As filed with the Securities and Exchange Commission
on May 17, 1999. Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
HOMESIDE LENDING, INC.
(Exact name of registrant as specified in its charter)
Florida 59-2725415
(State or Other Jurisdiction of (IRS Employer Identification Number)
Incorporation or Organization)
7301 Baymedows Way
Jacksonville, Florida 32256
(904) 281-3000
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
Robert J. Jacobs
Executive Vice President, Secretary and General Counsel
HomeSide Lending, Inc.
7301 Baymeadows Way
Jacksonville, Florida 32256
(904) 281-3000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
with copies to:
Mary Ellen O'Mara
Hutchins, Wheeler & Dittmar
A Professional Corporation
101 Federal Street
Boston, Massachusetts 02110
(617) 951-6600
Jonathan B. Miller
Brown & Wood LLP
One World Trade Center
New York, New York 10048
(212) 839-5300
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this
Registration Statement, as determined in light of market and
other conditions.
<PAGE>
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. o
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 investment 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| 333-45603
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 Maximum
Title of Each Class of Securities Amount to be Aggregate Offering Amount of Registration Fee
to be Registered Registered Price
- -------------------------------- ------------------ ----------------------- -----------------------------
<S> <C> <C> <C>
Debt Securities 68,000,000(1) 68,000,000(1) $18,904(2)
</TABLE>
(1) Such amount shall be increased if any debt securities are issued at an
original issue discount, by an amount such that the net proceeds to be received
by the Registrant shall be equal to the above amount to be registered.
(2) The registration fee has been calculated pursuant to Rule 457(o) under the
Securities Act of 1933.
This Registration Statement shall become effect upon filing with the
Commission in accordance with Rule 462(b) under the Securities Act of 1933.
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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, and includes the registration
statement facing page, this page, the signature page, an exhibit index,
accountants' consents and opinions of counsel. The contents of the registration
statement on the registrant's registration statement on Form S- 3, File No.
333-45603, as amended by Amendment No. 1 thereto, including the exhibits thereto
(the "Initial Registration Statement"), are incorporated by reference into this
registration statement. The Initial Registration Statement was declared
effective on March 11, 1998. This registration statement covers the registration
of an additional $68,000,000 aggregate offering price of Medium-Term Notes Due
Nine Months or More From Date of Issue for sale in the offering referred to in
the Initial Registration Statement.
<PAGE>
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 Jacksonville, State of Florida, on the 17th day of
May, 1999.
HOMESIDE LENDING, INC.
By: /s/Joe K. Pickett
JOE K. PICKETT
Chairman of the Board
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>
/s/Joe K. Pickett Chairman of the Board May 17, 1999
Joe K. Pickett
Chief Executive Officer and Director May 17, 1999
/s/Hugh R. Harris (Principal Executive Officer)
Hugh R. Harris
/s/Kevin D. Race President, Chief Operating Officer and Director May 17, 1999
Kevin D. Race
/s/W. Blake Wilson Executive Vice President, Chief Financial May 17, 1999
W. Blake Wilson Officer and Treasurer
(Principal Financial and Accounting Officer)
/s/Robert J. Jacobs Executive Vice President, Secretary and May 17, 1999
Robert J. Jacobs General Counsel
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
5.1(a) Opinion of Hutchins, Wheeler & Dittmar, regarding legality of the Notes
5.1(b) Opinion of Robert J. Jacobs, Esq., regarding certain matters relating to Florida law.
5.1(c) Opinion of Brown & Wood LLP, regarding certain matters relating to New York law.
23.1(a) Consent of Hutchins, Wheeler & Dittmar (included in Exhibit 5.1(a)).
23.1(b) Consent of Robert J. Jacobs, Esq. (included in Exhibit 5.1(b)).
23.1(c) Consent of Brown & Wood LLP (included in Exhibit 5.1(c)).
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of PriceWaterhouseCoopers LLP (formerly Coopers & Lybrand L.L.P.)
23.4 Consent of KPMG Peat Marwick LLP.
</TABLE>
May 17, 1999
HomeSide Lending, Inc.
7301 Baymeadows Way
Jacksonville, Florida 32256
Ladies and Gentlemen:
We have acted as counsel to HomeSide Lending, Inc., a Florida
corporation (the "Company") in connection with the proceedings being taken to
register under the Securities Act of 1933, as amended (the "Act"), $68,000,000
aggregate principal amount of debt securities pursuant to a Registration
Statement on Form S-3 filed with the Securities and Exchange Commission (the
"Registration Statement") pursuant to Rule 462(b) promulgated under the Act. The
debt securities are being issued pursuant to an indenture in the form filed as
an exhibit to the registration statement on Form S-3 (No. 333-45603) filed by
the Company with the Securities and Exchange Commission (the "Indenture").
As such counsel, we have examined such corporate records, certificates
and other documents of or relating to the Company, and opinions of counsel in
jurisdictions other than Massachusetts, as we have deemed necessary as a basis
for the opinions hereinafter expressed. We have assumed the genuineness of all
signatures, the authenticity of all original or certified copies and the
conformity to original or certified copies of all copies submitted to us as
conformed or reproduction copies. We have also assumed, with respect to all
parties to agreements or instruments relevant hereto other than the Company,
that such parties had the requisite power and authority (corporate or otherwise)
to execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are valid, binding and enforceable obligations of such
parties.
Based upon the foregoing, subject to the limitations set forth herein and
having regard for such legal considerations as we deem relevant, we are of the
opinion that when the terms of the debt securities being offered pursuant to the
Registration Statement and their issue and sale have been duly established in
conformity with the Indenture and in conformity with any applicable law or
agreement or instrument then binding on the Company, and the debt securities
have been duly executed and authenticated in accordance with the terms of the
Indenture and issued and sold as contemplated in the Registration Statement, the
debt securities will constitute legal, valid and binding obligations of the
Company subject to (i) bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance and similar laws of general application relating to or
affecting the enforcement of creditors' rights, (ii) the effect of general
principles of equity, including without limitation, concepts of materiality,
reasonableness, good faith and fair dealing and the possible unavailability of
specific performance or injunctive relief, whether considered in a proceeding in
equity or at law.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to us under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement.
The opinions expressed herein are solely for your benefit and may not
be relied upon in any manner or for any purpose by any other person and may not
be quoted in whole or in part without our prior written consent.
Very truly yours,
/s/Hutchins, Wheeler & Dittmar
HUTCHINS, WHEELER & DITTMAR
A Professional Corporation
May 17, 1999
HomeSide Lending Inc.
7301 Baymeadows Way
Jacksonville, FL 32256
Ladies and Gentlemen:
I am General Counsel and Executive Vice President of HomeSide Lending,
Inc., a Florida corporation (the "Company"). The Company is registering under
the Securities Act of 1933, as amended (the "Act"), $68,000,000 aggregate
initial offering price of debt securities pursuant to a Registration Statement
on Form S-3 filed with the Securities and Exchange Commission (the "Registration
Statement") pursuant to Rule 462(b) promulgated under the Act. The debt
securities are being issued pursuant to an indenture in the form filed as an
exhibit to the registration statement on Form S-3 (No. 333-45603) filed by the
Company with the Securities and Exchange Commission (the "Indenture").
As such counsel, I have examined such corporate records, certificates
and other documents of or relating to the Company as I have deemed necessary as
a basis for the opinions hereinafter expressed. I have assumed the genuineness
of all signatures (other than those executing officers of the Company), the
authenticity of all original or certified copies and the conformity to original
or certified copies of all copies submitted to me as conformed or reproduction
copies. I have also assumed, with respect to all parties to agreements or
instruments relevant hereto other than the Company, that such parties had the
requisite power and authority (corporate or otherwise) to execute, deliver and
perform such agreements or instruments, that such agreements or instruments have
been duly authorized by all requisite action (corporate or otherwise), executed
and delivered by such parties and that such agreements or instruments are valid,
binding and enforceable obligations of such parties.
I am a member of the bar of the State of Florida. I express no opinion
herein as to the laws of any jurisdiction other than the laws of State of
Florida.
Based upon the foregoing, subject to the limitations set forth herein and
having regard for such legal considerations as I deem relevant, I am of the
opinion that: (i) the Company is a corporation duly organized and validly
existing under the laws of the State of Florida, and (ii) the Notes (as defined
in the Indenture) have been duly authorized by all requisite action (corporate
or otherwise) by the Company.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to us under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement.
The opinions expressed herein are solely for your benefit and may not be
relied upon in any manner or for any purpose by any other person and may not be
quoted in whole or in part without my prior written consent,except that Brown &
Wood LLP may rely on this opinion as to matters of Florida law in rendering
their opinion of even date herewith.
Very truly yours,
/s/Robert J. Jacobs
Robert J. Jacobs
Executive Vice President, Secretary and
General Counsel
HomeSide Lending Inc.
May 17, 1999
HomeSide Lending, Inc.
7301 Baymeadows Way
Jacksonville, Florida 32256
Ladies and Gentlemen:
We have acted as special counsel as to the laws of the State of New York in
connection with the filing by HomeSide Lending, Inc. (the "Company") of a
Registration Statement on Form S-3 under the Securities Act of 1933, as amended
(the "Securities Act"), relating to the registration pursuant to Rule 462(b)
under the Securities Act (such registration statement, together with the earlier
effective registration statement on Form S-3 (No. 333-45603) to which it relates
is herein called the "Registration Statement") of $68,000,000 aggregate initial
public offering price of its debt securities (the "Debt Securities"). The Debt
Securities are to be issued pursuant to an indenture dated as of May 15, 1997
between the Company and The Bank of New York, as trustee (the "Indenture").
We have examined such documents and records and made such investigation as
we deemed appropriate or necessary, including examining the Registration
Statement and the Indenture.
Based upon the foregoing, subject to the limitations set forth herein and
having regard for such legal considerations as we deem relevant, we are of the
opinion that, assuming the Company has duly authorized under the laws of the
State of Florida the issuance of one or more series of the Debt Securities under
the Indenture, when the terms of the Debt Securities being offered pursuant to
the Registration Statement and their issue and sale have been duly established
in conformity with the Indenture and in conformity with any applicable law or
agreement or instrument then binding on the Company, and the Debt Securities
have been duly executed and authenticated in accordance with the terms of the
Indenture and issued and sold as contemplated in the Registration Statement, the
Debt Securities will constitute legal, valid and binding obligations of the
Company subject to (i) bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance and similar laws of general application relating to or
affecting the enforcement of creditors' rights, (ii) the effect of general
principles of equity, including without limitation, concepts of materiality,
reasonableness, good faith and fair dealing and the possible unavailability of
specific performance or injunctive relief, whether considered in a proceeding in
equity or at law.
This opinion is confined to and is given on the basis of the laws of the
State of New York as they exist on the date hereof. In giving this opinion, we
have, with your permission, relied as to matters of Florida law upon the opinion
of Robert J. Jacobs, Executive Vice President, Secretary and General Counsel of
the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reliance by Hutchins, Wheeler & Dittmar, a
Professional Corporation, on this opinion as to matters of New York law in
rendering their opinion of even date herewith filed as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act.
Very truly yours,
/s/ Brown & Wood LLP
Brown & Wood LLP
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports dated
April 15, 1998, included in Homeside Lending, Inc.'s Form 10-K for the year
ended September 30, 1998, and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
Jacksonville, Florida
May 12, 1999
Consent of Independent Accountants
We consent to the incorporation by reference in this Registration Statement on
Form S-3 of our report, dated January 18, 1996, except for the second paragraph
of Note 1 and the fifth paragraph of Note 2, as to which the date is March 4,
1996, relating to the financial statements and financial statement schedules,
which appears in HomeSide Lending Inc.'s Pre-Effective Amendment No. 1 to
registration statement on Form S-3 and Post-Effective Amendment No. 2 of this
registration statement on Form S-3 to Form S-1 for the years ended December 31,
1995 and 1994. We also consent to the reference to us under the heading
"Experts" in such Registration Statement.
/s/ PriceWaterhouseCoopers LLP
Jacksonville, Florida
May 12, 1999
The Board of Directors
HomeSide Lending, Inc.:
We consent to the incorporation by reference on Form S-3 of HomeSide Lending,
Inc. relating to the registration of an additional $68,000,000 of Medium-Term
Notes under registration statement No. 333-45603, as amended by Amendment No. 1,
of our report dated October 16, 1998, with respect to the consolidated balance
sheet of HomeSide Lending, Inc. as of September 30, 1998, and the related
consolidated statements of income, stockholder's equity, and cash flows for the
period from February 11, 1998 through September 30, 1998, which report appears
in the September 30, 1998, annual report on Form 10-K of HomeSide Lending, Inc.
/s/ KPMG Peat Marwick LLP
Jacksonville, Florida
May 12, 1999
