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As filed with the Securities and Exchange Commission on March 24, 2000
REGISTRATION NO. 333-75209
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
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TO
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
(State of incorporation)
13-3411414
I.R.S. EMPLOYER IDENTIFICATION NUMBER
ONE NEW YORK PLAZA, 18TH FLOOR
NEW YORK, NEW YORK 10292-2018
(212) 214-1000
(Address, including zip code, and telephone
number, including area code, of registrant's principal
executive offices)
FRED ROBUSTELLI, ESQ.
PRUDENTIAL SECURITIES SECURED FINANCING CORPORATION
ONE SEAPORT PLAZA, 30TH FLOOR
NEW YORK, NEW YORK 10292
(Name and address of agent for service)
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Copy to:
HOWARD M. HEITNER, ESQ. WARREN R. LOUI, ESQ. KEVIN C. BLAUCH
O'MELVENY & MYERS LLP O'MELVENY & MYERS LLP LATHAM & WATKINS
CITICORP CENTER 400 SOUTH HOPE STREET 885 THIRD AVENUE
153 EAST 53RD STREET LOS ANGELES, NEW YORK, NEW YORK 10022
NEW YORK, NEW YORK 10022 CALIFORNIA 90071
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after this Registration Statement becomes effective.
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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, please check the following box. [X]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
Proposed
Maximum
Offering Proposed Maximum
Title of Securities Being Amount to be Price Per Aggregate Offering Amount of
Registered Registered (1) Unit (2) Price (2) Registration Fee
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Commercial/Multifamily $1,055,162,000 100% $1,055,162,000 $237,600(3)
Mortgage Pass-Through
Certificates
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</TABLE>
(1) Includes $155,162,000 aggregate principal amount of the
Registrant's Securities which were previously registered under its Registration
Statement on Form S-3 (Registration No. 333-64765) and remain unsold as of the
date hereof. As permitted by Rule 429 under the Securities Act of 1933, the
Prospectus filed as a part of this Amendment No. 3 to Registration Statement on
Form S-3 will be used in connection with the offering of such previously
registered and unsold Securities and the Securities covered hereby. The
registration fee specified in the table has been computed on the basis of
$900,000,000 principal amount of Securities covered, prior to including the
previously registered and unsold Securities referred to above. The requisite
registration fees with respect to such previously registered and unsold
Securities were paid upon the filing of the Registration Statement on Form S-3
(Registration No. 333-64765).
(2) Estimated solely for the purpose of calculating the registration
fee on the basis of the proposed maximum aggregate offering price.
(3) All of which was paid in connection with the filing of Amendment
No. 3 to this Registration Statement.
PURSUANT TO RULE 429 OF THE SECURITIES AND EXCHANGE COMMISSION'S RULES
AND REGULATIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE PROSPECTUS AND
PROSPECTUS SUPPLEMENT CONTAINED IN THIS REGISTRATION STATEMENT ALSO RELATE TO
THE REGISTRANT'S REGISTRATION STATEMENT ON FORM S-3 (REGISTRATION NO.
333-64765).
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.
2
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14 OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses in connection
with the issuance and distribution of the Offered Certificates, other than
underwriting discounts and commissions:
SEC Registration Fee $ 295,000
Engraving Fee $ 200,000
Legal Fees and Expenses $ 200,000
Accounting Fees and Expenses $ 220,000
Trustee Fees and Expenses $ 40,000
Blue Sky Qualification Fees and Expenses $ 10,000
Rating Agency Fees (Two Agencies) $1,400,000
Miscellaneous $ 14,950
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Total $2,330,000
ITEM 15 INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 5 of the proposed Underwriting Agreement, the
Underwriters are obligated under certain circumstances to indemnify certain
controlling persons of the Registrant against certain liabilities, including
liabilities under the Securities Act of 1933.
The Registrant's By-laws provide for indemnification of directors and
officers of the Registrant to the full extent permitted by Delaware law.
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 are or
were directors, officers, employees or agents, against expenses incurred in any
such action, suit or proceeding.
The Pooling and Servicing Agreements may 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
or gross negligence in the performance of duties or reckless disregard of
obligations and duties; provided, however, that the Pooling and Servicing
Agreements may provide that such indemnification will not extend to any loss,
liability or expense (i) that such person is specifically required to bear
pursuant to the terms of such Pooling and Servicing Agreement, or is incidental
to the performance of obligations and duties
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thereunder and is not otherwise reimbursable pursuant to such Pooling and
Servicing Agreement, or is incidental to the performance of obligations and
duties thereunder and is not otherwise reimbursable pursuant to such Pooling and
Servicing Agreement; (ii) incurred in connection with any breach of a
representation, warranty or covenant made in such Pooling and Servicing
Agreement; (iii) incurred by reason of misfeasance, bad faith or gross
negligence in the performance of obligations or duties under such Pooling and
Servicing Agreement, or by reason of reckless disregard of such obligations or
duties; or (iv) incurred in connection with any violation of any state or
federal securities law.
ITEM 16 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
All financial statements, schedules and historical financial
information of the Registrant have been omitted as they are not
applicable.
(b) Exhibits:
1.1 Form of Underwriting Agreement*
4.1 Form of Pooling and Servicing Agreement*
5.1 Opinion of O'Melveny & Myers LLP as to legality of the
Certificates
5.2 Opinion of Latham & Watkins as to legality of the Certificates
8.1 Opinion of O'Melveny & Myers LLP as to certain tax matters
(included in Exhibit 5.1)
8.2 Opinion of Latham & Watkins as to certain tax matters
23.1 Consent of O'Melveny & Myers LLP (included in Exhibit 5.1 hereto)
23.2 Consent of Latham & Watkins (included in Exhibits 5.2 and 8.2
hereto)
24.1 Power of Attorney*
ITEM 17 UNDERTAKINGS
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;
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* Previously filed
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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;
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 Issuer pursuant to Section 13 or Section 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.
The 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 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in 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 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 against the Registrant 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.
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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. 4 to its 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 24th day of March, 2000.
PRUDENTIAL SECURITIES
SECURED FINANCING CORPORATION
By: /s/ Vincent T. Pica II
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Name: Vincent T. Pica II
Title: President
Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 4 to the Registration Statement has been signed below as of
March 24, 2000, by the following persons in the capacities indicated:
* Chairman
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Martin Pfinsgraff
/s/ Vincent T. Pica II Director and President
---------------------------- (Principal Executive Officer)
Vincent T. Pica II
* Director
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Leland B. Paton
* Director
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P. Carter Rise
* Chief Financial Officer
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William Horan
* Treasurer
---------------------------- (Principal Accounting Officer)
Robert Troiano
*By: /s/ Vincent T. Pica II
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Vincent T. Pica II
Attorney-in-Fact
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EXHIBIT
NUMBER DESCRIPTION
1.1 Form of Underwriting Agreement*
4.1 Form of Pooling and Servicing Agreement*
5.1 Opinion of O'Melveny & Myers LLP as to the legality of the
Certificates
5.2 Opinion of Latham & Watkins as to the legality of the Certificates
8.1 Opinion of O'Melveny & Myers LLP as to certain tax matters
(included in Exhibit 5.1)
8.2 Opinion of Latham & Watkins as to certain tax matters
23.1 Consent of O'Melveny & Myers LLP (included in Exhibit 5.1)
23.2 Consent of Latham & Watkins (included in Exhibits 5.2 and 8.2)
24.1 Power of Attorney*
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* Previously filed
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Exhibit 5.1
Exhibit 8.1
Exhibit 23.1
LETTER OF OPINION
O'MELVENY & MYERS LLP
153 East 53rd Street
New York, New York 10022
March 24, 2000
(212) 326-2000
Prudential Securities Secured Financing Corporation
One Seaport Plaza
30th Floor
New York, New York 10292
Re: Prudential Securities Secured Financing Corporation
Registration Statement on Form S-3
Registration No. 333-75209
Ladies and Gentlemen:
We have acted as your special counsel in connection with the
Registration Statement on Form S-3 (the "Registration Statement"), which
Registration Statement is being filed with the Securities and Exchange
Commission (the "Commission"), pursuant to the Securities Act of 1933, as
amended (the "Act"). The Prospectus describes Commercial/Multifamily Mortgage
Pass-Through Certificates ("Certificates") to be sold by Prudential Securities
Secured Financing Corporation (the "Depositor") in one of more series (each, a
"Series") of Certificates. Each Series of Certificates will be issued under a
separate pooling and servicing agreement (each a "Pooling and Servicing
Agreement") among the Depositor, a master servicer (a "Servicer"), a trustee (a
"Trustee") and such other parties to be identified in the Prospectus Supplement
for such Series. The form of Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement") is being filed as an exhibit to the Registration
Statement. Capitalized terms used and not otherwise defined herein have the
respective meanings given to such terms in the Registration Statement.
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In rendering the opinions set forth below, we have examined and relied
upon the following: (1) the Registration Statement, including the Prospectus and
the form of Prospectus Supplement constituting a part thereof, each
substantially in the form filed with the Commission; (2) the Pooling and
Servicing Agreement in the form filed with the Commission, and (3) such other
documents, materials and authorities as we have deemed necessary in order enable
us to render our opinion set forth below. We express no opinion with respect to
any Series of Certificates for which we do not act as counsel to the Depositor.
We express no opinion concerning the laws of any jurisdiction other
than the laws of the State of New York and, where expressly referred to below,
the federal income tax laws of the United States of America.
Based on and subject to the foregoing, we are of the opinion that:
1. When a Pooling and Servicing Agreement for a Series of
Certificates has been duly and validly authorized, executed and delivered by the
Depositor, a Servicer, a Trustee and any other party thereto, such Pooling and
Servicing Agreement will constitute a valid and legally binding agreement of
Depositor, enforceable against the Depositor in accordance with its terms,
subject to applicable bankruptcy, reorganization, insolvency, moratorium and
other laws affecting the enforcement of rights of creditors generally and to
general principles of equity and the discretion of the court (regardless of
whether enforceability is considered in a proceeding in equity or at law).
2. When a Pooling and Servicing Agreement for a Series of
Certificates has been duly and validly authorized, executed and delivered by the
Depositor, a Servicer, a trustee and any other party thereto, and the
Certificates of such series have been duly executed, authenticated, delivered
and sold as contemplated in the Registration Statement, 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 Pooling and Servicing
Agreement.
3. The description of federal income tax consequences
appearing under the heading "Material Federal Income Tax Consequences" in the
Prospectus accurately describes the material federal income tax consequences to
holders of Offered Certificates, under existing law and subject to the
qualifications and assumptions stated therein. The statements contained in the
Prospectus under the heading "Material Federal Income Tax Consequences," to the
extent such statements constitute matters of law or legal conclusions, represent
our opinion as to the material federal income tax consequences relevant to
purchasers of the Certificates, based on application of existing law and the
qualifications and assumptions stated therein.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the reference to this firm under the headings
"Legal Matters" and "Material Federal Income Tax Consequences" in the
Prospectus, which is a part of the Registration Statement. This consent is not
to be construed as an admission that we are a person whose consent is required
to be filed with the Registration Statement under the provisions of the Act.
Very truly yours,
/s/ O'Melveny & Myers LLP
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O'Melveny & Myers LLP
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[LATHAM & WATKINS LETTERHEAD]
March 24, 2000
Prudential Securities Secured Financing Corporation
One New York Plaza - 18th Floor
New York, New York 10292-2018
Re: Prudential Securities Secured Financing Corporation
Registration Statement on Form S-3
(File No. 333-75209)
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Ladies and Gentlemen:
We have acted as tax counsel to Prudential Securities Secured Financing
Corporation, a Delaware corporation (the "Registrant"), in connection with the
preparation of a registration statement on Form S-3 (Registration No. 333-75209)
(the "Registration Statement"), which has been filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act"),
for the registration under the Act of Commercial Mortgage Pass-Through
Certificates (the "Certificates") issuable in series (the "Series") and
evidencing interests in certain pools of various types of multi-family and
commercial mortgage loans, mortgage-backed securities that evidence interests
in, or are secured by pledges of, one or more of such types of mortgage loans,
or a combination of mortgage loans and mortgage-backed securities. As described
in the Registration Statement, each Series of Certificates will be issued under
and pursuant to the terms of a separate (i) Pooling and Servicing Agreement
between the Registrant, a trustee and a master servicer, each to be specified in
the prospectus supplement for such Series of Certificates or (ii) trust
agreement (the "Trust Agreement") between the Registrant and a trustee named in
the related prospectus supplement.
In rendering our opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
the Registration Statement, the prospectus (the "Prospectus") and the form of
prospectus supplement (the "Prospectus Supplement") included therein, and such
other documents as we have deemed necessary or appropriate as a basis for the
opinion set forth below. In rendering our opinion, we have examined the Internal
Revenue Code of 1986, as amended as
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LATHAM & WATKINS
Prudential Securities Secured Financing Corporation
March 24, 2000
Page 2
of the date hereof, the Treasury Regulations promulgated thereunder, judicial
decisions, legislative history and such other authorities as we have deemed
appropriate to our analysis. The statutory provisions, regulations,
interpretations and other authorities upon which our opinion is based are
subject to change, and such changes could apply retroactively.
We express no opinion as to any laws other than the federal laws of the
United States of America as of the date hereof.
Based upon and subject to the foregoing, we confirm that the statements
in the Prospectus under the caption "Material Federal Income Tax Consequences,"
to the extent such statements constitute matters of law or legal conclusions are
the opinion of Latham & Watkins as to the material federal income tax
consequences relevant to Purchasers of the Certificates, based on existing law
and the assumptions stated therein.
The foregoing opinion and the discussions contained in the Prospectus
under the caption "Material Federal Income Tax Consequences" represent our
conclusions as to the application of existing law. No assurance can be given
that the Internal Revenue Service will not assert contrary positions or that the
law (including interpretations thereof) will not change. We note that the
Prospectus and Prospectus Supplement filed with the Registration Statement do
not relate to any specific transaction. Accordingly, the above referenced
descriptions of federal income tax consequences may require modifications in the
context of an actual transaction. We further note that the summaries under the
above-referenced captions do not purport to discuss all possible federal income
tax ramifications of any proposed issuance. We express no opinion as to any
matter not specifically covered by the foregoing opinion.
Any change in applicable law, which may change at any time, or a change
in the facts or documents on which our opinion is based may affect the validity
of the foregoing opinion. This firm undertakes no obligation to update this
opinion in the event that there is a change either in the legal authorities or
in the facts or documents on which this opinion is based.
We hereby consent to the filing of this letter as Exhibit 8.2 to the
Registration Statement and to the references to Latham & Watkins under the
caption "Material Federal Income Tax Consequences" in the Prospectus, 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 Registration Statement, including this exhibit.
Very truly yours,
/s/ Latham & Watkins
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LATHAM & WATKINS
