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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) March 1, 1999
ContiSecurities Asset Funding Corp.
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(Exact name of registrant as specified in its charter)
New York 333-61863 Application Pending
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) ID Number)
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3811 West Charleston Boulevard, Suite 104, Las Vegas, Nevada 89102
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number,
including area code: (702) 822-5836
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N/A
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
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Description of the Certificates and the Mortgage Loans
ContiSecurities Asset Funding Corp. registered issuance of up
to $9,000,000,000 principal amount of Asset Backed Certificates on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1993, as
amended (the "Act"), by a Registration Statement on Form S-3 (Registration File
No. 333-61863) (as amended, the "Registration Statement"). Pursuant to the
Registration Statement, ContiMortgage Home Equity Loan Trust 1999-1 (the
"Registrant" or the "Trust") will issue $650,000,000 in aggregate principal
amount of its Home Equity Pass-Through Certificates, Series 1999-1, Class A and
Class B (the "Offered Certificates"), on March 4, 1999. This Current Report on
Form 8-K is being filed to satisfy an undertaking to file copies of certain
agreements executed in connection with the issuance of the Offered Certificates,
the forms of which were filed as Exhibits to the Registration Statement.
Certain certificates will be issued pursuant to a Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of March
1, 1999, among ContiSecurities Asset Funding Corp., as the Depositor, (the
"Depositor"), ContiMortgage Corporation, as the Company, (the "Company"), as
Seller and Servicer (the "Servicer") and Manufacturers and Traders Trust
Company, in its capacity as Trustee (the "Trustee"). The certificates issued
pursuant to the Pooling and Servicing Agreement consist of the following
classes: the Class A (the "Class A Certificates"), the Class B Certificates (the
"Class B Certificates"), the Class R Certificates (the "Class R Certificates"
and together with the Class A Certificates and the Class B Certificates, the
"Certificates"). The Certificates evidence, in the aggregate, 100% of the
undivided beneficial ownership interests in the Trust.
The assets of the Trust initially include two pools of
closed-end home equity loans (the "Home Equity Loans") secured by mortgages or
deeds of trust primarily on one-to-four family residential properties. Interest
distributions on the Class A Certificates are based on the Certificate Principal
Balance (or, in the case of the Class A-9IO Certificates, the Notional Principal
Amount) thereof and the applicable Pass-Through Rate thereof. The Pass-Through
Rates for the Class A Certificates are in the Pooling and Servicing Agreement.
As of the Cut-Off Date, the Home Equity Loans possessed the
characteristics described in the Prospectus dated September 17, 1998 and the
Prospectus Supplement (the "Prospectus Supplement") dated February 24, 1999
filed pursuant to Rule 424(b)(5) of the Act on March 2, 1999.
2
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Item 5. Other Events.
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Filing of Certain Materials
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Pursuant to Rule 424(b)(5) 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"), ContiSecurities Asset Funding Corp. (the "Company") is
filing a prospectus supplement with the Securities and Exchange Commission (the
"Commission") relating to its ContiMortgage Home Equity Loan Trust 1999-1 (the
"Certificates").
Incorporation of Certain Documents by Reference
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The Consolidated financial statements of Ambac Assurance Corporation
and its subsidiaries as of December 31, 1997 and December 31, 1996, and for each
of the years in the three-year period ended December 31, 1997, included in the
Annual Report on Form 10-K of Ambac Financial Group, Inc. (which was filed with
the Securities and Exchange Commission on March 31, 1998; Commission File Number
1-10777) and the unaudited consolidated financial statements of Ambac Assurance
Corporation and its subsidiaries as of September 30, 1998, and for the periods
ended September 30, 1998 and September 30, 1997, included in the Quarterly
Report on Form 10-Q of Ambac Financial Group, Inc. for the period ended
September 30, 1998 (which was filed with the Securities and Exchange Commission
on November 13, 1998) are hereby incorporated by reference in (i) this Current
Report on Form 8-K; (ii) the prospectus; and (iii) the prospectus supplement,
and shall be deemed to be part hereof and thereof.
In connection with the issuance of the Certificates, the Company is
filing herewith the consent of KPMG LLP ("KPMG") to the use of their name and
the incorporation by reference of their report in the prospectus supplement
relating to the issuance of the Certificates. The consent of KPMG is attached
hereto as Exhibit 23.1.
Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the prospectus dated September 17, 1998 and the
prospectus supplement dated February 24, 1999.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
23.1 Consent of KPMG LLP, independent accountants.
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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 thereunto duly authorized.
CONTISECURITIES ASSET FUNDING CORP.
By: /s/ Mary Rapoport
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Name: Mary Rapoport
Title: Authorized Signatory
By: /s/ John Banu
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Name: John Banu
Title: Authorized Signatory
Dated: March 1, 1999
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EXHIBIT INDEX
Exhibit Page
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23.1 Consent of KPMG LLP, independent accountants.
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Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Ambac Assurance Corporation
We consent to the incorporation by reference in the registration statement (No.
33-61863) of ContiMortgage Home Equity Loan Trust 1999-1 (the "Registrant"), and
the Prospectus Supplement of the Registrant (the "Prospectus Supplement") dated
February 24, 1999, via the Form 8-K of the Registrant, of our report dated
January 29, 1998 on the consolidated financial statements of Ambac Assurance
Corporation and subsidiaries as of December 31, 1997 and 1996, and for each of
the years in the three-year period ended December 31, 1997, which report appears
in the Form 10-K of Ambac Financial Group, Inc. which was filed with the
Securities and Exchange Commission on March 31, 1998 and to the reference to our
firm under the heading "Experts" in the Prospectus Supplement.
/s/ KPMG LLP
New York, New York
March 1, 1999
