-----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, VK77iOxGD2lfBQlXWZtuWq8CV5j8ltyq8NEh6ydssiSvxFfbkDWCJqys/6UxlmRl yRpSl+Mmz4Z6iHJyL3yhKw== 0001024739-99-000134.txt : 19990322 0001024739-99-000134.hdr.sgml : 19990322 ACCESSION NUMBER: 0001024739-99-000134 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990315 ITEM INFORMATION: FILED AS OF DATE: 19990319 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: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-11947 FILM NUMBER: 99568491 BUSINESS ADDRESS: STREET 1: 17305 VON KARMAN AVE STREET 2: SUITE 5000 CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 9492248500 MAIL ADDRESS: STREET 1: 17305 VON KARMAN AVE CITY: IRVINE STATE: CA ZIP: 92614 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 CURRENT REPORT =============================================================================== 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 15, 1999 First Alliance Mortgage Company (on behalf of First Alliance Mortgage Loan Trust 1999-1) ------------------------------------------------------- (Exact name of registrant as specified in its charter) California 333-44585 95-2944875 - ---------------------------- ------------------------ ------------------- (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification No.) 17305 Von Karman Avenue Irvine, California 92614-6203 - --------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (949) 224-8500 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 PricewaterhouseCoopers LLP, 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/ Francisco Nebot -------------------------- Name: Francisco Nebot Title: Executive Vice President and Chief Financial Officer Dated: March 15, 1999 EXHIBIT INDEX Exhibit No. Description Page No. - ---------- ----------- -------- 8.1 Tax Opinion and Consent of Arter & Hadden LLP 23.1 Consent of PricewaterhouseCoopers LLP, independent auditors of MBIA Insurance Corporation EX-8.1 2 TAX OPINION AND CONSENT EXHIBIT 8.1 December 11, 1998 Re: First Alliance Mortgage Company First Alliance Mortgage Loan Trust 1999-1 Registration Statement on Form S-3 No. 333-44585 Ladies and Gentlemen: We have acted as counsel for First Alliance Mortgage Company 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 Certificates, Series 1999-1 (the "Certificates"). Our advice formed the basis for the description of 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 Certificates but with respect to those tax consequences which are discussed, it is our opinion that the description is accurate. In addition, assuming (i) the REMIC election is made, (ii) the Pooling and Servicing Agreement is fully executed, delivered and enforceable against the parties thereto in accordance with its terms, (iii) the transaction described in the prospectus supplement is completed on substantially the terms and conditions set forth therein, and (iv) continuing compliance with the Pooling and Servicing Agreement, it is our opinion that, for federal income tax purposes, the Trust (exclusive of the Pre-Funding Account and the Capitalized Interest Account) will be treated as a "REMIC" (as defined in the Code), each Class of the Class A Certificates will be treated as "regular interests" in the REMIC and the Class R Certificates will be treated as the sole class of "residual interests" in a REMIC. 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 Company relating to First Alliance Mortgage Loan Trust 1999-1, of our report dated February 3, 1998, on our audits of the consolidated financial statements of MBIA Insurance Corporation and Subsidiaries as of December 31, 1997 and 1996 and for each of the three years in the period ended December 31, 1997. We also consent to the reference to our Firm under the caption "Experts". /s/ PricewaterhouseCoopers LLP ------------------------------ PricewaterhouseCoopers LLP March 15, 1999 -----END PRIVACY-ENHANCED MESSAGE-----