<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 13, 1996
REGISTRATION NO. 333-
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SOUTHERN PACIFIC FUNDING CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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CALIFORNIA 6199 33-0636924
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NUMBER)
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
ONE CENTERPOINTE DRIVE, SUITE 500
LAKE OSWEGO, OREGON 97035
(503) 684-4700
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
ROBERT W. HOWARD
PRESIDENT
SOUTHERN PACIFIC FUNDING CORPORATION
ONE CENTERPOINTE DRIVE, SUITE 500
LAKE OSWEGO, OREGON 97035
(503) 684-4700
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
----------------
WITH COPIES OF COMMUNICATIONS TO:
THOMAS J. POLETTI, ESQ. RICHARD STRONG, ESQ.
SUSAN B. KALMAN, ESQ. GIBSON, DUNN & CRUTCHER
FRESHMAN, MARANTZ, ORLANSKI, COOPER & 333 SOUTH GRAND AVENUE
KLEIN LOS ANGELES, CA 90071-3197
9100 WILSHIRE BOULEVARD, 8TH FLOOR TELEPHONE: (213) 229-7205
BEVERLY HILLS, CALIFORNIA 90212 FACSIMILE: (213) 229-7520
TELEPHONE: (310) 273-1870
FACSIMILE: (310) 274-8293
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Approximate Date of Commencement of Proposed Sale to the Public: As soon as
practicable after the effectiveness of this Registration Statement.
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: [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering: [X] 333-3270
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, 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 ADDITIONAL REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS MAXIMUM AGGREGATE AMOUNT OF
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE
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<S> <C> <C> <C> <C>
Common Stock, no par
value................. 460,000 $17.00 $7,820,000 $2,697
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</TABLE>
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(1) Includes up to 60,000 shares which the Underwriters have the option to
purchase to cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).
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<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The contents of the Registration Statement
on Form S-1 (Reg. No. 333-3270) filed by Southern Pacific Funding Corporation
(the "Company") with the Securities and Exchange Commission on April 5, 1996,
as amended, including the exhibits thereto, and declared effective by the
Commission on June 12, 1996, are incorporated herein by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Los Angeles,
California on the 12th day of June, 1996.
SOUTHERN PACIFIC FUNDING CORPORATION
/s/ Robert W. Howard
By:___________________________________
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacity indicated on June 12, 1996.
SIGNATURE TITLE
* Chairman of the Board
- -------------------------------------
H. WAYNE SNAVELY
/s/ Robert W. Howard President and Director (Principal
- ------------------------------------- Executive Officer)
ROBERT W. HOWARD
* Executive Vice President and
- ------------------------------------- Director
BERNARD A. GUY
* Executive Vice President, Chief
- ------------------------------------- Financial Officer and Secretary
GARY A. PALMER (Principal Accounting Officer)
/s/ Stephen J. Shugerman Director
- -------------------------------------
STEPHEN J. SHUGERMAN
/s/ Robert W. Howard
*By _________________________________
ROBERT W. HOWARD, ATTORNEY-IN-FACT
II-1
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBIT PAGE
------- ---------------------- ------------
<C> <S> <C>
5 Opinion of Freshman, Marantz, Orlanski, Cooper & Klein.
23(a) Independent Auditors' Consent.
*23(b) Consent of Freshman, Marantz, Orlanski, Cooper & Klein.
24 Powers of Attorney.
</TABLE>
- --------
* Included in Exhibit 5.
<PAGE>
EXHIBIT 5
Re: REGISTRATION STATEMENT ON FORM S-1 460,000 ADDITIONAL SHARES OF COMMON
STOCK
Gentlemen:
We are counsel to Southern Pacific Funding Corporation (the "Company") in
connection with registration under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to a registration statement on Form S-1 (the
"462(b) Registration Statement") filed with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 462(b) promulgated under the
Securities Act and relating to the registration under the Securities Act of an
additional 460,000 shares of the Company's common stock, no par value (the
"Additional Shares"). The 462(b) Registration Statement to be used for the
offer and sale of the Additional Shares is filed with the Commission in
connection with the proposed public offering described in the Registration
Statement on Form S-1 (Registration No. 333-3270) filed with the Commission on
April 5, 1996, as amended, which was declared effective by the Commission on
June 12, 1996.
We are familiar with the proceedings taken by the Company in connection with
the authorization of the Additional Shares. We have examined such documents,
records and matters of law as we have deemed necessary for purposes of this
opinion. In our examination, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such copies.
Based upon the foregoing, we are of the opinion that the Additional Shares
will be, when the 462(b) Registration Statement becomes effective and the
Additional Shares are sold, issued and delivered as described in the 462(b)
Registration Statement, legally issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the 462(b)
Registration Statement and to the reference to us under the caption "LEGAL
MATTERS" in the prospectus comprising a part of the 462(b) Registration
Statement.
This opinion is rendered for the purposes of Item 16 of Form S-1 and Item
601 of Regulation S-K, may be relied upon only by you and the Commission and
may not be used, quoted or referred to and/or filed for any other purpose
without our prior written permission.
FRESHMAN, MARANTZ, ORLANSKI,
COOPER & KLEIN
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Southern Pacific Funding Corporation
We consent to the use of our report incorporated herein by reference and to
the references to our firm under the headings "Selected Financial Data" and
"Experts" also incorporated herein by reference.
KPMG Peat Marwick LLP
Los Angeles, California
June 12, 1996
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Robert W. Howard and Bernard A. Guy,
and each of them, such individual's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such
individual and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to the
Registration Statement on Form S-1 (Registration No. 333-3270) under the
Securities Act of 1933 (the "Registration Statement"), relating to the offer
and sale of shares of Common Stock, no par value per share, of Southern
Pacific Funding Corporation and any registration statement related to the
offering contemplated by the Registration Statement that is to be effective
upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and to
file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission and any State or other
regulatory authority, 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 he or she might or could do 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.
/s/ H. Wayne Snavely
-------------------------------------
Name: H. Wayne Snavely
-------------------------------
Title: Chairman of the Board
--------------------------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Robert W. Howard and Bernard A. Guy,
and each of them, such individual's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such
individual and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to the
Registration Statement on Form S-1 (Registration No. 333-3270) under the
Securities Act of 1933 (the "Registration Statement"), relating to the offer
and sale of shares of Common Stock, no par value per share, of Southern
Pacific Funding Corporation and any registration statement related to the
offering contemplated by the Registration Statement that is to be effective
upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and to
file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission and any State or other
regulatory authority, 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 he or she might or could do 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.
/s/ Gary A. Palmer
-------------------------------------
Name: Gary A. Palmer
-------------------------------
Title:Executive Vice President,
Chief Financial Officer and
Secretary
(Principal Accounting Officer)
--------------------------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Robert W. Howard and Bernard A. Guy,
and each of them, such individual's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such
individual and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to the
Registration Statement on Form S-1 (Registration No. 333-3270) under the
Securities Act of 1933 (the "Registration Statement"), relating to the offer
and sale of shares of Common Stock, no par value per share, of Southern
Pacific Funding Corporation and any registration statement related to the
offering contemplated by the Registration Statement that is to be effective
upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and to
file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission and any State or other
regulatory authority, 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 he or she might or could do 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.
/s/ Bernard A. Guy
-------------------------------------
Name: Bernard A. Guy
-------------------------------
Title: Executive Vice President and
Director
--------------------------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Robert W. Howard and Bernard A. Guy,
and each of them, such individual's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such
individual and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to the
Registration Statement on Form S-1 (Registration No. 333-3270) under the
Securities Act of 1933 (the "Registration Statement"), relating to the offer
and sale of shares of Common Stock, no par value per share, of Southern
Pacific Funding Corporation and any registration statement related to the
offering contemplated by the Registration Statement that is to be effective
upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and to
file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission and any State or other
regulatory authority, 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 he or she might or could do 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.
/s/ Stephen J. Shugerman
-------------------------------------
Name: Stephen J. Shugerman
-------------------------------
Title: Director
--------------------------------
