SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM 8-KA
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: January 25, 2000
(Date of earliest event reported)
CITICORP MORTGAGE SECURITIES, INC.
(Packager and Servicer)
(Issuer in Respect of the REMIC Pass-Through Certificates, Series 2000-1)
(Exact name of registrant as specified in charter)
Delaware 333-72459 13-3408713
- --------------------------------------------------------------------------------
(State or other juris- (Commission (I.R.S. Employer
diction of organization) File Nos.) Identification No.)
12855 North Outer Forty Drive, St. Louis, Missouri 63141
- -------------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code (314) 851-6305
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)
<PAGE>
Item 5. Other Events.
Attached as Exhibit 8.1 is the opinion of Cadwalader, Wickersham & Taft
with respect to certain tax matters relating to the Issuer's REMIC Pass-Through
Certificates, Series 2000-1, including their consent.
<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 thereunto duly authorized.
CITICORP MORTGAGE SECURITIES, INC.
(Registrant)
By: /s/ Michael J. Tarpley
-------------------------
Michael J. Tarpley
Assistant Vice President and
Assistant Secretary
Dated: January 25, 2000
January 25, 2000
Citicorp Mortgage Securities, Inc.
12855 North Outer Forty Drive
St. Louis, MO 63141
Re: Citicorp Mortgage Securities, Inc.
REMIC Pass-Through Certificates, Series 2000-1
----------------------------------------------
Ladies and Gentlemen:
We have acted as special tax counsel to Citicorp Mortgage
Securities, Inc., a Delaware corporation (the "Company"), in connection with the
issuance of certificates designated as Citicorp Mortgage Securities, Inc. REMIC
Pass-Through Certificates, Series 2000-1, Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-6, Class A-7, Class A-PO, Class M, Class B-1 and Class
B-2 Certificates (the "Certificates") pursuant to the Pooling and Servicing
Agreement (the "Pooling Agreement"), dated as of January 1, 2000, between the
Company and The Bank of New York (the "Trustee").
The Company's Registration Statement on Form S-3 (File No.
333-72459) was filed with the Securities and Exchange Commission (the
"Commission") on February 16, 1999 and was declared effective on May 7, 1999
(the "Registration Statement"). The Certificates have been offered pursuant to
the Core Prospectus dated January 25, 2000 (the "Core Prospectus") and the
Prospectus Supplement relating to the Certificates dated January 25, 2000 (the
"Prospectus Supplement" and, together with the Core Prospectus, the
"Prospectus").
In rendering the opinion set forth below, we have examined and
relied upon the following: (i) the Registration Statement and the Prospectus,
(ii) the Pooling Agreement and (iii) such other documents, records and
instruments as we have deemed necessary for the purposes of this opinion.
As counsel to the Company, we have advised the Company with
respect to certain federal income tax aspects of the proposed issuance of the
Certificates. Such advice has formed the basis for the description of material
federal income tax consequences for holders of the Certificates that appears
under the heading "Taxation of Certificate holders" and "Taxation of the Trust"
in the Core Prospectus and "Federal Income Tax Consequences" in the Prospectus
Supplement. Such descriptions do not purport to discuss all possible federal
income tax ramifications of the proposed issuance of the Certificates, but, with
respect to those federal income tax consequences that are discussed, in our
opinion, the descriptions are accurate in all material respects.
We are furnishing this opinion letter to you solely for your
benefit in connection with the transactions referred to herein. This opinion
letter is not to be relied upon, used, circulated, quoted or otherwise referred
to by any other person or entity or for any other purpose without our prior
written consent. In addition, we disclaim any obligation to update this opinion
for changes in fact or law, or otherwise.
We hereby consent to the filing of this letter and to the
reference to this firm under the heading "Legal Opinions" in the Prospectus.
This consent is not to be construed as an admission that we are a person whose
consent is required to be filed with the Prospectus under the provisions of the
Securities Act of 1934, as amended.
Very truly yours,
/s/ Cadwalader, Wickersham & Taft
