As filed with the Securities and Exchange Commission on February 27, 1997
Registration No. 333-20503
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
Registration Statement
Under
The Securities Act of 1933
Countrywide Credit Industries, Inc.
(Exact name of registrant as specified in its charter)
Delaware 155 North Lake Avenue 13-2641992
Pasadena, CA 91101
(State or other (818) 304-8400 (I.R.S. Employer
jurisdiction of (Address, including zip Identification No.)
incorporation or code, and telephone
organization) number, including area
code, of registrant's
principal executive
offices)
David S. Loeb
President and Chairman of
the Board
Countrywide Credit
Industries, Inc.
155 North Lake Avenue
Pasadena, CA 91101
(818) 304-8400
(Name, address, including
zip code, and telephone
number, including area
code, of agent for
service)
----------------------
Copies to:
Kenneth R. Blackman, Esq.
Fried, Frank, Harris,
Shriver & Jacobson
One New York Plaza
New York, New York 10004-
1980
(212) 859-8000
----------------------
Approximate date of commencement of proposed sale to the 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 1993, other than securities offered
only in connection with dividend or interest reinvestment 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. [ ] __________
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
- ---------------------------------------------------------------
Title of
each class Proposed Proposed
of Maximum Maximum
securities Amount to Offering Aggregate
to be be Price Offering Amount of
registered Registered per Share Price Registration
(1) (1) (1)(2) (1)(2) Fee (3)
- ----------- ----------- ----------- ----------- -----------
Common
Stock, par
value $.05 213,439 $30.44 $6,496,992 $1,968.79
- ----------- ----------- ----------- ----------- -----------
(1) Also incudes associated preferred stock purchase rights.
(2) The offering price per share is estimated pursuant to Rule
457(c) solely for the purpose of calculating the
registration fee and is based on the average of the high and
low price of shares of Common Stock as reported on the New
York Stock Exchange on January 24, 1997 (which date is
within five business days prior to the date of the initial
filing of this Registration Statement).
(3) Previously paid.
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.
SUBJECT TO COMPLETION, DATED FEBRUARY 27, 1997
PROSPECTUS
COUNTRYWIDE CREDIT INDUSTRIES, INC.
213,439 Shares of Common Stock
All of the shares of Common Stock, par value $.05 per share
(the "Common Stock"), of Countrywide Credit Industries, Inc., a
Delaware corporation (the "Company"), offered hereby (the
"Shares") are being offered on behalf of the Employee Stock
Ownership Trust (the "Selling Stockholder") of Leshner Financial,
Inc. ("LFI"). The Shares are to be issued to the Selling
Stockholder in exchange for shares of common stock of LFI in
connection with the acquisition by the Company in a private
transaction of all of the outstanding capital stock of LFI (the
"Acquisition"). See "Selling Stockholder" and "Plan of
Distribution."
The Shares may be sold from time to time by the Selling
Stockholder. Such sales may be made on the New York Stock
Exchange ("NYSE"), the Pacific Stock Exchange or other Exchanges
(if the Common Stock is listed for trading thereon) or otherwise
at prices and at terms then prevailing, at prices related to the
then current market price or at negotiated prices. The Shares
may be sold by any one or more of the following methods: (i) a
block trade in which the broker or dealer so engaged will attempt
to sell the securities as agent but may position and resell a
portion of the block as principal to facilitate the transactions;
(ii) purchases by a broker or dealer as principal and resale by
such broker or dealer for its account; (iii) ordinary brokerage
transactions and transactions in which the broker solicits
purchasers; and (iv) privately negotiated transactions.
The Selling Stockholder and any broker-dealers, agents or
underwriters that participate with the Selling Stockholder in the
distribution of the Shares may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"), and any commissions received by such broker-
dealers, agents or underwriters and any profit on the resale of
the Shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.
The Common Stock is traded on the NYSE and the Pacific Stock
Exchange under the trading symbol "CCR." On February 26, 1997,
the closing sales price per share of the Common Stock, as
reported by the NYSE, was 29-1/8.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
NO DEALER, SALESPERSON OR ANY OTHER INDIVIDUAL HAS BEEN
AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE HEREBY. IF GIVEN OR
MADE, ANY SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR A
SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH
OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON
TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
The date of this Prospectus is ________ __, 1997.
[REDHERRING]
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.
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED
ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION
TO THE CONTRARY IS UNLAWFUL.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE COMMISSIONER OF INSURANCE FOR THE STATE OF NORTH CAROLINA.
NOR HAS THE COMMISSIONER OF INSURANCE RULED UPON THE ACCURACY OR
ADEQUACY OF THIS DOCUMENT.
AVAILABLE INFORMATION
This Prospectus constitutes a part of a Registration
Statement on Form S-3 (together with all amendments and exhibits
thereto, the "Registration Statement") filed by the Company with
the Securities and Exchange Commission (the "SEC") under the
Securities Act, with respect to the Shares. This Prospectus does
not contain all of the information set forth in such Registration
Statement, certain parts of which are omitted in accordance with
the rules and regulations of the SEC. Reference is made to such
Registration Statement and to the exhibits relating thereto for
further information with respect to the Company. Any statements
contained herein concerning the provisions of any document filed
as an exhibit to the Registration Statement or otherwise filed
with the SEC or incorporated by reference herein are not
necessarily complete, and, in each instance, reference is made to
the copy of such document so filed for a more complete
description of the matter involved. Each such statement is
qualified in its entirety by such reference.
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy
statements and other information with the SEC. Reports, proxy
statements and other information concerning the Company can be
inspected and copied at prescribed rates at the SEC's Public
Reference Room, Judiciary Plaza, 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549, as well as the following Regional
Offices of the SEC: 7 World Trade Center, Suite 1300, New York,
New York 10048; and Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. The SEC also maintains a
Web site (http://www.sec.gov) from which such reports, proxy
statements and other information concerning the Company may be
obtained. Such reports, proxy statements and other information
may also be inspected at the offices of the following stock
exchanges on which the Company's Common Stock is listed: the New
York Stock Exchange, 20 Broad Street, New York, New York 10005
and the Pacific Stock Exchange, 115 Sansome Street, San
Francisco, California 94104.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in
this Prospectus: (a) the Company's Annual Report on Form 10-K
for the fiscal year ended February 29, 1996; (b) the Company's
Quarterly Reports on Form 10-Q for the quarters ended May 31,
1996, August 31, 1996 and November 30, 1996; (c) the description
of the Common Stock contained in the Company's Registration
Statement on Form 8-B, filed with the SEC on February 6, 1987;
and (d) the description of the Company's Preferred Stock Purchase
Rights contained in the Company's Registration Statement on
Form 8-A, filed with the SEC on February 12, 1988.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the
date of this Prospectus and prior to the termination of the
offering of the Shares shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statements contained in
this Prospectus or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that
a statement contained herein or therein (or in any subsequently
filed document that also is or is deemed to be incorporated by
reference herein or therein) modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company will provide without charge to each person to
whom a copy of this Prospectus has been delivered; upon the
written or oral request of such person, a copy of any or all of
the documents referred to above which have been or may be
incorporated by reference herein or therein (other than exhibits
to such documents unless such exhibits are specifically
incorporated by reference in such documents). Requests for such
copies should be directed to Countrywide Credit Industries, Inc.,
155 North Lake Avenue, P.O. Box 7137, Pasadena, California 91109-
7137 (telephone (818) 304-8400), Attention: Investor Relations.
THE COMPANY
Countrywide Credit Industries, Inc. (the "Company") is a
holding company which, through its principal subsidiary,
Countrywide Home Loans, Inc. ("CHL"), is engaged primarily in the
mortgage banking business. The Company, through its other wholly-
owned subsidiaries, offers products and services complementary to
its mortgage banking business. A subsidiary of the Company
trades with other broker-dealers and institutional investors
mortgage-backed securities and other mortgage-backed assets. The
Company has a subsidiary which acts as an agent in the sale of
homeowners, fire, flood, earthquake, mortgage life and disability
insurance to CHL's mortgagors in connection with CHL's mortgage
banking operations. Another subsidiary of the Company earns fee
income by brokering servicing contracts owned by other mortgage
lenders and loan servicers. The Company also has a subsidiary
that acts as a provider of various title insurance and escrow
services in the capacity of an agent rather than an underwriter.
On February 28, 1997, the Company will acquire all of the outstanding
Common stock of LFI in the Acquisition in exchange for shares of
Common Stock having a market value of approximately $19.3 million,
based on the closing price of the Common Stock as reported on the
NYSE on February 26, 1997. LFI operates through its wholly
owned subsidiaries as a broker-dealer, an investment advisor and
fund manager and also as a service provider for unaffiliated
mutual funds.
CHL (formerly Countrywide Funding Corporation), the
principal subsidiary of the Company, is engaged primarily in the
mortgage banking business and as such originates, purchases,
sells and services mortgage loans. CHL's mortgage loans are
principally prime credit quality first-lien mortgage loans
secured by single- (one to four) family residences. CHL also
offers home equity loans both in conjunction with newly produced
first-lien mortgages and as a separate product and sub-prime
credit quality first-lien single-family mortgage loans. The
principal sources of revenue of CHL are: (i) loan origination
fees; (ii) gains from the sale of loans, if any; (iii) interest
earned on mortgage loans during the period that they are held by
CHL pending sale, net of interest paid on funds borrowed to
finance such mortgage loans; (iv) loan servicing fees; and (v)
interest benefit derived from the custodial balances associated
with CHL's servicing portfolio.
CHL produces mortgage loans through three separate
divisions. The Consumer Markets Division originates loans using
direct contact with consumers through its nationwide network of
retail branch offices and its telemarketing systems. Through its
Wholesale Division, CHL originates loans through and purchases
loans from mortgage loan brokers. Through the Correspondent
Division, CHL purchases loans primarily from other mortgage
bankers, commercial banks, savings and loan associations, credit
union and other financial intermediaries. CHL customarily sells
all loans that it originates or purchases. Substantially all
loans sold by CHL are sold without recourse, subject, in the case
of loan guaranties by the Veterans Administration, to the limits
of such guaranties.
CHL services on a non-recourse basis substantially all of
the mortgage loans that it originates or purchases. In addition,
CHL purchases bulk servicing contracts, also on a non-recourse
basis, to service single-family residential mortgage loans
originated by other lenders. Servicing mortgage loans includes
collecting and remitting loan payments, making advances when
required, accounting for principal and interest, holding
custodial (impound) funds for payment of property taxes and
hazard insurance, making any physical inspections of the
property, counseling delinquent mortgagors, supervising
foreclosures and property dispositions in the event of unremedied
defaults and generally administering the loans. CHL receives fee
income for servicing mortgage loans ranging generally from 1/4%
to 1/2% per annum on the declining principal balances of the
loans. CHL has sold, and may sell in the future, a portion of
its portfolio of loan servicing rights to other mortgage
servicers.
CHL's principal financing needs are the financing of loan
funding activities and the investment in servicing rights. To
meet these needs, CHL currently utilizes commercial paper
supported by its revolving credit facility, medium-term notes,
mortgage-backed securities, repurchase agreements, subordinated
notes, unsecured notes, pre-sale funding facilities and cash
flows from operations. In the past, CHL has utilized whole loan
repurchase agreements, servicing secured bank facilities, direct
borrowings from its revolving credit facility, privately-placed
financings and contributions from the Company of the proceeds of
public offerings of preferred and common stock.
Countrywide Asset Management Corp. ("CAMC"), a wholly owned
subsidiary of the Company, currently manages a publicly traded
real estate investment trust, CWM Mortgage holdings, Inc.
("CWM"). All CWM management and other personnel are employed by
CAMC and CWM pays CAMC base and incentive fees under a management
contract. On November 4, 1996, the Company announced that CWM
and the Company had reached a preliminary understanding on
restructuring the business relationship between the two
companies. In substance, CWM will acquire the operations and
employees of CAMC, and in return, the Company will receive a
significant equity position in CWM. The proposed transaction is
structured as a merger of CAMC with and into CWM, with the
Company to receive approximately 3.6 million newly issued common
shares of CWM common stock, subject to adjustment based on the
market price of CWM common stock prior to closing. Based on the
closing price of CWM common stock on the NYSE on February 26,
1997, the market value of the CWN common stock to be received in
the proposed transaction is approximately $80.0 million. On
January 29, 1997, the Company and CWM entered into a definitive
agreement with respect to the proposed transaction; however,
and there can be no assurance that the proposed transaction
will be consummated.
The Company is a Delaware Corporation, and was originally
incorporated in New York under the name of OLM Credit Industries,
Inc. in 1969. Its principal executive offices are located at 155
North Lake Avenue, P.O. Box 7137, Pasadena, California 91109-
7137, and its telephone number is (818) 304-8400.
USE OF PROCEEDS
A portion of the proceeds from the sale of the Shares will
be used to repay in full indebtedness of the Employee Stock
Ownership Plan of Leshner Financial, Inc. (the "ESOP") to LFI (a
subsidiary of the Company) under an ESOP Loan Agreement, dated as
of October 2, 1989, as amended, by and among LFI, its
subsidiaries, and the Trustee of the ESOP. Such indebtedness
was incurred in connection with the acquisition by the ESOP
of the shares of common stock of LFI held by the ESOP prior
to the Acquisition. As of February 25, 1997, such indebtedness
amounted to $942,765. The ESOP will receive, for the benefit
of the participants in the ESOP, the balance of the net proceeds
from sales of shares of Common Stock sold by the Selling
Stockholder. See "Selling Stockholder" and "Plan of Distribution."
SELLING STOCKHOLDER
The Shares were issued to the Selling Stockholder in exchange
for shares of common stock of LFI in connection with the Acquisition.
The registration effected hereby is being effected pursuant to
certain registration rights granted by the Company in connection
with the Acquisition. The following table sets forth certain
information regarding the beneficial ownership of the Company's
Common Stock which may be offered from time to time pursuant to this
Prospectus. Other than as a result of the ownership of the
Common Stock, the Selling Stockholder has not had any material
relationship with the Company within the past three years.
Shares Owned Upon
Shares Owned Prior Completion of the
to the Offering Offering
------------------- -------------------
Number Number of Shares Number
Identity of Percentage Being Offered of Percentage
of Owner Shares of Class in the Offering Shares of Class
- -------- ------- ---------- ------------------ ------- ----------
Employee 213,439 * 213,439 0 0
Stock
Ownership
Trust of
LFI
- -----------------------
*Does not exceed 1% of the total.
DESCRIPTION OF CAPITAL STOCK
GENERAL
The authorized capital stock of the Company consists of
240,000,000 shares of Common Stock, par value $.05 per share, and
1,500,000 shares of Preferred Stock, par value $.05 per share.
The following summary description of the capital stock of the
Company does not purport to be complete and is qualified in its
entirety by reference to the Company's Restated Certificate of
Incorporation, as amended (the "Certificate of Incorporation"), a
copy of which is filed as an exhibit to the Registration
Statement of which this Prospectus is part.
COMMON STOCK
As of February 24, 1997, 104,991,461 shares of Common Stock
were issued and outstanding. Each holder of record of Common
Stock is entitled to one vote per share on all matters submitted
to a vote of holders. Dividends may be paid to the record
holders of Common Stock when, as and if declared by the Board of
Directors of the Company (the "Board of Directors"), out of funds
legally available therefor, and each share of Common Stock is
entitled to share equally therein and in other distributions to
holders of Common Stock, including distributions upon
liquidation, dissolution or winding up of the Company. The
Common Stock carries no preemptive rights, conversion or
subscription rights, redemption provisions, sinking fund
provisions or cumulative voting rights.
PREFERRED STOCK PURCHASE RIGHTS
In February 1988, the Board of Directors declared a dividend
distribution of one preferred stock purchase right ("Right") for
each outstanding share of Common Stock. As the result of stock
splits and stock dividends, 0.399 of a Right is presently
associated with each outstanding share of Common Stock and the
same fraction of a Right will be associated with each share of
Common Stock issued prior to the Distribution Date (as defined
below). Each Right, when exercisable, entitles the holder to
purchase from the Company one one-hundredth of a share of Series
A Participating Preferred Stock, par value $0.05 per share, of
the Company (the "Series A Preferred Stock"), at a price of $145,
subject to adjustments in certain cases to prevent dilution.
The Rights are evidenced by the Common Stock certificates
and are not exercisable or transferable, apart from the Common
Stock, until the date (the "Distribution Date") of the earlier of
a public announcement that a person or group, without prior
consent of the Company, has acquired 20% or more of the Common
Stock (an "Acquiring Person"), or ten days (subject to extension
by the Board of Directors) after the commencement of a tender
offer made without the prior consent of the Company.
In the event a person becomes an Acquiring Person, then each
Right (other than those owned by the Acquiring Person) will
entitle its holder to purchase, at the then current exercise
price of the Right, that number of shares of Common Stock, or the
equivalent thereof, which, at the time of such transaction, would
have a market value of two times the exercise price of the Right.
The Board of Directors may delay the exercisability of the Rights
during the period in which they are exercisable only for Series A
Preferred Stock (and not Common Stock).
In the event that, after a person had become an Acquiring
Person, the Company is acquired in a merger or other business
combination, as defined for the purposes of the Rights, each
Right (other than those held by the Acquiring Person) will
entitle its holder to purchase, at the then current exercise
price of the Right, that number of shares of Common Stock, or the
equivalent thereof, of the other party (or publicly traded parent
thereof) to such merger or business combination which at the time
of such transaction would have a market value of two times the
exercise price of the Right. The Rights expire on the earlier of
February 28, 2002, the consummation of certain merger
transactions or the optional redemption by the Company prior to
any person becoming an Acquiring Person.
PREFERRED STOCK
The Board of Directors is authorized to provide for the
issuance of Preferred Stock in one or more series with such
distinctive designations as may be stated in the resolution or
resolutions providing for the issue of such Preferred Stock. At
the time that any series of Preferred Stock is authorized, the
Board of Directors will fix the dividend rights, any conversion
rights, any voting rights, redemption provisions, liquidation
preferences and any other rights, preferences, privileges and
restrictions of such series, as well as the number of shares
constituting such series and the designation thereof.
The only series of Preferred Stock currently authorized by
the Board of Directors for issuance is the Series A Preferred
Stock in connection with the exercise of Rights. See "-Preferred
Stock Purchase Rights."
The Board of Directors could, without stockholder approval,
cause the Company to issue Preferred Stock which has voting,
conversion and other rights which could adversely affect the
holders of Common Stock or make it more difficult to effect a
change in control of the Company. The Preferred Stock could be
used to dilute the stock ownership of persons seeking to obtain
control of the Company and thereby hinder a possible takeover
attempt which, if stockholders were offered a premium over the
market value of their shares, might be viewed as being beneficial
to the stockholders of the Company. In addition, the Preferred
Stock could be issued with voting, conversion and other rights
and preferences which would adversely affect the voting power and
other rights of holders of Common Stock.
CERTAIN PROVISIONS OF THE CERTIFICATE
OF INCORPORATION AND BYLAWS OF THE COMPANY
In addition to the Rights described above under "-Preferred
Stock Purchase Rights" and the terms of any Preferred Stock that
the Company may determine to issue as described above under
"-Preferred Stock," certain other provisions of the Certificate
of Incorporation and the Company's Bylaws may have the effect of
making it more difficult for a third party to acquire, or of
discouraging a third party from attempting to acquire, control of
the Company. The Certificate of Incorporation (i) provides for a
three-year staggered Board of Directors, vacancies on which shall
be filled by the Board of Directors and whose members may be
removed only for cause and only by the vote of the holders of two-
thirds of the outstanding shares of Common Stock, (ii) limits the
Company's power to purchase shares of voting stock of the Company
(capital stock having the right to vote generally on matters
relating to the Company and any security which is convertible
into such stock) from a five percent holder at a price in excess
of its fair market value, unless such purchase is approved by a
majority of these shares (unless a greater vote is required by
law), excluding the vote of such five percent holder, (iii)
prohibits action by written consent of the stockholders and (iv)
provides that the Company's Bylaws may be amended by the Board of
Directors or, with certain exceptions, a vote of two-thirds of
the voting shares and further provides that a two-thirds vote of
all voting shares of the Company is required to amend the
provisions of the Certificate of Incorporation referred to in
this sentence, unless such amendment has been approved by two-
thirds of the Board of Directors and a majority of the continuing
directors (directors who became members of the Board of Directors
prior to the time when any stockholder who beneficially owns ten
percent of the outstanding shares first became a ten percent
stockholder). The Company's Bylaws provide that special meetings
of the stockholders may be called only the directors and limits
the business which may be transacted at such meetings to those
matters set forth in the request of the proposed meeting.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock is The
Bank of New York.
PLAN OF DISTRIBUTION
A portion of the proceeds from the sale of the shares will
be used to repay in full indebtedness of the ESOP to LFI (a
subsidiary of the Company) under an ESOP Loan Agreement, dated as
of October 2, 1989, as amended, by and among LFI, its
subsidiaries, and the trustee of the ESOP. Such indebtedness was
incurred in connection with the acquisition by the ESOP of the
shares of common stock of LFI held by the ESOP prior to the
Acquisition. As of February 25, 1997, such indebtedness amounted
$942,765. The ESOP will receive, for the benefit of the
participants in the ESOP, the balance of the net proceeds from
sales of shares of Common Stock sold by the Selling Stockholder.
The Shares may be sold from time to time by the Selling
Stockholder. Such sales may be made on the NYSE, the Pacific
Stock Exchange or other Exchanges (if the Common Stock is listed
for trading thereon) or otherwise at prices and at terms then
prevailing, at prices related to the then current market price or
at negotiated prices. The Shares may be sold by any one or more
of the following methods: (i) a block trade in which the broker
or dealer so engaged will attempt to sell the securities as agent
but may position and resell a portion of the block as principal
to facilitate the transactions; (ii) purchases by a broker or
dealer as principal and resale by such broker or dealer for its
account; (iii) ordinary brokerage transactions and transactions
in which the broker solicits purchasers; and (iv) privately
negotiated transactions.
The Selling Stockholder and any broker-dealers, agents or
underwriters that participate with the Selling Stockholder in the
distribution of the Shares may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"), and any commissions received by such broker-
dealers, agents or underwriters and any profit on the resale of
the Shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.
Under the Exchange Act and the regulations thereunder, any
person engaged in a distribution of the Shares offered by this
Prospectus may not simultaneously engage in market making
activities with respect to the Common Stock during any applicable
"cooling off" periods prior to the commencement of such
distribution. In addition, and without limiting the foregoing,
the Selling Stockholder will be subject to applicable provisions
of the Exchange Act and the rules and regulations thereunder
including, without limitation, Rules 10b-6 and 10b-7 (or their
successor Regulation M) which provisions may limit the timing
of purchases and sales of Common Stock by the Selling Stockholder.
There can be no assurance that the Selling Stockholder will
sell any or all of the Shares hereby registered. To the extent
required, the Company will use its best efforts to file, during
any period in which offers or sales are being made, one or more
supplements to this Prospectus to describe any material
information with respect to the plan of distribution not
previously disclosed in this Prospectus or any material change to
such information in this Prospectus.
The registration effected hereby is being effected pursuant
to certain registration rights previously granted by the Company
to the Selling Stockholder at the time of the Acquisition. The
Company has agreed to bear all expenses (other than underwriting
discounts and commissions of any underwriters, brokers, sellers
or agents retained by the Selling Stockholder) in connection with
the registration and sale of the Shares being offered by the
Selling Stockholder.
LEGAL MATTERS
The validity of the Shares will be passed upon for the
Company by Fried, Frank, Harris, Shriver & Jacobson, a
partnership including professional corporations, New York, New
York. Edwin Heller (whose professional corporation retired as a
partner of Fried, Frank, Harris, Shriver & Jacobson in September
1996) is of counsel to Fried, Frank, Harris, Shriver & Jacobson
and a director of the Company.
EXPERTS
The annual consolidated financial statements of the Company
incorporated by reference in the Registration Statement, of which
this Prospectus forms a part, have been audited by Grant Thornton
LLP, independent certified public accountants, for the periods
and to the extent indicated in their report thereon, and have
been so incorporated in reliance upon the authority of such firm
as experts in accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
SEC registration fee............................ $ 1,987.20
Legal fees and expenses......................... 20,000.00
Accounting fees and expenses.................... 12,000.00
Total...................................... $33,987.20
============
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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 Delaware corporations may purchase insurance on behalf of
any such director, officer, employee or agent.
Article SIXTH of the Certificate of Incorporation of the
Company provides that the Company may indemnify its directors and
officers to the full extent permitted by the laws of the State of
Delaware. Article VIII of the Company's Bylaws provides that the
Company shall indemnify its directors and officers against any
threatened, pending or completed action, suit or proceeding or
investigation brought against such directors and officers by
reason of the fact that such persons were such directors or
officers, provided that such persons acted in good faith and in a
manner which they reasonably believed to be in or not opposed to
the best interests of the Company; except that in the case of
actions brought by or in the right of the Company to procure a
judgment in its favor, no indemnification is permitted in respect
to any claim, issue or matter as to which any such director or
officer shall have been adjudged to be liable to the Company
unless the court in which the action was brought determines that
such person is entitled to indemnification. The Company's Bylaws
further contemplate that the indemnification provisions permitted
thereunder are not exclusive of any other rights to which such
directors and officers are otherwise entitled by means of Bylaw
provisions, agreements, vote of stockholders or disinterested
directors or otherwise. In addition, the Company has entered
into indemnity agreements with certain of its directors and
executive officers, whereby such individuals are indemnified by
the Company up to an aggregate limit of $5,000,000 for any claims
made against such individual based on any act, omission or breach
of duty committed while acting as a director or officer, except,
among other things, cases involving dishonesty or improper
personal benefit. The Company also maintains an insurance policy
pursuant to which its directors and officers are insured against
certain liabilities which might arise out of their relationship
with the Company as directors and officers.
Article SEVENTH of the Certificate of Incorporation provides
that a director of the Company shall have no personal liability
to the Company or its stockholders for monetary damages for
breach of his fiduciary duty of care as a director to the full
extent permitted by the Delaware General Corporation Law, as it
may be amended from time to time.
ITEM 16. EXHIBITS
Number Description Page No.
- ------ ------------------------------------------- --------
3.1 Certificate of Amendment of Restated
Certificate of Incorporation of Countrywide
Credit Industries, Inc. (incorporated by
reference to Exhibit 4.1 to the Company's
Quarterly Report on Form 10-Q dated August
31, 1987).
3.2 Restated Certificate of Incorporation of
Countrywide Credit Industries, Inc.
(incorporated by reference to Exhibit 4.2
to the Company's Quarterly Report on Form
10-Q dated August 31, 1987).
3.3 Bylaws of Countrywide Credit Industries,
Inc., as amended and restated (incorporated
by reference to Exhibit 3 to the Company's
Current Report on Form 8-K dated
February 10, 1988).
4.4 Rights Agreement, dated as of February 11,
1988, between Countrywide Credit
Industries, Inc. and Bank of America NT &
SA, as Rights Agent (incorporated by
reference to Exhibit 4 to the Company's
Registration Statement on Form 8-A filed
pursuant to Section 12 of the Securities
Exchange Act of 1934 on February 12, 1988).
5.1 Opinion of Fried, Frank, Harris, Shriver &
Jacobson as to the validity of the Shares
23.1 Consent of Grant Thornton LLP
23.2 Consent of Fried, Frank, Harris, Shriver &
Jacobson (included in Exhibit 5.1)
24.1 Power of Attorney (included in this Registration
Statement as originally filed)
- ----------------------
ITEM 17. UNDERTAKINGS
(a) The undersigned 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 thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in this Registration
Statement; and
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in this Registration Statement;
Provided, however, that the undertakings set forth
in paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if the information required to be
included in a post-effective amendment by those
paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or
Section 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 would
remain unsold at the termination of the
offering.
(b) The undersigned 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 Section 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
the initial bona fide offering thereof.
(c) 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
permitted under Item 15 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 against the Registrant by
such director, officer or controlling person in
connection with the securities being registered
hereby, 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 them is against public policy
as expressed in the Securities Act of 1933 and
will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Countrywide Credit Industries, Inc. certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and it has duly caused this
Amendment to Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of
Pasadena, State of California, on the 26th day of February, 1997.
COUNTRYWIDE CREDIT INDUSTRIES, INC.
By: /s/ Stanford L. Kurland
------------------------------------
Stanford L. Kurland
Senior Managing Director and
Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
- ---------------------- ---------------------- ------------------
* Chairman of the Board February 26, 1997
- ---------------------- of Directors and
David S. Loeb President (Principal
Executive Officer);
Director
* Executive Vice February 26, 1997
- ---------------------- President and Vice
Angelo R. Mozilo Chairman of the Board
of Directors;
Director
* Managing Director- February 26, 1997
- ---------------------- Finance, Chief
Carlos M. Garcia Financial Officer and
Chief Accounting
Officer (Principal
Financial and
Accounting Officer)
* Director February 26, 1997
- ----------------------
Robert J. Donato
* Director February 26, 1997
- ----------------------
Ben M. Enis
* Director February 26, 1997
- ----------------------
Edwin Heller
* Director February 26, 1997
- ----------------------
Harley W. Snyder
*By:/s/Stanford L. Kurland February 26, 1997
----------------------
Stanford L. Kurland
Attorney-in-fact
EXHIBIT 5
[FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
NEW YORK LETTERHEAD]
February 25, 1997 212-859-8280
(FAX: 212-859-8586)
Countrywide Credit Industries, Inc.
155 North Lake Avenue
Pasadena, California 91101
Ladies and Gentlemen:
We are acting as special counsel to Countrywide
Credit Industries, Inc., a Delaware corporation (the
"Company"), in connection with the Registration Statement on
Form S-3 (File No. 33-20503) of the Company under the
Securities Act of 1933, as amended (the "Securities Act"),
with respect to the contemplated sale from time to time by
the Employee Stock Ownership Trust of Leshner Financial,
Inc. (the "ESOP") of 213,439 shares (the "Shares") of the
Company's Common Stock, par value $.05 per share (the
"Common Stock") to be issued to the ESOP pursuant to an
Agreement for Exchange of Stock, dated as of December 10,
1996, by and among Robert H. Leshner, Carol Leshner, Leigh
Leshner, Michelle Leshner, James A. Markley, as settlor of
the Noretta H. Markley Trust, Robert H. Leshner, not
individually but solely in his capacity as trustee of the
Employee Stock Ownership Trust of Leshner Financial, Inc.
and Countrywide Credit Industries, Inc. (the "Exchange
Agreement"). Capitalized terms used herein have the
meanings set forth in the Registration Statement, unless
otherwise defined herein.
We have examined the originals, or certified,
conformed or reproduction copies, of all such records,
agreements, instruments and documents as we have deemed
relevant or necessary as the basis for the opinions
hereinafter expressed. In all such examinations, 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 also have assumed,
with respect to all parties to agreements or instruments
relevant hereto, 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 the valid, binding and enforceable
obligations of such parties. As to various questions of
fact relevant to such opinions, we have relied upon, and
have assumed the accuracy of, certificates and oral or
written statements and other information of or from public
officials, officers or representatives of the Company and
others.
Based upon the foregoing and subject to the
limitations set forth herein, we are of the opinion that the
Shares have been duly authorized and, when issued in
accordance with the terms of the Exchange Agreement, will be
validly issued, fully paid and non-assessable.
This opinion is limited to the General Corporation
Law of the State of Delaware.
We hereby consent to the filing of this opinion as
an exhibit to the Registration Statement and to the
reference to this firm under the caption "Legal Matters" in
the Prospectus forming a part of the Registration Statement.
In giving these consents, we do not hereby admit that we are
in the category of persons whose consent is required under
Section 7 of the Securities Act.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
By: /s/ Kenneth R. Blackman
-------------------------------------
Kenneth R. Blackman
We have issued our report dated April 23, 1996, accompanying the
consolidated financial statements and schedules of Countrywide Credit
Industries, Inc. and Subsidiaries appearing in the Annual Report on
Form 10-K for the year ended February 29, 1996, which is incorporated
by reference in this Registration Statement on Form S-3. We consent
to the incorporation by reference in this Registration Statement of
the aforementioned report and to the use of our name as it appears
under the caption "Experts".
Grant Thornton LLP
February 27, 1997
