-----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, O8PNJ0ECG1em3QbmV/BiEd/cMDJXgRLNP9aNOlWdmz/H1Y/nonxBPa5MBwT0TTdR oQFkzn13CFQRMa3OZ8CwuA== 0001024739-98-000292.txt : 19980323 0001024739-98-000292.hdr.sgml : 19980323 ACCESSION NUMBER: 0001024739-98-000292 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980313 ITEM INFORMATION: FILED AS OF DATE: 19980320 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST ALLIANCE MORTGAGE CO /DE/ CENTRAL INDEX KEY: 0000906938 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 952944875 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-11947 FILM NUMBER: 98570116 BUSINESS ADDRESS: STREET 1: 17305 VON KARMAN AVE STREET 2: SUITE 5000 CITY: IRVINE STATE: CA ZIP: 92714 BUSINESS PHONE: 7142248400 MAIL ADDRESS: STREET 1: 17305 VON KARMAN AVE CITY: IRVINE STATE: CA ZIP: 92714 FORMER COMPANY: FORMER CONFORMED NAME: FIRST ALLIANCE CORP /DE/ DATE OF NAME CHANGE: 19961104 FORMER COMPANY: FORMER CONFORMED NAME: FIRST ALLIANCE MORTGAGE CO /CA/ DATE OF NAME CHANGE: 19940908 8-K 1 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) March 13, 1998 First Alliance Mortgage Company (on behalf of First Alliance Mortgage Loan Trust 1998-1A) -------------------------------------------------------- (Exact name of registrant as specified in its charter)
California 333-44585-01 95-2944875 ---------- ------------ ---------- (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification No.)
177305 Von Karman Avenue Irvine, California 97614-6203 ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (714) 224-8400 No Change ------------------------------------------------------------- (Former name or former address, if changed since last report) ================================================================================ Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Not applicable (b) Not applicable (c) Exhibits: 8.1 Tax Opinion and Consent of Arter & Hadden LLP 23.1 Consent of Coopers & Lybrand L.L.P., independent auditors of MBIA Insurance Corporation 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. FIRST ALLIANCE MORTGAGE COMPANY, as Company By: /s/ Mark K. Mason ---------------------------------------- Name: Mark K. Mason Title: Executive Vice President and Chief Financial Officer Dated: March 13, 1998 EXHIBIT INDEX Exhibit No. Description Page No. - ----------- ----------- -------- 8.1 Tax Opinion and Consent of Arter & Hadden LLP 23.1 Consent of Coopers & Lybrand L.L.P., independent auditors of MBIA Insurance Corporation EX-8.1 2 TAX OPINION AND CONSENT Exhibit 8.1 March 13, 1998 Re: First Alliance Mortgage Company Adjustable Rate Mortgage Loan Asset Backed Notes, Series 1998-1A Registration Statement on Form S-3 No. 333-44585 ---------------------------------------------------------------- Ladies and Gentlemen: We have acted as counsel for First Alliance Mortgage Company (the "Seller") in connection with the preparation and filing of the registration statement on Form S-3 (such registration statement, the "Registration Statement") filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Act"), in respect of First Alliance Mortgage Loan Asset Backed Notes, Series 1998-1A (the "Notes"). Our advice formed the basis for the description of the federal income tax consequences appearing under the heading "Certain Federal Income Tax Consequences" in the prospectus supplement contained in the Registration Statement. Such description does not purport to discuss all possible federal income tax consequences of an investment in the Notes but with respect to those tax consequences which are discussed, it is our opinion that the description is accurate. Assuming issuance of the Notes, it is our opinion that the Notes will be treated as newly originated debt obligations of First Alliance Mortgage Loan Trust 1998-1A (the "Issuer") and not as representing an ownership interest in the assets included in the trust estate or an equity interest in the Issuer or the Seller. In addition, for federal income tax purposes, the Issuer will not be classified (i) as an association taxable as a corporation, (ii) a taxable mortgage pool as defined in Section 7701(i) of the Internal Revenue Code of 1986, as amended, or (iii) a "publicly traded partnership" as defined in Treasury Regulations Section 1.7704-1. We hereby consent to the filing of this letter as an Exhibit to the Registration Statement and to the reference to this firm in the Registration Statement and related prospectus supplement under the heading "Certain Federal Income Tax Consequences." Very truly yours, /s/ Arter & Hadden LLP ----------------------------- Arter & Hadden LLP EX-23.1 3 CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Prospectus Supplement of First Alliance Mortgage Loan Trust 1998-1A, dated March 10, 1998, of our report dated February 3, 1997, on our audits of the consolidated financial statements of MBIA Insurance Corporation and Subsidiaries as of December 31, 1996 and 1995 and for each of the three years in the period ended December 31, 1996. We also consent to the reference to our firm under the caption "Report of Experts" in such Prospectus Supplement. /s/ Coopers & Lybrand L.L.P. ---------------------------- Coopers & Lybrand L.L.P. New York, New York March 13, 1998 -----END PRIVACY-ENHANCED MESSAGE-----