As filed with the Securities and Exchange Commission on August 7, 2000
Registration No. 333-37616
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
13-3320910
(I.R.S. employer identification number)
Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue
New York, New York 10010
(212) 325-2000
(Address, including zip code, and telephone number, including area code, of
registrant's principle executive offices)
Thomas Zingalli
Credit Suisse First Boston
Mortgage Securities Corp.
11 Madison Avenue
New York, New York 10010
(212) 325-2000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Katharine I. Crost, Esq.
Orrick, Herrington & Sutcliffe
LLP
666 Fifth Avenue
New York, New York 10103
Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective as determined by
market conditions.
If the only securities being registered on this Form are to be 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
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. |_|
<TABLE>
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Proposed Amount of
to be Registered(1) Registered(2) Maximum Maximum Registration
Aggregate Price Aggregate Fee
Per Unit Offering Price
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<S> <C> <C> <C> <C>
Conduit Mortgage and
Manufactured Housing $1,500,000,000 100% $1,500,000,000(3)$ 396,000 (4)
Contract Pass-Through
Certificates
===================================================================================
</TABLE>
(1)This Registration Statement also relates to certain market making
transactions that may be made by Credit Suisse First Boston Corporation, an
affiliate of the Registrant.
(2)$3,518,133,600 aggregate principal amount of Conduit Mortgage and
Manufactured Housing Contract Pass-Through Certificates registered by the
Registrant under Registration Statement No. 333-53115 on Form S-3 referred to
below and not previously sold are consolidated into this Registration
Statement pursuant to Rule 429. A registration fee in connection with such
unsold amount of Conduit Mortgage and Manufactured Housing Contract
Pass-Through Certificates was paid previously under the foregoing
Registration Statement. Accordingly, the total amount registered under this
Registration Statement as so consolidated as of the date of this filing is
$5,018,133,600.
(3) Estimated solely for the purpose of calculating the
registration fee.
(4)Fee of $264 paid in connection with original Registration Statement filed on
May 23, 2000. The additional registration fee of $395,736 is a result of an
increase in the amount to be registered by $1,499,000,000.
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
Pursuant to Rule 429 of the General Rules and Regulations under the
Securities Act of 1933, the prospectus that is part of this Registration
Statement is a combined prospectus and includes all the information currently
required in a prospectus relating to the securities covered by Registration
Statement No. 333-53115 on Form S-3 previously filed by the Registrant. This
Registration Statement, which relates to $5,018,133,600 aggregate principal
amount of Conduit Mortgage and Manufactured Housing Contract Pass-Through
Certificates, constitutes Post-Effective Amendment No. 1 to Registration
Statement No. 333-53115 on Form S-3.
<PAGE>
Explanatory Note
This Registration Statement includes (i) the basic prospectus relating to
Conduit Mortgage and Manufactured Housing Contract Pass-Through Certificates,
(ii) an illustrative form of prospectus supplement for use in an offering of
Mortgage Backed Pass-Through Certificates representing beneficial ownership
interests in a trust fund consisting primarily of mortgage loans with credit
enhancement provided by subordinate certificates ("Version A") and (iii) an
illustrative form of prospectus supplement for use in an offering of Mortgage
Backed Pass-Through Certificates representing beneficial ownership interests in
a trust fund consisting primarily of mortgage loans, including multifamily and
commercial mortgage loans, with credit enhancement provided by excess interest,
overcollateralization and a financial guaranty insurance policy ("Version B").
