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Registration No. ________
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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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NATIONAL FINANCIAL AUTO FUNDING TRUST
(Originator of the Trusts Described Herein)
(Exact name of registrant as specified in its charter)
DELAWARE 9999
(State of organization) (Primary Standard Industrial
Classification Code Number)
One Park Place
621 N.W. 53rd Street
Boca Raton, FL 33487
(800) 999-7535
(Address and telephone number of Registrant's principal executive offices)
Gary L. Shapiro
Co-Trustee
National Financial Auto Funding Trust
One Park Place
621 N.W. 53rd Street
Boca Raton, FL 33487
(800) 999-7535
(Name, address and telephone number of agent for service)
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Copies to:
Thomas J. Cassidy, Esq.
Morrison & Foerster LLP
1290 Avenue of the Americas
New York, New York 10104-0050
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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, 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. /X/ 333-28829
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
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum Amount of
Amount to be Offering Price Per Aggregrate Registration Fee
Title of Securities Being Registered Registered Unit(1) Offering Price(1)
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<S> <C> <C> <C> <C>
Automobile Receivables-Backed
Certificates and Automobile Receivables-
Backed Notes, issued in series $14,202,160.00 100% $14,202,160.00 $2,840.43
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(1) Estimated solely for the purpose of calculating the registration fee.
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Explanatory Note
This Registration Statement is being filed pursuant to Rule 462(b) and
General Instruction IV of Form S-3, both promulgated under the Securities Act of
1933, as amended. The contents of Registration Statement No. 333-28829,
including any prospectuses and prospectus supplements filed pursuant thereto in
accordance with Rule 424 promulgated under such Act, are hereby incorporated
herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on the 9th day of
January, 1998. The Registrant reasonably believes that the security rating
requirement set forth in paragraph I.B.5. of the General Instructions to Form
S-3 will be met by the time of sale of each Series of Securities.
NATIONAL FINANCIAL AUTO FUNDING TRUST
By: /s/ Keith B. Stein
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Keith B. Stein
Attorney-in-Fact
Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-3 has been signed by the following persons in the capacities
indicated on January 9, 1998. Each person whose signature to this Registration
Statement appears below hereby constitutes and appoints Keith Stein as his true
and lawful attorney-in-fact and agent, with full power of substitution, to sign
on his behalf individually and in the capacity stated below and to perform any
acts necessary to be done in order to file all amendments and post-effective
amendments to this Registration Statement, any and all instruments or documents
filed as part of or in connection with this Registration Statement or the
amendments thereto and each of the undersigned does hereby ratify and confirm
all that said attorney-in-fact and agent, or his substitutes, shall do or cause
to be done by virtue hereof.
Signature Title
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/s/ Gary L. Shapiro Co-Trustee, Principal Executive Officer,
- ------------------------------- Principal Financial Officer, and Principal
Gary L. Shapiro Accounting Officer, National Financial
Auto Funding Trust
/s/ Keith B. Stein Co-Trustee, National Financial Auto
- ------------------------------- Funding Trust
Keith B. Stein
/s/ Peter H. Sorenson Co-Trustee, National Financial Auto Funding
- ------------------------------- Trust
Peter H. Sorensen
EXHIBIT INDEX
Number Description
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5.1 Opinion and Consent of Morrison & Foerster LLP with respect to
legality.
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8.1 Opinion and Consent of Morrison & Foerster LLP with respect to tax
matters (included in the opinion filed herewith as Exhibit 5.1).
23.1 Consent of Morrison & Foerster LLP (included in the opinion filed
herewith as Exhibit 5.1).
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EXHIBIT 5.1
January 9, 1998
National Financial Auto Funding Trust
One Park Place
621 N.W. 53rd Street
Boca Raton, Florida 33487
Re: National Auto Automobile Receivables Trusts -- Automobile
Receivables-Backed Certificates and Automobile
Receivables-Backed Notes
Ladies and Gentlemen:
We have acted as special counsel to National Financial Auto Funding
Trust, a Delaware business trust (the "Registrant") in connection with the
registration under the Securities Act of 1933, as amended (the "Act"), of
Automobile Receivables-Backed Certificates (the "Certificates") and Automobile
Receivables-Backed Notes (the "Notes"; together with the Certificates, the
"Securities") and the related preparation and filing of a Registration Statement
on Form S-3 (the "Registration Statement") filed under Rule 462(b) to the
Securities Act of 1933, as amended (the "Act"). The Securities are of the same
classes as those registered under the Act on Form S-3, Registration Statement
No. 33-28829, as filed with the Securities and Exchange Commission on June 9,
1997 (the "Earlier Registration Statement"). The Certificates are issuable in
series under (i) separate pooling and servicing agreements (each such agreement,
a "Pooling and Servicing Agreement") among the Registrant, a master servicer to
be identified in the prospectus supplement for such series of Certificates and a
trustee to be identified in the prospectus supplement for such series of
Certificates or (ii) separate trust agreements (each such agreement, a "Trust
Agreement") among the Registrant, a trustee to be identified in the prospectus
supplement for such series of Certificates and certain other parties as
specified in such prospectus supplement. The Notes are issuable in series under
separate indentures (each, an "Indenture") between a trust formed pursuant to a
Trust Agreement (the "Issuer") and an indenture trustee to be identified in the
prospectus supplement for such series of Notes. Each Pooling and Servicing
Agreement, Trust Agreement and Indenture (collectively, the "Documents") will be
substantially in the form filed as an Exhibit to the Earlier Registration
Statement and incorporate by reference in the Registration Statement.
In connection with rendering this opinion letter, we have examined the
forms of the Documents incorporated in the Registration Statement by reference
to the Exhibits to the Earlier Registration Statement, the Registration
Statement and such records and other documents as we have deemed necessary. We
have assumed that all parties, other than the Registrant and the applicable
Issuer, will have the corporate power and authority to enter into and perform
all obligations under the Documents, and, as to such parties, we have also
assumed the enforceability of such Documents.
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The opinions hereinafter expressed are subject to the following
qualifications and exceptions:
(i) The effect of bankruptcy, insolvency, reorganization,
arrangement, moratorium or other similar laws relating to or affecting the
rights of creditors generally, including, without limitation, laws relating to
fraudulent transfers or conveyances, preferences and equitable subordination;
(ii) limitations imposed by general principles of equity upon the
availability of equitable remedies or the enforcement of provisions of the
Documents, and the effect of judicial decisions which have held that certain
provisions are unenforceable where their enforcement would violate the implied
covenant of good faith and fair dealing, or would be commercial unreasonable, or
where their breach is not material; and
(iii) we express no opinion as to the effect on the opinions
expressed herein of (1) the compliance or non-compliance of any party to the
Documents with any laws or regulations applicable to it, or (2) the legal or
regulatory status or nature of the business of any such party.
Based on the foregoing, we are of the opinion that:
1. Upon the authorization, execution and delivery thereof by the
parties thereto, each Pooling and Servicing Agreement and Trust Agreement will
constitute the legal, valid and binding obligation of the Registrant,
enforceable against the Registrant in accordance with its terms.
2. Upon the authorization, execution and delivery of a Pooling and
Servicing Agreement or Trust Agreement for a series of Certificates by the
parties thereto, the execution and authorization of the Certificates of such
series in accordance with the provisions of that Pooling and Servicing Agreement
or Trust Agreement, as applicable, and the sale and delivery of such
Certificates as contemplated in the Registration Statement and the prospectus
and prospectus supplement delivered in connection therewith, such Certificates
will be legally and validly issued and outstanding, fully paid and
non-assessable and entitled to the benefits of that Pooling and Servicing
Agreement or Trust Agreement, as applicable.
3. Upon the authorization, execution and delivery thereof by the
parties thereto, each Indenture will be the legal, valid and binding obligation
of the applicable Issuer, enforceable against such Issuer in accordance with its
terms.
4. Upon the authorization, execution and delivery of an Indenture for a
series of Notes by the parties thereto, the execution and authentication of the
Notes of such series in accordance with the provisions of that Indenture and the
sale and delivery of such Notes as contemplated in the Registration Statement
and prospectus and prospectus supplement delivered in connection therewith, such
Notes will be legally and validly issued and outstanding, fully paid and
non-assessable, and will be the binding obligations of the applicable Issuer and
entitled to the benefits of that Indenture.
5. The description of federal income tax consequences appearing under
the heading "Certain Federal Income Tax Consequences" in the prospectus
contained in the Registration Statement, while not purporting to discuss all
possible federal income tax consequences of an investment in Certificates and
Notes, is accurate with respect to those tax consequences that are discussed.
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We express no opinion as to matters governed by laws of any
jurisdiction other than the laws of the State of New York and the federal laws
of the United States of America, as in effect on the date hereof.
We hereby consent to the filing of this opinion letter as an Exhibit to
the Registration Statement, and to the use of our name in the prospectus and
prospectus supplement included in the Registration Statement under the heading
"Legal Matters", and in the prospectus included in the Registration Statement
under the heading "Certain Federal Income Tax Consequences", without admitting
that we are "experts" within the meaning of the Act, and the rules and
regulations thereunder, with respect to any part of the Registration Statement,
including this Exhibit.
Very truly yours,
Morrison & Foerster LLP
