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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 12, 2000
REGISTRATION NO. 333-34842
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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AMENDMENT NO. 2 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GREATAMERICA LEASING RECEIVABLES 2000-1, L.L.C.
(ISSUER OF THE NOTES)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 532420 42-1502818
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
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GREATAMERICA LEASING RECEIVABLES 2000-1, L.L.C.
625 FIRST STREET SE, SUITE 701
CEDAR RAPIDS, IA 52401
(319) 365-8449
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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COPIES TO:
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WALTER BEGLEY, ESQ. PAUL MURPHY, ESQ.
CHAPMAN AND CUTLER MOORE & VAN ALLEN, PLLC
111 WEST MONROE 100 NORTH TRYON STREET
CHICAGO, ILLINOIS 60603-4080 CHARLOTTE, NORTH CAROLINA 28202
(312) 845-3904 (704) 331-3510
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED TRANSFER TO THE PUBLIC: As
soon as practicable after the effective date of this Registration Statement.
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,
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, 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 the delivery of the prospectus is expected to be made pursuant to Rule
434 under the Securities Act, check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE AGGREGATE PRICE AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED(1) PER UNIT(2) PRICE(2) REGISTRATION FEE(3)
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Class A-1 Receivable-Backed
Notes............................ $ 72,516,252 100% $ 72,516,252 $19,144
Class A-2 Receivable-Backed
Notes............................ $ 62,104,904 100% $ 62,104,904 $16,396
Class A-3 Receivable-Backed
Notes............................ $ 23,243,941 100% $ 23,243,941 $ 6,136
Class A-4 Receivable-Backed
Notes............................ $ 44,187,700 100% $ 44,187,700 $11,666
Class B Receivable-Backed Notes.... $ 13,316,841 100% $ 13,316,841 $ 3,516
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TOTAL.................... $215,369,638 100% $215,369,638 $56,858
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(1) The amount of Notes being registered represents the maximum aggregate
principal amount of Notes currently expected to be offered for sale.
(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(a).
(3) Previously paid.
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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.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. 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.
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SEC Registration Fee........................................ $ 56,858
Printing and Engraving Expenses............................. $ 75,000
Trustee's Fees and Expenses................................. $ 5,000
Legal Fees and Expenses..................................... $300,000
Blue Sky Fees and Expenses.................................. $ 5,000
Accountants' Fees and Expenses.............................. $ 40,000
Rating Agency Fees.......................................... $140,000
Miscellaneous Fees.......................................... $ 25,000
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Total.................................................. $646,858
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* All amounts except the SEC Registration Fee are estimates of expenses incurred
or to be incurred in connection with the issuance and distribution of the
Notes.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Delaware Limited Liability Company Act (Section 18-108) gives Delaware
limited liability companies broad powers to indemnify and hold harmless any
member or manager or other person from and against any and all claims and
demands whatsoever. The issuer shall, to the fullest extent permitted by the
Act, indemnify and hold harmless, and advance expenses to, each member or
manager against any losses, claims, damages or liabilities to which the
indemnified party may become subject in connection with any matter arising from,
related to, or in connection with, the issuer's business or affairs.
Pursuant to agreements which the Registrant may enter into with
underwriters or agents (forms of which will be included as exhibits to this
registration statement), officers and directors of the Registrant, and
affiliates thereof, may be entitled to indemnification by such underwriters or
agents against certain liabilities, including liabilities under the Securities
Act of 1933, as amended, arising from information which has been or will be
furnished to the Registrant by such underwriters or agents that appears in the
registration statement or any prospectus.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Inapplicable.
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ITEM 16. EXHIBITS AND FINANCIAL STATEMENTS
(a) Exhibits
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1.1 Form of Underwriting Agreement (previously filed)
3.1 Form of Certificate of Formation of the issuer (previously
filed)
3.2 Form of Limited Liability Company Agreement of the issuer
(previously filed)
4.1 Form of Indenture (including form of notes) (previously
filed)
5.1 Opinion of Chapman and Cutler (previously filed)
8.1 Tax opinion of Chapman and Cutler (previously filed)
8.2 Tax opinion of Chapman and Cutler (previously filed)
10.1 Form of Transfer and Servicing Agreement (previously filed)
10.2 Form of Custodian Agreement (previously filed)
23.1 Consent of Chapman and Cutler (included in Exhibit 5.1)
(previously filed)
23.2 Consent of Chapman and Cutler (included in Exhibit 8.1)
(previously filed)
23.3 Consent of Chapman and Cutler (included in Exhibit 8.2)
(previously filed)
23.4 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (previously filed)
25.1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of indenture trustee (previously
filed)
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(b) Financial Statements
Balance Sheet of GreatAmerica Leasing Receivables 2000-1, L.L.C.
ITEM 17. EXHIBITS AND FINANCIAL STATEMENTS
The undersigned Registrant hereby undertakes:
(a) That 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 provisions described
under Item 14 above, 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 act and will be governed by the final adjudication of such issue.
(b) 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.
(c) That, for the purpose 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.
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(d) 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 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; 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.
(e) 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this amendment to its registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Cedar Rapids, State of Iowa, on June 12, 2000.
GreatAmerica Leasing Receivables
2000-1, L.L.C.
By: /s/ TONY GOLOBIC
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Name: Tony Golobic
Title: President and Chief Executive
Officer
By: /s/ STANLEY M. HERKELMAN
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Name: Stanley M. Herkelman
Title: Senior Vice President and
Secretary
GreatAmerica Leasing Corporation, as
member
By: /s/ TONY GOLOBIC
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Name: Tony Golobic
Title: President and Chief Executive
Officer
GreatAmerica Leasing Receivables 2000
Corporation, as member
By: /s/ TONY GOLOBIC
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Name: Tony Golobic
Title: President and Chief Executive
Officer
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EXHIBIT INDEX
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1.1 Form of Underwriting Agreement (previously filed)
3.1 Form of Certificate of Formation of the issuer (previously
filed)
3.2 Form of Limited Liability Company Agreement of the issuer
(previously filed)
4.1 Form of Indenture (including form of notes) (previously
filed)
5.1 Opinion of Chapman and Cutler (previously filed)
8.1 Tax opinion of Chapman and Cutler (previously filed)
8.2 Tax opinion of Chapman and Cutler (previously filed)
10.1 Form of Transfer and Servicing Agreement (previously filed)
10.2 Form of Custodian Agreement (previously filed)
23.1 Consent of Chapman and Cutler (included in Exhibit 5.1)
(previously filed)
23.2 Consent of Chapman and Cutler (included in Exhibit 8.1)
(previously filed)
23.3 Consent of Chapman and Cutler (included in Exhibit 8.2)
(previously filed)
23.4 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (previously filed)
25.1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of indenture trustee (previously
filed)
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