As filed with the Securities and Exchange Commission on March 23, 1995
REGISTRATION NO. 33-54227
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
(Exact name of registrant as specified in governing instruments)
Delaware
(State of Incorporation)
75-2006294
(I.R.S. Employer Identification Number)
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
(612) 832-7000
(Address and telephone number of Registrant's principal executive offices)
Teresa Rae Farley
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
(612) 832-7000
(Name, address and telephone number of agent for service)
Copies to:
Stephen S. Kudenholdt, Esq. Robert L. Schwartz, Esq.
Paul D. Tvetenstrand, Esq. GMAC Mortgage Corporation
Thacher Proffitt & Wood 3031 West Grand Boulevard
Two World Trade Center Detroit, Michigan 48232
New York, New York 10048
Katharine I. Crost, Esq. John A. Quisenberry, Esq.
Adam W. Glass, Esq. Brown & Wood
Orrick, Herrington & Sutcliffe One World Trade Center
599 Lexington Avenue New York, New York 10048
New York, New York 10022
If the only securities being registered on this Form
are being offered pursuant to dividend or interest
reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933,
other than securities offered only in connection with
dividend or interest plans, please check the following
box. [X]
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Other Expenses of Issuance and Distribution (Item 14 of Form S-3).
The expenses expected to be incurred in connection
with the issuance and distribution of the Certificates
being registered, other than underwriting compensation,
are as set forth below. All such expenses, except for
the filing fee, are estimated.
Filing Fee for Registration Statement* $ 100
Legal Fees and Expenses 5,000,000
Accounting Fees and Expenses 2,250,000
Trustee's Fees and Expenses
(including counsel fees) 575,000
Printing and Engraving Fees 1,875,000
Rating Agency Fees 2,500,000
Miscellaneous 675,000
Total $12,875,100
* Not including Registration Fees previously paid in
connection with Registration Statement No. 33-52603 on
Form S-11. The Filing Fee was previously paid.
Indemnification of Directors and Officers (Item 15 of
Form S-3).
The Pooling and Servicing Agreements will provide
that no director, officer, employee or agent of the
Registrant is liable to the Trust Fund or the
Certificateholders, except for such person's own willful
misfeasance, bad faith, gross negligence in the
performance of duties or reckless disregard of
obligations and duties. The Pooling and Servicing
Agreements will further provide that, with the exceptions
stated above, a director, officer, employee or agent of
the Registrant is entitled to be indemnified against any
loss, liability or expense incurred in connection with
legal action relating to such Pooling and Servicing
Agreements and related Certificates other than such
expenses related to particular Mortgage Loans.
Any underwriters who execute an Underwriting
Agreement in the form filed as Exhibit 1.1 to this
Registration Statement will agree to indemnify the
Registrant's directors and its officers who signed this
Registration Statement against certain liabilities which
might arise under the Securities Act of 1933 from certain
information furnished to the Registrant by or on behalf
of such indemnifying party.
Subsection (a) of Section 145 of the General
Corporation Law of Delaware empowers a corporation to
indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an
action by or in the right of the corporation) by reason
of the fact that he is or was a director, employee or
agent of the corporation or is or was serving at the
request of the corporation as a director, officer,
employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any
criminal action or proceeding, had no cause to believe
his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation
to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason
of the fact that such person acted in any of the
capacities set forth above, against expenses (including
attorneys' fees) actually and reasonably incurred by him
in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no
indemnification may be made in respect to any claim,
issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only
to the extent that the Court of Chancery or the court in
which such action or suit was brought shall determine
that despite the adjudication of liability such person is
fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.
Section 145 further provides that to the extent a
director, officer, employee or agent of a corporation has
been successful in the defense of any action, suit or
proceeding referred to in subsections (a) and (b) or in
the defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him
in connection therewith; that indemnification or
advancement of expenses provided for by Section 145 shall
not be deemed exclusive of any other rights to which the
indemnified party may be entitled; and empowers the
corporation to purchase and maintain insurance on behalf
of a director, officer, employee or agent of the
corporation against any liability asserted against him or
incurred by him in any such capacity or arising out of
his status as such whether or not the corporation would
have the power to indemnify him against such liabilities
under Section 145.
The By-Laws of the Registrant provide, in effect,
that to the extent and under the circumstances permitted
by subsections (a) and (b) of Section 145 of the General
Corporation Law of the State of Delaware, the Registrant
(i) shall indemnify and hold harmless each person who was
or is a party or is threatened to be made a party to any
action, suit or proceeding described in subsections (a)
and (b) by reason of the fact that he is or was a
director or officer, or his testator or intestate is or
was a director or officer of the Registrant, against
expenses, judgments, fines and amounts paid in
settlement, and (ii) shall indemnify and hold harmless
each person who was or is a party or is threatened to be
made a party to any such action, suit or proceeding if
such person is or was serving at the request of the
Registrant as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or
other enterprise.
Pursuant to separate agreements, Residential Funding
has also agreed to indemnify certain officers and
directors of the Registrant, to the extent and under the
circumstances permitted by subsections (a) and (b) of
Section 145 of the General Corporation Law of Delaware,
against all threatened, pending or completed actions,
suits and proceedings by reason of their service as
officers or directors of the Registrant.
Exhibits (Item 16 of Form S-3).
Exhibits--
1.1* -- Form of Underwriting Agreement
4.1* -- Form of Pooling and Servicing Agreement
for an offering of Mortgage Pass-Through
Certificates consisting of senior and
subordinate certificate classes
(incorporated by reference to Exhibit 4.1
to Post-Effective Amendment No. 1 to the
Registrant's Registration Statement (File
No. 33-20826)).
4.2* -- Form of Pooling and Servicing Agreement
for alternate forms of credit support
(single class) (incorporated by reference
to Exhibit 4.1 to the Registrant's
Registration Statement (File No.
33-26683)).
4.3* -- Form of Pooling and Servicing Agreement
for alternate forms of credit support
(multi-class) (incorporated by reference
to Exhibit 4.2 to the Registrant's
Registration Statement (File No.
33-9518)).
4.4* -- Form of Pooling and Servicing Agreement
for an offering of Mortgage Pass-Through
Certificates backed by Mortgage
Securities (incorporated by reference to
Exhibit 4.4 to the Registrant's
Registration Statement (File No. 33-
49689)).
5.1* -- Opinion of Thacher Proffitt & Wood with
respect to legality.
5.2* -- Opinion of Orrick, Herrington & Sutcliffe
with respect to legality.
8.1* -- Opinion of Thacher Proffitt & Wood with
respect to certain tax matters (included
with Exhibit 5.1 to the Registrant's
Registration Statement).
8.2* -- Opinion of Orrick, Herrington & Sutcliffe
with respect to certain tax matters.
23.1* -- Consent of Thacher Proffitt & Wood
(included as part of Exhibit 5.1 and
Exhibit 8.1 to the Registrant's
Registration Statement).
23.2* -- Consent of Orrick, Herrington & Sutcliffe
(included as part of Exhibit 5.2 and
Exhibit 8.2 to the Registrant's
Registration Statement).
23.3* - Consent of Coopers & Lybrand.
23.4 -- Consent of Coopers & Lybrand.
__________________
* - Not filed herewith.
Undertakings (Item 17 of Form S-3).
A. Undertakings Pursuant to Rule 415.
The 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 the
registration statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement, and
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement; provided,
however, that subparts (i) and (ii) do not apply if the
information required to be included in the post-effective
amendment by those subparts is contained in periodic
reports filed by the Registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the 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 remain unsold at the termination of the
offering.
B. Undertaking in respect of indemnification.
Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted
to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the
securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
C. Undertaking in respect of subsequent filings
incorporated by reference.
That, for purposes of determining liability
under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, Residential Funding Mortgage Securities I,
Inc. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form
S-3, reasonably believes that the security rating
requirement contained in Transaction Requirement B.5 of
Form S-3 will be met by the time of the sale of the
securities registered hereunder, and has duly caused this
Post-Effective Amendment to be signed on its behalf by
the undersigned, thereunto duly authorized, in the city
of Minneapolis, State of Minnesota, on the 23rd day of
March, 1995.
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
By /s/ Mark L. Korell
Mark L. Korell
President
Pursuant to the requirements of the Securities Act of
1933, this Post-Effective Amendment has been signed below
by the following persons in the capacities and on the
dates indicated:
SIGNATURE TITLE DATE
/s/ Geoffrey C. Thomas Director and Chairman March 23, 1995
Geoffrey C. Thomas of the Board
/s/ Michael D. Mangan Director March 23, 1995
Michael D. Mangan
/s/ Mark L. Korell Director and President March 23, 1995
Mark L. Korell (Principal Executive
Officer)
/s/ Davee L. Olson Senior Vice President and March 23, 1995
Davee L. Olson Chief Financial Officer
(Principal Financial
and Principal Accounting
Officer)
EXHIBIT INDEX
Exhibit
No. Description Page
1.1* -- Form of Underwriting Agreement
4.1* -- Form of Pooling and Servicing
Agreement for an offering of
Mortgage Pass-Through Certificates
consisting of senior and subordinate
certificate classes (incorporated by
reference to Exhibit 4.1 to Post-
Effective Amendment No. 1 to the
Registrant's Registration Statement
(File No. 33-20826)).
4.2* -- Form of Pooling and Servicing
Agreement for alternate forms of
credit support (single class)
(incorporated by reference to
Exhibit 4.1 to the Registrant's
Registration Statement (File No.
33-26683)).
4.3* -- Form of Pooling and Servicing
Agreement for alternate forms of
credit support (multi-class)
(incorporated by reference to
Exhibit 4.2 to the Registrant's
Registration Statement (File No.
33-9518)).
4.4* -- Form of Pooling and Servicing
Agreement for an offering of
Mortgage Pass-Through Certificates
backed by Mortgage Securities
(incorporated by reference to
Exhibit 4.4 to the Registrant's
Registration Statement (File No. 33-
49689)).
5.1* -- Opinion of Thacher Proffitt & Wood
with respect to legality.
5.2* -- Opinion of Orrick, Herrington &
Sutcliffe with respect to legality.
8.1* -- Opinion of Thacher Proffitt & Wood
with respect to certain tax matters
(included with Exhibit 5.1 to the
Registrant's Registration
Statement).
8.2* -- Opinion of Orrick, Herrington &
Sutcliffe with respect to certain
tax matters.
23.1* -- Consent of Thacher Proffitt & Wood
(included as part of Exhibit 5.1 and
Exhibit 8.1 to the Registrant's
Registration Statement).
23.2* -- Consent of Orrick, Herrington &
Sutcliffe (included as part of
Exhibit 5.2 and Exhibit 8.2 to the
Registrant's Registration
Statement).
23.3* -- Consent of Coopers & Lybrand.
23.4 -- Consent of Coopers & Lybrand.
__________________
* - Not filed herewith.
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this Prospectus Supplement
to the Registration Statement (Registration No. 33-54227)
of our report dated February 2, 1994, on our audits of
the consolidated financial statements of Municipal Bond
Investors Assurance Corporation and Subsidiaries. We
also consent to the reference to our firm under the
caption "Experts".
COOPERS & LYBRAND L.L.P.
March 23, 1995
New York, New York
