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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) November 29, 1999
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Prudential Securities Secured Financing Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
333-52021 13-3526694
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(Commission File Number) (I.R.S. Employer Identification No.)
One New York Plaza, New York, New York 10292
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(Address of Principal Executive Offices) (Zip Code)
(212) 778-1000
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(Registrant's Telephone Number, Including Area Code)
No Change
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
In connection with the offering of PeopleFirst.com Auto Receivables Owner
Trust 1999-1, Asset-Backed Notes, Series 1999-1 described in a Prospectus
Supplement dated November 17, 1999, Rogers & Wells LLP rendered an opinion
regarding certain tax matters. A copy of that opinion is filed as an exhibit to
this report and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
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Exhibit
No. Document Description
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<S> <C>
(a) Not applicable
(b) Not applicable
(c) Exhibit 8.1 Opinion of Rogers & Wells LLP, counsel to PeopleFirst
Finance LLC, regarding certain tax matters.
Exhibit 23.1 Consent of Rogers & Wells LLP (included in Exhibit
8.1)
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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.
PRUDENTIAL SECURITIES SECURED FINANCING
CORPORATION
(Registrant)
Dated: November 29, 1999 By: /s/ Joseph Donovan
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Name: Joseph Donovan
Title: Vice President
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Exhibit 8.1
November 30, 1999
PeopleFirst.com Auto Receivables Owner Trust 1999-1
c/o Wilmington Trust Company,
as Owner Trustee
1100 North Market Street
Wilmington, Delaware 19890
Re: PeopleFirst.com Auto Receivables Owner Trust 1999-1
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Ladies and Gentlemen:
You have requested our opinion with respect to certain federal income tax
matters in connection with the transactions contemplated by the Prospectus
Supplement dated November 17, 1999 (the "Prospectus Supplement") to the
Prospectus dated November 17, 1999 (the "Prospectus"), included in the
Registration Statement on Form S-3 (File No. 333-52021)(as amended, the
"Registration Statement"). All capitalized terms used herein have their
respective meanings set forth in the Prospectus Supplement unless otherwise
stated.
We have acted as counsel to PeopleFirst.com Auto Receivables Owner Trust
1999-1 (the "Issuer") with respect to the offering of the Asset Backed Notes
pursuant to the Registration Statement. This letter is for delivery in
connection with the offering and is intended to confirm as of the date hereof
the sections of the Prospectus Supplement captioned "Summary of Terms--Tax
Status" and "FEDERAL INCOME TAX CONSEQUENCES" and the sections of the Prospectus
captioned "Summary of Terms--Tax Considerations" and "Certain Tax
Considerations" have been prepared or reviewed by us and, in our opinion, to the
extent they purport to describe statements of law or legal conclusions with
respect thereto, are correct in all material respects. We hereby consent to the
use of this opinion letter as an exhibit to the Registration Statement of the
Company and to the reference to this Firm under the caption "FEDERAL INCOME TAX
CONSEQUENCES" in the Prospectus Supplement.
In rendering the opinion stated below, we have examined and relied, with
your consent, upon the following:
(i) the Prospectus and the Prospectus Supplement;
(ii) the Certificate of Trust;
(iii) the Trust Agreement dated as of November 1, 1999 between Prudential
Securities Secured Financing Corporation and Wilmington Trust Company, as Owner
Trustee;
(iv) the Indenture; and
(v) such other documents, records and instruments as we have deemed
necessary to enable us to render the opinions referred to in this letter.
In our examination of the foregoing documents, we have assumed, with your
consent, that (i) all documents reviewed by us are original documents, or true
and accurate copies of original documents, and have not been subsequently
amended, (ii) the signatures on each original document are genuine, (iii) each
party who executed the document had proper authority and capacity, (iv) all
representations and
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statements set forth in such documents are true and correct, (v) all obligations
imposed by any such documents on the parties thereto have been or will be
performed or satisfied in accordance with their terms and (vi) the Issuer at all
times will be organized and operated in accordance with the terms of such
documents. We have further assumed the accuracy of the statements and
descriptions of the Issuer's intended activities as described in the Prospectus.
Based upon and subject to the foregoing, we are of the opinion that:
(1) The opinions set forth in the Prospectus Supplement under the caption
"FEDERAL INCOME TAX CONSEQUENCES" and identified as our opinions are hereby
confirmed.
(2) The summaries of federal income tax considerations set forth in the
Prospectus Supplement under the captions "Summary of Terms--Tax Status" and
"FEDERAL INCOME TAX CONSEQUENCES" and in the Prospectus under the captions
"Summary of Terms--Tax Considerations" and "Certain Tax Considerations" to the
extent such summaries purport to describe statements of law or legal conclusions
with respect thereto are correct in all material respects.
The opinions stated above are subject to and based upon the assumptions,
qualifications, limitations, representations and covenants discussed in the
Prospectus and Prospectus Supplement. The opinions stated above also represent
our conclusions as to the application of federal income tax laws existing as of
the date of this letter to the transactions contemplated in the Prospectus and
Prospectus Supplement and we can give no assurance that legislative enactments,
administrative changes or court decisions may not be forthcoming that would
modify or supersede our opinions. Moreover, there can be no assurance that
positions contrary to our opinions will not be taken by the IRS, or that a court
considering the issues would not hold contrary to such opinions. Further, the
opinions set forth above represents our conclusions based upon the documents,
facts and representations referred to above. Any material amendments to such
documents, changes in any significant facts or inaccuracy of such
representations could affect the opinions referred to herein. Although we have
made such inquiries and performed such investigations as we have deemed
necessary to fulfill our professional responsibilities as counsel, we have not
undertaken an independent investigation of all of the facts referred to in this
letter.
We express no opinion as to any federal income tax issue or other matter
except those set forth above.
Very truly yours,
/s/ Rogers & Wells LLP
ROGERS & WELLS LLP
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