<PAGE>
As filed with the Securities and Exchange Commission on September 16, 1999
Registration No. 333-84977
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------
PRE-EFFECTIVE AMENDMENT NO. 4 TO
FORM S-11
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
------
CRUSADE MANAGEMENT LIMITED
(ACN 072 715 916)
(Exact name of registrant as specified in its governing instruments)
Level 4
4-16 Montgomery Street
Kogarah NSW 2217
Australia
Telephone: 612 9952 1315
(Address, including zip code/post code, and telephone number, including area
code, of registrant's principal executive offices)
------
agent for service
CT Corporation System
111 Eighth Avenue
13th Floor
New York, NY 10011
Telephone: 212-590-9100
(Name, address, including zip code and telephone number,
including area code, of agent for service)
With a copy to:
<TABLE>
<S> <C> <C>
Michael H.S. Bowan Diane Citron, Esq. Daniel Rossner, Esq.
Company Secretary Mayer, Brown & Platt Brown & Wood LLP
Crusade Management Limited 1675 Broadway One World Trade Center
Level 4 New York, New York 10019 New York, New York 10048
4-16 Montgomery Street
Kogarah NSW 2217
Australia
</TABLE>
------
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of the registration statement, as
determined by market conditions.
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. / /
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 this form is a post-effective amendment filed pursuant to Rule 462(d)
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
check the following box. / /
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Amount to be Offering Price Aggregate Offering Registration
Securities to Be Registered Registered Per Unit Price* Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A-1 Mortgage Backed Floating Rate Notes........... $300,000,000.00 100% $300,000,000.00 $ 83,400.00
Class A-2 Mortgage Backed Floating Rate Notes........... $569,000,000.00 100% $569,000,000.00 $158,182.00
Class A-3 Mortgage Backed Floating Rate Notes........... $125,000,000.00 100% $125,000,000.00 $ 34,750.00
- -----------------------------------------------
Total Mortgage Backed Floating Rate Notes............... $994,000,000.00 - $994,000,000.00 $276,332.00*
- -----------------------------------------------
</TABLE>
* $276,332.00 previously filed.
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>
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
Name and Caption in Form S-11 Caption in Prospectus
<S> <C> <C>
1. Forepart of Registration Statement and Front Cover of Registration Statement;
Outside Front Cover Page of Prospectus Outside Front Cover Page of Prospectus
2. Inside Front and Outside Back Cover Inside Front Cover Page of Prospectus;
Pages of Prospectus Outside Back Cover Page of Prospectus
3. Summary Information, Risk Factors and Summary; Risk Factors
Ratio of Earnings to Fixed Charges
4. Determination of Offering Price *
5. Dilution *
6. Selling Security Holders *
7. Plan of Distribution Plan of Distribution
8. Use of Proceeds Use of Proceeds
9. Selected Financial Data *
10. Management's Discussion and Analysis Description of the Trust;
of Financial Condition and Results Description of the Assets
of Operations of the Trust
11. General Information as to Registrant The Issuer Trustee, St.George Bank
and the Manager - The Manager
12. Policy with respect to Certain Description of the Class A
Activities Notes
13. Investment Policies of Registrant Description of the Transaction
Documents
14. Description of Real Estate Description of the Assets of the Trust;
St.George Residential Loan Program
15. Operating Data *
16. Tax Treatment of Registrant and United States Federal Income Tax
Its Security Holders Matters, Australian Tax Matters
17. Market Price of and Dividends on the *
Registrant's Common Equity and
Related Stockholder Matters
18. Description of Registrant's Securities Description of the Class A Notes
19. Legal Proceedings *
20. Security Ownership of Certain The Issuer Trustee, St.George Bank and the Manager
Beneficial Owners and Management
21. Directors and Executive Officers *
22. Executive Compensation *
23. Certain Relationships and *
Related Transactions
24. Selection, Management and Custody Description of the Class A Notes; Description of the Transaction
of Registrant's Investments Documents; St.George Residential Loan Program
25. Policies with Respect to Certain Description of the Class A Notes
Transactions
26. Limitations of Liability Description of the Transaction Documents
27. Financial Statements and Information *
28. Interests of Named Experts and Counsel *
29. Disclosure of Commission Position on Part II of Registration Statement
Indemnification for Securities Act
Liabilities
30. Quantitative and Qualitative Disclosures
about Market Risk
* Not Applicable
</TABLE>
<PAGE>
PART II
Information Not Required in Prospectus
Item 13. Other Expenses of Issuance and Distribution*
The following table sets forth the estimated expenses (expressed in U.S.
dollars based on an exchange rate of US$0.65 = A$1.00)) in connection with
the issuance and distribution of the notes being registered under this
registration statement, other than underwriting discounts and commissions:
SEC Registration Fee..................................... $276,332
Printing and Engraving................................... $125,000
Legal Fees and Expenses.................................. $442,500
Trustee Fees and Expenses................................ $153,000
Rating Agency Fees....................................... $285,000
Accounting Fees & Expenses............................... $128,000
Miscellaneous............................................ $ 82,500
----------
Total.................................................... $1,492,332
==========
- ---------
* All amounts except the SEC registration fee are estimates of expenses
incurred in connection with the issuance and distribution of the notes.
Item 14. Indemnification of Directors and Officers.
Pursuant to Section 109 of the Articles of Association of the registrant:
(1) To the extent permitted by law and without limiting the powers of the
registrant, the registrant must indemnify each person who is, or has
been, a director or secretary of the registrant against any liability
which results directly or indirectly from facts or circumstances
relating to the person serving or having served in that capacity in
relation to the registrant or any of its subsidiaries or in the
capacity of an employee of the registrant or any of its subsidiaries:
(a) to any person (other than the registrant or a related body
corporate), which does not arise out of conduct involving a lack
of good faith or conduct known to the person to be wrongful;
(b) for costs and expenses incurred by the person in defending
proceedings, whether civil or criminal, in which judgment is
given in favor of the person or in which the person is acquitted,
or in connection with any application in relation to such
proceedings in which the court grants relief to the person under
the Corporations Law and the Corporations Regulations of
Australia.
(2) The registrant need not indemnify a person as provided for in
paragraph (1) in respect of a liability to the extent that the person
is entitled to an indemnity in respect of that liability under a
contract of insurance.
(3) To the extent permitted by law and without limiting the powers of the
registrant, the board of directors may authorize the registrant to,
and the registrant may enter into any:
(a) documentary indemnity in favor of; or
II-1
<PAGE>
(b) insurance policy for the benefit of,
a person who is, or has been, a director, secretary, auditor,
employee or other officer of the registrant or of a subsidiary of
the registrant, which indemnity or insurance policy may be in
such terms as the board of directors approves and, in particular,
may apply to acts or omissions prior to or after the time of
entering into the indemnity or policy; and
(4) The benefit of each indemnity given in paragraph (1) of Section 109
continues, even after its terms or the terms of this paragraph are
modified or deleted, in respect of a liability arising out of acts or
omissions occurring prior to the modification or deletion.
Item 15. Recent Sales of Unregistered Securities.
The following information relates to securities of the registrant issued or
sold by the registrant, or for which it has acted as manager with respect to,
that were not registered under the Securities Act:
1. The registrant was incorporated on February 2, 1996. Five fully paid
shares of A$1.00 each were allotted to St.George Bank on February 21,
1996.
2. The registrant acted as manager with respect to the following:
<TABLE>
<CAPTION>
Crusade Trust Crusade Euro Trust Crusade Euro Trust Crusade Auto Trust
No 1 of 1997 No 1 of 1998 No 2 of 1998 No 1 of 1999
------------------------ ------------------------ ------------------------ ------------------------
<S> <C> <C> <C> <C>
Date.............. August 1, 1997 March 19, 1998 September 29, 1998 August 27, 1999
Amount............ A$500 million US$500 million US$325 million A$571 million
Type.............. Mortgage Backed Mortgage Backed Mortgage Backed Auto Receivable Backed
Floating Rate Notes Floating Rate Notes Floating Rate Notes Floating Rate Notes
Class A Notes $A500m Class A Notes US$496m Class A Notes US$314m Class A1 A$128.45m
Class B Notes US$4m Class B Notes US$11m Class A2 A$200m
Class A3 A$196.81m
Class B A$20.4m
Class C A$12.42m
Exemption 100% domestic issue, not 100% European issue, not 100% European issue, 100% domestic issue, not
from offered in the USA. offered in the USA. not offered in the USA. offered in the USA
Registration......
Principal Bankers Trust Australia Deutsche Morgan Deutsche Bank, BT Alex Macquarie Bank Limited
Underwriters...... Limited Grenfell, BT Alex Brown Brown International, Deutsche Bank AG,
International, UBS Warburg Dillon Read Sydney Branch,
Limited St.George Bank Limited
Underwriting A$1,500,000 US$741,000 US$619,000 A$856,505
Fees.............
Offering BBSW + 23 basis points Class A: LIBOR + 18 Class A: LIBOR + 20 Class A1 BBSW + 17
Price............. basis points basis points basis points
Class B: LIBOR + 30 Class B: LIBOR + 45 Class A2 BBSW + 26
basis points basis points basis points
Class A3 BBSW + 36
basis points
Class B (subject to
Confidentiality
Agreement)
Class C (subject to
Confidentiality
Agreement)
Weighted 3.85 years 3.5 years 3.6 years Class A1 0.47 years
Average Life Class A2 1.28 years
to Call.......... Class A3 2.56 years
Class B 3.25 years
Class C 3.25 years
</TABLE>
II-2
<PAGE>
Item 16. Exhibits and Financial Statement Schedules.
<TABLE>
<CAPTION>
<S> <C>
1.1 Form of Underwriting Agreement.*
3.1 Memorandum of Association of the Registrant.*
3.2 Articles of Association of the Registrant.*
4.1 Master Trust Deed.*
4.2 Form of the Supplementary Terms Notice.*
4.3 Form of the Security Trust Deed.*
4.4 Form of the Note Trust Deed.*
4.5 Form of Agency Agreement.*
5.1 Opinion of Mayer, Brown & Platt as to legality of the notes.*
8.1 Opinion of Mayer, Brown & Platt as to certain tax matters
(included in Exhibit 5.1 hereof).*
8.2 Opinion of Allen Allen & Hemsley as to certain tax matters.
10.1 The Servicing Agreement.*
10.2 Custodian Agreement.*
10.3 Deed of Indemnity.*
10.4 Form of the Redraw Facility Agreement.*
10.5 Form of the Basis Swap.*
10.6 Form of the Fixed-Floating Rate Swap.*
10.7 Form of the Cross Currency Swap.*
10.8 Form of Seller Loan Agreement.*
10.9 Form of the Mortgage Insurance Policy.*
23.1 Consent of Mayer, Brown & Platt (included in Exhibit 5.1
hereof).*
23.2 Consent of Allen Allen & Hemsley (included in Exhibit 8.2
hereof).
24.1 Power of Attorney (included on signature pages).*
25.1 Statement of Eligibility of Note Trustee.*
99.1 Opinion of Allen Allen & Hemsley as to Enforceability of U.S.
Judgments under Australian Law.
</TABLE>
- ----------
* Previously filed.
II-3
<PAGE>
Item 17. Undertakings.
The undersigned registrant hereby undertakes that for purposes of
determining any liability under the Securities Act of 1933, 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
of 1933 shall be deemed to be part of this registration statement as of the time
it was declared effective. For the purposes of determining any liability under
the Securities Act of 1933, 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 that time
shall be deemed to be the initial bona fide offering thereof.
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 Securities Act
of 1933 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 of 1933 and will be governed by the final adjudication of such issue.
II-4
<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-11 and has duly caused this Amendment No. 4 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Sydney, Australia, on the 16th day of
September 1999.
Crusade Management Limited
By: /s/ Michael Harold See Bowan
----------------------------
Name: Michael Harold See Bowan
Title: Secretary
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 4 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* /s/ Gregory Michael Bartlett
- ------------------------------
Gregory Michael Bartlett Principal Executive Officer September 16, 1999
* /s/<S> Steven George McKerihan
- ------------------------------
Steven George McKerihan Principal Financial Officer September 16, 1999
* /s/ Steven George McKerihan
- ------------------------------
Steven George McKerihan Principal Accounting Officer September 16, 1999
* /s/ Gregory Michael Bartlett
- ------------------------------
Gregory Michael Bartlett Director September 16, 1999
/s/ Steven George McKerihan
- -----------------------------
Steven George McKerihan Director September 16, 1999
*/s/ Michael Bowan
- ------------------------------
By: Michael Bowan
Attorney-in-fact
</TABLE>
II-5
<PAGE>
Signature of Agent for Service of Process
Pursuant to the requirements of the Securities Act of 1933, the undersigned
hereby certifies that it is the agent for service of process in the United
States of the registrant with respect to the Registration Statement and signs
this Amendment No. 4 to the Registration Statement solely in such capacity.
/s/ Stefanie McDonald
-----------------------------------
Name: Stefanie McDonald
Address: CT Corporation System
111 Eighth Avenue
13th Floor
New York, New York 10011
Telephone: (212) 590-9100
II-6
<PAGE>
Exhibits Index
<TABLE>
<CAPTION>
Sequential
Exhibit Page
No. Description of Exhibit Number
- ------- ------------------------------------------------------------- -------
<S> <C> <C>
1.1 Form of Underwriting Agreement.* -----
3.1 Memorandum of Association of the Registrant.* -----
3.2 Articles of Association of the Registrant.* -----
4.1 Master Trust Deed.* -----
4.2 Form of the Supplementary Terms Notice.* -----
4.3 Form of the Security Trust Deed.* -----
4.4 Form of the Note Trust Deed.* -----
4.5 Form of Agency Agreement.* -----
5.1 Opinion of Mayer, Brown & Platt as to legality of the notes.* -----
8.1 Opinion of Mayer, Brown & Platt as to certain tax matters -----
(included in Exhibit 5.1 hereof).* -----
8.2 Opinion of Allen Allen & Hemsley as to certain tax matters. -----
10.1 The Servicing Agreement.* -----
10.2 Custodian Agreement.* -----
10.3 Deed of Indemnity.* -----
10.4 Form of the Redraw Facility Agreement.* -----
10.5 Form of the Basis Swap.* -----
10.6 Form of Fixed-Floating Rate Swap.* -----
10.7 Form of the Cross Currency Swap.* -----
10.8 Form of Seller Loan Agreement.* -----
10.9 Form of the Mortgage Insurance Policy.* -----
23.1 Consent of Mayer, Brown & Platt (included in Exhibit 5.1
hereof).* -----
23.2 Consent of Allen Allen & Hemsley (included in Exhibit 8.2
hereof). -----
24.1 Power of Attorney (included on signature pages).* -----
25.1 Statement of Eligibility of Note Trustee.* -----
99.1 Opinion of Allen Allen & Hemsley as to Enforceability of
U.S. Judgments under Australian Law. -----
</TABLE>
- ----------
* Previously filed.
II-7
<PAGE>
16 September 1999
Crusade Management Limited
4-16 Montgomery Street
Kogarah NSW 2217
Dear Sirs
CRUSADE GLOBAL TRUST NO. 1 OF 1999
We have acted for Crusade Management Pty Limited (CML) in connection with the
Crusade Global Trust No. 1 of 1999 (the Trust) to be constituted under the
Master Trust Deed (the Master Trust Deed) dated 14 March 1998 between AXA
Trustees Limited (formerly National Mutual Trustees Limited) (the Trustee) and
CML.
Definitions in the Prospectus (defined below) apply in this opinion but Relevant
Jurisdiction means the Commonwealth of Australia or New South Wales. No
assumption or qualification in this opinion limits any other assumption or
qualification in it.
1. Documents
We have examined the following draft documents:
(a) the Master Trust Deed;
(b) the Notice of Creation of Trust for the Trust;
(c) the Supplementary Terms Notice;
(d) the Note Trust Deed between CML, the Trustee, the Note Trustee
HSBC Issuer Services and the Security Trustee;
(e) the Note Issue Direction for the Trust;
(f) the Agency Agreement between, among others, CML, the Trustee; and
(g) a copy of the Prospectus which forms part of the Registration
Statement on Form S-11 (Registration No. 333-84977) filed by CML
with the Securities and Exchange Commission (the Commission)
under the US Securities Act of 1933 as amended, relating to the
offer and sale of the Class A Notes by the Trustee (the
Prospectus).
<PAGE>
16 September 1999 Crusade Management Limited Allen Allen & Hemsley
- --------------------------------------------------------------------------------
2. Assumption
For the purposes of giving this opinion we have assumed that where a
document has been submitted to us in draft form it will be executed in
the form of that draft.
3. Qualifications
Our opinion is subject to the following qualifications.
(a) We express no opinion as to any laws other than the laws of each
Relevant Jurisdiction as in force at the date of this opinion
and, in particular we express no opinion as to the laws of
England or the United States.
(b) Our opinion is subject to the explanations and qualifications set
forth under the caption "Australian Tax Matters" in the
Prospectus.
4. Opinion
Based on the assumptions and subject to the qualifications set out
above we are of the opinion that while the section entitled "Australian
Tax Matters" in the Prospectus does not purport to discuss all possible
Australian tax ramifications of the purchase, ownership, and
disposition of the Class A Notes, we hereby adopt and confirm the
opinions set forth in the Prospectus under the heading "Australian Tax
Matters" which discuss the material Australian income tax consequences
of the purchase ownership and disposition of the Notes. There can be no
assurance, however, that the tax conclusions presented in that section
will not be successfully challenged by the Australian Taxation Office,
or significantly altered by new legislation, changes in Australian
Taxation Office positions or judicial decisions, any of which
challenges or alterations may be applied retroactively with respect to
completed transactions.
We consent to the filing of this letter as an exhibit to the
Registration Statement on Form S-11 filed with the Prospectus and to
the references to this firm under the heading "Australian Tax Matters",
"Enforcement of Foreign Judgments in Australia" and "Legal Matters" in
the Prospectus, without admitting that we are "experts" within the
meaning of the Securities Act of 1933 of the rules and regulations of
the Commission issued under that Act with respect to any part of the
Registration Statement, including this exhibit.
Yours faithfully
/s/ Andrew Jinks
- ------------------------
Andrew Jinks
Partner
[email protected]
Tel (02) 9230 4925
- --------------------------------------------------------------------------------
Page 2 of 2
<PAGE>
16 September 1999
Crusade Management Limited
4-16 Montgomery Street
Kogarah NSW 2217
Dear Sirs
CRUSADE GLOBAL TRUST NO. 1 OF 1999
We have acted for Crusade Management Pty Limited (CML) in connection with the
Crusade Global Trust No. 1 of 1999 (the Trust) to be constituted under the
Master Trust Deed (the Master Trust Deed) dated 14 March 1998 between AXA
Trustees Limited (formerly National Mutual Trustees Limited) (the Trustee) and
CML.
Definitions in the Prospectus which forms a part of the Registration Statement
on Form S-11 (Registration No. 333-84977) filed by CML with the Securities and
Exchange Commission under the US Securities Act of 1933 as amended and relating
to the offer and sale of the Class A Notes by the Trustee (the Prospectus) apply
in this opinion. Relevant Jurisdiction means the Commonwealth of Australia or
New South Wales. No assumption or qualification in this opinion limits any other
assumption or qualification in it.
1. Documents
We have examined a copy of the Prospectus.
2. Assumption
For the purposes of giving this opinion we have assumed that where a
document has been submitted to us in draft form it will be executed in
the form of that draft.
3. Qualifications
Our opinion is subject to the following qualification that we express
no opinion as to any laws other than the laws of each Relevant
Jurisdiction as in
<PAGE>
16 September 1999 Crusade Management Limited Allen Allen & Hemsley
- --------------------------------------------------------------------------------
force at the date of this opinion and, in particular we express no
opinion as to the laws of England or the United States.
4. Opinion
Based on the assumptions and subject to the qualifications set out
above (which, except where expressly stated, apply equally to each of
the opinions below) we are of the following opinion.
(a) Any final and conclusive judgment of a court of the State of New
York, USA, or the United States Federal Court having jurisdiction
recognised by a the Relevant Jurisdiction, in respect of an
obligation under a Class A Note, which is for a fixed sum of
money, would be enforceable by action in the courts of each
Relevant Jurisdiction without a re-examination of the merits of
the issues determined by the proceedings in the New York court
unless:
(i) the proceedings in the New York State court or the United
States Federal Court, as applicable, involved a denial of
the principles or natural justice;
(ii) the judgment is contrary to the public policy of the
Relevant Jurisdiction;
(iii) the judgment was obtained by fraud or duress or was based
on a clear mistake of fact;
(iv) the judgment is a penal or revenue judgment; or
(v) there has been a prior judgment in another court between
the same parties concerning the same issues as are dealt
with in the judgment or the New York State Court or the
United States Federal Court (as applicable).
In particular, actions in a Relevant Jurisdiction (including as
original actions or as actions to enforce judgments of a United
States court) relating to civil liabilities predicated on Federal
securities laws of the United States may not be enforceable in a
Relevant Jurisdiction.
(b) A judgment by a court in a Relevant Jurisdiction may be given in
some cases only in Australian dollars.
We consent to the filing of this letter as an exhibit to the Registration
Statement on Form S-11 filed with the Prospectus, without admitting that we are
"experts" within the meaning of the Securities Act of 1933 of the rules and
regulations of the Commission issued under that Act with respect of any part of
the Registration Statement, including this exhibit.
Yours faithfully
/s/ Allen Allen & Hemsley
- --------------------------------------------------------------------------------
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