S-3
1
FORM S-3
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 23, 1995
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COUNTRYWIDE CREDIT INDUSTRIES, INC.
COUNTRYWIDE FUNDING CORPORATION
(EXACT NAMES OF REGISTRANTS AS SPECIFIED IN THEIR CHARTERS)
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DELAWARE NEW YORK
(STATE OR OTHER JURISDICTION OF (STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION) INCORPORATION OR ORGANIZATION)
13-2641992 13-2631719
(I.R.S. EMPLOYER IDENTIFICATION NO.) (I.R.S. EMPLOYER IDENTIFICATION NO.)
155 NORTH LAKE AVENUE
PASADENA, CA 91101
(818) 304-8400
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANTS' PRINCIPAL EXECUTIVE OFFICES)
DAVID S. LOEB
PRESIDENT AND CHAIRMAN OF THE BOARD
COUNTRYWIDE CREDIT INDUSTRIES, INC.
AND DIRECTOR
COUNTRYWIDE FUNDING CORPORATION
155 NORTH LAKE AVENUE
PASADENA, CA 91101
(818) 304-8400
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
KENNETH R. BLACKMAN EDWARD J. FINE
FRIED, FRANK, HARRIS, SHRIVER & BROWN & WOOD
JACOBSON ONE WORLD TRADE CENTER
ONE NEW YORK PLAZA NEW YORK, NEW YORK 10048
NEW YORK, NEW YORK 10004 (212) 839-5300
(212) 859-8000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement, as
determined by market conditions.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
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CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
MAXIMUM MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING OFFERING REGISTRATION
TO BE REGISTERED(1) REGISTERED(2)(3) PRICE PER UNIT PRICE(4) FEE
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Common Stock, par value $.05 per share(5)
Preferred Stock, par value $.05 per share $750,000,000(6) (6) $750,000,000 $258,621
Debt Securities
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Guarantees of Debt Securities $750,000,000 (7) (7) None
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(1) Also includes such indeterminate number of shares of Common Stock and
Preferred Stock and amount of Debt Securities and Guarantees of Debt
Securities as may be issued upon conversion of or exchange for any other
Preferred Stock or Debt Securities that provide for conversion or exchange
into other Securities.
(2) Or, if any Debt Securities are issued at an Original Issue Discount, such
greater amount as shall result in an aggregate public offering price of
$750,000,000.
(3) In U.S. dollars or the equivalent thereof in foreign currency or currency
units.
(4) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o).
(5) This Registration Statement also applies to associated Preferred Stock
purchase rights under the stockholders' rights agreement of Countrywide
Credit Industries, Inc., which, prior to the occurrence of certain events,
are attached to and tradeable only with the shares of Common Stock
registered hereby. No registration fees are required for such rights, as
they will be issued for no additional consideration.
(6) Not specified as to each class of Securities to be registered pursuant to
General Instruction II.D of Form S-3.
(7) No separate consideration will be received for the Guarantees of Debt
Securities.
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THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED MAY 23, 1995
PROSPECTUS
[LOGO OF COUNTRYWIDE CREDIT INDUSTRIES, INC.]
COMMON STOCK, PREFERRED STOCK AND DEBT SECURITIES
COUNTRYWIDE FUNDING CORPORATION
DEBT SECURITIES
PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST
UNCONDITIONALLY GUARANTEED BY
COUNTRYWIDE CREDIT INDUSTRIES, INC.
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Countrywide Credit Industries, Inc. (the "Company" or "CCI") may offer, from
time to time, together or separately, (i) shares of its common stock, $.05 par
value per share (the "Common Stock"), (ii) shares of its preferred stock, $.05
par value per share (the "Preferred Stock") and (iii) debt securities (the
"Company Debt Securities"), in each case, in amounts, at prices and on the
terms to be determined at the time of the offering. In addition, Countrywide
Funding Corporation, a wholly owned subsidiary of the Company ("CFC"), may
offer, from time to time, its debt securities (the "CFC Debt Securities", and
together with the Company Debt Securities, the "Debt Securities"), which will
be unconditionally guaranteed (the "Guarantees") as to payment of principal,
premium, if any, and interest by the Company (in its capacity as guarantor, the
"Guarantor"), in the amounts, at prices and on the terms to be determined at
the time of the offering. The Common Stock, Preferred Stock and Debt Securities
are collectively called the "Securities."
The Securities offered pursuant to this Prospectus may be issued in one or
more series or issuances and will have an aggregate public offering price of up
to $750,000,000 (or the equivalent thereof, based on the applicable exchange
rate at the time of sale, in one or more foreign currencies, currency units or
composite currencies as shall be designated by the Company or CFC, as the case
may be). Certain specific terms of the particular Securities in respect of
which this Prospectus is being delivered are set forth in the accompanying
Prospectus Supplement (the "Prospectus Supplement"), including, where
applicable, (i) in the case of Common Stock, the aggregate number of shares
offered, the public offering price and other terms of the offering and sale
thereof, (ii) in the case of Preferred Stock, the specific title, the aggregate
number of shares offered, any dividend (including the method of calculating
payment of dividends), liquidation, redemption, voting and other rights, any
terms for any conversion or exchange into other Securities and the public
offering price and other terms of the offering and sale thereof and (iii) in
the case of Debt Securities, the specific title, the aggregate principal
amount, aggregate offering price, the denomination, the maturity, the premium,
if any, the interest rate (which may be fixed, floating or adjustable), if any,
the time and method of calculating payment of interest, if any, the place or
places where principal of, premium, if any, and interest, if any, on such Debt
Securities will be payable, the currency in which principal of, premium, if
any, and interest, if any, on such Debt Securities will be payable, any terms
of redemption at the option of the Company or CFC, as the case may be, or
repayment at the option of the holder, any sinking fund provisions, the terms
for any conversion or exchange into other Securities or property, any other
special terms, and the public offering price and the other terms of the
offering and sale thereof. If so specified in the applicable Prospectus
Supplement, Debt Securities of a series may be issued in whole or in part in
the form of one or more temporary or permanent global securities.
The Common Stock is listed on the New York Stock Exchange and the Pacific
Stock Exchange under the trading symbol "CCR." Any Common Stock sold pursuant
to a Prospectus Supplement will be listed on such exchanges, subject to
official notice of issuance.
Unless otherwise specified in a Prospectus Supplement, the Debt Securities
and any Guarantees, when issued, will be unsecured and unsubordinated
obligations of the Company or CFC, as the case may be, and will rank equally
with all other unsecured and unsubordinated indebtedness of the Company or CFC,
as the case may be.
This Prospectus may not be used to consummate sales of Securities unless
accompanied by a Prospectus Supplement.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR
ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION
TO THE CONTRARY IS UNLAWFUL.
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The Securities may be sold directly, through agents, underwriters or dealers
as designated from time to time, or through a combination of such methods. If
agents of the Company or any dealers or underwriters are involved in the sale
of the Securities in respect of which this Prospectus is being delivered, the
names of such agents, dealers or underwriters and any applicable commissions or
discounts will be set forth in or may be calculated from the Prospectus
Supplement with respect to such Securities.
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The date of this Prospectus is , 1995.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF ANY CLASS OR
SERIES OF SECURITIES OFFERED HEREBY AT LEVELS ABOVE THOSE WHICH MIGHT
OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE
NEW YORK STOCK EXCHANGE, THE PACIFIC STOCK EXCHANGE OR OTHERWISE. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Information as of particular dates concerning
its directors and officers and any material interest of such persons in
transactions with the Company is disclosed in proxy statements distributed to
stockholders and filed with the Commission. Such reports, proxy statements and
other information can be inspected and copied at the offices of the Commission
at Room 1024, Judiciary Plaza, 450 Fifth Street, N. W., Washington, D. C.
20549 and at its regional offices located at Suite 1400, Citicorp Center, 500
West Madison Street, Chicago, Illinois 60661 and Suite 1300, 7 World Trade
Center, New York, New York 10048. Copies of such materials can also be
obtained from the Public Reference Section of the Commission at its principal
office in Washington, D. C. at prescribed rates. The Common Stock is listed on
the New York and Pacific Stock Exchanges. Reports, proxy material and other
information concerning securities of the Company can also be inspected at the
offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York; and the Pacific Stock Exchange, Inc., 115 Sansome Street, San Francisco,
California.
This Prospectus constitutes a part of the Registration Statement on Form S-3
(together with all amendments, schedules and exhibits thereto, the
"Registration Statement") filed by the Company and CFC with the Commission
under the Securities Act of 1933, as amended (the "Securities Act"). This
Prospectus and the accompanying Prospectus Supplement omit certain of the
information contained in the Registration Statement in accordance with the
rules and regulations of the Commission. For further information with respect
to the Company, CFC and the Securities, reference is made to the Registration
Statement, including the schedules and exhibits filed therewith. Statements
contained in this Prospectus as to the contents of certain documents are not
necessarily complete, and, with respect to each such document filed as an
exhibit to the Registration Statement or otherwise filed with the Commission,
reference is made to the copy of the document so filed. Each such statement is
qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There is incorporated herein by reference the following document of the
Company heretofore filed by it with the Commission: Annual Report on Form 10-K
for the year ended February 28, 1995.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus or any
Prospectus Supplement and prior to the termination of the offering of the
Securities are incorporated herein by reference and such documents shall be
deemed to be a part hereof from the date of filing of such documents. Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus or any Prospectus Supplement to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus or any Prospectus Supplement.
The Company will provide without charge to each person to whom this
Prospectus or any Prospectus Supplement is delivered, on the request of any
such person, a copy of any or all of the foregoing documents incorporated
herein by reference (not including exhibits to the information that is
incorporated by reference unless such exhibits are specifically incorporated
by reference into the information that this Prospectus or any Prospectus
Supplement incorporates). Requests for copies of such documents should be
directed to Countrywide Credit Industries, Inc., 155 North Lake Avenue, P. O.
Box 7137, Pasadena, California 91109-7137, telephone (818) 304-8400,
Attention: Investor Relations.
2
THE COMPANY AND CFC
COUNTRYWIDE CREDIT INDUSTRIES, INC.
Countrywide Credit Industries, Inc. (the "Company", "CCI" or, in its capacity
as guarantor of the CFC Debt Securities (as defined below), the "Guarantor") is
a holding company which through its principal subsidiary, Countrywide Funding
Corporation ("CFC"), is engaged primarily in the mortgage banking business.
CCI, through its other wholly-owned subsidiaries, offers products and services
complementary to its mortgage banking business. A subsidiary of CCI sells
mortgage-backed securities, primarily on an odd-lot basis (i.e., in
denominations between $25,000 and $1,000,000), to broker dealers and also sells
subordinate interests in mortgage-backed securities evidencing interests in
whole mortgage loans to institutional investors. In addition, a subsidiary of
CCI receives fee income for managing the operations of CWM Mortgage Holdings,
Inc. ("CWM"), a real estate investment trust whose shares are traded on the New
York Stock Exchange. CWM conducts real estate lending activities and has an
affiliate engaged in the operation of a jumbo and non-conforming mortgage loan
conduit. CCI also has a subsidiary which acts as an agent in the sale of
homeowners, fire, flood, earthquake, mortgage life and disability insurance to
CFC's mortgagors in connection with CFC's mortgage banking operations. Another
subsidiary of CCI earns fee income by brokering servicing contracts owned by
other mortgage lenders and loan servicers. CCI has recently begun operating a
title agent business through newly formed subsidiaries.
CCI is a Delaware corporation, and was originally incorporated in New York
under the name of OLM Credit Industries, Inc. in 1969. Its principal executive
offices are located at 155 North Lake Avenue, P. O. Box 7137, Pasadena,
California 91109-7137, and its telephone number is (818) 304-8400.
COUNTRYWIDE FUNDING CORPORATION
CFC is engaged primarily in the mortgage banking business and as such
originates, purchases, sells and services mortgage loans. CFC's mortgage loans
are principally first-lien mortgage loans secured by single-(one to four)
family residences. The principal sources of revenue of CFC are (i) loan
origination fees; (ii) gains from the sale of loans, if any; (iii) interest
earned on mortgage loans during the period that they are held by CFC pending
sale, net of interest paid on funds borrowed to finance such mortgage loans;
(iv) loan servicing fees; and (v) interest benefit derived from the custodial
balances associated with CFC's servicing portfolio.
CFC produces mortgage loans through three separate divisions. The Consumer
Markets Division originates loans through a nationwide network of retail branch
offices and direct contact with consumers. Through the Wholesale Division, CFC
originates and purchases loans through mortgage loan brokers. Through the
Correspondent Division, CFC purchases loans primarily from other mortgage
bankers, savings and loan associations, commercial banks, credit unions and
other financial intermediaries. CFC customarily sells all loans that it
originates or purchases. Substantially all loans sold by CFC are sold without
recourse, subject, in the case of loan guaranties by the Veterans
Administration ("VA"), to the limits of such guaranty.
CFC services on a non-recourse basis substantially all of the mortgage loans
that it originates or purchases. In addition, CFC purchases bulk servicing
contracts, also on a non-recourse basis, to service single-family residential
mortgage loans originated by other lenders. Servicing mortgage loans includes
collecting and remitting loan payments, making advances when required,
accounting for principal and interest, holding custodial (impound) funds for
payment of property taxes and hazard insurance, making any physical inspections
of the property, contacting delinquent mortgagors, supervising foreclosures and
property dispositions in the event of unremedied defaults and generally
administering the loans. CFC receives fee income for servicing mortgage loans
ranging generally from 1/4% to 1/2% per annum on the declining principal
balances of the loans. CFC has in the past and may in the future sell to other
mortgage servicers a portion of its portfolio of loan servicing rights.
3
CFC's principal financing needs are the financing of loan funding activities
and the investment in servicing rights. To meet these needs, CFC currently
relies on commercial paper backed by its revolving credit facility, medium-term
note issuances, pre-sale funding facilities, mortgage-backed securities, whole
loan reverse-repurchase agreements, subordinated notes and cash flows from
operations. In addition, in the past, CFC has relied on direct borrowings under
its revolving credit facility, servicing-secured bank facilities, privately-
placed financings and contributions from CCI of the proceeds of public
offerings of Common Stock and Preferred Stock.
CFC is a New York corporation, originally incorporated in 1969. Its principal
executive offices are located at 155 North Lake Avenue, P. O. Box 7137,
Pasadena, California 91109-7137, and its telephone number is (818) 304-8400.
USE OF PROCEEDS
Except as may be otherwise stated in any Prospectus Supplement, the Company
and/or CFC intend to use the net proceeds from the sale of the Securities for
general corporate purposes, which may include retirement of indebtedness of the
Company or CFC and investment in servicing rights through the funding of loans
and the bulk acquisition of contracts to service loans.
4
SELECTED CONSOLIDATED FINANCIAL DATA
The consolidated financial data with respect to CCI set forth below for each
of the five fiscal years in the period ended February 28, 1995 has been
derived from, and should be read in conjunction with, the related audited
financial statements and accompanying notes incorporated by reference herein.
YEARS ENDED FEBRUARY 28(29),
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1995 1994 1993 1992 1991
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(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT OPERATING DATA)
SELECTED STATEMENT OF EARNINGS DATA:
Revenues:
Loan origination fees....................... $ 203,426 $ 379,533 $ 241,584 $ 91,933 $ 38,317
Gain (loss) on sale of loans................ (41,342) 88,212 67,537 38,847 24,236
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Loan production revenue................... 162,084 467,745 309,121 130,780 62,553
Interest earned............................. 343,138 376,225 211,542 115,213 83,617
Interest charges............................ (267,685) (275,906) (148,765) (81,959) (73,428)
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Net interest income....................... 75,453 100,319 62,777 33,254 10,189
Loan servicing income....................... 428,994 307,477 177,291 94,830 66,486
Less amortization of servicing assets....... (95,768) (242,177) (151,362) (53,768) (24,871)
Add (less) servicing hedge
benefit (expense)......................... (40,030) 73,400 74,075 17,000 --
Less write-off of servicing hedge........... (25,600) -- -- -- --
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Net loan administration income............ 267,596 138,700 100,004 58,062 41,615
Gain on sale of servicing................... 56,880 -- -- 4,302 6,258
Commissions, fees and other income.......... 40,650 48,816 33,656 19,714 14,396
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Total revenues......................... 602,663 755,580 505,558 246,112 135,011
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Expenses:
Salaries and related expenses............... 199,061 227,702 140,063 72,654 48,961
Occupancy and other office expenses......... 102,193 101,691 64,762 36,645 24,577
Guarantee fees.............................. 85,831 57,576 29,410 13,622 9,529
Marketing expenses.......................... 23,217 26,030 12,974 5,015 3,117
Branch and administrative
office consolidation costs............... 8,000 -- -- -- --
Other operating expenses.................... 37,016 43,481 24,894 17,849 11,642
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Total expenses......................... 455,318 456,480 272,103 145,785 97,826
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Earnings before income taxes................. 147,345 299,100 233,455 100,327 37,185
Provision for income taxes................... 58,938 119,640 93,382 40,131 14,874
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Net earnings................................. $ 88,407 $ 179,460 $ 140,073 $ 60,196 $ 22,311
========== ========== ========== ========== ==========
SELECTED BALANCE SHEET DATA
AT END OF PERIOD:
Mortgage loans shipped and held for sale..... $2,898,825 $3,714,261 $2,316,297 $1,585,392 $ 509,008
Total assets................................. 5,579,662 5,585,521 3,299,133 2,409,974 1,121,999
Short-term debt.............................. 2,664,006 3,111,945 1,579,689 1,046,289 459,470
Long-term debt............................... 1,499,306 1,197,096 734,762 383,065 153,811
7% convertible subordinated debentures....... -- -- -- -- 20,918
Convertible preferred stock.................. -- -- 25,800 37,531 38,098
Common shareholders' equity.................. 942,558 880,137 693,105 558,617 133,460
OPERATING DATA (DOLLAR AMOUNTS IN MILLIONS):
Volume of loans originated................... $ 27,866 $ 52,459 $ 32,388 $ 12,156 $ 4,577
Loan servicing portfolio
(at period end)(1)........................ 113,111 84,678 54,484 27,546 15,684
Ratio of earnings to fixed charges(2)........ 1.54 2.06 2.52 2.18 1.49
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(1) Includes warehoused loans and loans under subservicing agreements.
(2) For purposes of calculating the ratio of earnings to fixed charges,
earnings consist of income before federal income taxes, plus fixed
charges. Fixed charges include interest expense on debt and the portion of
rental expenses which is considered to be representative of the interest
factor (one-third of operating leases). Since the major portion of CCI's
interest costs is incurred to finance mortgage loans which generate
interest income, and since interest income and interest expense are
generated simultaneously, management of CCI believes that a more
meaningful measure of its debt service requirements is the ratio of
earnings to net fixed charges. Under this alternative formula, net fixed
charges are defined as interest expense on debt, other than debt incurred
to finance CCI's mortgage loan inventory, plus the interest element (one-
third) of operating leases. Under such alternative formula, these ratios
for each of the five fiscal years in the period ended February 28, 1995,
commencing with the fiscal year ended February 28, 1995, were 3.36, 4.26,
5.18, 3.06 and 2.43, respectively.
5
DESCRIPTION OF CAPITAL STOCK
GENERAL
The authorized capital stock of the Company consists of 240,000,000 shares of
Common Stock, par value $.05 per share, and 1,500,000 shares of Preferred
Stock, par value $.05 per share. The following summary description of the
capital stock of the Company does not purport to be complete and is qualified
in its entirety by reference to the Company's Restated Certificate of
Incorporation, as amended (the "Certificate of Incorporation"), a copy of which
is filed as an exhibit to the Registration Statement of which this Prospectus
is part and the certificate of designations which will be filed with the
Commission in connection with any offering of Preferred Stock.
COMMON STOCK
As of May 22, 1995, 91,534,892 shares of Common Stock were issued and
outstanding and there were 2,598 holders of record of the Common Stock. Each
holder of record of Common Stock is entitled to one vote per share on all
matters submitted to a vote of holders. Dividends may be paid to the record
holders of Common Stock when, as and if declared by the Board of Directors of
the Company (the "Board of Directors"), out of funds legally available
therefor, and each share of Common Stock is entitled to share equally therein
and in other distributions to holders of Common Stock, including distributions
upon liquidation, dissolution or winding up of the Company. The Common Stock
carries no preemptive rights, conversion or subscription rights, redemption
provisions, sinking fund provisions or cumulative voting rights.
PREFERRED STOCK PURCHASE RIGHTS
In February 1988, the Board of Directors declared a dividend distribution of
one preferred stock purchase right ("Right") for each outstanding share of the
Common Stock. As the result of stock splits and stock dividends, 0.399 of a
Right is presently associated with each outstanding share of Common Stock and
the same fraction of a Right will be associated with each share of Common Stock
issued prior to the Distribution Date (as defined below). Each Right, when
exercisable, entitles the holder to purchase from the Company one one-hundredth
of a share of Series A Participating Preferred Stock, par value $0.05 per
share, of the Company (the "Series A Preferred Stock"), at a price of $145,
subject to adjustments in certain cases to prevent dilution.
The Rights are evidenced by the Common Stock certificates and are not
exercisable or transferable, apart from the Common Stock, until the date (the
"Distribution Date") of the earlier of a public announcement that a person or
group, without prior consent of the Company, has acquired 20% or more of the
Common Stock (an "Acquiring Person"), or ten days (subject to extension by the
Board of Directors) after the commencement of a tender offer made without the
prior consent of the Company.
In the event a person becomes an Acquiring Person, then each Right (other
than those owned by the Acquiring Person) will entitle its holder to purchase,
at the then current exercise price of the Right, that number of shares of
Common Stock, or the equivalent thereof, which, at the time of such
transaction, would have a market value of two times the exercise price of the
Right. The Board of Directors may delay the exercisability of the Rights during
the period in which they are exercisable only for Series A Preferred Stock (and
not Common Stock).
In the event that, after a person has become an Acquiring Person, the Company
is acquired in a merger or other business combination, as defined for the
purposes of the Rights, each Right (other than those held by the Acquiring
Person) will entitle its holder to purchase, at the then current exercise price
of the Right, that number of shares of Common Stock, or the equivalent thereof,
of the other party (or publicly traded parent thereof) to such merger or
business combination which at the time of such transaction would have a market
value of two times the exercise price of the Right. The Rights expire on the
earlier of February 28, 2002, the consummation of certain merger transactions
or the optional redemption by the Company prior to any person becoming an
Acquiring Person.
6
PREFERRED STOCK
Certain terms of any series of Preferred Stock offered by any Prospectus
Supplement will be described in the Prospectus Supplement relating to such
series of Preferred Stock. The Board of Directors is authorized to provide for
the issuance of Preferred Stock in one or more series with such distinctive
designations as may be stated in the resolution or resolutions providing for
the issue of such Preferred Stock. At the time that any series of Preferred
Stock is authorized, the Board of Directors will fix the dividend rights, any
conversion rights, any voting rights, redemption provisions, liquidation
preferences and any other rights, preferences, privileges and restrictions of
such series, as well as the number of shares constituting such series and the
designation thereof.
The only series of Preferred Stock currently authorized by the Board of
Directors for issuance is the Series A Preferred Stock in connection with the
exercise of Rights. See "--Preferred Stock Purchase Rights."
The Board of Directors could, without stockholder approval, cause the Company
to issue Preferred Stock which has voting, conversion and other rights which
could adversely affect the holders of Common Stock or make it more difficult to
effect a change in control of the Company. The Preferred Stock could be used to
dilute the stock ownership of persons seeking to obtain control of the Company
and thereby hinder a possible takeover attempt which, if stockholders were
offered a premium over the market value of their shares, might be viewed as
being beneficial to the stockholders of the Company. In addition, the Preferred
Stock could be issued with voting, conversion and other rights and preferences
which would adversely affect the voting power and other rights of holders of
Common Stock.
CERTAIN PROVISIONS OF THE CERTIFICATE OF INCORPORATION AND BYLAWS OF THE
COMPANY
In addition to the Rights described above under "--Preferred Stock Purchase
Rights" and the terms of any Preferred Stock that the Company may determine to
issue as described above under "--Preferred Stock," certain other provisions of
the Certificate of Incorporation and the Company's Bylaws may have the effect
of making it more difficult for a third party to acquire, or of discouraging a
third party from attempting to acquire, control of the Company. The Certificate
of Incorporation (i) provides for a three-year staggered Board of Directors,
vacancies on which shall be filled by the Board of Directors and whose members
may be removed only for cause and only by the vote of the holders of two-thirds
of the outstanding shares of Common Stock, (ii) limits the Company's power to
purchase shares of voting stock of the Company (capital stock having the right
to vote generally on matters relating to the Company and any security which is
convertible into such stock) from a five percent holder at a price in excess of
its fair market value, unless such purchase is approved by a majority of these
shares (unless a greater vote is required by law), excluding the vote of such
five percent holder, (iii) prohibits action by written consent of the
stockholders and (iv) provides that the Company's Bylaws may be amended by the
Board of Directors or, with certain exceptions, a vote of two-thirds of the
voting shares and further provides that a two-thirds vote of all voting shares
of the Company is required to amend the provisions of the Certificate of
Incorporation referred to in this sentence, unless such amendment has been
approved by two-thirds of the Board of Directors and a majority of the
continuing directors (directors who became members of the Board of Directors
prior to the time when any stockholder who beneficially owns ten percent of the
outstanding shares first became a ten percent stockholder). The Company's
Bylaws provide that special meetings of the stockholders may be called only by
the directors and limits the business which may be transacted at such meetings
to those matters set forth in the request of the proposed meeting.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock is The Bank of New
York.
7
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES
The following description of the terms of the Company Debt Securities and the
terms of the CFC Debt Securities sets forth certain general terms and
provisions of such Debt Securities. To the extent any terms described below
apply specifically to the Company Debt Securities or the CFC Debt Securities,
specific references to "Company Debt Securities" or "CFC Debt Securities" will
be made; otherwise, references to "Debt Securities" shall be deemed to apply to
both the Company Debt Securities and the CFC Debt Securities. The extent, if
any, to which such general provisions do not apply to the Debt Securities
offered by any Prospectus Supplement will be described in such Prospectus
Supplement.
The Company Debt Securities are to be issued under an Indenture, as amended,
supplemented or modified from time to time (the "Company Indenture"), between
the Company and The Bank of New York, as trustee (in such capacity, the
"Company Trustee"), the form of which is filed as an exhibit to the
Registration Statement of which this Prospectus forms a part. Each series of
Company Debt Securities issued pursuant to the Company Indenture will be issued
pursuant to an amendment or supplement thereto in the form of a supplemental
indenture or pursuant to an Officers' Certificate, in each case delivered
pursuant to resolutions of the Board of Directors of the Company and in
accordance with the provisions of Section 301 or Article Ten of the Company
Indenture, as the case may be. The terms of the Company Debt Securities include
those stated in the Company Indenture and those made a part of the Company
Indenture by reference to the Trust Indenture Act of 1939, as amended (the
"TIA"). The Company Debt Securities are subject to all such terms and the
holders of Company Debt Securities are referred to the Company Indenture and
the TIA for a statement of such terms.
The CFC Debt Securities are to be issued under the Indenture dated as of
January 1, 1992, as amended, supplemented or modified from time to time (the
"CFC Indenture", and together with the Company Indenture, the "Indentures")
among CFC, the Guarantor and The Bank of New York, as Trustee (in such
capacity, the "CFC Trustee," and together with the Company Trustee, the
"Trustees"), which is incorporated by reference in the Registration Statement
of which this Prospectus forms a part. Each series of CFC Debt Securities
issued pursuant to the CFC Indenture will be issued pursuant to an amendment or
supplement thereto in the form of a supplemental indenture or pursuant to an
Officers' Certificate, in each case delivered pursuant to resolutions of the
Board of Directors of CFC and in accordance with the provisions of Section 301
or Article Ten of the CFC Indenture, as the case may be. The CFC Indenture is
expected to be amended by Supplemental Indenture No. 1 thereto, to be dated as
of , 1995, among CFC, the Guarantor and the CFC Trustee, the form of
which is filed as an exhibit to the Registration Statement of which this
Prospectus forms a part. The terms of the CFC Debt Securities include those
stated in the CFC Indenture and those made part of the CFC Indenture by
reference to the TIA. The CFC Debt Securities are subject to all such terms and
the holders of CFC Debt Securities are referred to the CFC Indenture and the
TIA for a statement of such terms.
The following summaries of certain provisions of each Indenture and the Debt
Securities are not complete and are qualified in their entirety by reference to
the provisions of each Indenture, including the definitions of capitalized
terms used herein without definition. Numerical references in parentheses are
to sections in the applicable Indenture and unless otherwise indicated
capitalized terms have the meanings given them in the applicable Indenture.
GENERAL
Neither Indenture limits the aggregate principal amount of Debt Securities
that may be issued from time to time in series. (Section 301)
The Company Debt Securities will constitute unsecured and unsubordinated
indebtedness of the Company and will rank pari passu with the Company's other
unsecured and unsubordinated indebtedness.
Substantially all the Company's operations are conducted through
subsidiaries, and any right of the Company to receive assets of any of its
subsidiaries upon the liquidation or recapitalization of any such subsidiary
(and the consequent right of holders of the Company Debt Securities, or the
holders of the CFC
8
Debt Securities looking to the Guarantees for repayment thereof, to participate
in those assets) will be subject to the claims of such subsidiary's creditors,
except to the extent that the Company itself is recognized as a creditor of
such subsidiary. Even if the Company is recognized as a creditor of a
subsidiary, the Company's claims would still be subject to any security
interests in the assets of such subsidiary and any indebtedness or other
liability of such subsidiary that is senior to the Company's claims.
Accordingly, by operation of the foregoing principles, the Company Debt
Securities and the Guarantees will effectively be subordinated to all
indebtedness and other liabilities, including trade accounts payable, of the
Company's subsidiaries. "Holder" means a person in whose name a Debt Security
is registered in the related Security Register.
The CFC Debt Securities will constitute unsecured and unsubordinated
indebtedness of CFC and will rank pari passu with CFC's other unsecured and
unsubordinated indebtedness. A substantial portion of the assets of CFC may be
pledged under various credit agreements among CFC and various lending
institutions. See CCI's Notes to Consolidated Financial Statements incorporated
by reference herein.
Reference is made to the Prospectus Supplement and pricing supplement, if
any, relating to the particular series of Debt Securities offered thereby for a
description of the terms of such Debt Securities in respect of which this
Prospectus is being delivered, including, where applicable: (i) the title of
such Debt Securities; (ii) any limit on the aggregate principal amount of such
Debt Securities; (iii) the date or dates, or the method or methods, if any, by
which such date or dates shall be determined or extended, on which the
principal of such Debt Securities is payable; (iv) any places other than the
issuer's office or agency in The City of New York where such Debt Securities
shall be payable or surrendered for registration of transfer or exchange; (v)
the denominations in which such Debt Securities shall be issuable; (vi) the
currency of denomination of such Debt Securities, which may be in U.S. dollars,
any foreign currency or currency unit, including European Currency Units
("ECU"), and, if applicable, certain other information relating to such foreign
currency or currency unit; (vii) the designation of the currency or currencies
in which payment of the principal of and premium, if any, and interest on such
Debt Securities will be made and whether payment of the principal of and
premium, if any, or the interest on Debt Securities designated in a foreign
currency or currency unit, at the election of a holder thereof, may instead be
payable in U.S. dollars and the terms and conditions upon which such election
may be made; (viii) the rate or rates (which may be fixed or floating), if any,
at which such Debt Securities will bear interest, or the method or methods, if
any, by which such rate or rates are to be determined or reset, the date or
dates, if any, from which such interest will accrue, or the method or methods,
if any, by which such date or dates shall be determined or reset, the dates on
which such interest will be payable, the record date for the interest payable
on any interest payment date, and the basis upon which interest shall be
calculated if other than that of a 360-day year of twelve 30-day months; (ix)
the terms and conditions, if any, on which such Debt Securities may be redeemed
at the option of the Company or CFC, as the case may be, or repaid at the
option of the Holders thereof; (x) the obligation, if any, of the Company or
CFC, as the case may be, to redeem, repay or purchase such Debt Securities
pursuant to any sinking fund or analogous provisions, and the terms and
conditions on which such Debt Securities shall be redeemed, repaid or
purchased, in whole or in part, pursuant to such obligation; (xi) if other than
the principal amount thereof, the portion of the principal amount of such Debt
Securities which will be payable upon declaration of acceleration of the
maturity thereof; (xii) provisions, if any, for the defeasance of such Debt
Securities; (xiii) the ability, if any, of the Holder of a Debt Security to
renew all or any portion of a Debt Security; (xiv) any additional Events of
Default or restrictive covenants provided for with respect to such Debt
Securities; (xv) the obligation, if any, of the Company to permit the
conversion or exchange of such Debt Securities into or for Common Stock or
Preferred Stock and the terms and conditions upon which such conversion or
exchange shall be effected (including, without limitation, the initial
conversion or exchange price or rate, the conversion or exchange period, any
adjustment of the applicable conversion or exchange price and any requirements
relative to the reservation of such shares for purposes of conversion or
exchange); (xvi) any other terms not inconsistent with the applicable
Indenture, including any terms which may be required by or advisable under
United States laws or regulations; (xvii) if such Debt Securities are
denominated or payable in a currency or currency unit other than U.S. dollars,
the designation of the initial Exchange Rate Agent and, if other than as set
forth in the applicable Indenture, the definition of the
9
"Exchange Rate"; and (xviii) the form of such Debt Securities and, if in global
form, the name of the depositary with respect thereto and the terms upon which
and the circumstances under which such Debt Securities may be exchanged.
(Section 301)
Unless otherwise indicated in the Prospectus Supplement relating thereto, the
Debt Securities will be issued only in fully registered form without coupons.
Debt Securities denominated in U.S. dollars will be issued in denominations of
$1,000 or any integral multiple thereof unless otherwise provided in the
Prospectus Supplement relating thereto. (Section 302) The Prospectus
Supplement relating to a series of Debt Securities denominated in a foreign
currency or currency unit will specify the denominations thereof.
The general provisions of the Indentures do not contain any provisions that
would limit the ability of the Company or CFC to incur indebtedness or that
would afford Holders of Debt Securities protection in the event of a highly
leveraged transaction, restructuring, change in control, merger or similar
transaction involving the Company or CFC that may adversely affect Holders of
the Debt Securities.
One or more series of Debt Securities may be sold at a substantial discount
below their stated principal amount, bearing no interest or interest at a rate
which at the time of issuance is below market rates. One or more series of Debt
Securities may be floating rate debt securities, and may be exchangeable for
fixed rate debt securities. Federal income tax consequences and special
considerations applicable to any such series will be described in the
Prospectus Supplement relating thereto.
Unless otherwise indicated in the Prospectus Supplement relating thereto, the
principal of, and any premium or interest on, any series of Company Debt
Securities will be payable, and such Company Debt Securities will be
exchangeable and transfers thereof will be registerable, at the Corporate Trust
Office of the Company Trustee, initially at 101 Barclay Street, New York, New
York 10286, provided that, at the option of the Company, payment of interest
may be made by check mailed to the address of the Person entitled thereto as it
appears in the related Security Register. (Sections 301, 305, 306, 307 and
1102)
Unless otherwise indicated in the Prospectus Supplement relating thereto, the
principal of, and any premium or interest on, any series of CFC Debt Securities
will be payable, and such CFC Debt Securities will be exchangeable and
transfers thereof will be registerable, at the Corporate Trust Office of the
CFC Trustee, initially at 101 Barclay Street, New York, New York 10286,
provided that, at the option of CFC, payment of interest may be made by check
mailed to the address of the Person entitled thereto as it appears in the
related Security Register. (Sections 301, 305, 306, 307 and 1102)
No Debt Security shall be entitled to any benefit under the applicable
Indenture or be valid or obligatory for any purpose unless there appears on
such Debt Security a certificate of authentication substantially in the form
provided for in such Indenture duly executed by the applicable Trustee by
manual signature of one of its authorized officers, and such certificate upon
any Debt Security shall be conclusive evidence, and the only evidence, that
such Debt Security has been duly authenticated and delivered under such
Indenture and is entitled to the benefits of such Indenture. (Section 203)
EVENTS OF DEFAULT
The Company Indenture provides that the following shall constitute "Events of
Default" with respect to any series of Company Debt Securities thereunder: (i)
default in payment of principal of (or premium, if any, on) any Company Debt
Security of such series at Maturity; (ii) default for 30 days in payment of
interest on any Company Debt Security of such series when due; (iii) default in
the deposit of any sinking fund payment on any Company Debt Security of such
series when due; (iv) default in the performance or breach of any
10
other covenant or warranty of the Company in the Company Indenture or the
Company Debt Securities, continued for 60 days after written notice thereof by
the Company Trustee or the Holders of at least 25% in aggregate principal
amount of the Company Debt Securities of such series at the time outstanding;
(v) default resulting in acceleration of maturity of any other indebtedness for
borrowed money of the Company or any direct or indirect subsidiary of the
Company in an amount in excess of $10,000,000 and such acceleration shall not
be rescinded or annulled for a period of 10 days after written notice thereof
by the Company Trustee or the Holders of at least 25% in aggregate principal
amount of the Company Debt Securities of such series at the time outstanding;
(vi) certain events of bankruptcy, insolvency or reorganization; and (vii) any
other Event of Default provided with respect to such series of Company Debt
Securities. (Section 601) No Event of Default with respect to a particular
series of Company Debt Securities issued under the Company Indenture
necessarily constitutes an Event of Default with respect to any other series of
Company Debt Securities issued thereunder. "Maturity," when used with respect
to any Debt Security, means the date on which the principal of such Debt
Security becomes due and payable as provided in such Debt Security or in the
applicable Indenture, whether at the Stated Maturity or by declaration of
acceleration, notice of redemption, notice of option to elect repayment or
otherwise. "Stated Maturity," when used with respect to any Debt Security or
any installment of principal thereof or interest thereon, means the date
specified in such Debt Security as the fixed date on which the principal of
such Debt Security or such installment of principal or interest is due and
payable.
The CFC Indenture provides that the following shall constitute "Events of
Default" with respect to any series of CFC Debt Securities thereunder: (i)
default in payment of principal of (or premium, if any, on) any CFC Debt
Security of such series at Maturity; (ii) default for 30 days in payment of
interest on any CFC Debt Security of such series when due; (iii) default in the
deposit of any sinking fund payment on any CFC Debt Security of such series
when due; (iv) default in the performance or breach of any other covenant or
warranty of CFC or the Guarantor in the CFC Indenture, the CFC Debt Securities
or the related Guarantees, continued for 60 days after written notice thereof
by the CFC Trustee or the Holders of at least 25% in aggregate principal amount
of the CFC Debt Securities of such series at the time outstanding; (v) default
resulting in acceleration of maturity of any other indebtedness for borrowed
money of CFC, the Guarantor or any direct or indirect subsidiary of the
Guarantor in an amount in excess of $10,000,000 and such acceleration shall not
be rescinded or annulled for a period of 10 days after written notice thereof
by the CFC Trustee or the Holders of at least 25% in aggregate principal amount
of the CFC Debt Securities of such series at the time outstanding; (vi) certain
events of bankruptcy, insolvency or reorganization; and (vii) any other Event
of Default provided with respect to such series of CFC Debt Securities.
(Section 601) No Event of Default with respect to a particular series of CFC
Debt Securities issued under the CFC Indenture necessarily constitutes an Event
of Default with respect to any other series of CFC Debt Securities issued
thereunder.
Each Indenture provides that if an Event of Default specified therein shall
occur and be continuing, either the applicable Trustee or the Holders of at
least 25% in aggregate principal amount of the Debt Securities of such series
then outstanding may declare the principal amount of the Debt Securities of
such series (or, in the case of Original Issue Discount Securities, such other
amount, if any, as provided for in the terms of such Original Issue Discount
Securities) to be due and payable immediately upon written notice thereof to
the Company, and, in the case of the CFC Indenture, CFC. In certain cases, the
Holders of a majority in aggregate principal amount of the outstanding Debt
Securities of any such series may, on behalf of the Holders of all such Debt
Securities, rescind and annul such declaration of acceleration. (Section 602)
"Original Issue Discount Security" means, except as otherwise defined in a Debt
Security, any Debt Security which is issued with original issue discount within
the meaning of Section 1273(a) of the Internal Revenue Code of 1986, as
amended, and the regulations thereunder.
Each Indenture contains a provision entitling the applicable Trustee, subject
to the duty of such Trustee during default under any series of Debt Securities
to act with the required standard of care, to be indemnified by the Holders of
the Debt Securities of such series before proceeding to exercise any right or
power under
11
such Indenture with respect to such series at the request of such Holders.
(Sections 701, 703) Each Indenture provides that no Holders of Debt Securities
of any series issued thereunder may institute any proceedings, judicial or
otherwise, to enforce such Indenture except in the case of failure of the
applicable Trustee thereunder, for 60 days, to act after it has received a
written request to enforce such Indenture by the Holders of at least 25% in
aggregate principal amount of the then outstanding Debt Securities of such
series, and an offer of reasonable indemnity. (Section 607) This provision will
not prevent any Holder of Debt Securities from enforcing payment of the
principal thereof, premium, if any, and interest thereon at the respective due
dates thereof. (Section 608) The Holders of a majority in aggregate principal
amount of the Debt Securities of any series issued under either Indenture then
outstanding may direct the time, method and place of conducting any proceeding
for any remedy available to the applicable Trustee or exercising any trust or
power conferred on it with respect to the Debt Securities of such series. Such
Trustee may, however, refuse to follow any direction that it determines may not
lawfully be taken or would be illegal or in conflict with such Indenture or
involve it in personal liability or which would be unjustly prejudicial to
Holders of the Debt Securities of such series not joining therein. (Section
612)
Each Indenture provides that the applicable Trustee will, within 90 days
after the occurrence of a default with respect to any series of Debt Securities
issued thereunder, give to the Holders thereof notice of such default, unless
such default has been cured or waived. Except in the case of a default in the
payment of principal of, or premium, if any, or interest on any Debt Securities
or payment of any sinking fund installment, each Trustee shall be protected in
the withholding of such notice if it determines in good faith that the
withholding of such notice is in the interest of the Holders of the Debt
Securities of such series. (Section 702)
The Company and, in the case of the CFC Debt Securities, CFC will be required
to file with each Trustee annually an Officers' Certificate as to the absence
of certain defaults under the terms of the applicable Indenture. (Section 1105)
MODIFICATION AND WAIVER
Modifications of and amendments to each Indenture may be made by the Company
and, in the case of the CFC Indenture, CFC, and the applicable Trustee with the
consent of the Holders of a majority in aggregate principal amount of the
outstanding Debt Securities of each series affected by such modification or
amendment; provided, however, that no such modification or amendment may,
without the consent of the Holder of each outstanding Debt Security affected
thereby: (i) except as otherwise permitted in such Indenture in connection with
Debt Securities for which the Stated Maturity is extendible, change the Stated
Maturity of the principal of, or any installment of interest on, such Debt
Security; (ii) reduce the principal amount of, or any premium or, except as
otherwise permitted in such Indenture in connection with Debt Securities for
which the interest rate may be reset, interest on, such Debt Security payable
upon redemption or repayment thereof; (iii) reduce the amount of the principal
of an Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof; (iv) adversely affect the
right of repayment at the option of a Holder of such Debt Security; (v) reduce
the amount of, or postpone the date fixed for, any payment under any sinking
fund or analogous provisions of such Debt Security; (vi) change the place or
currency or currency unit of payment of the principal of, premium, if any, or
interest on such Debt Security; (vii) change or eliminate the rights of a
Holder to receive payment in a designated currency; (viii) impair the right to
institute suit for the enforcement of any required payment on or with respect
to such Debt Security; (ix) reduce the percentage of the aggregate principal
amount of the outstanding Debt Securities of any series the consent of whose
Holders is required for modification or amendment of such Indenture, for waiver
of compliance with certain provisions of such Indenture, or for waiver of
certain defaults; (x) modify any of the provisions of Section 613 (described
below) except to increase such percentage or to provide that certain other
provisions of such Indenture cannot be modified or waived without the consent
of the Holder of each outstanding Debt Security affected thereby; or (xi) in
the case of the CFC Indenture, modify or affect the terms and conditions of the
related Guarantees in a manner adverse to the interests of the Holders of the
CFC Debt Securities.
12
Each Indenture also contains provisions permitting the Company and, in the
case of the CFC Indenture, CFC, and the applicable Trustee, without the consent
of any Holders of Debt Securities under such Indenture, to enter into
supplemental indentures, in form satisfactory to such Trustee, for any of the
following purposes: (i) to evidence the succession of another corporation to
the Company or, in the case of the CFC Indenture, CFC or the Guarantor and the
assumption by such successor of the obligations and covenants of the Company
or, in the case of the CFC Indenture, CFC or the Guarantor contained in such
Indenture and in the Debt Securities and, in the case of the CFC Indenture, the
related Guarantees, as the case may be; (ii) to add to the covenants of the
Company or, in the case of the CFC Indenture, CFC or the Guarantor, for the
benefit of the Holders of all or any series of Debt Securities issued under
such Indenture (and if such covenants are to be for the benefit of less than
all series of Debt Securities issued under such Indenture, stating that such
covenants are expressly being included solely for the benefit of such series),
or to surrender any right or power herein conferred upon the Company or, in the
case of the CFC Indenture, CFC or the Guarantor; (iii) to add any additional
Events of Default (and if such Events of Default are to be applicable to less
than all series of Debt Securities issued under such Indenture, stating that
such Events of Default are expressly being included solely to be applicable to
such series); (iv) to add or change any of the provisions of such Indenture to
such extent as shall be necessary to permit or facilitate the issuance of Debt
Securities in bearer form, registrable or not registrable as to principal, and
with or without interest coupons; (v) to change or eliminate any of the
provisions of such Indenture, provided that any such change or elimination
shall become effective only when there is no Debt Security outstanding of any
series created prior to the execution of such supplemental indenture which is
entitled to the benefit of such provision; (vi) to establish the form or terms
of Debt Securities of any series as otherwise permitted by such Indenture;
(vii) to evidence and provide for the acceptance of appointment under such
Indenture by a successor Trustee with respect to the Debt Securities of one or
more series issued under such Indenture and to add to or change any of the
provisions of such Indenture as shall be necessary to provide for or facilitate
the administration of the trusts thereunder by more than one Trustee, pursuant
to the requirements of such Indenture; (viii) to secure the Debt Securities
issued under such Indenture; (ix) to cure any ambiguity, to correct or
supplement any provision in such Indenture which may be defective or
inconsistent with any other provision of such Indenture, or to make any other
provisions with respect to matters or questions arising under such Indenture
which shall not be inconsistent with any provision of such Indenture, provided
such other provisions shall not adversely affect the interests of the Holders
of Debt Securities of any series issued under such Indenture in any material
respect; (x) to modify, eliminate or add to the provisions of such Indenture to
such extent as shall be necessary to effect the qualification of such Indenture
under the TIA or under any similar federal statute subsequently enacted and to
add to such Indenture such other provisions as may be expressly required under
the TIA; or (xi) in the case of the CFC Indenture, to effect the assumption, by
the Guarantor or a Subsidiary thereof, of the payment obligations with respect
to the CFC Debt Securities and of the performance of every covenant of the CFC
Indenture on the part of CFC to be performed or observed. (Section 1001)
The Holders of a majority in aggregate principal amount of the outstanding
Debt Securities of each series may, on behalf of all Holders of Debt Securities
of that series, waive any past default under the applicable Indenture with
respect to Debt Securities of that series except a default in the payment of
the principal of, (or premium, if any) or interest on, any Debt Security of
that series and except a default in respect of a covenant or provision the
modification or amendment of which would require the consent of the Holder of
each outstanding Debt Security of the affected series. (Section 613)
CONVERSION AND EXCHANGE RIGHTS
The terms and conditions, if any, upon which the Debt Securities of any
series are convertible into or exchangeable for Common Stock or Preferred Stock
will be set forth in the applicable Prospectus Supplement relating thereto.
Such terms will include whether such Debt Securities are convertible into or
exchangeable for Common Stock or Preferred Stock, the conversion or exchange
price (or manner of calculation thereof), the conversion period, provisions as
to whether conversion will be at the option of the Holders thereof or the
Company or CFC, as the case may be, the events requiring an adjustment of the
conversion or exchange price and provisions affecting conversion or exchange in
the event of the redemption of such Debt Securities.
13
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more global securities ("Global Securities") that will be
deposited with, or on behalf of, a depositary (the "Depositary") identified in
the Prospectus Supplement relating to such series. Global Securities may be
issued in either registered or bearer form and in either temporary or
permanent form. Unless and until it is exchanged in whole or in part for
individual certificates evidencing Debt Securities in definitive form
represented thereby, a Global Security may not be transferred except as a
whole by the Depositary for such Global Security to a nominee of such
Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a
successor of such Depositary or a nominee of such successor.
The specific terms of the depositary arrangement with respect to a series of
Debt Securities will be described in the Prospectus Supplement relating to
such series.
CONSOLIDATION, MERGER AND TRANSFER OF ASSETS
Under the Company Indenture, the Company may not consolidate with or merge
into any corporation, or transfer its assets substantially as an entirety to
any Person, unless: (i) the successor corporation or transferee assumes the
Company's obligations on the Company Debt Securities and under the Company
Indenture; (ii) after giving effect to the transaction, no Event of Default
and no event which, after notice or lapse of time or both, would become an
Event of Default shall have occurred and be continuing; and (iii) certain
other conditions are met. (Section 901)
Under the CFC Indenture, neither CFC nor the Guarantor may consolidate with
or merge into any corporation, or transfer its assets substantially as an
entirety to any Person, unless: (i) the successor corporation or transferee
assumes the Company's or the Guarantor's obligations on the Debt Securities or
the related Guarantees, as the case may be, and under the CFC Indenture, and
in the case of a consolidation or merger of CFC, the Guarantor delivers an
affirmation of the continuance of its obligations to the CFC Trustee; (ii)
after giving effect to the transaction, no Event of Default and no event
which, after notice or lapse of time or both, would become an Event of Default
shall have occurred and be continuing; and (iii) certain other conditions are
met. (Sections 901 and 903)
SATISFACTION, DISCHARGE AND DEFEASANCE
Each Indenture, with respect to any series of Debt Securities (except for
certain specified surviving obligations, including (A) any rights of
registration of transfer and exchange and (B) rights to receive the principal,
premium, if any, and interest on the Debt Securities) will be discharged and
cancelled upon the satisfaction of certain conditions, including the
following: (i) all Debt Securities of such series not theretofore delivered to
the applicable Trustee for cancellation have become due or payable, will
become due and payable at their Stated Maturity within one year, or are to be
called for redemption within one year and (ii) the deposit with such Trustee
of an amount in the Specified Currency sufficient to pay the principal,
premium, if any, and interest to the Maturity of all Debt Securities of such
series. (Section 501)
If so specified in the Prospectus Supplement with respect to Debt Securities
of any series, the Company or CFC, as the case may be, at its option, (i) will
be discharged from any and all obligations in respect of the Debt Securities
of such series (except for certain obligations to register the transfer or
exchange of Debt Securities of such series, replace stolen, lost or mutilated
Debt Securities of such series, maintain certain offices or agencies in each
Place of Payment, and hold moneys for payment in trust), or (ii) will not be
subject to provisions of the applicable Indenture described above under "--
Consolidation, Merger and Transfer of Assets" with respect to the Debt
Securities of such series, in each case if the Company or CFC, as the case may
be, irrevocably deposits with the applicable Trustee, in trust, money or U.S.
Government Obligations (as defined in the applicable Indenture) which through
the payment of interest thereon and principal thereof
14
in accordance with their terms will provide money in an amount sufficient (in
the opinion of independent public accountants) to pay all the principal
(including any mandatory sinking fund payments) of, and premium, if any, and
interest on, the Debt Securities of such series on the dates such payments are
due in accordance with the terms of such Debt Securities. To exercise any such
option, the Company or CFC, as the case may be, is required to deliver to the
applicable Trustee (1) an opinion of counsel to the effect that (a) the deposit
and related defeasance would not cause the Holders of the Debt Securities of
such series to recognize income, gain or loss for Federal income tax purposes,
(b) the Company's exercise of such option will not cause any violation of the
Investment Company Act of 1940, as amended, and (c) if the Debt Securities of
such series are then listed on the New York Stock Exchange, such Debt
Securities would not be delisted as a result of the exercise of such option and
(2) in the case of the Debt Securities of such series being discharged, a
ruling received from or published by the United States Internal Revenue Service
to the effect that the deposit and related defeasance would not cause the
Holders of the Debt Securities of such series to recognize income, gain or loss
for Federal income tax purposes. (Sections 1401 and 1402)
GUARANTEES
The CFC Debt Securities will be unconditionally guaranteed (the "Guarantees")
by the Guarantor as to payment of principal, premium, if any, and interest when
and as the same shall become due and payable, whether at their Stated Maturity
or upon redemption or repayment or otherwise. (Section 401) The Guarantees will
rank pari passu with all other unsecured and unsubordinated obligations of the
Guarantor, including the Company Debt Securities.
The obligations of the Guarantor under the Guarantees will be unconditional
regardless of the enforceability of the CFC Debt Securities or the CFC
Indenture and will not be discharged until all obligations contained in such
CFC Debt Securities and the CFC Indenture are satisfied. Holders of the CFC
Debt Securities may proceed directly against the Guarantor in the event of an
Event of Default with respect to such CFC Debt Securities without first
proceeding against CFC. (Section 401)
Because the Guarantor is a holding company, the rights of its creditors,
including the Holders of the CFC Debt Securities in the event the Guarantees
are enforced, to share in the distribution of the assets of any subsidiary upon
the subsidiary's liquidation or recapitalization will be subject to the prior
claims of the subsidiary's creditors, except to the extent the Guarantor may
itself be a creditor with recognized claims against the subsidiary. See "--
General" above.
CONCERNING THE TRUSTEES
The Bank of New York is the Trustee under each of the Company Indenture and
the CFC Indenture. The Company and CFC maintain banking relationships in the
ordinary course of business with the Trustee. Among other things, The Bank of
New York is a lending bank under CFC's mortgage loan warehousing facility. See
CCI's Notes to Consolidated Financial Statements incorporated by reference
herein.
PLAN OF DISTRIBUTION
The Company or CFC may sell Securities to or through one or more underwriters
or dealers and also may sell Securities directly to institutional investors or
other purchasers, or through agents.
The distribution of the Securities may be effected from time to time in one
or more transactions at a fixed price or prices, which may be changed, or at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
In connection with the sale of Securities, underwriters or agents may receive
compensation from the Company or CFC or from purchasers of Securities for whom
they may act as agents in the form of discounts, concessions or commissions.
Underwriters may sell Securities to or through dealers, and such dealers may
receive compensation in the form of discounts, concessions or commissions from
the underwriters and/or commissions from the purchasers for whom they may act
as agents. Underwriters, dealers and agents that
15
participate in the distribution of Securities may be deemed to be underwriters,
and any discounts or commissions received by them from the Company and any
profit on the resale of Securities by them may be deemed to be underwriting
discounts and commissions, under the Securities Act. Any such underwriter or
agent will be identified, and any such compensation received from the Company
or CFC will be described, in the related Prospectus Supplement.
Under agreements which may be entered into by the Company and/or CFC,
underwriters and agents who participate in the distribution of Securities may
be entitled to indemnification by the Company and CFC against certain
liabilities, including liabilities under the Securities Act.
If so indicated in the related Prospectus Supplement, the Company or CFC will
authorize underwriters or other persons acting as the Company's or CFC's agents
to solicit offers by certain institutions to purchase Securities from the
Company or CFC pursuant to contracts providing for payment and delivery on a
future date. Institutions with which such contracts may be made include
commercial and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions and others, but in all cases
such institutions must be approved by the Company or CFC. The obligations of
any purchaser under any such contract will be subject to the condition that the
purchase of the Securities shall not at the time of delivery be prohibited
under the laws of the jurisdiction to which such purchaser is subject. The
underwriters and such other agents will not have any responsibility in respect
of the validity or performance of such contracts.
Certain of the underwriters or agents and their associates may engage in
transactions with and perform services for the Company, CFC or their respective
affiliates in the ordinary course of their respective businesses.
The Securities may or may not be listed on a national securities exchange
(other than the Common Stock, which is listed on the New York Stock Exchange
and the Pacific Stock Exchange). Any Common Stock sold pursuant to a Prospectus
Supplement will be listed on the New York Stock Exchange and the Pacific Stock
Exchange, subject to official notice of issuance. No assurances can be given
that there will be an active trading market for the Securities.
VALIDITY OF SECURITIES
The validity of the Securities will be passed upon for the Company and CFC by
Fried, Frank, Harris, Shriver & Jacobson, a partnership including professional
corporations, New York, New York. Edwin Heller, whose professional corporation
is a member of Fried, Frank, Harris, Shriver & Jacobson, is a director of the
Company. Brown & Wood, New York, New York will serve as counsel for any
underwriters and agents. Brown & Wood also serves as counsel for CWMBS, Inc., a
wholly owned subsidiary of the Company, in connection with offerings of
mortgage pass-through certificates.
EXPERTS
The consolidated financial statements of the Company incorporated by
reference in this Registration Statement, of which this Prospectus forms a
part, have been audited by Grant Thornton LLP, independent certified public
accountants, for the periods and to the extent indicated in their report
thereon, and have been so incorporated in reliance upon the authority of said
firm as experts in accounting and auditing.
16
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NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR IN ANY PROSPECTUS SUPPLEMENT
IN CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS AND ANY PROSPECTUS
SUPPLEMENT. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS AND ANY PROSPECTUS
SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THOSE TO WHICH THEY
RELATE, IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS OR
ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS NOT BEEN ANY
CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN ANY PROSPECTUS
SUPPLEMENT OR IN THE AFFAIRS OF THE COMPANY OR CFC SINCE THE DATE HEREOF.
----------------
TABLE OF CONTENTS
PAGE
----
Available Information...................................................... 2
Incorporation of Certain Documents
by Reference.............................................................. 2
The Company and CFC........................................................ 3
Use of Proceeds............................................................ 4
Selected Consolidated Financial Data....................................... 5
Description of Capital Stock............................................... 6
Description of Debt Securities and
Guarantees................................................................ 8
Plan of Distribution....................................................... 15
Validity of Securities..................................................... 16
Experts.................................................................... 16
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[LOGO OF COUNTRYWIDE CREDIT INDUSTRIES, INC.]
COMMON STOCK, PREFERRED STOCK AND DEBT SECURITIES
COUNTRYWIDE FUNDING CORPORATION
DEBT SECURITIES
PAYMENT OF PRINCIPAL,
PREMIUM, IF ANY, AND INTEREST
UNCONDITIONALLY GUARANTEED
BY COUNTRYWIDE CREDIT
INDUSTRIES, INC.
--------------
PROSPECTUS
--------------
, 1995
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*
SEC registration fee............................................ $258,621
NYSE listing fee................................................ **
Blue sky fees and expenses...................................... **
Legal fees and expenses......................................... **
Accounting fees and expenses.................................... **
Printing and engraving expenses................................. **
Transfer agent and registrar fees and expenses.................. **
Trustees' fees and expenses..................................... **
Rating agency fees.............................................. **
Miscellaneous................................................... **
--------
Total....................................................... $ **
========
--------
*Except for the SEC registration fee, all of the foregoing expenses have
been estimated.
**To be inserted by amendment.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law provides, in substance,
that Delaware corporations shall have the power, under specified circumstances,
to indemnify their directors, officers, employees and agents in connection with
actions, suits or proceedings brought against them by a third party or in the
right of the corporation, by reason of the fact that they were or are such
directors, officers, employees or agents, against expenses incurred in any such
action, suit or proceeding. The Delaware General Corporation Law also provides
that Delaware corporations may purchase insurance on behalf of any such
director, officer, employee or agent. Sections 722, 723, 725 and 726 of the New
York Business Corporation Law are substantively equivalent to Section 145 of
the Delaware General Corporation Law.
Article SIXTH of the Certificate of Incorporation of the Company provides
that the Company may indemnify its directors and officers to the full extent
permitted by the laws of the State of Delaware. Article VIII of the Company's
Bylaws provides that the Company shall indemnify its directors and officers,
and persons serving as directors and officers of CFC at the request of the
Company, against any threatened, pending or completed action, suit or
proceeding or investigation brought against such directors and officers by
reason of the fact that such persons were such directors or officers, provided
that such persons acted in good faith and in a manner which they reasonably
believed to be in or not opposed to the best interests of the Company; except
that in the case of actions brought by or in the right of the Company to
procure a judgment in its favor, no indemnification is permitted in respect to
any claim, issue or matter as to which any such director or officer shall have
been adjudged to be liable to the Company unless the court in which the action
was brought determines that such person is entitled to indemnification. The
Company's Bylaws further contemplate that the indemnification provisions
permitted thereunder are not exclusive of any other rights to which such
directors and officers are otherwise entitled by means of Bylaw provisions,
agreements, vote of stockholders or disinterested directors or otherwise. The
Company has entered into indemnity agreements with certain of its directors and
executive officers (including the directors and executive officers of CFC),
whereby such individuals are indemnified by the Company up to an aggregate
limit of $5,000,000 for any claims made against such individual based on any
act, omission or breach of duty committed while acting as a director or
officer, except, among other things, cases involving dishonesty or improper
personal benefit. The Company also maintains an insurance policy pursuant to
which its directors and officers (including the directors and executive
officers of CFC) are insured against certain liabilities which might arise out
of their relationship with the Company as directors and officers.
II-1
Article SEVENTH of the Certificate of Incorporation provides that a director
of the Company shall have no personal liability to the Company or its
stockholders for monetary damages for breach of his fiduciary duty of care as a
director to the full extent permitted by the Delaware General Corporation Law,
as it may be amended from time to time.
ITEM 16. EXHIBITS
1.1 --Form of Purchase Agreement (for equity securities of the
Company)*
1.2 --Form of Purchase Agreement (for debt securities of the
Company)*
1.3 --Form of Selling Agency Agreement (for debt securities of
CFC)*
4.1 --Specimen Certificate of the Company's Common Stock (in-
corporated by reference to Exhibit 4.2 to the Company's
Current Report on Form 8-K dated February 6, 1987)
4.2 --Certificate of Amendment of Restated Certificate of In-
corporation of the Company (incorporated by reference to
Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q
dated August 31, 1987)
4.3 --Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 4.2 to the
Company's Quarterly Report on Form 10-Q dated August 31,
1987)
4.4 --Bylaws of the Company, as amended and restated (incorpo-
rated by reference to the Company's Current Report on
Form 8-K dated February 10, 1988)
4.5 --Rights Agreement, dated as of February 10, 1988, between
the Company and Bank of America NT & SA, as Rights Agent
(incorporated by reference to Exhibit 4 to the Company's
Form 8-A filed on February 12, 1988)
4.6 --Amendment No. 1 to Rights Agreement, dated as of March
24, 1992, between the Company and Bank of America
NT & SA, as Rights Agent (incorporated by reference in
Exhibit 1 to the Company's Form 8 filed on March 27, 1992)
4.7 --Form of Indenture between the Company and The Bank of
New York, as trustee*
4.8 --Indenture, dated as of January 1, 1992, among CFC, the
Guarantor and The Bank of New York, as trustee (incorpo-
rated by reference to Exhibit 4.1 to the Registration
Statement on Form S-3 of CFC and the Guarantor (File Nos.
33-50661 and 33-50661-01) filed on October 19, 1993)
4.9 --Form of Supplemental Indenture No. 1, dated as of
, 1995, to the Indenture, dated as of January 1, 1992,
among CFC, the Guarantor and The Bank of New York, as
trustee*
4.10 --Form of Fixed Rate Medium-Term Note*
4.11 --Form of Floating Rate Medium-Term Note*
5.1 --Opinion of Fried, Frank, Harris, Shriver & Jacobson,
counsel to the Company and CFC, as to the legality of the
securities being offered*
12.1 --Statement regarding computation of ratio of earnings to
fixed charges (incorporated by reference to Exhibit 12.1
to the Company's Annual Report on Form 10-K dated
February 28, 1995)
12.2 --Statement regarding computation of ratio of earnings to
net fixed charges (incorporated by reference to Exhibit
12.2 to the Company's Annual Report on Form 10-K dated
February 28, 1995)
II-2
23.1 --Consent of Grant Thornton LLP
23.2 --Consent of Fried, Frank, Harris, Shriver & Jacobson (in-
cluded in Exhibit 5.1)*
24 --Powers of Attorney for the Company and CFC relating to
subsequent amendments (included on pages II-5 and II-6 of
the Registration Statement)
25.1 --Form T-1 Statement of Eligibility Under Trust Indenture
Act of 1939 of The Bank of New York (separately bound)
25.2 --Form T-1 Statement of Eligibility Under Trust Indenture
Act of 1939 of The Bank of New York (separately bound)*
--------
*To be filed by amendment.
ITEM 17. UNDERTAKINGS
(a) The undersigned Company and CFC (the "Registrants") hereby undertake:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs (1) (i)
and (ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrants pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) Each of the undersigned Registrants hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrants pursuant to the provisions permitted under Item 15 above or
otherwise, the Registrants have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrants of expenses incurred or
paid by a director, officer or controlling person of the
II-3
Registrants in the successful defense of any action, suit or proceeding) is
asserted against the Registrants by such director, officer or controlling
person in connection with the securities being registered hereby, the
Registrants will, unless in the opinion of their counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by them is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
(d) Each of the undersigned Registrants hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrants pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act of 1933 shall be deemed to be part
of this Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(e) Each of the undersigned Registrants hereby undertakes to file an
application for the purpose of determining the eligibility of the Company
Trustee to act under subsection (a) of Section 310 of the Trust Indenture Act
in accordance with the rules and regulations prescribed by the Commission under
Section 305(b)(2) of the Trust Indenture Act.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Countrywide
Credit Industries, Inc. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and it has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Pasadena, State of
California, on the 23rd day of May, 1995.
COUNTRYWIDE CREDIT INDUSTRIES, INC.
By: /s/ David S. Loeb
-------------------------------------
David S. Loeb
Chairman of the Board of Directors
and President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David S. Loeb, Angelo R. Mozilo, Stanford L.
Kurland and Carlos M. Garcia, and each of them, his true and lawful attorneys-
in-fact and agents, with full power of substitution and resubstitution, for and
in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as might or could be done in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ David S. Loeb Chairman of the Board of May 23, 1995
____________________________________ Directors and President
DAVID S. LOEB (Principal Executive
Officer); Director
/s/ Angelo R. Mozilo Executive Vice President and May 23, 1995
____________________________________ Vice Chairman of the Board
ANGELO R. MOZILO of Directors; Director
/s/ Carlos M. Garcia Managing Director--Finance, May 23, 1995
____________________________________ Chief Financial Officer and
CARLOS M. GARCIA Chief Accounting Officer
(Principal Financial and
Accounting Officer)
/s/ Robert J. Donato Director May 23, 1995
____________________________________
ROBERT J. DONATO
/s/ Ben M. Enis Director May 23, 1995
____________________________________
BEN M. ENIS
/s/ Edwin Heller Director May 23, 1995
____________________________________
EDWIN HELLER
/s/ Harley W. Snyder Director May 23, 1995
____________________________________
HARLEY W. SNYDER
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Countrywide
Funding Corporation certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and it has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Pasadena, State of California, on the
23rd day of May, 1995.
COUNTRYWIDE FUNDING CORPORATION
By: /s/ Angelo R. Mozilo
-------------------------------------
Angelo R. Mozilo
Chairman of the Board of Directors
and President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David S. Loeb, Angelo R. Mozilo, Stanford L.
Kurland and Carlos M. Garcia and each of them, his true and lawful attorneys-
in-fact and agents, with full power of substitution and resubstitution, for and
in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as might or could be done in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ David S. Loeb Director May 23, 1995
____________________________________
DAVID S. LOEB
/s/ Angelo R. Mozilo Chairman of the Board of May 23, 1995
____________________________________ Directors and Chief
ANGELO R. MOZILO Executive Officer (Principal
Executive Officer); Director
/s/ Stanford L. Kurland President and Chief May 23, 1995
____________________________________ Operating Officer; Director
STANFORD L. KURLAND
/s/ Thomas K. McLaughlin Executive Vice President and May 23, 1995
____________________________________ Chief Financial Officer
THOMAS K. MCLAUGHLIN (Principal Financial and
Accounting Officer)
II-6
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
------- -----------
1.1 --Form of Purchase Agreement (for equity securities of the Company)*
1.2 --Form of Purchase Agreement (for debt securities of the Company)*
1.3 --Form of Selling Agency Agreement (for debt securities of CFC)*
4.1 --Specimen Certificate of the Company's Common Stock (incorpo-
rated by reference to Exhibit 4.2 to the Company's Current Re-
port on Form 8-K dated February 6, 1987)
4.2 --Certificate of Amendment of Restated Certificate of Incorpora-
tion of the Company (incorporated by reference to Exhibit 4.1
to the Company's Quarterly Report on Form 10-Q dated August 31, 1987)
4.3 --Restated Certificate of Incorporation of the Company (incorpo-
rated by reference to Exhibit 4.2 to the Company's Quarterly
Report on Form 10-Q dated August 31, 1987)
4.4 --Bylaws of the Company, as amended and restated (incorporated
by reference to the Company's Current Report on Form 8-K dated
February 10, 1988)
4.5 --Rights Agreement, dated as of February 10, 1988, between the
Company and Bank of America NT & SA, as Rights Agent (incorpo-
rated by reference to Exhibit 4 to the Company's Form
8-A filed on February 12, 1988)
4.6 --Amendment No. 1 to Rights Agreement, dated as of March 24,
1992, between the Company and Bank of America NT & SA, as
Rights Agent (incorporated by reference to Exhibit 1 in the
Company's Form 8 filed on March 27, 1992)
4.7 --Form of Indenture between the Company and The Bank of New
York, as trustee*
4.8 --Indenture, dated as of January 1, 1992, among CFC, the Guaran-
tor and The Bank of New York, as trustee (incorporated by ref-
erence to Exhibit 4.1 to the Registration Statement on Form S-3
of CFC and the Guarantor (File Nos. 33-50661 and 33-50661-01)
filed on October 19, 1993)
4.9 --Form of Supplemental Indenture No. 1, dated as of ,
1995, to the Indenture, dated as of January 1, 1992, among CFC,
the Guarantor and The Bank of New York, as trustee*
4.10 --Form of Fixed Rate Medium-Term Note*
4.11 --Form of Floating Rate Medium-Term Note*
5.1 --Opinion of Fried, Frank, Harris, Shriver & Jacobson, counsel
to the Company and CFC, as to the legality of the securities
being offered*
12.1 --Statement regarding computation of ratio of earnings to fixed
charges (incorporated by reference to Exhibit 12.1 to the
Company's Annual Report on Form 10-K dated February 28, 1995)
12.2 --Statement regarding computation of ratio of earnings to net
fixed charges (incorporated by reference to Exhibit 12.2 to the
Company's Annual Report on Form 10-K dated February 28, 1995)
23.1 --Consent of Grant Thornton LLP
23.2 --Consent of Fried, Frank, Harris, Shriver & Jacobson (included
in Exhibit 5.1)
24 --Powers of Attorney for the Company and CFC relating to subse-
quent amendments (included on pages II-5 and II-6 of the Regis-
tration Statement)
25.1 --Form T-1 Statement of Eligibility Under Trust Indenture Act of
1939 of The Bank of New York (separately bound)
25.2 --Form T-1 Statement of Eligibility Under Trust Indenture Act of
1939 of The Bank of New York (separately bound)*
-------
*To be filed by amendment.
EX-25.1
2
STATEMENT OF ELIGIBILITY
EXHIBIT 25.1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
TRUSTEE PURSUANT TO SECTION 305(b)(2) ____________
______________________
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(Jurisdiction of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
48 Wall Street, New York, New York 10286
(Address of principal executive offices) (Zip Code)
COUNTRYWIDE FUNDING CORPORATION
(Exact name of obligor as specified in its charter)
New York 13-2631719
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
155 North Lake Avenue
Pasadena, CA 91101-1857
(Address of principal executive offices) (Zip Code)
_________________________
COUNTRYWIDE CREDIT INDUSTRIES, INC.
(Exact name of obligor as specified in its charter)
Delaware 13-2641992
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
155 North Lake Avenue
Pasadena, CA 91101-1857
(Address of principal executive offices) (Zip Code)
_______________________
Debt Securities
(Title of the indenture securities)
GENERAL
ITEM 1. General Information.
Furnish the following information as to the Trustee:
(a) Name and address of each examining or supervising authority
to which it is subject.
Superintendent of Banks of the State of 2 Rector Street, New York, N.Y. 10006,
New York and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20549
New York Clearing House Association New York, N.Y.
(b) Whether it is authorized to exercise corporate trust powers:
Yes.
ITEM 2. Affiliations with Obligor
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None. (See Note on page 2.)
_____________________________
ITEM 16. List of Exhibits:
Exhibits identified in parentheses below, on file with the Commission,
are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-
29 under the Trust Indenture Act of 1939 (the "Act") and Rule 24 of the
Commission's Rules of Practice.
1. - A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (See Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
to Form T-1 filed with Registration Statement No. 33-29637.)
4. - A copy of the existing By-laws of the Trustee. (See Exhibit 4 to
Form T-1 filed with Registration Statement No. 33-31019.)
6. - The consent of the Trustee required by Section 321(b) of the Act.
(See Exhibit 6 to Form T-1, Registration Statement No. 33-44051.)
7. - A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority. (See Exhibit 7 to Form T-1, Registration Statement
No. 33-55379.)
1
NOTE
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Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base responsive answer to Item 2, the answer to
said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.
___________________________
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a
corporation organized and existing under the laws of the State of New York, has
duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 18th day of May, 1995.
The Bank of New York
By: /s/ Vivian Georges
__________________
Vivian Georges
Assistant Vice President
2
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31,
1994, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
Dollar Amount
ASSETS in Thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin......... $ 2,715,471
Interest-bearing balances.................................. 853,709
Securities:
Held-to-maturity securities................................ 1,346,480
Available-for-sale securities.............................. 1,564,425
Federal funds sold in domestic offices of the bank........... 5,557,770
Loans and lease financing receivables:
Loans and leases, net of unearned income........ 24,091,702
LESS: Allowance for loan and lease losses....... 581,958
LESS: Allocated transfer risk reserve........... 31,502
Loans and leases, net of unearned income,
allowance, and reserve................................... 23,478,242
Assets held in trading accounts.............................. 746,396
Premises and fixed assets (including capitalized leases)..... 624,567
Other real estate owned...................................... 46,570
Investments in unconsolidated subsidiaries and associated
companies.................................................. 181,905
Customers' liability to this bank on acceptances outstanding. 794,339
Intangible assets............................................ 77,527
Other assets................................................. 1,300,004
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Total assets................................................. $39,287,405
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LIABILITIES
Deposits:
In domestic offices........................................ $18,681,498
Noninterest-bearing............................. 7,230,562
Interest-bearing................................ 11,450,936
In foreign offices, Edge and Agreement subsidiaries,
and IBFs................................................. 10,611,477
Noninterest-bearing............................. 69,012
Interest-bearing................................ 10,542,465
Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and of its
Edge and Agreement subsidiaries, and in IBFs:
Federal funds purchased..................................... 1,033,228
Securities sold under agreements to repurchase.............. 31,875
Demand notes issued to the U.S. Treasury...................... 141,663
Trading liabilities........................................... 562,071
Other borrowed money:
With original maturity of one year or less.................. 1,576,410
With original maturity of more than one year................ 243,955
Bank's liability on acceptances executed and outstanding...... 796,534
Subordinated notes and debentures............................. 1,056,320
Other liabilities............................................. 1,490,732
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Total liabilities............................................. 36,225,763
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EQUITY CAPITAL
Common stock.................................................. 942,284
Surplus....................................................... 525,666
Undivided profits and capital reserves........................ 1,654,282
Net unrealized holding gains (losses) on available-for-sale
securities.................................................. (54,920)
Cumulative foreign currency translation adjustments........... (5,670)
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Total equity capital.......................................... 3,061,642
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Total liabilities and equity capital.......................... $39,287,405
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I, Robert E. Keilman, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Robert E. Keilman
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
J. Carter Bacot )
Alan R. Griffith ) Directors
Thomas A. Renyi )
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Reprinted from American Banker February 22, 1995
EX-23.1
3
CONSENT OF GRANT THORNTORN LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated April 18, 1995, accompanying the consolidated
financial statements and schedules of Countrywide Credit Industries, Inc. and
Subsidiaries appearing in the Annual Report on Form 10-K for the year ended
February 28, 1995, which is incorporated by reference in this Registration
Statement and Prospectus. We consent to the incorporation by reference in the
Registration Statement and Prospectus of the aforementioned report and to the
use of our name as it appears under the caption "Experts."
GRANT THORNTON LLP
Los Angeles, California
May 23, 1995