As filed with the Securities and Exchange Commission on April 16, 1999
REGISTRATION STATEMENT NO. 333-65271
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
AMENDMENT NO. 4
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
MELLON AUTO RECEIVABLES CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE APPLICATION PENDING
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
ONE MELLON BANK CENTER
FOURTH FLOOR
PITTSBURGH, PENNSYLVANIA 15258
(412) 234-7142
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive office)
----------------------------
STEPHEN COBAIN
MELLON AUTO RECEIVABLES CORPORATION
ONE MELLON BANK CENTER
FOURTH FLOOR
PITTSBURGH, PENNSYLVANIA 15258
(412) 234-7142
(Address, including zip code, and telephone number,
including area code, of agent for service)
----------------------------
Copies to:
ROBERT T. MORRIS, ESQ. ROBERT C. WIPPERMAN, ESQ.
REED SMITH SHAW & MCCLAY STROOCK & STROOCK & LAVAN LLP
435 SIXTH AVENUE 180 MAIDEN LANE
PITTSBURGH, PENNSYLVANIA 15219 NEW YORK, NEW YORK 10038
----------------------------
Approximate date of commencement of proposed sale to public:
From time to time 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, 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, 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. / / ___________.
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(1)
===================================================================================================================================
PROPOSED PROPOSED
TITLE OF EACH CLASS AMOUNT MAXIMUM MAXIMUM AMOUNT OF
OF SECURITIES TO BE OFFERING AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PRICE PER UNIT (2) OFFERING PRICE(2) FEE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Asset Backed Notes
and Asset Backed
Certificates....................... $2,000,000,000 100% $2,000,000,000 $556,000
- -----------------------------------------------------------------------------------------------------------------------------------
(1) This Registration Statement also registers an undeterminable amount of
securities to be sold by Mellon Financial Markets, Inc. in market-making
transactions where required.
(2) Estimated solely for the purpose of calculating the registration fee.
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE
SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO
BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY
NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN
ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE
WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is an itemized list of the estimated expenses to be
incurred in connection with the offering of the securities being
offered hereunder other than underwriting discounts and
commissions.
SEC Registration Fee................................... $ 556,000
Printing and Engraving................................. $ 210,000
Trustee's Fees......................................... $ 162,000
Legal Fees and Expenses................................ $ 350,000
Blue Sky Fees and Expenses............................. $ 150,000
Accountant's Fees and Expenses......................... $ 210,000
Rating Agency Fees..................................... $ 1,038,000
Miscellaneous Fees and Expenses........................ $ 180,000
-----------
Total Expenses......................................... $ 2,706,000
- -------------
*To be completed by amendment
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Certificate of Incorporation provides for indemnification of
directors and officers of the Registrant to the full extent permitted by
Delaware law.
Section 145 of the Delaware General Corporation Law provides, in substance, that
Delaware corporations shall have the power, under specified circumstances, to
indemnify their directors, officers, employees and agents in connection with
actions, suits or proceedings brought against them by a third party or in the
right of the corporation, by reason of the fact that they were or are such
directors, officers, employees or agents, against expenses incurred in any such
action, suit or proceeding. The Delaware General Corporation Law also provides
that the Registrant may purchase insurance on behalf of any such director,
officer, employee or agent.
The general effect of the provisions for indemnification of directors and
officers of the Registrant is to permit the Registrant to obtain the services of
qualified individuals who otherwise would be unwilling to serve because it might
expose their personal assets to potential liability arising from legal actions
in the right of, or against, the Registrant. Such provisions do not insulate the
officers or directors from their own unlawful acts but do permit the Registrant
to provide funds to defend themselves from allegations unless and until they are
finally judged to have acted unlawfully.
ITEM 16. EXHIBITS
1.1. Form of Underwriting Agreement*
3.1. Certificate of Incorporation of the Registrant*
3.2. By-laws of the Registrant*
4.1. Form of Pooling and Servicing Agreement*
4.2. Form of Certificate (included as part of Exhibit 4.1)*
4.3. Form of Indenture*
4.4. Form of Trust Agreement*
5.1.1. Opinion of Stroock & Stroock & Lavan LLP with respect to legality
5.1.2. Opinion of Richards, Layton & Finger, P.A. with respect to legality*
8.1. Opinion of Stroock & Stroock & Lavan LLP with respect to federal
income tax matters (contained in Exhibit 5.1.1)
10.1. Form of Sale and Servicing Agreement*
23.1.1. Consent of Stroock & Stroock & Lavan LLP (contained in Exhibit 5.1.1)
23.1.2. Consent of Richards, Layton & Finger, P.A. (contained in
Exhibit 5.1.2)*
24.1. Powers of Attorney*
25.1. Statement of Eligibility and Qualification of Indenture Trustee
(Form T-1)*
- --------------------------
* Previously filed.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, as amended (the "Securities Act"), the information omitted
from the form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at the
time shall be deemed to be the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the
Securities Act 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 (the "Commission") such
indemnification is against public policy as expressed in the
Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
(4) For purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") that is incorporated by reference in the
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 the initial bona
fide offering thereof.
(5) To provide to the Underwriters at the closing specified in the
underwriting agreements, securities in such denominations and
registered in such names as required by the Underwriters to permit
prompt delivery to each purchaser.
(6) 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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and
(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 the registration statement.
(7) That, for the purpose of determining any liability under the
Securities Act, 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.
(8) 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Amendment to Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in Pittsburgh, PA on the 16th day
of April 1999.
MELLON AUTO RECEIVABLES CORPORATION
By: /S/ STEPHEN COBAIN
---------------------------
Name: Stephen Cobain
Title: Chairman and President
Pursuant to the requirements of the Securities Act of 1933, this Amendment to
Registration Statement has been signed by the following persons in the
capacities indicated on April 16, 1999.
SIGNATURE TITLE
* Chairman of the Board, President and Director
- --------------------------- (principal executive officer)
Stephen Cobain
* Treasurer
- ---------------------------- (principal financial and accounting officer)
Jeffrey S. Gearhart
* Director
- ----------------------------
Paul S. Beideman
* Director
- -----------------------------
Paul H. Dimmick
* Director
- -----------------------------
Philip K. Hamm
* Director
- -----------------------------
William R. Bairel
* Director
- -----------------------------
William E. Numrich
*By: /S/ STEPHEN COBAIN
- -----------------------------
Stephen Cobain
Attorney-in-fact
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit Page
1.1. Form of Underwriting Agreement*
3.1. Certificate of Incorporation of the Registrant*
3.2. By-laws of the Registrant*
4.1. Form of Pooling and Servicing Agreement*
4.2. Form of Certificate (included as part of Exhibit 4.1)*
4.3. Form of Indenture*
4.4. Form of Trust Agreement*
5.1.1. Opinion of Stroock & Stroock & Lavan LLP with respect to legality
5.1.2. Opinion of Richards, Layton & Finger, P.A. with respect to legality*
8.1. Opinion of Stroock & Stroock & Lavan LLP with respect to federal
income tax matters (contained in Exhibit 5.1.1)
10.1. Form of Sale and Servicing Agreement*
23.1.1. Consent of Stroock & Stroock & Lavan LLP (contained in Exhibit 5.1.1)
23.1.2. Consent of Richards, Layton & Finger, P.A. (contained in
Exhibit 5.1.2)*
24.1. Powers of Attorney*
25.1. Statement of Eligibility and Qualification of Indenture Trustee
(Form T-1)*
- ---------------------
* Previously filed.
EXHIBIT 5.1.1
STROOCK & STROOCK & LAVAN LLP
180 Maiden Lane
New York, New York 10038-4982
April 16, 1999
Mellon Auto Receivables Corporation
One Mellon Bank Center
Fourth Floor
Pittsburgh, Pennsylvania 15758
Ladies and Gentlemen:
We have acted as counsel to Mellon Auto Receivables Corporation, a Delaware
corporation (the "Company"), in connection with the preparation of the
registration statement on Form S-3 (No. 333-65271) (the "Registration
Statement"), including forms 1, 2 and 3 of the prospectus supplement, relating
to the proposed offering from time to time in one or more series (each, a
"Series") by one or more trusts of asset backed notes (the "Notes") and asset
backed certificates (the "Certificates," and, together with the Notes, the
"Securities"). The Registration Statement has been filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"). As set forth in the Registration Statement, each Series of
Securities is to be issued under and pursuant to the terms of a separate pooling
and servicing agreement, or sale and servicing agreement, trust agreement and
indenture (each, an "Agreement") among two or more of the Company, Mellon Bank,
N.A. as servicer (the "Servicer"), the seller(s) identified therein (each, a
"Seller"), and one or more independent trustees (each, a "Trustee") to be
identified in the prospectus supplement for such Series of Securities.
As such counsel, we have examined copies of the Certificate of Incorporation and
By-Laws of the Company, the Registration Statement, the base Prospectus and
forms of Prospectus Supplement included therein, the form of each Agreement, and
originals or copies of such other corporate minutes, records, agreements and
other instruments of the Company, certificates of public officials and other
documents and have made such examinations of law, as we have deemed necessary to
form the basis for the opinions hereinafter expressed. In our examination of
such materials, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all copies submitted to us. As to various questions of
fact material to such opinion, we have relied, to the extent we deemed
appropriate, upon representations, statements and certificates of officers and
representatives of the Company and others.
Attorneys involved in the preparation of this opinion are admitted to practice
law in the State of New York and we do not express any opinion herein concerning
any law other than the federal laws of the United States of America and the laws
of the States of New York and Delaware.
Based upon and subject to the foregoing, we are of the opinion that:
1. When the issuance, execution and delivery of each Series of Notes have been
authorized by all necessary corporate action of the Company in accordance with
the provisions of the related Agreement or Agreements, and when such Notes have
been duly executed and delivered, authenticated by the Trustee and sold as
described in the Registration Statement, such Notes will be legally issued,
fully paid and non-assessable and constitute valid and binding obligations of
the issuer thereof in accordance with their terms and the terms of such
Agreement or Agreements. This opinion is subject to the effect of bankruptcy,
insolvency, moratorium, fraudulent conveyance and similar laws relating to or
affecting creditors' rights generally and court decisions with respect thereto
and we express no opinion with respect to the application of equitable
principles or remedies in any proceeding, whether at law or in equity.
2. When the issuance, execution and delivery of each Series of
Certificates have been authorized by all necessary corporate action of the
Company in accordance with the provisions of the related Agreement or
Agreements, and when such Certificates have been duly executed and delivered,
authenticated by the Trustee and sold as described in the Registration
Statement, such Certificates will be legally issued, fully paid and
non-assessable.
3. We hereby confirm and adopt the opinions set forth in the
Prospectus under the heading "Federal Income Tax Consequences - Opinions".
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to this firm under the captions
"Federal Income Tax Consequences" and "Legal Matters" in the Prospectus which
forms a part of the Registration Statement. In giving such consent, we do not
admit hereby that we come within the category of persons whose consent is
required under Section 7 of the Act or the Rules and Regulations of the
Commission thereunder.
Very truly yours,
/s/ Stroock & Stroock & Lavan LLP
STROOCK & STROOCK & LAVAN LLP
