As filed with the Securities and Exchange Commission on May 12, 2000
Registration No. 333-35026
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 2 to
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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STRUCTURED ASSET SECURITIES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 74-2440850
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
200 Vesey Street
New York, New York 10285
(212) 526-7000
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(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Mark L. Zusy
Structured Asset Securities Corporation
200 Vesey Street
New York, New York 10285
(212) 526-4428
(Name, address, including zip code and telephone number,
including area code, of agent for service)
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Copies to:
John Arnholz, Esq. Scott Kimmel, Esq.
Brown & Wood LLP Lehman Brothers Inc.
1666 K Street 200 Vesey Street
Washington, D.C. 20006-1208 New York, New York 10285
(202) 533-1444 (212) 526-2439
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
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If any 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, as amended, check the following box. /X/
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================ ==================== ===================== ===================== ======================
Amount Being Proposed Maximum Proposed Maximum
Title of Securities Being Registered Registered Offering Price Per Aggregate Offering Amount of
Unit(1) Price(1) Registration
Fee(2)
- -------------------------------------------- -------------------- --------------------- --------------------- ----------------------
<S> <C> <C> <C> <C>
Asset-Backed Certificates and Asset-Backed $1,000,000.00 100% $1,000,000.00 $264.00
Notes
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) $264.00 previously paid.
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus
which is part of this Registration Statement is a combined prospectus and
includes all the information currently required in a prospectus relating to
securities covered by Registration Statement No. 333-68513 and 333-31252
previously filed by the Registrant.
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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, as amended, or until the
Registration Statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses expected to be incurred by the Registrant in
connection with the issuance and distribution of the securities being
registered, other than underwriting compensation, are as follows:
<TABLE>
<CAPTION>
<S> <C>
SEC Registration Fee...................................................................... $ 264
Trustee's Fees and Expenses (including counsel fees)*..................................... 25,000
Printing and Engraving Costs*............................................................. 30,000
Rating Agency Fees*....................................................................... 170,000
Legal Fees and Expenses*.................................................................. 80,000
Blue Sky Fees and Expenses*............................................................... 5,000
Accounting Fees and Expenses*............................................................. 20,000
Miscellaneous*............................................................................ 5,000
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Total.................................................................................. $335,264
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* Estimated in accordance with Item 511 of Regulation S-K.
</TABLE>
Item 15. Indemnification of Directors and Officers.
The registrant's certificate of incorporation provides that directors and
officers of the registrant will be indemnified as permitted by Delaware law.
Section 145 of the Delaware Corporation Law provides, in substance, that
Delaware corporations have the power, under specified circumstances, to
indemnify their directors, officers, employees or agents in connection with
actions, suits or proceedings involving any of them 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 form of Underwriting Agreement filed as Exhibit 1.1 to this
Registration Statement provides, under certain circumstances, for
indemnification of the Registrant and other persons.
Item 16. Exhibits.
1.1(2) Form of Underwriting Agreement
3.1(1) Certificate of Incorporation of Structured Asset Securities
Corporation as currently in effect
3.2(1) Bylaws of Structured Asset Securities Corporation as currently
in effect
4.1(4) Form of Deposit Trust Agreement
4.2(4) Form of Administration Agreement
4.3(2)(3) Form of Trust Agreement
4.4(4) Form of Indenture
4.5(4) Form of Sale and Collection Agreement
4.6(2) Form of Servicing Agreement
4.7(2) Form of Standard Provisions for Servicing
5.1 Opinion of Brown & Wood LLP as to legality (including consent
of such firm)
8.1 Opinion of Brown & Wood LLP as to certain tax matters
(including consent of such firm included in Exhibit 5.1)
23.1 Consent of Brown & Wood LLP (included in Exhibit 5.1)
24.1(4) Power of Attorney (included on page II-4)
99.1(2) Form of Primary Mortgage Insurance Policy
99.2(2) Form of FHA Mortgage Insurance Certificate
99.3(2) Form of VA Loan Guaranty
99.4(2) Form of Mortgage Pool Insurance Policy
99.5(2) Form of Standard Hazard Insurance Policy
99.6(2) Form of Special Hazard Insurance Policy
99.7(2) Form of Bankruptcy Bond
99.8(3) Form of Mortgage Repurchase Bond
99.9(3) Form of Letter of Credit
99.10(3) Form of Interest Rate Protection Agreement
99.11(3) Form of Interest Rate Swap Agreement
99.12(3) Form of Certificate Guarantee Insurance Policy
99.13(2)(3) Form of Exchange Agreement
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(1) Incorporated herein by reference to the Registrant's Registration
Statement on Form S-3 (Reg. No. 333-47499), filed with the Commission on
March 6, 1998.
(2) Incorporated herein by reference to Amendment No. 1 to Registration
Statement on Form S-11 (Reg. No. 33-13986), filed with the Commission on
December 12, 1987.
(3) Incorporated herein by reference to Form 8-K filed by Structured Asset
Securities Corporation on March 15, 1989.
(4) Previously filed.
Item 17. Undertakings
A. Undertaking in respect of Rule 415 offering.
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, as
amended; (ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change of such information in the
Registration Statement;
provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in the post-effective amendment is
contained in periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934, as amended, that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, 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 filings incorporating subsequent Exchange Act
documents by reference.
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 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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. Undertaking in respect of indemnification.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, 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 Securities Act of 1933, as amended, 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 Securities Act of 1933, as
amended, and will be governed by the final adjudication of such issue.
D. Undertakings for registration statement permitted by Rule 430A.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, as amended, the information omitted from the form of prospectus filed as
part of this Registration Statement in reliance upon Rule 430A and contained
in the form of prospectus filed by the Registrant pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Securities Act of 1933, as amended, shall be deemed
to be part of this Registration Statement as of the time it was declared
effective; and
(2) For the purpose of determining any liability under the Securities Act
of 1933, as amended, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Amendment No. 2 to Registration Statement on Form S-3 to be signed on its
behalf by the undersigned, thereunto duly authorized, in New York, New York on
the 12th day of May, 2000.
STRUCTURED ASSET SECURITIES
CORPORATION
By: /s/ Mark L. Zusy
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Mark L. Zusy
Chairman
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 2 to Registration Statement on Form S-3 has been signed
below by the following persons in the capacities and on the dates indicated.
Each person whose signature appears below constitutes and appoints Mark L.
Zusy, Neal Leonard, James J. Sullivan and David Goldfarb, and each of them his
or her true and lawful attorney-in-fact and agent, acting together or alone,
with full powers of substitution and resubstitution, for them and in their
name, place and stead, to sign any or all amendments to this Registration
Statement (including any pre-effective or post-effective amendment), 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, acting together or alone, 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 they might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, acting together or alone, or other
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Mark L. Zusy Chairman and Director May 12, 2000
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Mark L. Zusy
------------------------- Managing Director and
/s/ Neal Leonard Director May 12, 2000
Neal Leonard
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/s/ James J. Sullivan Director May 12, 2000
James J. Sullivan
/s/ David Goldfarb Controller May 12, 2000
------------------------- (Principal Financial and
David Goldfarb Accounting Officer)
</TABLE>
Exhibits 5.1, 8.1 and 23.1
BROWN & WOOD llp
1666 K Street, N.W.
Washington, D.C. 20006-1208
Telephone: 202-533-1300
Facsimile: 202-533-1399
May 12, 2000
Structured Asset Securities Corporation
200 Vesey Street
New York, New York 10285
Re: Structured Asset Securities Corporation,
Registration Statement on Form S-3
Ladies and Gentlemen:
We will act as counsel for Structured Asset Securities Corporation, a
Delaware corporation (the "Company"), in connection with the offering, from
time to time, in one or more Series (each, a "Series") of the Company's
Mortgage Pass-Through Certificates (the "Certificates") and Asset-Backed Notes
(the "Notes," and together with the Certificates, the "Securities"). The
Securities are being registered pursuant to the Securities Act of 1933, as
amended (the "Act"), by means of a Registration Statement of the Company on
Form S-3. The Securities will be offered pursuant to the prospectus, as
supplemented by a prospectus supplement (the "Base Prospectus" and applicable
"Prospectus Supplement," respectively), which will be filed with the
Commission pursuant to Rule 424 under the Securities Exchange Act. As set
forth in the Registration Statement, each Series of Certificates will be
issued under and pursuant to the conditions of either (a) a separate trust
agreement (each, a "Trust Agreement") among the Company, a trustee (the
"Trustee") and where appropriate, a servicer or master servicer (the
"Servicer"), each to be identified in the Prospectus Supplement for such
Series of Certificates or (b) a deposit trust agreement (each, a "Deposit
Trust Agreement") between the Company and an owner trustee to be identified in
the Prospectus Supplement for such Series of Certificates (an "Owner
Trustee"), pursuant to which a trust (the "Trust") will be created. Each
Series of Notes will be issued under a separate indenture (each, an
"Indenture") between the Trust and an indenture trustee to be identified in
the Prospectus Supplement for such Series of Notes (an "Indenture Trustee").
We have examined copies of the Company's Amended and Restated Articles of
Incorporation, Bylaws, the form of Trust Agreement, the form of Indenture, the
form of Deposit Trust Agreement (each as filed or incorporated by reference as
an exhibit to the Registration Statement), the forms of Securities and such
other records, documents and statutes as we have deemed necessary for purposes
of this opinion.
Based upon the foregoing, we are of the opinion that:
i. When any Trust Agreement or Deposit Trust Agreement relating to a
Series of Certificates has been duly and validly authorized by all
necessary action on the part of the Company and has been duly executed
and delivered by the Company, the Trustee or the Owner Trustee, as
applicable, any Servicer, if applicable and any other party thereto, such
Trust Agreement or Deposit Trust Agreement will constitute a legal, valid
and binding agreement of the Company, enforceable against the Company in
accordance with its terms, except as enforcement thereof may be limited
by bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter relating to or affecting creditors' rights
generally or by general equity principles (regardless of whether
enforcement is sought in a proceeding in equity or at law).
ii. When a Series of Certificates has been duly authorized by all
necessary action on the part of the Company (subject to the terms thereof
being otherwise in compliance with applicable law at such time), duly
executed and authenticated by the Trustee or Owner Trustee for such
Series in accordance with the terms of the related Trust Agreement or
Deposit Trust Agreement, as applicable, and issued and delivered against
payment therefor as described in the Registration Statement, such Series
of Certificates will be legally and validly issued, fully paid and
nonassessable, and the holders thereof will be entitled to the benefits
of the related Trust Agreement or Deposit Trust Agreement, as applicable.
iii. When any Indenture relating to a Series of Notes has been duly and
validly authorized by all necessary action on the part of the Trust and
has been duly executed and delivered by the Trust, the Indenture Trustee
and any other party thereto, such Indenture will constitute a legal,
valid and binding agreement of the Trust, enforceable against the Trust
in accordance with its terms, except as enforcement thereof may be
limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereafter relating to or affecting creditors' rights
generally or by general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law).
iv. When a Series of Notes has been duly authorized by all necessary
action on the part of the Trust (subject to the terms thereof being
otherwise in compliance with applicable law at such time), duly executed
and authenticated by the Indenture Trustee for such Series in accordance
with the terms of the related Indenture and issued and delivered against
payment therefor as described in the Registration Statement, such Series
of Notes will be legally and validly issued, fully paid and
nonassessable, and the holders thereof will be entitled to the benefits
of the related Indenture.
We have also advised the Company with respect to certain federal income
tax consequences of the proposed issuance of the Securities. This advice is
summarized under "Material Federal Income Tax Considerations" in the Base
Prospectus. Such description does not purport to discuss all possible federal
income tax ramifications of the proposed issuance, but with respect to those
federal income tax consequences that are discussed, in our opinion, the
description is accurate in all material respects.
In rendering the foregoing opinions, we express no opinion as to the laws
of any jurisdiction other than the laws of the State of New York (excluding
choice of law principles therein) and the federal laws of the United States of
America.
We hereby consent to the filing of this letter and to the references to
this firm under the headings "Legal Matters" and "Material Federal Income Tax
Considerations" in the Base Prospectus and applicable Prospectus Supplement,
without implying or admitting that we are "experts" within the meaning of the
Act or the rules and regulations of the Commission issued thereunder, with
respect to any part of the Base Prospectus or any Prospectus Supplement.
Very truly yours,
/s/ Brown & Wood LLP
