 Notes"),the Class A-2
5.709% Asset Backed Notes, in the aggregate principal amount of $81,700,000 (the
"Class A-2 Notes"), and the Class A-3 5.90% Asset Backed Notes, in the aggregate
principal amount of $170,445,000 (the "Class A-3 Notes" and, together with the
Class A-1 Notes and the Class A-2 Notes, the "Notes"). Capitalized terms used
herein without definition have the meanings ascribed to them in the Trust
Agreement.
In connection with our opinions set forth herein, we have examined and
relied upon and base our opinion on (i) the Trust Agreement, (ii) the Sale and
Servicing Agreement, dated as of June 30, 1998, between Compass Auto, as Seller,
Compass Bank, as Servicer, The Chase Manhattan Bank, as Indenture Trustee, and
Issuer, (iii) the Second Tier Receivables Purchase Agreement, dated as June 24,
1998, between ABSC and Compass Auto, (iv) the First Tier Receivables Purchase
Agreement, dated as of June 30, 1998, between Compass Bank and Compass Bank-
Texas, as Sellers, and Compass Auto, as Purchaser, (v) the Indenture, dated as
of June 30, 1998, between Issuer and
<PAGE>
The Parties Listed on
Schedule I hereto
June 30, 1998
Page 2
the Indenture Trustee, and (vi) such other documents, records and matters of law
as we have deemed necessary for purposes of this opinion.
The opinions expressed below are based on reasoning from legal principles
based on the relevant provisions of the Internal Revenue Code of 1986, as
amended, the legislative history thereof, currently applicable Treasury
regulations, judicial decisions, administrative rulings and such other
authorities as we have considered relevant. There can be no assurance that the
opinions expressed below could not be successfully challenged by the Internal
Revenue Service, or significantly altered by legislative changes, changes in
administrative positions or judicial decisions, any of which may be applied
retroactively with respect to the completed transactions. Any such change could
render the affected provisions of this opinion inoperative. We express no
opinions as to the laws of any jurisdiction other than the federal laws of the
United States of America.
On the basis of and subject to the foregoing, we are of the opinion that,
for federal income tax purposes: (i) the Notes, held by persons other than
Compass Auto, Compass Bank or Compass Bank-Texas, will constitute indebtedness
for Federal income tax purposes, and (ii) the Issuer will not be classified as
an association (or publicly traded partnership) taxable as a corporation for
federal income tax purposes.
Based on the foregoing, we hereby confirm that the statements set forth in
the Prospectus Supplement under the heading "MATERIAL FEDERAL INCOME TAX
CONSEQUENCES" accurately reflect our opinion.
The scope of this opinion is expressly limited to the issues set forth
herein, and we express no opinion with respect to any other taxes or collateral
tax consequences with respect to the Receivables or the Trust.
This opinion letter is rendered only to those to which it is addressed and
may not be disclosed or relied on in connection with any transaction other than
the transactions contemplated herein. The opinion rendered herein may not be
relied upon for any other purpose, or relied upon by any other person, firm or
corporation for any purpose, without our prior written consent; provided that
the opinion rendered herein speaks only as of the date hereof and to the
addressees of this letter and we have no responsibility or obligation to update
this opinion, to consider its applicability or correctness to other than its
addressees, or to take into account changes in law, facts or any other
development of which we may later become aware.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement on Form S-3 of ABSC (File No. 333-365) and to being named
in the Prospectus Supplement under
<PAGE>
The Parties Listed on
Schedule I hereto
June 30, 1998
Page 3
the caption "MATERIAL FEDERAL INCOME TAX CONSEQUENCES" with respect to the
matters stated therein. Further, we hereby consent to the incorporation by
reference of this opinion into such Registration Statement.
Very truly yours,
/s/ Mayer, Brown & Platt
MAYER, BROWN & PLATT
<PAGE>
SCHEDULE I
----------
Moody's Investors Service
99 Church Street
New York, New York 10007
Standard & Poor's
25 Broadway
New York, New York 10004
Compass Auto Receivables Corporation
15 South 20th Street
Birmingham, Alabama 35233
Asset Backed Securities Corporation
11 Madison Avenue
New York, New York 10010
The Chase Manhattan Bank, as
Indenture Trustee
450 West 33rd Street
New York, New York 10001
The Bank of New York Trust Company of Florida, N.A.
as Owner Trustee
10161 Centurion Parkway
Jacksonville, Florida 32256
Credit Suisse First Boston Corporation,
as representative of the Underwriters
11 Madison Avenue
New York, New York 10010
Compass Bank
15 South 20th Street
Birmingham, Alabama 35233
<PAGE>
Exhibit 8.1.5
June 30, 1998
To the Persons listed on
Schedule A hereto
Re: Compass Auto Receivables Trust 1998-A
Ladies and Gentlemen:
We have acted as Alabama counsel to Compass Bank, an Alabama banking
corporation ("Compass Bank"), in connection with the Prospectus Supplement to
Prospectus dated June 24, 1998 (the "Supplement"). Capitalized terms used
herein which are not otherwise defined herein shall have the meanings set forth
in the Supplement.
We (a) have examined copies of the forms of (i) the Trust Agreement, (ii)
the Sale and Servicing Agreement, (iii) the Indenture, (iv) the First Tier
Receivables Purchase Agreement, (v) the Second Tier Receivables Purchase
Agreement, (vi) the Notes, and (vii) the Certificates (collectively, the
"Operative Documents"), (b) have examined the Prospectus and the Supplement, and
(c) have examined such other records and documents and such matters of law, and
have satisfied ourselves as to such matters of fact, as we have considered
relevant for purposes of this opinion.
The opinions set forth in this letter concerning Alabama tax matters are
based upon the applicable provisions of the Code of Alabama, 1975 as amended,
regulations promulgated thereunder, current positions of the Alabama Department
of Revenue (the "DOR") including those contained in published revenue rulings
and revenue procedures, and existing judicial and administrative decisions. No
tax rulings will be sought from the DOR with respect to any of the matters
discussed herein. This opinion is subject to the explanations and
qualifications set forth under the captions "Federal Income Tax Consequences" in
the Prospectus and the Supplement and "Certain State Tax Consequences" in the
Supplement.
<PAGE>
Based on the foregoing and assuming that the Operative Documents are
executed and delivered in substantially the form we have examined, we are of the
opinion that (i) if the characterization of the Notes held by persons other than
Compass Auto, Compass Bank or Compass Bank-Texas as debt is recognized for
federal income tax purposes, such Notes will be recognized as debt for Alabama
state tax purposes, and (ii) if the Issuer is not classified for federal income
tax purposes as an association (or publicly traded partnership) taxable as a
corporation, it will not be classified as such for Alabama state income tax
purposes. There can be no assurance, however, that the legal conclusions
presented herein will not be successfully challenged by the relevant
administrative authorities, or significantly altered by new legislation, changes
in administrative positions, or judicial decisions, any of which challenges or
alterations may be applied retroactively with respect to completed transactions.
This opinion may be relied upon by you in connection with the transactions
contemplated by the Supplement. This opinion may not be relied upon for any
other purpose, or quoted from or otherwise referred to in any document or report
and may not be furnished to or relied upon by any other person or entity or in
any other opinion of any other persons, including any counsel or accountant, for
any purpose, without our prior written consent. The opinions expressed herein
are limited to the matters stated herein and no opinion may be implied or
inferred beyond the matters expressly stated herein and are as of the date
hereof. We assume no obligation to update or supplement these opinions to
reflect any facts or circumstances which may hereafter come to our attention or
any changes in the facts, circumstances or law which may hereafter occur.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-3 of Asset Backed Securities Corporation (File
No. 333-365) and to the reference to our firm in the Supplement under the
captions "Certain State Tax Consequences" and "Legal Opinions." Further, we
hereby consent to the incorporation by reference of this opinion into such
Registration Statement.
Very truly yours,
/s/ Balch & Bingham LLP
BALCH & BINGHAM LLP
-2-
<PAGE>
SCHEDULE A
----------
Moody's Investors Service
99 Church Street
New York, New York 10007
Standard & Poor's
25 Broadway
New York, New York 10004
Compass Auto Receivables Corporation
15 South 20th Street
Birmingham, Alabama 35233
Asset Backed Securities Corporation
11 Madison Avenue
New York, New York 10010
The Chase Manhattan Bank, as
Indenture Trustee
450 West 33rd Street
New York, New York 10001
The Bank of New York Trust Company of Florida, N.A.
as Owner Trustee
10161 Centurion Parkway
Jacksonville, Florida 32256
Credit Suisse First Boston Corporation,
as representative of the Underwriters
11 Madison Avenue
New York, New York 10010
Compass Bank
15 South 20th Street
Birmingham, Alabama 35233
-3-
<PAGE>
_______________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_________________________
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
___________________________________________
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)
__________________________________________
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
New York 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 Park Avenue
New York, New York 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
_____________________________________________
Compass Auto Receivables Trust 1998-A
(Exact name of obligor as specified in its charter)
Alabama 59-2283428
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
c/o The Bank of New York Trust Company of Florida, N.A.
Tower Marc Plaza
10161 Centurion Parkway
Jacksonville, FL 32256
(Address of principal executive offices) (Zip Code)
===============================================
Asset Backed Notes
(Title of the indenture securities)
_______________________________________________________
<PAGE>
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which it
is subject.
New York State Banking Department, State House, Albany, New York 12110.
Board of Governors of the Federal Reserve System, Washington, D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New
York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
<PAGE>
- 2 -
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of Eligibility.
1. A copy of the Articles of Association of the Trustee as now in effect,
including the Organization Certificate and the Certificates of Amendment dated
February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996,
in connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being contained
in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-
50010, which is incorporated by reference. On July 14, 1996, in connection with
the merger of Chemical Bank and The Chase Manhattan Bank (National Association),
Chemical Bank, the surviving corporation, was renamed The Chase Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 23rd day of June, 1998.
THE CHASE MANHATTAN BANK
By /s/ Vada Haight
_______________________________
Vada Haight
Vice President
<PAGE>
- 3 -
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of Eligibility.
1. A copy of the Articles of Association of the Trustee as now in effect,
including the Organization Certificate and the Certificates of Amendment dated
February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996,
in connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being contained
in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-
50010, which is incorporated by reference. On July 14, 1996, in connection with
the merger of Chemical Bank and The Chase Manhattan Bank (National Association),
Chemical Bank, the surviving corporation, was renamed The Chase Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the lst day of August, 1997.
THE CHASE MANHATTAN BANK
By /s/ Vada Haight
----------------------
Vada Haight
Vice President
<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business March 31, 1997, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
ASSETS in Millions
Cash and balances due from depository institutions:
<S> <C>
Noninterest-bearing balances and
currency and coin ........................................................ $ 11,721
Interest-bearing balances ................................................ 3,473
Securities: ................................................................
Held to maturity securities................................................. 2,965
Available for sale securities............................................... 35,903
Federal Funds sold and securities purchased under
agreements to resell...................................................... 24,025
Loans and lease financing receivables:
Loans and leases, net of unearned income $123,957
Less: Allowance for loan and lease losses 2,853
Less: Allocated transfer risk reserve............ 13
--------
Loans and leases, net of unearned income,
allowance, and reserve.................................................... 121,091
Trading Assets.............................................................. 54,340
Premises and fixed assets (including capitalized
leases)................................................................... 2,875
Other real estate owned..................................................... 302
Investments in unconsolidated subsidiaries and
associated companies...................................................... 139
Customers' liability to this bank on acceptances
outstanding............................................................... 2,270
Intangible assets........................................................... 1,535
Other assets................................................................ 10,283
--------
TOTAL ASSETS................................................................ $270,922
========
</TABLE>
- 4 -
<PAGE>
LIABILITIES
Deposits
In domestic offices...................................... $ 84,776
Noninterest-bearing...............................$32,492
Interest-bearing.................................. 52,284
-------
In foreign offices, Edge and Agreement
subsidiaries, and IBF's.................................. 69,171
Noninterest-bearing ..............................$ 4,181
Interest-bearing...................................64,990
Federal funds purchased and securities sold
under agreements to repurchase............................. 32,885
Demand notes issued to the U.S. Treasury................... 1,000
Trading liabilities........................................ 42,538
Other Borrowed money (includes mortgage indebtedness
and obligations under calitalized leases):
With a remaining maturity of one year or less............ 4,431
With a remaining maturity of more than one year.......... 466
Bank's liability on acceptances executed and outstanding 2,270
Subordinated notes and debentures.......................... 5,911
Other liabilities.......................................... 11,575
TOTAL LIABILITIES.......................................... 255,023
--------
EQUITY CAPITAL
Perpetual Preferred stock and related surplus 0
Common stock............................................... 1,211
Surplus (exclude all surplus related to preferred stock)... 10,283
Undivided profits and capital reserves..................... 4,941
Net unrealized holding gains (Losses)
on available-for-sale securities........................... (552)
Cumulative foreign currency translation adjustments........ 16
TOTAL EQUITY CAPITAL....................................... 15,899
--------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL................................. $270,922
========
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the in-structions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR. )
- 5 -
