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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): August 30, 1999
DLJ MORTGAGE ACCEPTANCE CORP., (as depositor under the
Pooling and Servicing Agreement, dated as
of August 1, 1999, providing for the issuance of the
DLJ MORTGAGE ACCEPTANCE CORP.,
First Nationwide Trust Series 1999-4
Mortgage Pass-Through Certificates, Series 1999-4).
DLJ MORTGAGE ACCEPTANCE CORP.
(Exact name of registrant as specified in its charter)
Delaware 333-75921 13-3460894
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
277 Park Avenue
New York, New York 10172
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (212) 892-3000
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<PAGE>
Item 5. Other Events.
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Filing of Certain Materials
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Pursuant to Rule 411(c) of Regulation C under the Securities Act of
1933, concurrently with, or subsequent to, the filing of this Current Report
on Form 8-K (the "Form 8-K"), DLJ Mortgage Acceptance Corp. (the "Company") is
filing an Opinion re Tax Matters (the "Opinion") with the Securities and
Exchange Commission (the "Commission") relating to its Mortgage Pass-Through
Certificates, Series 1999-4.
The Opinion is filed as Exhibit 8.1.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
8.1 Opinion of Brown & Wood LLP re Tax Matters.
* Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the prospectus dated February 25, 1997 and
prospectus supplement dated February 25, 1997, of the Company, relating to its
Mortgage Pass-Through Certificates, Series 1997-1.
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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.
DLJ MORTGAGE ACCEPTANCE CORP.
By: /s/ Shannon Smith
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Name: Shannon Smith
Title: Senior Vice President
Dated: August 31, 1999
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Exhibit Index
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Exhibit Page
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8.1 Opinion of Brown & Wood LLP re Tax matters 5
<PAGE>
Exhibit 8.1
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BROWN & WOOD LLP
One World Trade Center
New York, New York 10048
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
August 30, 1999
Donaldson, Lufkin & Jenrette
Securities Corporation
277 Park Avenue
New York, New York 10172
Re: DLJ Mortgage Acceptance Corp.
First Nationwide Trust Series 1999-4
Mortgage Pass-Through Certificates,
Series 1999-4
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Ladies and Gentlemen:
We have acted as special counsel for DLJ Mortgage Acceptance Corp., a
Delaware corporation (the "Company"), in connection with the issuance of the
Mortgage Pass-Through Certificates of the above-referenced Series (the
"Certificates"). The Class IPP-A-1, Class IIPP-A-1, Class IIIPP-A-1, Class
IVPP-A-1, Class P, Class X, Class A-R, Class C-B-1, Class C-B-2, Class C-B-3
and Class C-B-4 Certificates are referred to herein as the "Public
Certificates".
The Certificates will represent the entire beneficial ownership
interest in a trust fund (the "Trust Fund") to be created pursuant to a
Pooling and Servicing Agreement dated as of August 1, 1999 (the "Pooling and
Servicing Agreement") among the Company, as depositor, First Nationwide
Mortgage Corporation ("First Nationwide"), as a seller and the servicer,
Headlands Mortgage Company ("Headlands"), as a seller, and First Nations Bank
of Chicago, as trustee (the "Trustee"). The assets of the Trust Fund will
consist primarily of a pool of conventional fixed-rate mortgage loans (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties. Capitalized terms not otherwise defined herein have the meanings
ascribed to such terms in the Pooling and Servicing Agreement.
In arriving at the opinions expressed below, we have examined such
documents and records as we have deemed appropriate, including the following:
(1) Signed copy of the Registration Statement on Form S-3
(File No. 333-759251) filed by the Company with the Securities and
Exchange Commission (the "Commission") under the Securities Act of
1933, as amended (the "1933 Act"), on August 6, 1998, together with
each amendment thereto (such registration statement, in the form it
was declared effective by the Commission, is referred to herein as
the "Registration Statement").
(2) The Prospectus dated July 1, 1999 (the "Basic
Prospectus"), as supplemented by the Prospectus Supplement relating
to the Public Certificates, dated August 26, 1999 (the "Prospectus
Supplement"), in the form to be filed with the Commission pursuant to
Rule 424(b) under the 1933 Act (the Basic Prospectus, as supplemented
by the Prospectus Supplement, the "Prospectus").
(3) The Pooling and Servicing Agreement (together with the
Prospectus, the "Documents").
(4) A specimen Certificate of each Class of Certificates.
In addition, we have made such investigations of such matters of law
as we deemed appropriate as a basis for the opinions expressed below. Further,
we have assumed the genuineness of all signatures and the authenticity of all
documents submitted to us as originals. Our opinions are also based on the
assumption that there are no agreements or understandings with respect to
those transactions contemplated in the Documents other than those contained in
the Documents. Furthermore, our opinions are based on the assumption that all
parties to the Documents will comply with the terms thereof, including all tax
reporting requirements contained therein.
As to any facts material to the following opinions which we did not
independently establish or verify, we have relied upon statements and
representations of the responsible officers and other representatives of the
Company and of public officials and agencies. We have, for purposes of
rendering the opinions, also relied on certain factual, numerical and
statistical information which is based on the assumptions used in pricing the
Public Certificates.
As of the Closing Date, each REMIC created pursuant to the Pooling
and Servicing Agreement will qualify as a REMIC within the meaning of Section
860D of the Internal Revenue Code of 1986, as amended (the "Code"), assuming
(i) an election is made to treat the assets of each REMIC as a REMIC, (ii)
compliance with the Pooling and Servicing Agreement, and (iii) compliance with
changes in the law, including any amendments to the Code or applicable
Treasury regulations thereunder. The Public Certificates and the Class C-B-5,
Class C-B-6 and Class C-B-7 Certificates represent the ownership of regular
interests in the Upper Tier REMIC. The Class R Certificates represent
ownership of the sole class of residual interest in each REMIC created
pursuant to the Pooling and Servicing Agreement.
The opinions set forth herein are based upon the existing provisions
of the Code and Treasury regulations issued or proposed thereunder, published
Revenue Rulings and releases of the Internal Revenue Service and existing case
law, any of which could be changed at any time. Any such changes may be
retroactive in application and could modify the legal conclusions upon which
such opinions are based. The opinions expressed herein are limited as
described above, and we do not express an opinion on any other tax aspect of
the transactions contemplated by the documents relating to the transaction.
In rendering the foregoing opinions, we express no opinion as to the
laws of any jurisdiction other than the federal income tax laws of the United
States. This opinion is rendered as of the date hereof and we undertake no
obligation to update this opinion or advise you of any changes in the event
there is any change in legal authorities, facts, assumptions or documents on
which this opinion is based (including the taking of any action by any party
to the Documents pursuant to any opinion of counsel or a waiver), or any
inaccuracy in any of the representations, warranties or assumptions upon which
we have relied in rendering this opinion unless we are specifically engaged to
do so. This opinion is rendered only to those to whom it is addressed and may
not be relied on in connection with any transactions other than the
transactions contemplated herein. This opinion 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.
Very truly yours,
