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) September 20, 1996.
MERIT Securities Corporation
(Exact name of registrant as specified in charter)
Virginia 03992 541736551
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
4880 Cox Road, Glen Allen, Virginia 23060
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (804) 967-5800
(Former name or former address, if changed since last report.)
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Item 1. Changes in Control of Registrant.
Not Applicable.
Item 2. Acquisition or Disposition of Assets.
Not Applicable.
Item 3. Bankruptcy or Receivership.
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not Applicable.
Item 5. Other Events.
On September 20, 1996, the Registrant entered into (i) an underwriting
agreement with Lehman Brothers (the "Underwriter"), pursuant to which the
Underwriter agreed to purchase and offer for sale to the public approximately
$928,529,000 aggregate initial principal amount of the Registrant's
Collateralized Mortgage Bonds, Series 8, Class A-1 and Class A-2 (the "Class A-1
and Class A-2 Bonds"); and (ii) a purchase agreement with MSC I, L.P., an
affiliate of the Registrant, pursuant to which MSC I, L.P. agreed to purchase
$928,529,000 aggregate initial principal amount of the Registrant's
Collateralized Mortgage Bonds, Series 8, Class A-3 (the "Class A-3 Bonds"). The
Class A-1, Class A-2 and Class A-3 Bonds are referred to collectively as the
Bonds. The Bonds are registered for sale under the Registrant's Registration
Statement on Form S-3 (No. 33-99316), and will be offered pursuant to a
Prospectus dated November 14, 1995, and a related Prospectus Supplement dated
September 20, 1996, to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended and Rule 424 thereunder.
In connection with the offering of the Class A-1 and Class A-2 Bonds,
the Registrant has obtained credit enhancement from Financial Security Assurance
Inc. ("FSA") and will incorporate by reference certain financial information
regarding FSA. In connection therewith, the Registrant is designating Coopers &
Lybrand L.L.P. as experts relating to such incorporated financial information
and is filing herewith the consent of Coopers & Lybrand L.L.P. as Exhibit 99.2.
Item 6. Resignations of Registrant's Directors.
Not Applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Not Applicable.
Item 8. Change in Fiscal Year.
Not Applicable.
Exhibits
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99.2 Copy of Consent of Coopers & Lybrand L.L.P.
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 thereunto duly authorized.
September 20, 1996
MERIT SECURITIES CORPORATION
By: MERIT SECURITIES CORPORATION
By: ________________________
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INDEX TO EXHIBITS
Exhibit Page
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99.2 Copy of Consent of Coopers & Lybrand L.L.P. ...........
3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus Supplement dated
September 20, 1996 (to Prospectus dated November 14, 1995) of MERIT Securities
Corporation, relating to Collateralized Mortgage Bonds, Series 8 of our report
dated January 17, 1996, on our audits of the consolidated financial statements
of Financial Security Assurance Inc. and Subsidiaries as of December 31, 1995
and 1994, and for each of the three years in the period ended December 31, 1995.
We also consent to the reference to our Firm under the caption "Experts".
/s/ Coopers & Lybrand L.L.P.
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COOPERS & LYBRAND L.L.P.
New York, New York
September 19, 1996
