-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PcN4/sTBLjo8hv2O95rQrt1gBBesR0f54ApqxFRKuQiI5c3wJWUq/9ojtzMrXdRv A7KzgwwINoKIL4V+vTDV7w== 0000891092-96-000223.txt : 19961122 0000891092-96-000223.hdr.sgml : 19961122 ACCESSION NUMBER: 0000891092-96-000223 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961121 ITEM INFORMATION: Other events FILED AS OF DATE: 19961121 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACCESS FINANCIAL LENDING CORP CENTRAL INDEX KEY: 0001018147 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 411768416 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-07837 FILM NUMBER: 96670220 BUSINESS ADDRESS: STREET 1: 400 SOUTH HIGHWAY 169 SOUTH SUITE 400 STREET 2: PO BOX 26365 CITY: ST LOUIS PARK STATE: MN ZIP: 55426-0365 BUSINESS PHONE: 6125426632 MAIL ADDRESS: STREET 1: 400 SOUTH HIGHWAY 169 STREET 2: SUITE 400 CITY: ST LOUIS PARK STATE: MN ZIP: 55426-0365 8-K 1 CURRENT REPORT ON FORM 8-K - -------------------------------------------------------------------------------- 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 21, 1996 Access Financial Services Corp. (Exact name of registrant as specified in its charter) Delaware 333-07837 41-1768416 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 400 Highway 169 South, Suite 400 St. Louis Park, Minnesota (Address of Principal 55426 Executive Offices) (Zip Code) Registrant's telephone number, including area code (612) 542-6500 No Change (Former name or former address, if changed since last report) - -------------------------------------------------------------------------------- Item 5. Other Events Filing of Opinion of Dewey Ballantine with respect to Certain Tax Matters Access Financial Lending Corp. (the "Registrant") registered issuances of up to $1,500,000,000 principal amount of Mortgage Loan Pass-Through Certificates on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Act"), by a Registration Statement on Form S-3 (Registration File No. 333-03787) (the "Registration Statement"). Pursuant to the Registration Statement, Access Financial Mortgage Loan Trust 1996-4 (the "Trust") is issuing $239,777,000 in aggregate principal amount of its Mortgage Loan Pass-Through Certificates, Series 1996-4 (the "Certificates"), on November 1, 1996. This Current Report on Form 8-K is being filed to disclose the opinion of Dewey Ballantine, New York, New York, in connection with certain tax matters related to the creation of the Trust and the issuance of the Certificates. The following is filed herewith. The exhibit numbers correspond with Item 601(b) of Regulation S-K. Exhibit No. Description - ----------- ----------- 8.1 Opinion of Dewey Ballantine dated November 21, 1996 concerning tax matters. 2 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. ACCESS FINANCIAL LENDING CORP. ------------------------------ as the Registrant and on behalf of Access Financial Mortgage Loan Trust 1996-4 By: /s/ Leslie Zejdlik Foster ------------------------------------ Name: Leslie Zejdlik Foster Title: President Dated: November 21, 1996 Exhibit Index Description of Exhibit Exhibit No. Description - ----------- ----------- 8.1 Opinion of Dewey Ballantine dated November 21, 1996 concerning tax matters. 4 EX-8 2 EXHIBIT 8.1 Exhibit 8.1 DEWEY BALLANTINE 1301 Avenue of the Americas New York, New York 10019 November 21, 1996 To the Addressees Listed on the Attached Annex A Re: Access Financial Mortgage Loan Trust 1996-4 Ladies and Gentlemen: We have acted as special tax counsel in connection with the issuance and delivery of certain mortgage loan pass- through certificates denominated Access Financial Mortgage Loan Trust 1996-4 (the "Trust") Mortgage Loan Pass-Through Certificates, Series 1996-4, Class A, Class B, and Class R (the "Certificates"), pursuant to a Pooling and Servicing Agreement dated as of November 1, 1996 (the "Pooling and Servicing Agreement") among Access Financial Lending Corp., as seller (the "Seller") and master servicer, Access Financial Receivables Corp., as transferor (the "Transferor"), and The Chase Manhattan Bank, as trustee (the "Trustee"). As special tax counsel, we have examined such documents as we deemed appropriate for the purposes of rendering the opinions set forth below, including the following: (a) Prospectus, dated November 7, 1996, as supplemented by the Prospectus Supplement, dated November 18, 1996, (b) the Sub-Servicing Agreement dated as of November 1, 1996 among the Seller, the Trustee, and LSI Financial Group, and (c) an executed copy of the Pooling and Servicing Agreement and the exhibits attached thereto. Terms capitalized herein and not otherwise defined herein shall have their respective meanings as set forth in the Pooling and Servicing Agreement. Based upon the foregoing and upon the assumptions set forth below, we are of the opinion, under the laws of the United States, New York State and New York City in effect as of the date hereof, that: 1. Under current law and assuming compliance with the Pooling and Servicing Agreement, (a) each of the Lower- Tier REMIC and the Upper-Tier REMIC will constitute a REMIC under the Internal Revenue Code of 1986, as amended (the "Code"), (b) Class A and Class B constitute "regular interests," and the Class R Certificates will constitute the sole "residual interest," in the Upper- Tier REMIC and (c) the Trust will not be subject to New York State or New York City income or franchise tax. 2. Neither the legal entity which constitutes the Trust nor any subtrust of the Trust will be an association taxable as a corporation. 3. As a consequence of the qualification of the Trust as REMICs, the Class A Certificates and the Class B Certificates (the "Regular Interest Certificates") will be treated as "regular. . . interest(s) in a REMIC" under Section 7701(a)(19)(C) of the Code and "real estate assets" under Section 856(c) of the Code, provided that if less than 95 percent of the assets held by the Trust during any calendar year are comprised of assets qualifying under the above cited Sections of the Code, the Regular Interest Certificates will qualify under each of these Sections of the Code only in the same proportion that the assets in the Trust consist of qualifying assets under each of such Sections. In addition, as a consequence of the qualification of the Trust as REMICs, interest on the Regular Interest Certificates will be treated as "interest on obligations secured by mortgages on real property" under Section 856(c) of the Code to the extent that such Regular Interest Certificates are treated as "real estate assets" under Section 856(c) of the Code, and the Regular Interest Certificates will qualify as "evidence of indebtedness" under Section 582(c)(1) of the Code. 4. Neither the Trust nor any subtrust of the Trust will constitute a "taxable mortgage pool" within the meaning of Section 7701(i) of the Code. 2 This opinion is for the benefit of the addressees hereof only, and it may not be relied on by any other party or quoted without our express consent in writing. Very truly yours, DEWEY BALLANTINE 3 ANNEX A Access Financial Lending Corp. 400 Highway 169 South Suite 400 St. Louis Park, MN 55426-0365 Access Financial Receivables Corp. 400 Highway 169 South Suite 410 St. Louis Park, MN 55426-0365 Prudential Securities Incorporated One New York Plaza, 15th Floor New York, New York 10292-2015 J.P. Morgan Securities Inc. 60 Wall Street, 18th Floor New York, New York 10260-0060 LSI Financial Group 415 North McKinley Suite 1250 Little Rock, Arkansas 72205 The Chase Manhattan Bank 450 West 33rd Street, 10th Floor New York, NY 10001 Financial Security Assurance Inc. 350 Park Avenue New York, New York 10022 Moody's Investors Service, Inc. 99 Church Street New York, New York 10007 Standard & Poor's Rating Group, a division of The McGraw Hill Companies 25 Broadway New York, New York 10004 -----END PRIVACY-ENHANCED MESSAGE-----