AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 6, 1998
REGISTRATION NO. 333-43729
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
-----------------
<TABLE>
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FGIC SECURITIES PURCHASE, INC.
(Exact name of Registrant as specified in its charter)
<S> <C>
DELAWARE 13-3633082
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
115 BROADWAY
NEW YORK, NEW YORK 10006
(212) 312-3000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
Ann C. Stern
FGIC SECURITIES PURCHASE, INC.
115 Broadway
New York, New York 10006
(212) 312-3000
(Name, address, including zip code, and telephone number, including
area code, if agent for service)
Copy to:
MICHAEL F. TAYLOR, ESQ.
BROWN & WOOD LLP
ONE WORLD TRADE CENTER
NEW YORK, NEW YORK 10048-0557
-----------------
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement as
determined by market conditions.
-----------------
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 being offered only in connection
with dividend or interest reinvestment plans, check the following box. |X|
This Registration Statement also covers Liquidity Facility
Obligations issued in connection with any remarketing of Securities purchased
by the Registrant or its affiliates.
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
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PROPOSED PROPOSED
TITLE OF EACH CLASS OF MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE AMOUNT TO BE AGGREGATE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER UNIT* OFFERING PRICE* FEE**
<S> <C> <C> <C> <C>
Liquidity Facility Obligations $1,000,000,000 100% $1,000,000,000 $295,000
============================ =================== ==================== ==================== ====================
* Estimated solely for the purpose of determining the registration fee.
** PREVIOUSLY PAID.
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.
<PAGE>
$1,000,000,000
PRINCIPAL AMOUNT PLUS INTEREST
LIQUIDITY FACILITY OBLIGATIONS
OF
FGIC SECURITIES PURCHASE, INC.
FGIC Securities Purchase, Inc. ("FGIC-SPI" or the "Company") intends to
offer from time to time, in connection with the issuance by municipal
authorities of adjustable or floating rate debt securities (the "Securities"),
its obligations (the "Obligations") under one or more liquidity facilities (the
"Liquidity Facilities"). The Obligations will not be sold separately from the
Securities, which will be offered pursuant to a separate prospectus or offering
statement. The Obligations will not be severable from the Securities and may not
be separately traded. This Prospectus, appropriately supplemented, may also be
delivered in connection with any remarketing of Securities purchased by FGIC
Securities Purchase, Inc. or its affiliates.
THE Obligations will be issued from time to time to provide liquidity for
certain adjustable or floating rate Securities issued by municipal issuers. The
specific terms of the Obligations and the Securities to which they relate will
be set forth in a PROSPECTUS SUPPLEMENT TO THE PROSPECTUS (A "PROSPECTUS
SUPPLEMENT"). Each issue of Obligations may vary, where applicable, depending
upon the terms of the Securities to which the issuance of Obligations relates.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURI-
TIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS AND PROSPECTUS SUPPLE-
MENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
-------------------
The date of this Prospectus is May 6, 1998.
<PAGE>
The information contained in this Prospectus has been obtained from FGIC
Securities Purchase, Inc. This Prospectus is submitted in connection with the
future sale of securities as referred to herein, and may not be reproduced or
used, in whole or in part, for any other purposes.
No dealer, salesman or any other person has been authorized by FGIC-SPI to
give any information or to make any representation, other than as contained in
this Prospectus or a Prospectus Supplement, in connection with the offering
described herein, and if given or made, such other information or representation
must not be relied upon as having been authorized by any of the foregoing. This
Prospectus does not constitute an offer of any securities other than those
described herein or a solicitation of an offer to buy in any jurisdiction in
which it is unlawful for such person to make such offer, solicitation or sale.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "1934 Act") and in accordance therewith files reports
and other information with the Securities and Exchange Commission (the
"Commission"). Such reports and other information can be inspected and copied at
Room 1024 at the Office of the Commission, 450 Fifth Street N.W., Washington,
D.C. 20549, as well as at the Regional Offices of the Commission at Northwestern
Atrium Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois 60661- 2511,
and Seven World Trade Center, 13th Floor, New York, New York 10048 and copies
can be obtained by mail from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The
Commission also maintains an Internet web site that contains reports, proxy and
information statements and other information regarding issuers that file
electronically with the Commission. The address of that site is http:
//www.sec.gov. FGIC-SPI does not intend to deliver to holders of its obligations
offered hereby an annual report or other report containing financial
information.
This Prospectus and the applicable Prospectus Supplement constitute a
prospectus with respect to the Obligations of FGIC-SPI under the Liquidity
Facilities to be issued from time to time by FGIC-SPI in support of the
Securities. It is not anticipated that registration statements with respect to
the Securities issued by municipal authorities will be filed under the
Securities Act of 1933, as amended.
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
There is hereby incorporated in this Prospectus by reference the Company's
Annual Report on Form 10-K for the year ended December 31, 1997 (FILE NO.
0-19564).
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the 1934 Act after the date of this Prospectus and prior to the
termination of the offering of the Obligations and the Securities shall be
deemed to be incorporated in this Prospectus by reference and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, on the written or oral
request of such person, a copy of any or all of the documents referred to above
which have been or may be incorporated in this Prospectus by reference, other
than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into such documents. Requests for such copies should
be directed to Corporate Communications Department, FGIC Corporation, 115
Broadway, New York, New York 10006, Telephone No. (212) 312-3000.
<PAGE>
SUMMARY
The proposed structure will be utilized to provide liquidity through a
"put" mechanism for floating or adjustable rate securities issued by municipal
authorities. Such securities typically include a tender feature that permits
broker-dealers to establish interest rates on a periodic basis which would
enable the securities to be remarketed at par and that provides a secondary
market liquidity mechanism for holders desiring to sell their securities. Such
securities will be remarketed pursuant to an agreement under which the
broker-dealers will be obligated to use "best efforts" to remarket the
securities. In the event that they cannot be remarketed, FGIC-SPI will be
obligated, pursuant to a standby purchase agreement with the issuer, remarketing
agent, tender agent or trustee of the securities, to purchase unremarketed
securities, from the holders desiring to tender their securities (the "put
option") . This facility will assure bondholders of liquidity for their
securities even when market conditions preclude successful remarketing.
The proposed structure may also be used in connection with concurrent
offerings of variable rate demand securities ("VRDNs") and convertible inverse
floating rate securities ("INFLOs") ISSUED BY MUNICIPALITIES. VRDNs and INFLOs
are municipal derivative securities pursuant to which (i) the interest rate on
the VRDNs is a variable interest rate which is re-set by the remarketing agent
from time to time (not to exceed a stated maximum rate) (the "VRDN Rate") and
(ii) the interest rate on the INFLOs is concurrently re-set at a rate equal to
twice a specified Linked Rate minus the fee charged by FGIC-SPI for the
Liquidity Facility. The owners of VRDNs have the optional right to tender their
VRDNs to the issuer for purchase and, in the event the remarketing agent does
not successfully remarket the tendered VRDNs, FGIC-SPI is obligated to pay the
purchase price therefor TO SUCH OWNERS pursuant to the terms of its liquidity
facility.
If an owner of INFLOs desires a fixed rate of interest not subject to
fluctuation based on the inverse floating rate equation described above, such
owner may elect to purchase from VRDN holders an amount of VRDNs equal to the
principal amount of INFLOs for which such INFLO owner desires a fixed rate of
interest. The net effect of such purchase is to "link" an equal principal amount
of VRDNs and INFLOs and thereby set a fixed interest rate on the combined
securities. If the owner of such combined securities so elects, the owner may
"de-link" his or her VRDNs and INFLOs. The remarketing agent will then remarket
the VRDNs at a re-set interest rate and the INFLOs retained by the de-linking
owner will again continue to vary and to be re-set whenever the interest rate of
the VRDNs are re-set. An INFLOs owner may also elect to permanently link his or
her INFLOs with an equal principal amount of VRDNs and thereby permanently fix
the interest rate on the combined securities to their stated maturity; once
permanent linkage is effected, no subsequent de-linkage is permitted.
Until such time as VRDNs are permanently linked to INFLOs, the VRDNs will
remain subject to remarketing in the manner noted above and FGIC-SPI will remain
obligated to purchase unremarketed VRDNs in connection with the optional right
of holders to tender their VRDNs for purchase.
The fees for providing the liquidity mechanism will be paid by the issuer
or other entity specified in the applicable Prospectus Supplement, typically
over the life of the liquidity agreement or, in the case of VRDNs, until such
time as a VRDN is permanently linked with an INFLO. Except as otherwise provided
in a Prospectus Supplement, in order to obtain funds to purchase unremarketed
securities, FGIC-SPI will enter into ONE OR MORE standby loan agreements with
GENERAL ELECTRIC CAPITAL CORPORATION (the "Standby LENDER") under which the
Standby LENDER will be irrevocably obligated to lend funds to FGIC-SPI as needed
to purchase securities for which the put option has been exercised. Except as
otherwise provided in a Prospectus Supplement, the standby purchase agreement
between FGIC-SPI and the trustee, issuer or other specified entity will provide
that without the consent of the issuer and the trustee for the security holders,
FGIC-SPI will not agree or consent to any amendment, supplement or modification
of the related standby loan agreement, nor waive any provision thereof, if such
amendment, supplement, modification or waiver would materially adversely affect
the issuer or other specified entity, or the security holders. Except as
otherwise provided in a Prospectus Supplement, the obligations of FGIC-SPI under
the standby purchase agreement may only be terminated upon the occurrence of
certain events INCLUDING NON-PAYMENT OF FEES DUE TO THE COMPANY FROM THE ISSUER,
THE TAKING OF ANY STATE ACTION WHICH WOULD IMPAIR THE ABILITY of the issuer or
other specified entity TO COMPLY WITH THE COVENANTS AND OBLIGATIONS UNDER THE
INDENTURE PURSUANT TO WHICH THE SECURITIES ARE ISSUED (THE "INDENTURE") OR UNDER
A RELATED MUNICIPAL FINANCING AGREEMENT OR ANY RIGHT OR REMEDY OF THE COMPANY OR
THE HOLDER OF SECURITIES TO ENFORCE SUCH COVENANTS AND OBLIGATIONS, THE FAILURE
OF THE ISSUER TO COMPLY WITH CERTAIN COVENANTS SET FORTH IN THE STANDBY PURCHASE
AGREEMENT, CROSS-DEFAULT, DEFAULT OR INSOLVENCY ON THE PART OF THE ISSUER OR
OTHER SPECIFIED ENTITY, ACTUAL OR ASSERTED INVALIDITY OR UNENFORCEABILITY OF THE
STANDBY PURCHASE AGREEMENT OR ANY RELATED DOCUMENT (INCLUDING THE INDENTURE AND
THE SECURITIES), DECLARATION OF A MORATORIUM AFFECTING THE SECURITIES, OR
PAYMENT DEFAULTS ON THE SECURITIES OR UNDER A RELATED FINANCING MUNICIPAL
AGREEMENT. In the event of a termination of the obligations of FGIC-SPI under
the standby purchase agreement, the securities will be subject to a mandatory
tender. Prior to such time, security holders will have the option to tender
their securities, all as set forth in the applicable Prospectus Supplement.
The above structure is intended to receive A RATING OF "AAA" OR THE
EQUIVALENT from the rating agencies and to provide public issuers with the
lowest cost of financing. There can be no assurances, however, that such ratings
will be maintained.
THE COMPANY
FGIC-SPI was incorporated in 1990 in the State of Delaware. All outstanding
capital stock of FGIC-SPI is owned by FGIC Holdings, Inc., a Delaware
corporation.
THE business of FGIC-SPI consists and will consist of providing liquidity
for certain adjustable and floating rate Securities issued by municipal
authorities or other issuers through Liquidity Facilities. The securities are
typically remarketed by registered broker-dealers at par on a periodic basis to
establish the applicable interest rate for the next interest period and to
provide a secondary market liquidity mechanism for security holders desiring to
sell their securities. Pursuant to standby purchase agreements with issuers of
the securities, FGIC-SPI will be obligated to purchase unremarketed securities
from the holders thereof who voluntarily or mandatorily tender their Securities
for purchase. In order to obtain funds to purchase the Securities, FGIC-SPI will
enter into one or more standby loan agreements with THE Standby LENDER under
which the Standby LENDER will be irrevocably obligated to lend funds as needed
to FGIC-SPI to purchase Securities as required.
FGIC-SPI's principal executive offices are located at 115 Broadway, New
York, New York 10006, Telephone No. (212) 312-3000.
THE LIQUIDITY FACILITIES
The Obligations will rank equally with all other general unsecured and
unsubordinated obligations of FGIC-SPI. The Obligations are not issued pursuant
to an indenture.
Registered owners of the Securities will be entitled to the benefits and
subject to the terms of the applicable Liquidity Facility as specified in the
Prospectus Supplement. Pursuant to the Liquidity Facilities, FGIC-SPI will agree
to make available to a specified intermediary, upon receipt of an appropriate
demand for payment, the purchase price for the Securities to which such
Liquidity Facility relates. The obligation of FGIC-SPI under each Liquidity
Facility will be sufficient to pay a purchase price equal to the principal of
the Security to which such facility relates, premium, if any, and up to a
specified amount of interest at a specified rate set forth in the applicable
Prospectus Supplement.
THE STANDBY LOAN AGREEMENT
In order to obtain funds to fulfill its obligations under the Liquidity
Facilities, FGIC-SPI will enter into one or more Standby Loan Agreements with
THE Standby LENDER under which the Standby LENDER will be irrevocably obligated
to lend funds to FGIC-SPI as needed to purchase the Securities to which the
applicable Liquidity Facility relates. Each Standby Loan Agreement will have the
terms set forth in the applicable Prospectus Supplement. It is anticipated that
each loan under a Standby Loan Agreement will be in an amount not exceeding the
purchase price for the Securities tendered by the holders which will represent
the outstanding principal amount of such securities, premium, if any, and
accrued interest thereon for a specified period. The proceeds of each loan shall
be used only for the purpose of paying the purchase price for tendered
Securities. It is not anticipated that THE Standby Lender will guarantee the
Securities to which its Standby Loan Agreement relates or FGIC-SPI's obligation
under any Standby Purchase Agreement.
PLAN OF DISTRIBUTION
The Obligations will not be sold separately from the Securities, which will
be offered pursuant to a separate prospectus, official statement or offering
circular.
LEGAL MATTERS
The legality of the Obligations has been passed upon for FGIC-SPI by Brown
& Wood LLP, One World Trade Center, New York, New York 10048.
EXPERTS
The financial statements of FGIC Securities Purchase, Inc. as of December
31, 1997 AND 1996 , and for each of the years in the three-year period ended
December 31, 1997, appearing in FGIC Securities Purchase, Inc.'s 1997 Annual
Report (Form 10-K) have been audited by KPMG Peat Marwick LLP, independent
auditors, as set forth in their report thereon included therein and incorporated
herein by reference. Such financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
<PAGE>
No dealer, salesman or any other individual has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offer made by this Prospectus, and, if given
or made, such information or representations must not be relied upon as having
been authorized by FGIC-SPI. This Prospectus does not constitute an offer or
solicitation by anyone in any jurisdiction in which an offer or solicitation is
not authorized or in which the person making such offer or solicitation is not
qualified to do so or to anyone to whom it is unlawful to make such offer or
solicitation.
TABLE OF CONTENTS
Page
----
Available Information....................................................2
Documents Incorporated
By Reference...........................................................3
Summary..................................................................4
The Company..............................................................5
The Liquidity Facilities.................................................6
The Standby Loan Agreement...............................................6
Plan of Distribution.................................................... 7
Legal Matters............................................................7
Experts..................................................................7
$1,000,000,000
principal amount
plus interest and premium,
if any
LIQUIDITY FACILITY OBLIGATIONS
issued by
FGIC Securities
Purchase, Inc.
PROSPECTUS
MAY 6, 1998
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the expenses expected to be incurred in
connection with the offering described in the Registration Statement. All
amounts are estimated except the registration fee.
Registration Fee................................ $295,000
Printing and Engraving.......................... 5,000
Legal Fees and Expenses......................... 30,000
Rating Agency Fees.............................. 50,000
Miscellaneous Fees.............................. 5,000
-----
Total.................................. $385,000
=======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware
provides that in certain circumstances a corporation may indemnify directors and
officers against the reasonable expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement, actually and reasonably incurred by them
in connection with any action, suit or proceeding by reason of being or having
been directors or officers, if such person shall have acted in good faith and in
a manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation, except that if such action, suit or proceeding
shall be in the right of the corporation, indemnification shall be provided only
against reasonable expenses (including attorneys' fees) and no such
indemnification shall be provided as to any claim, issue or matter as to which
such person shall have been judged to have been liable to the corporation,
unless and to the extent that the Court of Chancery of the State of Delaware or
any other court in which the suit was brought shall determine upon application
that, in view of all of the circumstances of the case, such person is fairly and
reasonably entitled to indemnity. A corporation shall be required to indemnify
against reasonable expenses (including attorneys' fees) any director or officer
who successfully defends any such actions. The foregoing statements are subject
to the detailed provisions of Section 145 of the General Corporation Law of the
State of Delaware.
The By-Laws of FGIC-SPI provide that each person who at any time is or
shall have been a director, officer, employee or agent of FGIC-SPI, or is or
shall have been serving at the request of FGIC-SPI as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, and his or her heirs, executors and administrators, shall be
indemnified by FGIC-SPI in accordance with and to the full extent permitted by
the General Corporation Law of the State of Delaware.
The directors of FGIC-SPI are insured under officers and directors
liability insurance policies purchased by FGIC Corporation. The directors,
officers and employees of FGIC-SPI are also insured against fiduciary
liabilities under the Employee Retirement Income Security Act of 1974.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Item 601 of
Regulation S-K
Exhibit Reference
Number
- ------------------
4.1 -- Proposed Form of Standby Bond Purchase Agreement (Issuer). *
==
4.2 -- Proposed Form of Standby Bond Purchase Agreement (Third Party
Fiduciary).* =
5 -- Opinion of Brown & Wood LLP re legality of securities.
10 -- Proposed Form of Standby Loan Agreement between FGIC-SPI and a
Standby Lender.* =
24 -- Consents of experts and counsel:
(a) Consent of KPMG Peat Marwick LLP
(b) Consent of Brown & Wood LLP
(included in Exhibit 5).
25 -- Power of Attorney.*
- ----------
* PREVIOUSLY FILED.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
1. ____ (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
a. To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
b. 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. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
c. To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act, 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.
2. That, for purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section 13(a) or 15(d)
of the Exchange Act 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.
3. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the registrant's Certificate of Incorporation, Bylaws, 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 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 and will be governed by the final adjudication of such issue.
4. That, for purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
5. That, for the purpose of determining any liability under the Securities
Act, 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 (INCLUDING THE SECURITY RATING REQUIREMENT
WHICH THE REGISTRANT REASONABLY BELIEVES WILL BE MET BY THE TIME OF SALE) AND
has duly caused this Registration Statement to be signed on its behalf by the
undersigned thereto duly authorized, in The City of New York, State of New York,
on May 6, 1998.
FGIC SECURITIES PURCHASE, INC.
By: /S/ ANN C. STERN
Ann C. Stern
President
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.
</TABLE>
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
By: /S/ ANN C. STERN President (principal May 6, 1998
-------------------------------- executive officer),
Ann C. Stern Director
By: * Treasurer (principal May 6, 1998
----------------------------------- financial and
Christopher Jacobs accounting officer),
Director
By: * Director May 6, 1998
-----------------------------------
A. Edward Turi, III
* BY: /S/ ANN C. STERN
ANN C. STERN
ATTORNEY-IN-FACT
</TABLE>
<PAGE>
EXHIBIT INDEX
The following exhibit is filed herewith:
4.1 -- Proposed Form of Standby Bond Purchase Agreement (Issuer). *
4.2 -- Proposed Form of Standby Bond Purchase Agreement (Third Party
Fiduciary).* =
5 -- Opinion of Brown & Wood LLP re legality of securities.
10 -- Proposed Form of Standby Loan Agreement between FGIC-SPI and a
Standby Lender.* =
24 -- Consents of experts and counsel:
(a) Consent of KPMG Peat Marwick LLP
(b) Consent of Brown & Wood LLP
(included in Exhibit 5).
25 -- Power of Attorney.*
- --------------------------
* PREVIOUSLY FILED
<PAGE>
May 6, 1998
FGIC Securities Purchase, Inc.
115 Broadway
New York, New York 10006
Ladies and Gentlemen:
As your counsel, we have examined a copy of the Certificate of
Incorporation, as amended, of FGIC Securities Purchase, Inc. (hereinafter called
the "Company"), certified by the Secretary of State of the State of Delaware. We
are familiar with the corporate proceedings held in connection with the proposed
issuance and sale by the Company of up to $1,000,000,000 aggregate amount of
liquidity facility obligations (the "Obligations") and have examined the
Company's Registration Statement on Form S-3 (INCLUDING AMENDMENT NO. 1 THERETO)
relating to the Obligations (the "Registration Statement") and the forms of
Standby Bond Purchase Agreement to be entered into between the Company and the
issuer of the securities filed as Exhibit 4.1 and Exhibit 4.2 to the
Registration Statement (the "Standby Bond Purchase Agreements").
<PAGE>
Based upon the foregoing and upon such further investigation as we
deemed relevant in the premises, we are of the opinion that:
1. The Company has been duly incorporated under the laws of the State
of Delaware.
2. That each of the Standby Bond Purchase Agreements has been duly and
validly authorized and, when executed and delivered by the Company, will
constitute a valid and binding agreement of the Company enforceable in
accordance with its terms, except as enforcement thereof may be limited by
bankruptcy, insolvency or other laws of general applicability relating to or
affecting enforcement of creditors' rights or by general equity principles.
3. When the Obligations have been duly ISSUED by the Company as
contemplated by the Standby Bond Purchase Agreements, such Obligations will
constitute valid and legally binding obligations, enforceable in accordance with
their terms, except that enforcement may be limited by bankruptcy, insolvency or
other laws of general applicability relating to or affecting enforcement of
creditor's rights or by general equity principles.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name wherever appearing in the
Registration Statement and any amendment thereto.
Very truly yours,
/s/ Brown & Wood LLP
Independent Auditors' Consent
The Board of Directors and Stockholder
FGIC Securities Purchase, Inc.
We consent to incorporation by reference in the registration statement
on Form S-3 (FILE NO. 333-43729) of FGIC Securities Purchase, Inc. of our report
dated January 17, 1998, relating to the financial statements of FGIC Securities
Purchase, Inc. as of December 31, 1997 AND 1996 , and for each of the years in
the three-year period ended December 31, 1997 included in the 1997 Form 10-K of
FGIC Securities Purchase, Inc. and to the reference of our firm under the
heading "Experts" in the Form S-3.
/s/ KPMG Peat Marwick LLP
New York, New York
May 4, 1998
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