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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: September 28, 1998
(Date of earliest event reported)
CAPSTEAD SECURITIES CORPORATION IV
(Exact name of Registrant as specified in its charter)
Delaware 33-68930 75-2473215
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
2711 N. Haskell Avenue
Suite 1000
Dallas, Texas 75204
(Address of Principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (214) 874-2500
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Item 5. Other Events.
The sole purpose of this Current Report on Form 8-K is to file the
opinions of Andrews & Kurth L.L.P. as Exhibits 5.1 and 8.1 to the Registration
Statement on Form S-3 (Registration No. 33-42337) and the related consents as
Exhibit 24.1.
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
5.1 Opinion of Andrews & Kurth L.L.P. regarding
legality
8.1 Opinion of Andrews & Kurth L.L.P. regarding
certain tax matters
24.1 Consent of Andrews & Kurth (contained in the
opinions filed as Exhibits 5.1 and 8.1)
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Signature
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.
CAPSTEAD SECURITIES CORPORATION IV
September 28, 1998 By: /s/ WADE WALKER
--------------------------------
Wade Walker, Vice President
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
5.1 Opinion of Andrews & Kurth L.L.P. regarding legality
8.1 Opinion of Andrews & Kurth L.L.P. regarding certain tax matters
24.1 Consent of Andrews & Kurth (contained in the opinions filed as
Exhibits 5.1 and 8.1)
</TABLE>
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Exhibit 5.1
September 28, 1998
Capstead Securities Corporation IV
2711 N. Haskell, Suite 1000
Dallas, Texas 75204
Re: Capstead Securities Corporation IV
Registration Statement on Form S-3
Registration No. 33-42337
Ladies and Gentlemen:
We have acted as counsel for Capstead Securities Corporation IV, a
corporation organized under the laws of the State of Delaware (the "Issuer"), in
connection with the proposed issuance by the Issuer of its collateralized
mortgage obligations (the "Bonds"). The Bonds of each series are to be issued
pursuant to an indenture as supplemented by one or more supplemental indentures
between the Issuer and the trustee (the "Trustee") authorizing each such series
(each a "Series Supplement"). (The indenture, in the form filed as an exhibit to
the Issuer's Registration Statement referred to below, and each Series
Supplement are herein referred to collectively as the "Indenture"). This opinion
is to be filed as an exhibit to the captioned registration statement relating to
the Bonds on Form S-3 (the "Registration Statement") filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the "1933
Act").
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of the Issuer's organizational documents, the Indenture and
the form of Bonds included therein and such other documents, records,
certificates of the Issuer and public officials and other instruments as we have
deemed necessary for the purposes of rendering this opinion. In addition, we
have assumed that the Indenture will be duly executed and delivered; that the
Bonds will be duly executed and delivered substantially in the forms
contemplated by the Indenture; and that the Bonds will be sold as described in
the Registration Statement.
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Capstead Securities Corporation IV
September 28, 1998
Page 2
Based upon the foregoing, we are of the opinion that the Bonds are in
due and proper form, and assuming the due authorization, execution and delivery
of the Indenture by the Issuer and the Trustee and the due authorization of the
Bonds by all necessary action on the part of the Issuer, when validly executed,
authenticated and issued in accordance with the Indenture and delivered against
payment therefor, the Bonds will constitute valid and binding obligations of the
Issuer, enforceable against the Issuer in accordance with their terms, except
that the enforceability thereof may be subject to (a) bankruptcy, insolvency,
reorganization, arrangement, moratorium, fraudulent, or preferential conveyance
or other similar laws now or hereinafter in effect relating to creditors' rights
generally, and (b) general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
The opinion expressed above is subject to the qualification that we do
not purport to be experts as to the laws of any jurisdiction other than the
United States, the States of Texas and New York and the General Corporation Law
of the State of Delaware, and we express no opinion herein as to the effect that
the laws and decisions of courts of any such other jurisdiction may have upon
such opinions.
We consent to the use and filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus Supplement and Prospectus contained therein. In
giving such consent we do not imply or admit that we are within the category of
persons whose consent is required under Section 7 of the 1933 Act or the rules
and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Andrews & Kurth L.L.P.
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Exhibit 8.1
September 28, 1998
Capstead Securities Corporation IV
2711 N. Haskell, Suite 1000
Dallas, Texas 75204
Re: Capstead Securities Corporation IV
Registration Statement on Form S-3
Registration No. 33-42337
Ladies and Gentlemen:
We have acted as counsel for Capstead Securities Corporation IV, a
corporation organized under the laws of the State of Delaware (the "Issuer"), in
connection with the proposed issuance by the Issuer of its Collateralized
Mortgaged Obligations, issuable in Series (the "Bonds") under the captioned
registration statement, as amended (the "Registration Statement") filed under
the Securities Act of 1933, as amended (the "1933 Act"). The Bonds of each
Series are to be issued pursuant to an indenture (the "Indenture"), as
supplemented by one or more supplemental indentures authorizing such Series
(each a "Series Supplement"). The Indenture will be substantially in the form
filed with the Securities and Exchange Commission (the "Commission") as an
exhibit to the Registration Statement. This opinion is to be filed as an exhibit
to the Registration Statement.
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of (a) the Issuer's Certificate of Incorporation, (b) the
Issuer's Bylaws, (c) minutes of meetings or unanimous consents in lieu of
meetings of the Issuer's board of directors or shareholders, (d) the Indenture
including the form of Bonds and description of requirements for each Series
Supplement contained therein, (e) the prospectus contained in the Registration
Statement, as filed with the Commission herewith (the "Prospectus"), and (f)
such other documents, records, certificates of Issuer and public officials and
other instruments as we have deemed necessary for the purposes of rendering this
opinion. In addition, we have assumed that the Indenture and each Series
Supplement will be duly executed and delivered; that the Bonds will be duly
executed and delivered substantially
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Capstead Securities Corporation IV
September 28, 1998
Page 2
in the forms contemplated by the Indenture; and that the Bonds will be sold as
described in the Registration Statement.
On the basis of the foregoing, we are of the opinion that the
description of federal income tax consequences appearing under the heading
"Certain Federal Income Tax Consequences" in the Prospectus accurately describes
the material federal income tax consequences to holders of Bonds under existing
law and subject to the qualifications and assumptions stated therein.
The opinions herein are based upon our interpretations of current law,
including court authority and existing Final and Temporary Regulations, which
are subject to change both prospectively and retroactively, and upon the facts
and assumptions discussed herein. This opinion letter is limited to the matters
set forth herein, and no opinions are intended to be implied or may be inferred
beyond those expressly stated herein. Our opinion is rendered as of the date
hereof and we assume no obligation to update or supplement this opinion or any
matter related to this opinion to reflect any change of fact, circumstances, or
law after the date hereof. In addition, our opinion is based on the assumption
that the matter will be properly presented to the applicable court. Furthermore,
our opinion is not binding on the Internal Revenue Service or a court. In
addition, we must note that our opinion represents merely our best legal
judgment on the matters presented and that others may disagree with our
conclusion. There can be no assurance that the Internal Revenue Service will not
take a contrary position or that a court would agree with our opinion if
litigated. In the event any one of the statements, representations or
assumptions we have relied upon to issue this opinion is incorrect, our opinion
might be adversely affected and may not be relied upon.
We consent to the use and filing of this opinion as Exhibit 8.1 to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus Supplement and Prospectus contained therein. In
giving such consent we do not imply or admit that we are within the category of
persons whose consent is required under Section 7 of the 1933 Act or the rules
and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Andrews & Kurth L.L.P.
