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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) October 27, 1998
ABN AMRO MORTGAGE CORPORATION (as depositor under the Pooling and
Servicing Agreement, dated as of October 1, 1998 providing for, inter alia,
the issuance of ABN AMRO Mortgage Corporation Mortgage Pass-Through
Certificates Series 1998-4)
ABN AMRO MORTGAGE 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)
333-57027 36-3886007
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(Commission File Number) (I.R.S. Employer Identification No.)
181 West Madison Street, Chicago, Illinois 60602
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(Address of Principal Executive Offices) (Zip Code)
(248) 643-2530
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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-1-
<PAGE>
Item 5. Other Events.
On October 27, 1998, the Registrant caused the issuance and sale
of approximately $359,835,570 initial principal amount of Mortgage
Pass-Through Certificates, Series 1998-4 (the "Certificates") pursuant to a
Pooling and Servicing Agreement dated as of October 1, 1998, among ABN AMRO
Mortgage Corporation, as depositor, Chase Bank of Texas, National
Association, as trustee and LaSalle Home Mortgage Corporation, as servicer.
In connection with the sale of the Series 1998-4 Certificates (the
"Certificates"), the Registrant is filing a copy of the opinion letter
issued by Mayer, Brown & Platt with respect to tax matters and legality.
-2-
<PAGE>
Exhibit No. Item 601(a) of
- ------------ Regulation S-K
Exhibit No. Description
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1 5.1 Opinion Letter re: legality
8.1 Opinion Letter re: tax matters
-3-
<PAGE>
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.
ABN AMRO MORTGAGE CORPORATION
(Registrant)
Dated: October 27, 1998 By: /s/ Maria Fregosi
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Name: Maria Fregosi
Title: Vice President
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<PAGE>
INDEX OF EXHIBITS
Exhibit Item 601(a) of Sequentially
Number Regulation S-K Numbered
- ------- Exhibit No. Description Page
----------- ------------ ----
1 5.1 Opinion Letter re: legality
8.1 Opinion Letter re: tax matters
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November 30, 1998
ABN AMRO Mortgage Corporation
181 West Madison Street, Suite 3250
Chicago, Illinois 60602-4510
Ladies and Gentlemen:
We have acted as special counsel to ABN AMRO Mortgage Corporation
(the "Company") in connection with the issuance of Mortgage Pass-Through
Certificates, Series 1998-4 (the "Certificates"), evidencing undivided
interests in a trust fund consisting primarily of certain mortgage loans,
pursuant to the Pooling and Servicing Agreement, dated as of October 1,
1998 (the "Pooling and Servicing Agreement"), among the Company as
depositor, LaSalle Home Mortgage Corporation, as servicer (the "Servicer"),
and Chase Bank of Texas, National Association as trustee (the "Trustee").
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement (no. 333-57027) on Form S-3 for the
registration under the Securities Act of 1933, as amended (the "Act"), of
Mortgage Pass-Through Certificates (issuable in series), including the
Certificates, which registration statement was declared effective on
September 18, 1998. The Company has filed with the Commission pursuant to
Rule 424(b) under the rules and regulations of the Commission under the Act
(the "1933 Act Regulations") a supplement, dated October 22, 1998 (the
"Prospectus Supplement"), to the prospectus, dated September 18, 1998 (the
"Basic Prospectus"), relating to the Certificates and the method of
distribution thereof. Such registration statement (no. 333-57027) including
exhibits thereto and any information incorporated therein by reference is
hereinafter called the "Registration Statement"; the Basic Prospectus and
the Prospectus Supplement and any information incorporated therein by
reference, together with any amendment thereof or supplement thereto
authorized by the Company, are hereinafter called the "Prospectus."
We have examined the Registration Statement, the Pooling and
Servicing Agreement, the Prospectus and such other documents as we have
deemed necessary or advisable for purposes of rendering this opinion.
Additionally, our advice has formed the basis for the description of the
selected Federal income tax consequences of the purchase, ownership and
disposition of the Certificates to an original purchaser that appears under
the heading "Certain Federal Income Tax Consequences" in the Prospectus
(the "Tax Description"). Except as otherwise indicated herein, all terms
defined in the Prospectus are used herein as so defined.
In rendering the opinions set forth below, we have relied without
independent investigation on the opinion letters of Kirk Flores, counsel to
the Company, Thomas Rosiello, counsel to the Servicer, Thomas Godfrey,
counsel to the Trustee and Charles Waters, Jr., counsel to the Trustee,
copies of which are annexed hereto as Schedules 1, 2, 3 and 4,
respectively.
<PAGE>
ABN AMRO Mortgage Corporation
November 30, 1998
Page 2
The opinion set forth in paragraph 2 of this letter is based upon
the applicable provisions of the Internal Revenue Code of 1986, as amended,
Treasury regulations promulgated and proposed thereunder, current positions
of the Internal Revenue Service (the "IRS") contained in published Revenue
Rulings and Revenue Procedures, current administrative positions of the IRS
and existing judicial decisions. This opinion is subject to the
explanations and qualifications set forth under the caption "Certain
Federal Income Tax Consequences" in the Prospectus. No tax rulings will be
sought from the IRS with respect to any of the matters discussed herein.
On the basis of the foregoing examination and assumptions, and
upon consideration of applicable law, it is our opinion that:
1. The Pooling and Servicing Agreement has been duly and validly
authorized, executed and delivered by the Depositor, the Servicer and the
Trustee, and the Certificates have been duly executed, authenticated,
delivered and sold as contemplated in the Registration Statement, and the
Certificates are legally and validly issued, fully paid and nonassessable,
and the holders of such Certificates are entitled to the benefits of such
Pooling and Servicing Agreement.
2. The statements in the Prospectus under the headings "ERISA
Considerations" and "Certain Federal Income Tax Consequences" and the
statements in the applicable Prospectus Supplement under the headings
"Certain Federal Income Tax Consequences" and "ERISA Considerations", to
the extent that they describe matters of United States federal income tax
law or ERISA or legal conclusions with respect thereto, have been prepared
or reviewed by such counsel and are accurate in all material respects.
There can be no assurance, however, that the tax conclusions presented
therein will not be successfully challenged by the IRS, or significantly
altered by new legislation, changes in IRS positions or judicial decisions,
any of which challenges or alterations may be applied retroactively with
respect to completed transactions.
Very truly yours,
/s/ Mayer, Brown & Platt
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MAYER, BROWN & PLATT
DAC/JVG/LBT
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SCHEDULE 1
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ABN-AMRO Kirk P. Flores
Counsel
ABN AMRO North America, Inc.
135 South LaSalle Street
Chicago, Illinois 60674-9135
(312) 904-2014
October 27, 1998
Mayer, Brown & Platt
190 South LaSalle Street
Chicago, Illinois 60603-3441
Re: ABN AMRO Mortgage Corporation, Depositor, Multi-Class
Mortgage Pass-Through Certificates, Series 1998-4
Ladies and Gentlemen:
I am Counsel of ABN AMRO North America, Inc., an affiliate of ABN AMRO
Mortgage Corporation (the "Company"), and as such, I have acted as counsel
to the Company in connection with (i) that certain Underwriting Agreement
(the "Underwriting Agreement") dated as of October 22, 1998 by and among
the Company, Standard Federal Bancorporation, Inc. ("Standard Federal"),
Lehman Brothers Inc. ("Lehman Brothers") and ABN AMRO, Incorporated
("AAI"), (ii) that certain Terms Agreement (the "Terms Agreement") dated as
of October 22, 1998 by and among the Company, Standard Federal, Lehman
Brothers and AAI, (iii) that certain Purchase Agreement (the "Purchase
Agreement") dated as of October 27, 1998 by and among the Company, Standard
Federal, Lehman Brothers and AAI, (iv) the other documents referred to
below. Terms used herein without definition shall have the meanings given
such terms in the Underwriting Agreement or the Purchase Agreement, as the
context requires.
I have examined executed counterparts of the Underwriting Agreement, the
Terms Agreement and the Purchase Agreement and such other documents,
opinions and certificates as I have deemed necessary or appropriate to
render this opinion. In making such examination of documents, I have
assumed that the parties to documents requiring execution and delivery,
other than the Company, have the power to enter into and perform all of
their respective obligations thereunder, and I have also assumed the due
authorization by, and the due execution and delivery of, such documents by
each such party.
Based upon the foregoing and my examination of such other matters of fact
and law as I deem appropriate to the opinions expressed herein, I am of the
opinion that:
<PAGE>
Mayer, Brown & Platt
October 27, 1998
Page Two
1. The Company is validly existing as a corporation in good standing under
the laws of the State of Delaware.
2. The execution and delivery by the Company of the Underwriting Agreement,
the Terms Agreement, the Purchase Agreement and applicable Pooling and
Servicing Agreement and the signing of the Registration Statement by the
Company are within the corporate power of the Company and have been duly
authorized by all necessary corporate action on the part of the Company;
and neither the issue and sale of the Certificates (as defined in the
Underwriting Agreement) or the Purchased Certificates (as defined in the
Purchase Agreement) nor the consummation of the transactions contemplated
herein or therein nor the fulfillment of the terms hereof or thereof will
conflict with or constitute a breach or violation of any of the terms or
provisions of, or constitute a default under, or result in the creation or
imposition of any lien, charge or encumbrance upon any property or assets
of the Company pursuant to, any contract, indenture, mortgage, or other
instrument to which the Company is a party or by which it may be bound of
which I am aware, other than the lien or liens created by the applicable
Pooling and Servicing Agreement, nor will such action result in any
violation of the provisions of the certificate of incorporation or by-laws
of the Company or, any statute, rule or regulation to which the Company is
subject or by which it is bound or any writ, injunction or decree of any
court, governmental authority or regulatory body to which it is subject or
by which it is bound of which I am aware.
3. Other than as may be set forth or contemplated in the Prospectus, there
is no action, suit or proceeding of which I am aware before or by any court
or governmental agency or body, domestic or foreign, now pending or, to the
best of my knowledge, threatened against the Company which might result in
any material adverse change in the financial condition, earnings, affairs
or business of the Company, or which might materially and adversely affect
the properties or assets thereof or might materially and adversely affect
the performance by the Company of its obligations under, or the validity or
enforceability of, the Certificates, the Purchased Certificates, the
Underwriting Agreement, the Purchase Agreement or the Pooling and Servicing
Agreement, or which is required to be disclosed in the Registration
Statement.
I am a member of the bar of the State of Illinois and, with the exception
of the opinions expressed in paragraph 1 (as to which I have relied on
certificates issued by the Secretary of State of Delaware), do not express
any opinion with respect to the laws of any jurisdiction other than the
State of Illinois and the Federal Law of the United States of America.
Nothing herein expresses any opinion with respect to state and federal
securities laws, including the Securities Act of 1933 or the Illinois
Securities Law of 1953.
<PAGE>
Mayer, Brown & Platt
October 27, 1998
Page Three
You are hereby authorized to furnish copies of this opinion to Lehman
Brothers and ABN AMRO Incorporated, which shall be entitled to rely on said
opinion as if the same were addressed to them. This opinion is solely for
your benefit and that of Lehman Brothers and ABN AMRO Incorporated, and may
not be relied upon, nor may copies be delivered to, any other person
without the written consent of the undersigned.
Sincerely,
/s/ Kirk P. Flores
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Kirk P. Flores
KPF:ch
<PAGE>
SCHEDULE 2
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ABN-AMRO North America, Inc. Thomas A. Rosiello
Senior Counsel
135 South LaSalle Street
Chicago, Illinois 60603
October 27, 1998 (312) 443-2707
Lehman Brothers Inc. ABN AMRO Incorporated
Three World Financial Center 208 South LaSalle Street
New York, NY 10285 Chicago, IL 60602
Re: ABN AMRO Mortgage Corporation, Depositor, Multi-Class
Mortgage Pass-Through Certificates, Series 1998-4
Ladies and Gentlemen:
I am Senior Counsel of ABN AMRO North America, Inc., an affiliate of
LaSalle Home Mortgage Corporation (the "Servicer"), and as such, I have
acted as counsel to the Servicer in connection with that certain Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of
October 1, 1998 by and among the Servicer, ABN AMRO Mortgage Corporation
and Chase Bank of Texas, National Association. Terms used herein without
definition shall have the meanings given such terms in the Pooling and
Servicing Agreement.
I have examined executed counterparts of the Pooling and Servicing
Agreement and such other documents, opinions and certificates as I have
deemed necessary or appropriate to render this opinion. In making such
examination of documents, I have assumed that the parties to documents
requiring execution and delivery, other than the Servicer, have the power
to enter into and perform all of their respective obligations thereunder,
and I have also assumed the due authorization by, and the due execution and
delivery of, such documents by each such party.
Based upon the foregoing and my examination of such other matters of fact
and law as I deem appropriate to the opinions expressed herein, I am of the
opinion that:
1. The Servicer is validly existing as a corporation in good standing under
the laws of the State of Illinois.
2. The execution and delivery by the Servicer of the Pooling and Servicing
Agreement is within the corporate power of the Servicer and have been duly
authorized by all necessary corporate action on the part of the Servicer;
and, to my knowledge, neither the execution and delivery of the Pooling and
Servicing Agreement nor the consummation of the transactions contemplated
therein, nor compliance with the provisions thereof, will conflict with or
constitute a breach of, or default under, any contract, indenture,
mortgage, loan agreement, note, lease, deed of trust, or other instrument
to which the Servicer is a party or by which it may be bound of which I am
aware, nor will such action result in any violation of the provisions of
the articles of incorporation or by-laws of the Servicer or, any law,
administrative regulation or administrative or court decree of which I am
aware.
<PAGE>
Lehman Brothers Inc.
ABN AMRO Incorporated
October 27, 1998
Page 2
3. The Pooling and Servicing Agreement has been duly executed and delivered
by the Servicer and constitutes a legal, valid and binding obligation of
the Servicer enforceable against the Servicer in accordance with its terms,
except that such enforceability thereof may be subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors' rights generally, or the rights of federally chartered
thrift institutions and their subsidiaries, and subject, as to
enforceability, to general principles of equity (regardless whether
enforcement is sought in a proceeding in equity or at law).
4. To my knowledge, the execution, delivery and performance by the Servicer
of the Pooling and Servicing Agreement do not require the consent or
approval of, the giving of notice to, the registration with, or the taking
of any other action in respect of any federal, state or other governmental
agency or authority which has not previously been effected.
5. There is no action, suit or proceeding of which I am aware before or by
any court or governmental agency or body, domestic or foreign, now pending
or, to the best of my knowledge, threatened against the Servicer which
might materially and adversely affect the performance by the Servicer of
its obligations under, or the validity or enforceability of, the Pooling
and Servicing Agreement.
6. The description of the Servicer in the applicable Prospectus Supplement
is true and correct in all material respects.
I am a member of the bar of the State of Illinois and do not express any
opinion with respect to the laws of any jurisdiction other than the State
of Illinois and the Federal Law of the United States of America. Nothing
herein expresses any opinion with respect to state and federal securities
laws, including the Securities Act of 1933 or the Illinois Securities Law
of 1953. This opinion is solely for your benefit and may not be relied
upon, nor may copies be delivered to, any other person without the written
consent of the undersigned.
Sincerely,
/s/ Thomas A. Rosiello
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Thomas A. Rosiello
Tar:ch
<PAGE>
SCHEDULE 3
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The Chase Manhattan Bank Thomas F. Godfrey
270 Park Avenue, 41st Floor Vice President and
New York, NY 10017-2070 Assistant General Counsel
Tel 212-270-6949 Legal Department
October 27, 1998
ABN AMRO Incorporated
ABN AMRO Mortgage Corporation
181 West Madison, 32nd Floor
Chicago, Illinois 60602
Lehman Brothers Inc.
Three World Financial Center
New York, New York 10285
Fitch IBCA, Inc.
One State Street Plaza, 32nd Floor
New York, NY 10004
LaSalle Home Mortgage Corporation
4242 North Harlem Avenue
Norridge, Illinois 60634
Standard & Poor's Corporation
25 Broadway
New York, New York 10004
Re: ABN AMRO Mortgage Corporation
Mortgage Pass-Through Certificates, Series 1998-4
(the "Certificates")
Ladies and Gentlemen:
I am a Vice President and Assistant General Counsel of The Chase
Manhattan Bank ("Chase") and, as such, have reviewed the Pooling and
Servicing Agreement dated as of October 1, 1998 (the "Agreement") among ABN
AMRO Mortgage Corporation, LaSalle Home Mortgage Corporation, and Chase
Bank of Texas, National Association, an affiliate of Chase, as trustee (the
"Trustee").
In rendering this opinion, I have also reviewed such corporate
records, agreements, certificates, opinions and other documents, and such
provisions of law, as I have deemed relevant and appropriate as a basis for
the opinions hereinafter expressed. In such review I have assumed the
genuineness of all signatures, the authenticity of all documents submitted
to me as originals, and the conformity to the original documents of all
documents submitted to me as copies. In making my examination of any
documents, I have assumed that all parties to such documents other than
Chase had the corporate power and authority to enter into and to perform
all obligations thereunder, and as to such parties, I have also assumed the
due
<PAGE>
authorization by all requisite corporate action and the due execution and
delivery of such documents and the validity and binding effect thereof. I
have relied as to matters of fact upon statements of officers of Chase and
others without any independent investigation or verification thereof.
Based on the foregoing review, and subject to the qualifications
expressed herein, I am of the opinion that the Agreement is a valid and
legally binding obligation of the Trustee, enforceable against it in
accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance and transfer, and similar
laws affecting creditors' rights generally, and to general principles of
equity (regardless of whether enforcement is sought in a proceeding in
equity or at law).
I am admitted to practice law only in the State of New York and
the opinions expressed above are limited to the laws of the State of New
York.
This opinion letter is limited to the matters expressly set forth
herein, and no opinion is implied or may be inferred beyond such matters. I
am furnishing this opinion to you solely for your benefit in connection
with the Agreement, and no other person is entitled to rely hereon. This
opinion may not be used, circulated, quoted or otherwise referred to for
any other purpose without my prior written consent.
Very truly yours,
/s/ Thomas F. Godfrey
-----------------------
Thomas F. Godfrey
Vice President and
Assistant General Counsel
<PAGE>
SCHEDULE 4
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Charles H. Waters, Jr.
Attorney at Law
Chase Tower
600 Travis Street, Suite 1150
Houston, TX 77002
Mailing Address: Telephone: (713) 216-8507
P.O. Box 4717 Telecopier: (713) 216-5476
Houston, TX 77210-4717 Internet: [email protected]
October 27, 1998
To the Addressees Listed on Exhibit A hereto.
Re: ABN AMRO Mortgage Corporation
Mortgage Pass-Through Certificates, Series 1998-4
(the "Series 1998-4 Certificates")
Ladies and Gentlemen:
I have acted as counsel to Chase Bank of Texas, National
Association, a national banking association, in its capacity as trustee
(the "Trustee"), in connection with the issuance of the referenced Series
1998-4 Certificates, issued pursuant to a Pooling and Servicing Agreement
dated as of October 1, 1998 (the "Agreement"), by and among ABN AMRO
Mortgage Corporation, as Depositor, LaSalle Home Mortgage Corporation, as
Servicer, and the Trustee. In connection therewith, I have reviewed the
Agreement, the articles of association, bylaws and resolutions of the Board
of Directors of the Trustee, and such other matters as I have deemed
necessary or advisable as a basis for the opinions herein expressed.
In my examination, I have assumed the authenticity of all
documents submitted to me as originals, the conformity to original
documents of all documents submitted to me as certified or photostatic
copies, the authenticity of the originals of such latter documents, and the
accuracy of the statements contained in such documents.
Based upon the foregoing and subject to the qualifications set out
herein, under applicable law of the State of Texas and the United States of
America in force and effect as of the date hereof, I am of the opinion
that:
1. The Trustee is duly organized, validly existing and in good
standing as a national banking association having the powers of a trust
company, with full corporate and other power and authority to conduct its
business and affairs as a trustee. Effective January 20, 1998, the name of
the Trustee was changed from Texas Commerce Bank National Association to
Chase Bank of Texas, National Association.
2. The Trustee has duly accepted the office of trustee under the
Agreement.
<PAGE>
ABN AMRO Mortgage Corporation, et al.
October 27, 1998
Page 2
3. The Trustee has full right, power and authority to execute and
deliver the Agreement as trustee, to perform its obligations thereunder and
to consummate all of the transactions contemplated by the Agreement.
4. The Trustee has duly authorized, executed and delivered the
Agreement.
5. The execution and delivery of the Agreement by the Trustee, and
its performance of and compliance with the terms of the Agreement, will not
violate the Trustee's charter or bylaws and will not constitute a default
(or an event which, with notice or lapse of time, or both, would constitute
a default) under, or result in the breach of, any material agreement or
other instrument to which the Trustee is a party or which is applicable to
any of its assets.
6. The Trustee is not in violation of, and its execution and
delivery of the Agreement and its performance of and compliance with the
terms thereof, will not conflict with or constitute a violation of, any
law, any order or decree of any court or arbiter, or any order, regulation
or demand of any federal, state or local governmental or regulatory
authority, which violation would materially and adversely affect either the
ability of the Trustee to perform its obligations under the Agreement or
the financial condition of the Trustee.
7. No litigation is pending or, to the best knowledge of the
undersigned, threatened against the Trustee which would prohibit the
Trustee from entering into the Agreement or which would materially and
adversely affect either the ability of the Trustee to perform its
obligations under the Agreement or the financial condition of the Trustee.
8. No consent, approval or authorization of, or registration,
declaration or filing with, any court or governmental agency or body having
jurisdiction over the Trustee is required for the execution, delivery or
performance by the Trustee of its obligations under the Agreement.
9. The Series 1998-4 Certificates have been duly and validly
executed, authenticated and delivered by the Trustee in accordance with the
Agreement.
I express no opinion with respect to the applicability or effect
of any state or federal securities laws or of any federal, state or local
tax laws. I am a member of the Texas Bar only and express no opinion on the
laws of any jurisdiction other than the State of Texas and, to the extent
applicable, the United States of America.
Very truly yours,
/s/ Charles H. Waters, Jr.
---------------------------
Charles H. Waters, Jr.
<PAGE>
Re: : ABN AMRO Mortgage Corporation
Mortgage Pass-Through Certificates, Series 1998-4
Exhibit A to Opinion of Charles H. Waters, Jr.
ABN AMRO Mortgage Corporation
181 West Madison, 32nd Floor
Chicago, Illinois 60602
LaSalle Home Mortgage Corporation
4242 North Harlem Avenue
Norridge, Illinois 60634
Lehman Brothers Inc.
Mortgage Backed Securities
Three World Financial Center
New York, New York 10285-1200
Fitch IBCA Inc.
One State Street Plaza, 32nd Floor
New York, New York 10004
Thacher Proffitt & Wood
2 World Trade Center, 40th Floor
New York, New York 10048
Chase Bank of Texas, National
Association, as Trustee
600 Travis Street, 10th Floor
Houston, Texas 77002
Mayer, Brown & Platt
190 South LaSalle Street
Chicago, Illinois 60603
Standard & Poor's Ratings Services, a
Division of The McGraw-Hill Companies, Inc.
25 Broadway
New York, New York 10004
ABN AMRO Incorporated
181 West Madison, 32nd Floor
Chicago, Illinois 60602
