AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 18, 1998
Registration No. 333-____
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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STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
f/k/a Bear Stearns Mortgage Securities Inc.
(Depositor)
(Exact name of registrant as specified in its charter)
Delaware 13-3633241
(State of Incorporation) (IRS Employer Identification Number)
245 Park Avenue
New York, New York 10167
(212) 272-2000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive office)
William J. Montgoris
Treasurer and Secretary
Structured Asset Mortgage Investments Inc.
245 Park Avenue
New York, New York 10167
(212) 272-2000
(Name, address, including zip code, and telephone number including area code,
of agent for service)
Copies to:
Lois L. Weinroth, Esq.
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038-4982
<PAGE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable 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, 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| 333-13617
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 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>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Amount Aggregate Aggregate Amount of
Title Of Securities to be Price Offering Registration
Being Registered Registered per Unit1 Price Fee
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Mortgage Pass-Through
Certificates $113,645,412 100% $113,645,412 $33,525.40
- ------------------------------------------------------------------------------------------------------
- --------
(1) Estimated solely for purposes of calculating the registration fee.
</TABLE>
<PAGE>
This registration statement is being filed pursuant to Rule 462(b)
("Rule 462(b)") under the Securities Act of 1933, as amended ("Securities Act"),
and includes the registration statement facing page, this page, the signature
page, an exhibit index, legal opinions and related consents. Pursuant to Rule
462(b), the contents of the Registration Statement on Form S-3 (File No.
333-13617), including the exhibits thereto, are incorporated by reference into
this registration statement.
<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 18th day of June,
1998.
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
f/k/a Bear Stearns Mortgage Securities Inc.
By: /S/ JOSEPH T. JURKOWSKI, JR.
Name: Joseph T. Jurkowski, Jr.
Title: Vice President/Assistant Secretary
We, the undersigned officers and directors do hereby constitute and
appoint Jeffrey Mayer, William J. Montgoris, Paul M. Friedman, and Joseph T.
Jurkowski, Jr. or any of them, our true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, and each of them, full power and authority to do and
perform each and every act and thing requisite or necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that each of said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities indicated on June 18, 1998.
SIGNATURE TITLE
/S/ JEFFREY MAYER Chairman of the Board of
Jeffrey Mayer Directors/Chief Executive Officer
(Principal Executive Officer),
President and Director
/S/ WILLIAM J. MONTGORIS Secretary/Treasurer (Principal
William J. Montgoris Financial and Accounting Officer)
/S/ PAUL M. FRIEDMAN Vice President/Assistant Secretary
Paul M. Friedman and Director
<PAGE>
INDEX TO EXHIBITS
Exhibit
NUMBER Description of Exhibit
5.1 Opinion of Stroock & Stroock & Lavan LLP with respect
to legality
8.1 Opinion of Stroock & Stroock & Lavan LLP
with respect to federal and New York tax
matters (included in Exhibit 5.1)
23.1 Consent of Stroock & Stroock & Lavan LLP (included in
Exhibit 5.1)
24.1 Power of Attorney (included as part of the signature
page)
<PAGE>
Exhibit 5.1
Opinion of Stroock & Stroock & Lavan
with respect to Legality
(212) 806-5400
June 18, 1998
Structured Asset Mortgage Investments Inc.
245 Park Avenue
New York, New York 10167
Re: REGISTRATION STATEMENT ON FORM S-3
Gentlemen:
We are delivering this opinion in connection with the preparation and filing by
Structured Asset Mortgage Investments Inc., a Delaware corporation (the
"Company"), of a Registration Statement on Form S-3 pursuant to Rule 462(b) with
respect to Registration Statement on Form S-3 (No. 333-13617) (collectively, the
"Registration Statement"). The Registration Statement relates to the offering,
from time to time, by the Company of one or more series of its Mortgage
Pass-Through Certificates (the "Certificates"). As set forth in the Registration
Statement, the Certificates will be issued from time to time in one or more
series by separate trusts established by the Company pursuant to the conditions
of a separate pooling and servicing agreement (each, a "Pooling and Servicing
Agreement") for each such series between the Company and an independent trustee.
In that connection, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records and other
instruments as we have deemed necessary or appropriate for the purposes of this
opinion, including original or reproduced or certified copies of the Certificate
of Incorporation and By-Laws of the Company, records of actions taken by the
Company's Board of Directors, a form of Pooling and Servicing Agreement, forms
of Certificates and the prospectus and prospectus supplement (the "Prospectus")
forming a part of the Registration Statement and the other agreements and
documents filed as exhibits thereto. We also have examined such other documents,
papers, statutes and authorities as we have deemed necessary as a basis for the
opinions hereinafter set forth. In our examination of such material, we have
assumed the genuineness of all signatures and the conformity to original
documents of all copies submitted to us as certified or reproduced copies. We
also have assumed that when each of the documents identified above is executed,
each such document will conform in all material respects to the draft of such
document that we have reviewed. We have also assumed for purposes of the opinion
given in paragraph 2 below, that the Pooling and Servicing Agreement has been
duly and validly authorized, executed and delivered by all parties thereto other
than the Company. As to various matters of fact material to such opinions, we
have relied upon the representations and warranties in the form of Pooling and
Servicing Agreement and statements and certificates of officers and
representatives of the Company and others.
Based upon the foregoing, we are of the opinion that:
1. When a Pooling and Servicing Agreement has been duly and validly
authorized, executed and delivered by the Company, it will constitute the legal,
valid and binding agreement of the Company, enforceable against the Company in
accordance with its terms.
2. When the Certificates have been duly and validly authorized by all
necessary action on the part of the Company and when executed as specified in,
and delivered pursuant to a Pooling and Servicing Agreement, and when sold as
described in the Registration Statement, they will be validly issued and
outstanding and entitled to the benefits of the Pooling and Servicing Agreement,
and will evidence the entire beneficial ownership of the applicable Trust Fund.
3. The information in the Prospectus under the caption "Certain Federal
Income Tax Consequences," to the extent that it constitutes matters of law or
legal conclusions, is correct in all material respects.
In rendering the foregoing opinions, we express no opinion as to the laws of any
jurisdiction other than the State of New York and the Federal law of the United
States of America. Our opinions expressed in paragraphs 1 and 2 are subject to
the effect of bankruptcy, insolvency, moratorium, fraudulent conveyance and
similar laws relating to or affecting creditors' rights generally and court
decisions with respect thereto, and we express no opinion with respect to the
application of equitable principles in any proceeding, whether at law or in
equity.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, to the reference to us in the Prospectus and to the
filing of this opinion as an exhibit to any application made by or on behalf of
the Company or any dealer in connection with the registration of the
Certificates under the securities or blue sky laws of any state or jurisdiction.
In giving such permission, we do not admit hereby that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended or the General Rules and Regulations of the Securities
and Exchange Commission thereunder.
Very truly yours,
/S/ STROOCK & STROOCK & LAVAN LLP
STROOCK & STROOCK & LAVAN LLP
