As filed with the Securities and Exchange Commission on March 23, 1999
Registration Statement No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PRUDENTIAL SECURITIES SECURED FINANCING CORPORATION
(Exact name of registrant as specified in its Charter)
Delaware One New York Plaza 13-3526694
(Jurisdiction) New York, New York 10292 (I.R.S. Employer
(212) 778-1000 Identification No.)
(Address of registrant's
principal executive offices)
-------------------
Joe Donovan
Prudential Securities Secured
Financing Corporation
One New York Plaza
New York, New York 10292
(Name and address of agent for service)
-------------------
Copies to:
Christopher J. DiAngelo, Esq.
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019
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 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. |X| 333-61939
If this Form is a post-effective amendment filed pursuant to Rule 426(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
<TABLE>
<CAPTION>
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Proposed Maximum Proposed Maximum Amount of
Offering Price Per Aggregate Offering Registration
Title of Securities Being Registered Amount Being Registered Unit(1) Price(1) Fee
- - -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Mortgage Pass-Through Certificates... $330,000,000(2) 100% $330,000,000 $91,740.00(3)
=========================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee.
(2) This Registration Statement relates to the Registrant's Registration
Statement on Form S-3 (Registration No. 333-61939) (the "Prior
Registration Statement"). In accordance with Rule 462(b) of the Securities
and Exchange Commission's Rules and Regulations under the Securities Act
of 1933, as amended, the amount of securities eligible to be sold under
the Prior Registration Statement ($275,000,000) is carried forward to this
Registration Statement and an additional amount of securities equal to 20%
of such amount ($55,000,000) is registered hereby.
(3) $15,290.00 is paid pursuant to this Registration Statement. The remaining
$76,450.00 of such amount is attributable to the amount carried forward
from the Prior Registration Statement, for which a filing fee in the
amount of $221,250.00 was paid the time of registration.
In accordance with Rule 462(b) of the Securities and Exchange Commission's Rules
and Regulations under the Securities Act of 1933, as amended, this Registration
Statement incorporates by reference the Registrant's Registration Statement on
Form S-3 (Registration No. 333-61939) to which this Registration Statement
relates.
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<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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on the 22 day of March,
1999.
PRUDENTIAL SECURITIES SECURED FINANCING
CORPORATION
By /s/ Vincent T. Pica
-------------------------------
Vincent T. Pica, II
President and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Vincent T. Pica President (Principal Executive March 22, 1999
- - ----------------------- Officer and Director
Vincent T. Pica, II
/s/ P. Carter Rise Director March 22, 1999
- - -----------------------
P. Carter Rise
/s/ Martin Pfinsgraff Director March 22, 1999
- - -----------------------
Martin Pfinsgraff
/s/ Leland B. Paton Director March 22, 1999
- - -----------------------
Leland B. Paton
/s/ William J. Horan Chief Financial Officer (Principal March 22, 1999
- - ----------------------- Financial Officer and Principal
William J. Horan Accounting Officer)
<PAGE>
EXHIBIT INDEX
Exhibit Description of Document
- - ------- -----------------------
1.1(a)* Form of Underwriting Agreement (Version A).
1.1(b)* Form of Underwriting Agreement (Version B).
4.1(a)* Form of Pooling and Servicing Agreement (Straight
Pass-Through), including form of Certificates.
4.1(b)* Form of Pooling and Servicing Agreement (Senior/Subordinated),
including form of Certificates.
4.1(c)* Form of Pooling and Servicing Agreement (Multiclass),
including form of Certificates.
4.1(d)* Form of Pooling and Servicing Agreement (Senior/Subordinated),
including form of Certificates.
4.1(e)** Form of Forward Purchase Agreement.
5.1*** Opinion of Dewey Ballantine LLP regarding legality of
Certificates.
8.1*** Opinion of Dewey Ballantine LLP regarding tax matters.
10.1* Excerpts from Purchase Agreement.
23.1*** Consent of Dewey Ballantine LLP (included as part of Exhibits
5.1 and 8.1).
- - ------------------
* Previously filed in connection with Registration Statement on Form S-11
(Registration No. 33-24717) and incorporated herein by reference.
** Previously filed in connection with Registration Statement on Form S-3
(Registration No. 33-91148) and incorporated herein by reference.
*** Filed herewith.
Exhibit 5.1
[Letterhead of Dewey Ballantine LLP]
March 22, 1999
Prudential Securities Secured
Financing Corporation
One New York Plaza, 15th Floor
New York, New York 10292
Re: Mortgage Pass-Through Certificates
Ladies and Gentlemen:
We have acted as counsel to Prudential Securities Secured Financing
Corporation ("Prudential" or the "Registrant") in connection with the
preparation and filing of the registration statement on Form S-3 (such
registration statement, the "Registration Statement") being filed today with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Act"), in respect of Mortgage Pass-Through Certificates (the
"Certificates") which the Registrant plans to offer in series, each series to be
issued under a separate pooling and servicing agreement, indenture or trust
agreement (a "Trust Agreement"), in substantially one of the forms incorporated
by reference as Exhibits to the Registration Statement, among Prudential, a
servicer to be identified in the prospectus supplement for such series of
Certificates (the "Servicer" for such series), and a trustee to be identified in
the prospectus supplement for such series of Certificates (the "Trustee" for
such series).
We have examined and relied on the originals or copies certified or
otherwise identified to our satisfaction of all such documents and records of
Prudential and such other instruments and other certificates of public
officials, officers and representatives of Prudential and such other persons,
and we have made such investigations of law, as we have deemed appropriate as a
basis for the opinions expressed below.
The opinions expressed below are subject to bankruptcy, insolvency,
reorganization, moratorium and other laws relating to or affecting creditors'
rights generally and to general equity principles.
We are admitted to the Bar of the State of New York and we express
no opinion as to the laws of any other jurisdiction except as to matters that
are governed by Federal law or the laws of the State of New York. All opinions
expressed herein are based on laws, regulations and policy guidelines currently
in force and may be affected by future regulations.
Based upon the foregoing, we are of the opinion that:
<PAGE>
1. When, in respect of a series of Certificates, a Trust Agreement
has been duly authorized by all necessary action and duly executed and
delivered by Prudential, the Servicer and the Trustee for such series,
such Trust Agreement will be a valid and legally binding obligation of
Prudential; and
2. When a Trust Agreement for a series of Certificates has been duly
authorized by all necessary action and duly executed and delivered by
Prudential, the Servicer and the Trustee for such series, and when the
Certificates of such series have been duly executed and authenticated in
accordance with the provisions of the Trust Agreement, and issued and sold
as contemplated in the Registration Statement and the prospectus, as
amended or supplemented and delivered pursuant to Section 5 of the Act in
connection therewith, such Certificates will be legally and validly
issued, fully paid and nonassessable, and the holders of such Certificates
will be entitled to the benefits of such Trust Agreement.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to Dewey Ballantine LLP in the
Registration Statement and in future related prospectus supplements under the
heading "Legal Matters."
This opinion is furnished by us as counsel to the Registrant and is
solely for the benefit of the addressees hereof. It may not be relied upon by
any other person or for any other purpose without our prior written consent.
Very truly yours,
DEWEY BALLANTINE LLP
Exhibit 8.1
[Letterhead of Dewey Ballantine LLP]
March 22, 1999
Prudential Securities Secured
Financing Corporation
One New York Plaza, 15th Floor
New York, New York 10292
Re: Mortgage Pass-Through Certificates
Ladies and Gentlemen:
We have acted as counsel to Prudential Securities Secured Financing
Corporation ("Prudential" or the "Registrant") in connection with the
preparation and filing of a registration statement on Form S-3 (the
"Registration Statement") being filed today with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "Act"), in
respect of Mortgage Pass-Through Certificates (the "Certificates") which
Prudential plans to offer in series. Our advice formed the basis for the
description of federal income tax consequences appearing under the heading
"Certain Federal Income Tax Consequences" in the prospectus contained in the
Registration Statement. Such description does not purport to discuss all
possible federal income tax consequences of an investment in the Certificates,
but with respect to those tax consequences which are discussed in our opinion,
the description is accurate.
We hereby consent to the filing of this letter as an Exhibit to the
Registration Statement and to the reference to Dewey Ballantine LLP in the
Registration Statement and in future related prospectus supplements under the
heading "Certain Federal Income Tax Consequences."
Very truly yours,
DEWEY BALLANTINE LLP
