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SEC Filings

DITECH HOLDING CORP filed this Form 424B1 on 09/16/1997
Entire Document
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of the security. These transactions may be effected on the American Stock
Exchange or otherwise. Neither the Company nor any of the Underwriters makes any
representation or prediction as to the direction or magnitude of any effect that
the transactions described above may have on the prices of the Units. In
addition, neither the Company nor any of the Underwriters makes any
representation that the Representatives will engage in such transactions, or
that such transactions, once commenced, will not be discontinued without notice.
                                 LEGAL MATTERS
     Certain legal matter in connection with the Securities offered hereby will
be passed on for the Company by Morse, Barnes-Brown & Pendleton, P.C., Waltham,
Massachusetts. Certain legal matters will be passed upon by Piper & Marbury
L.L.P., Baltimore, Maryland, with respect to Maryland law. Certain legal matters
will be passed on for the Underwriters by O'Melveny & Myers LLP, San Francisco,
California. O'Melveny & Myers LLP will rely upon the opinion of Piper & Marbury
L.L.P. as to matters of Maryland law.
     The balance sheet as of June 30, 1997 and consolidated financial statements
as of December 31, 1996 and 1995 and for each of the three years in the period
ended December 31, 1996 included in this Prospectus have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports
appearing herein and have been so included in reliance upon the reports of such
firm given their authority as experts in accounting and auditing.
                             ADDITIONAL INFORMATION
     The Company has filed with the Commission, Washington, D.C. 20549, a
Registration Statement (the "Registration Statement") under the Securities Act
of 1933, as amended (the "Securities Act"), with respect to the Units offered
hereby. Copies of the Registration Statement and the exhibits thereto are on
file at the offices of the Commission in Washington, DC and may be obtained at
rates prescribed by the Commission upon request to the Commission and inspected,
without charge, at the offices of the Commission. Prior to the Offering, the
Company has not been required to file reports under the Exchange Act. However,
following the closing of the Offering, the Company will be required to file
reports and other information with the Commission pursuant to the Exchange Act.
Such reports and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, NW,
Washington, DC 20549, and at the Commission's regional offices at Northwestern
Atrium Center, 500 West Madison Street (Suite 1400), Chicago, Illinois 60661 and
7 World Trade Center, New York, New York 10048. Copies of such material can also
be obtained from the Commission at prescribed rates through its Public Reference
Section at 450 Fifth Street, NW, Washington, DC 20549. The Commission maintains
a Web site that contains reports, proxy, and information statements and other
information regarding registrants that file electronically with the Commission.
The Web site is located at Statements contained in this
Prospectus as to the contents of any contract or any contract or other document
referred to are not necessarily complete, and in each instance reference is made
to the copy of such contract or other document filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects by
such reference.