As filed with the Securities and Exchange Commission on January 27, 1996
Registration No. 333- _______
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
(State or other PASADENA, CA 91101 (I.R.S. Employer
jurisdiction of (818) 304-8400 Identification No.)
incorporation or (Address, including zip code, and
organization) telephone 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
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS
SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION
STATEMENT.
----------------------------------
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 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>
CALCULATION OF REGISTRATION FEE
====================================================================================================
<CAPTION>
TITLE OF EACH CLASS AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO BE REGISTERED(1)(2) OFFERING PRICE AGGREGATE OFFERING REGISTRATION FEE
REGISTERED(1) PER SHARE(1)(3) PRICE (1)(3)
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 215,433 $30.44 $6,557,781 $1,987.20
par value $.05
- ----------------------------------------------------------------------------------------------------
(1) Also incudes associated preferred stock purchase rights.
(2) Estimated solely for purposes of calculating the registration fee in connection with this
Registration Statement and assumes certain adjustments to the number of shares of Common
Stock to be received by the Selling Stockholder based on recent closing sales prices of
the Common Stock.
(3) 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 filing of this
Registration Statement).
</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.
SUBJECT TO COMPLETION, DATED JANUARY 27, 1997
PROSPECTUS
COUNTRYWIDE CREDIT INDUSTRIES, INC.
215,433 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 _____________, 1997,
the closing sales price per share of the Common Stock, as
reported by the NYSE, was $___________.
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-A, filed with the SEC on November 24, 1982;
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 _________, 1997, the Company acquired all of the outstanding
capital stock of LFI in the Acquisition in exchange for _____
shares of Common Stock (representing $______ in market value
based on the closing price of the Common Stock as reported on the
NYSE on ________, 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
to be 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 (approximately $74.2 million based on
the closing price of CWM's common stock on the NYSE on January
21, 1997), subject to adjustment based on the market price of CWM
common stock prior to closing. As of the date of this
Prospectus, a definitive agreement with respect to the proposed
transaction has not been executed, 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
Since this Prospectus relates to the offering of Shares by
the Selling Stockholder; the Company will not receive any
proceeds from the sale of the Shares offered hereby. See
"Selling Stockholder."
SELLING STOCKHOLDER
The Employee Stock Ownership Trust of LFI (the "ESOP") is
the Selling Stockholder. The Shares were issued to the Selling
Stockholder in exchange for shares of common stock of LFI in
connection with the acquisition by the Company of all of the
outstanding capital stock of LFI. 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.
<TABLE>
<CAPTION>
SHARES OWNED
SHARES OWNED UPON COMPLETION
PRIOR TO THE OFFERING NUMBER OF SHARES OF THE OFFERING
NUMBER OF PERCENTAGE BEING OFFERED IN NUMBER OF PERCENTAGE
IDENTITY OF OWNER SHARES OF CLASS THE OFFERING SHARES OF CLASS
- ----------------- ------ -------- ------------ ------ --------
<S> <C> <C> <C> <C> <C>
ESOP 215,433 * 215,433 0 0
_____________
* Does not exceed 1% of the total.
</TABLE>
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 January 21, 1997, 104,508,527 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
The Selling Stockholder is offering the Shares for its own
account, and not for the account of the Company. The Company
will not receive any proceeds from the sale of the Shares 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 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*
<TABLE>
<CAPTION>
<S> <C>
SEC registration fee $1,934,00
Legal fees and expenses *
Accounting fees and expenses *
Miscellaneous *
Total $ *
==========
_______________
*To be provided by amendment.
</TABLE>
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 elsewhere
in this Registration Statement)
_______________
*To be filed by amendment.
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
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Pasadena,
State of California, on the 27th day of January, 1997.
COUNTRYWIDE CREDIT INDUSTRIES, INC.
By: /s/ DAVID S. LOEB
------------------------------
David S. Loeb
Chairman of the Board of
Directors and President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints David S. Loeb,
Angelo R. Mozilo, Stanford L. Kurland and Carlos M. Garcia, and
each of them, his or her true and lawful attorneys-in-fact and
agents, with full powers of substitution and resubstitution, for
and in his name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as might or could be done in
person, hereby ratifying and confirming all that said attorneys-
in-fact and agents or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
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
/S/ DAVID S. LOEB Chairman of the Board January 27, 1997
- ------------------------------- of Directors and
David S. Loeb President (Principal
Executive Officer);
Director
/S/ ANGELO R. MOZILO Executive Vice January 27, 1997
- ------------------------------- President and Vice
Angelo R. Mozilo Chairman of the Board
of Directors;
Director
/S/ CARLOS M. GARCIA Managing January 27, 1997
- ------------------------------- Director-Finance,
Carlos M. Garcia Chief Financial
Officer and Chief
Accounting Officer
(Principal Financial
and Accounting
Officer)
/S/ ROBERT J. DONATO Director January 27, 1997
- -------------------------------
Robert J. Donato
/S/ BEN M. ENIS Director January 27, 1997
- -------------------------------
Ben M. Enis
/S/ EDWIN HELLER Director January 27, 1997
- -------------------------------
Edwin Heller
/S/ HARLEY W. SNYDER Director January 27, 1997
- -------------------------------
Harley W. Snyder
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
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
Los Angeles, California
January 27, 1997
