As filed with the Securities and Exchange Commission on December 9, 1998
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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UNION FINANCIAL SERVICES-1, INC.
(Exact name of registrant as specified in its charter)
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Nevada 86-0817755
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(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
6991 East Camelback Road, Suite B290, Scottsdale,Arizona 85251, (602) 947-7703
- --------------------------------------------------------------------------------
(Address, including ZIP code, and telephone number,
including area code, of registrant's principal executive offices)
Stephen F. Butterfield, President
Union Financial Services-1, Inc.
6991 East Camelback Road, Suite B290, Scottsdale, Arizona 85251, (602) 947-7703
(Name, address, including ZIP code, and telephone number,
including area code, of agent for service)
--------------------
Copies To:
Thomas H. Duncan, Esq.
Ballard Spahr Andrews & Ingersoll
1225 Seventeenth Street, Suite 2300
Denver, Colorado 80202
(303) 292-2400
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, 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, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [x]
Registration No. 333-08929
Registration No. 333-28551
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 this prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ----------------------- -------------- ------------------ --------------------- ===============
Title of each class of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered offering price per aggregate offering registration
registered unit price(1) fee(2)
- ----------------------- -------------- ------------------ --------------------- ===============
<S> <C> <C> <C> <C>
Notes $170,660,000 100% $170,660,000 $47,443
- ----------------------- -------------- ------------------ --------------------- ===============
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
(2) Registration fee is calculated on the basis of $278 per million offered.
<PAGE>
This registration statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, and includes the registration statement
facing page, this page, the signature page, an exhibit index and the exhibits
described therein. Registrant hereby declares that the contents of Registration
Statement No. 333-08929 and Registration Statement No. 333-28551 are
incorporated in this Registration Statement by reference.
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 Denver, State of Colorado, on December 3, 1998.
UNION FINANCIAL SERVICES-1, INC.,
a Nevada corporation
By /s/ Stephen F. Butterfield
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Stephen F. Butterfield, President
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature Title Date
--------------- ------------- -------
/s/ Michael S. Dunlap Chairman of the Board December 3, 1998
- -------------------------- (Principal Executive Officer)
Michael S. Dunlap
/s/ Stephen F. Butterfield President and Director December 3, 1998
- --------------------------
Stephen F. Butterfield
/s/ Ronald W. Page Vice-President, Secretary, December 3, 1998
- ------------------ Treasurer and Director
Ronald W. Page (Principal Financial and
Accounting Officer)
Ross Wilcox Director December 3, 1998
Dr. Paul Hoff Director December 3, 1998
<PAGE>
Exhibits
1. Consent of Kutak Rock
2. Consent of Ballard Spahr Andrews & Ingersoll, LLP
3. Consent of KPMG Peat Marwick LLP
Exhibit 1.
Consent of Kutak Rock
Kutak Rock hereby consents to references to our name and to our opinion
incorporated by reference into the registration statement to which this consent
is attached. For purposes of this consent, we do not agree that we are an
"expert" within the meaning of Section 11 of the Securities Act of 1933, as
amended.
/s/ Kutak Rock
KUTAK ROCK
December 8, 1998
Exhibit 2.
CONSENT OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP
The Board of Directors
Union Financial Services-1, Inc.
We consent to the use of our name in the registration statement of Union
Financial Services-1, Inc. to which this consent is attached which is being
filed solely for the purpose of increasing by 20% the amount of securities
offered pursuant to the registration statements described therein.
/s/ Ballard Spahr Andrews & Ingersoll, LLP
December 8, 1998
EXHIBIT 3.
KPMG PEAT MARWICK LLP
233 South 13th Street, Suite 1600
Lincoln, NE 68508-2041
Two Central Park Plaza
Suite 1501
Omaha, NE 68102
ACCOUNTANTS' CONSENT
The Board of Directors
Union Financial Services-1, Inc.
We consent to the incorporation by reference in the registration statement on
Form S-3, relating to Union Financial Services-1, Inc.'s registration of Taxable
Student Loan Asset-Backed Notes of our report, dated February 20, 1998, relating
to the balance sheet of Union Financial Services-1, Inc. as of December 31, 1997
and 1996, and related statements of operations, stockholders' equity (deficit)
and cash flows for the year ended December 31, 1997 and the period from
inception (February 28, 1996) to December 31, 1996, which report appears in the
December 31, 1997 annual report on Form 10-K of Union Financial Services-1, Inc.
/s/ KPMG PEAT MARWICK LLP
Lincoln, Nebraska
December 8, 1998
