-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WOFSV4gDxOWYFTElBGFbjvzrZpY694eSpJQ90a0stMVxPXRkIigCi9PRjYSmKuoa w/7G0tTcv9Y4a5WHJjGphQ== 0000882377-96-000048.txt : 19960523 0000882377-96-000048.hdr.sgml : 19960523 ACCESSION NUMBER: 0000882377-96-000048 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960522 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN PACIFIC SECURED ASSETS CORP CENTRAL INDEX KEY: 0000944743 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 330659688 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-03197 FILM NUMBER: 96571226 BUSINESS ADDRESS: STREET 1: 1 CENTER POINT DRIVE SUITE 500 CITY: LAKE OSWEGO STATE: OR ZIP: 97035 BUSINESS PHONE: 5036844700 MAIL ADDRESS: STREET 1: ONE CENTERPOINTE DRIVE SUITE 500 CITY: LAKE OSWEGO STATE: OR ZIP: 97035 POS AM 1 POST-EFFECTIVE AMENDMENT TO S-3 Registration No. 333-3197 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ---------------- SOUTHERN PACIFIC SECURED ASSETS CORP. (Exact name of Registrant as specified in its Charter) California (State of Incorporation) 33-0659688 (I.R.S. Employer Identification Number) One Centerpointe Drive, Suite 500 Lake Oswego, Oregon 97035 503-684-4700 (Address and telephone number of Registrant's principal executive offices) Barney Guy Southern Pacific Secured Assets Corp. One Centerpointe Drive, Suite 500 Lake Oswego, Oregon 97035 503-684-4700 (Name, address and telephone number of agent for service) ---------------- Copies to: Paul D. Tvetenstrand, Esq. Thacher Proffitt & Wood Two World Trade Center New York, New York 10048 Approximate date of commencement of proposed sale to the public: From time to time on or after the effective date of this Registration Statement, as determined by market conditions. 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, please check the following box. /X/ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / /
CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------------- PROPOSED PROPOSED MAXIMUM MAXIMUM AMOUNT OFFERING AGGREGATE AMOUNT OF TO BE REGISTERED PRICE OFFERING REGISTRATION TITLE OF SECURITIES BEING REGISTERED (1) PER UNIT (2) PRICE (2) FEE (1) - ------------------------------------------------------------------------------------------------------------------------------- Pass-Through Certificates, issued in $500,000,000 100% $500,000,000 $0 series - -------------------------------------------------------------------------------------------------------------------------------
(1) $196,463,000.00 aggregate principal amount of Mortgage Pass-Through Certificates registered by the Registrant under Registration Statement No. 33-96270 referred to below and not previously sold are consolidated in this Registration Statement pursuant to Rule 429. All registration fees in connection with such unsold amount of Mortgage Pass-Through Certificates have been previously paid by the Registrant under the foregoing Registration Statements. Accordingly, the total amount registered under the Registration Statement as so consolidated as of the date of this filing is $696,463,000.00 (2) No additional registration fees in connection with $500,000.000 aggregate principal amount of Mortgage-Pass Through Certificates shall be paid by the Registrant as such fees were paid in connection with the original filing on May 6, 1996. -------------------------- The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant 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. Pursuant to Rule 429 of the Securities Act of 1933, the prospectus which is part of this Registration Statement is a combined prospectus and includes all the information currently required in a prospectus relating to the securities Covered by Registration Statement No. 33-96270 previously filed by the Registrant. This Registration Statement which related to $696,463,000 aggregate principal amount of Mortgage Pass-Through Certificates, constitutes Post-Effective Amendment No. 1 to Registration Statement 33-96270. PART II INFORMATION NOT REQUIRED IN PROSPECTUS OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION (ITEM 14 OF FORM S-3). The expenses expected to be incurred in connection with the issuance and distribution of the Certificates being registered, other than underwriting compensation, are as set forth below. All such expenses, except for the filing fee, are estimated. Filing Fee for Registration Statement.......................$ 172,414 Legal Fees and Expenses..................................... 445,000 Accounting Fees and Expenses................................ 156,250 Trustee's Fees and Expenses (including counsel fees)............................. 75,000 Printing and Engraving Fees................................. 93,750 Rating Agency Fees.......................................... 187,500 Miscellaneous............................................... 12,500 ---------- Total .....................................................$1,142,415 ========== INDEMNIFICATION OF DIRECTORS AND OFFICERS (ITEM 15 OF FORM S-3). The Pooling and Servicing Agreements will provide that no director, officer, employee or agent of the Registrant is liable to the Trust Fund or the Certificateholders, except for such person's own willful misfeasance, bad faith or gross negligence in the performance of duties or reckless disregard of obligations and duties. The Pooling and Servicing Agreements will further provide that, with the exceptions stated above, a director, officer, employee or agent of the Registrant is entitled to be indemnified against any loss, liability or expense incurred in connection with legal action relating to such Pooling and Servicing Agreements and related Certificates other than such expenses related to particular Mortgage Loans. Any underwriters who execute an Underwriting Agreement in the form filed as Exhibit 1.1 to this Registration Statement will agree to indemnify the Registrant's directors and its officers who signed this Registration Statement against certain liabilities which might arise under the Securities Act of 1933 from certain information furnished to the Registrant by or on behalf of such indemnifying party. Section 317 of the California Corporations Code allows for the indemnification of officers, directors and other corporate agents in terms sufficiently broad to indemnify such persons under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended (the "Act"). Article VI of the Registrant's Amended and Restated Articles of Incorporation (Exhibit 3.1 hereto) and Article XI of the Registrants Restated Bylaws (Exhibit 3.2 hereto) provide for indemnification of the Registrant's directors, officers, employees and other agents to the extent and under the -2- circumstances permitted by the California Corporations Code. The Registrant has also entered into agreements with its directs and executive officers that would require the Registrant, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors to the fullest extent not prohibited by law. EXHIBITS (ITEM 16 OF FORM S-3). Exhibits-- * 1.1 -- Form of Underwriting Agreement. * 3.1 -- Amended and Restated Articles of Incorporation. * 3.2 -- Restated By-Laws. * 4.1 -- Form of Pooling and Servicing Agreement for an offering of Mortgage Pass-Through Certificates consisting of senior and subordinate certificate classes. * 4.2 -- Form of Pooling and Servicing Agreement for alternate forms of credit support (single class). * 5.1 -- Opinion of Thacher Proffitt & Wood with respect to legality. * 8.1 -- Opinion of Thacher Proffitt & Wood with respect to certain tax matters (included with Exhibit 5.1). * 23.1 -- Consent of Thacher Proffitt & Wood (included as part of Exhibit 5.1 and Exhibit 8.1). * 24.1 -- Power of Attorney. 24.2 -- Power of Attorney. - ----------------- * Not filed herewith. UNDERTAKINGS (ITEM 17 OF FORM S-3). A. UNDERTAKINGS PURSUANT TO RULE 415. The Registrant hereby undertakes: (a)(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 the 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 the 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 -3- Registration Statement; PROVIDED, HOWEVER, that subparts (i) and (ii) do not apply if the information required to be included in the post-effective amendment by those subparts is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the 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) That, for the purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement 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. (f) To provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser. B. UNDERTAKING IN RESPECT OF INDEMNIFICATION. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Southern Pacific Secured Assets Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3, reasonably believes that the security rating requirement contained in Transaction Requirement B.5 of Form S-3 will be met by the time of the sale of the securities registered hereunder, and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Lake Oswego, State of Oregon, on the 22 day of May, 1996. SOUTHERN PACIFIC SECURED ASSETS CORP. By: /S/ H. Wayne Snavely H. Wayne Snavely Chief Executive Officer and Director Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:
SIGNATURE TITLE DATE * Director, Chairman May 22, 1996 - ------------------------------------------ H. Wayne Snavely of the Board and Chief Executive Officer (Principal Executive Officer) * Director May 22, 1996 - ------------------------------------------ Stephen J. Shugerman * Director and Chief Operating May 22, 1996 - ------------------------------------------ Bernard Guy Officer ** Director and May 22, 1996 - ------------------------------------------ Gary Palmer Chief Financial Officer (Principal Financial and Principal Accounting Officer)
By: /S/ H. WAYNE SNAVELY H. Wayne Snavely *Attorney-in-fact pursuant to a power of attorney filed with Registration Statement No. 33-91756. **Attorney-in-fact pursuant to Exhibit 24.2 filed with this Post-Effective Amendment No. 1 to Registration Statement No. 333-3197. EX-24.2 2 POWER OF ATTORNEY EXHIBIT 24.2 SOUTHERN PACIFIC SECURED ASSETS CORP. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints any of H. Wayne Snavely, Stephen J. Shugerman, Dr. Ivan Barrett, Robert W. Howard, Bernard Guy or Gary Palmer as his true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including his capacity as director and/or officer of Southern Pacific Secured Assets Corp.), to sign any or all amendments (including post-effective amendments) to the Registration Statement on Form S-3, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents 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 and to all intents and purposes as he might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. SIGNATURE TITLE DATE /s/ Gary Palmer Director and Chief May 22, 1996 Gary Palmer Financial Officer (Principal Financial and Principal Accounting Officer) -----END PRIVACY-ENHANCED MESSAGE-----