Registration No. 333-60707
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-3
POST-EFFECTIVE
AMENDMENT NO. 1 TO
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------
IMH ASSETS CORP.
(Exact name of Registrant as specified in its Charter)
California
(State of Incorporation)
33-0705301
(I.R.S. Employer Identification Number)
1401 Dove Street
Newport Beach, California 92660
(949) 475-3800
(Address and telephone number of Registrant's principal executive offices)
Richard Johnson
IMH Assets Corp.
1401 Dove Street
Newport Beach, California 92660
(949) 475-3800
(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. |X|
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. |_|
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE AMOUNT OF
AMOUNT TO BE PRICE OFFERING REGISTRATION
TITLE OF SECURITIES BEING REGISTERED REGISTERED (1) PER UNIT (2) PRICE (2) FEE (1)(3)
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Collateralized Mortgage Bonds, issued in $80,000,000 100% $80,000,000 $21,120.00
series
========================================================================================================================
</TABLE>
<PAGE>
(1) $411,613,108.00 aggregate principal amount of Collateralized Mortgage Bonds
registered by the Registrant under Registration Statement No. 333-60707 not
previously sold are proposed to be combined in this Registration Statement
concurrently with the effectiveness hereof pursuant to Rule 462(b) of the
Securities Act of 1933. All registration fees in connection with such unsold
amount of Collateralized Mortgage Bonds have been previously paid by the
Registrant under the foregoing Registration Statement. Accordingly, the total
amount proposed to be registered under the Registration Statement as so
consolidated as of the date of this filing is $491,613,108.00.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) Previously paid.
--------------------------
This Registration Statement constitutes a post-effective amendment to
Registration Statement No. 333-60707. Such post-effective amendment shall become
effective upon filing in accordance with Rule 462(b) of the Securities Act of
1933.
================================================================================
<PAGE>
INCORPORATION BY REFERENCE
This filing made pursuant to Rule 462(b) of the Securities Act of 1933, as
amended, incorporates by reference Registration Statement No. 333-60707.
<PAGE>
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 Bonds 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.............. $21,250
Legal Fees and Expenses............................ 60,000
Accounting Fees and Expenses....................... 60,000
Trustee's Fees and Expenses
(including counsel fees).................... 15,000
Printing and Engraving Fees........................ 15,000
Rating Agency Fees................................. 80,000
Miscellaneous...................................... 10,000
-----------
Total ............................................ $ 261,250
===========
INDEMNIFICATION OF DIRECTORS AND OFFICERS (ITEM 15 OF FORM S-3).
The Servicing Agreements and the Trust Agreements will provide that no
director, officer, employee or agent of the Registrant is liable to the Trust
Fund or the Bondholders, 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 Servicing Agreements and the Trust 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 and related Bonds 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
Articles of Incorporation (Exhibit 3.1 hereto) and Article XI of the
Registrant's Bylaws (Exhibit 3.2 hereto) provide for indemnification of the
Registrant's directors, officers, employees and other agents to the extent and
under the circumstances permitted by the California Corporations Code. The
<PAGE>
-2-
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 Articles of Incorporation.*
3.2 -- By-Laws.*
4.1 -- Form of Servicing Agreement.*
4.2 -- Form of Trust Agreement.*
4.3 -- Form of Indenture.*
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.*
25.1 -- Statement of Eligibility and Qualification of
Trustee under the Trust Indenture Act of 1939 for
Bankers Trust Company of California, N.A.*
-----------------
* Incorporated by reference from Registration Statement on Form S-3 (File No.
333-6637).
** Incorporated by reference from Registration Statement on Form S-3 (File No.
333-60707).
UNDERTAKINGS (ITEM 17 OF FORM S-3).
(a) The Registrant hereby undertakes:
(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 hereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement; and
<PAGE>
-3-
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in this
Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 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) The Registrant hereby undertakes that, for 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 that is incorporated by reference in this 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
initial BONA FIDE offering thereof.
(h) 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.
(j) The Registrant hereby undertakes to file an application for the purpose of
determining the eligibility of the 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, IMH
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 Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Newport Beach, State of
California, on the 14th day of November 2000.
IMH ASSETS CORP.
By *
----------------------------------
Name: Richard Johnson
Title: Director and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
* Director and November 14, 2000
----------------------------------------------- President
William Ashmore (Principal Executive
Officer)
* Director, Chief Financial November 14, 2000
----------------------------------------------- Officer and Secretary
Richard Johnson (Principal Financial Officer
and Principal Accounting Officer)
* Director November 14, 2000
-----------------------------------------------
Lee Bromiley
</TABLE>
*By: /s/ Richard Johnson
---------------------------------
Richard Johnson
Attorney-in-fact pursuant to a power of attorney filed with Registration
Statement No. 333-6637.
