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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 23, 1996
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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CARGILL FINANCIAL SERVICES CORPORATION
(SPONSOR OF THE TRUSTS DESCRIBED HEREIN)
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<S> <C> <C>
DELAWARE 6000 CLEARWATER DRIVE 41-149287
(JURISDICTION) MINNETONKA, MINNESOTA 55343-9497 (I.R.S. EMPLOYER
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) IDENTIFICATION NO.)
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PHILLIP FANTLE, ESQ.
CARGILL, INC./LAW 24
6000 CLEARWATER DRIVE
MINNETONKA, MINNESOTA 55343-9497
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPY TO:
CHRIS DIANGELO, ESQ.
DEWEY BALLANTINE
1301 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE 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 number of the earlier effective
registration statement for the same offering.[X] 33-96500
If this Form is filed as a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, please check the following box and list
the Securities Act registration 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
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TO BE AGGREGATE PRICE AGGREGATE REGISTRATION
TITLE OF SECURITIES BEING REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE(2) FEE(3)
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Mortgage Loan Asset Backed Securities $208,004,000 100% $208,004,000 $71,724.14
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(1) Of this amount, $174,004,000 is being carried forward from the registrant's
Registration Statement on Form S-3, File No. 33-96500 (the "Prior
Registration Statement") pursuant to Rules 462(b) and 429(b) under the
Securities Act of 1933.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) Of this amount, $60,000.00 was previously paid. In accordance with Rule 429
under the Securities Act of 1933, the Prospectus included herein is a
combined prospectus which also relates to the registrant's Prior
Registration Statement. The amount of securities eligible to be sold under
the Prior Registration Statement ($174,004,000 as of August 1, 1996) shall
be carried forward to this Registration Statement. A filing fee in the
amount of $344,827.59 was paid with the Prior Registration Statement.
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THE REGISTRANT HEREBY FILES THIS REGISTRATION STATEMENT PURSUANT TO RULE
462(b) UNDER THE SECURITIES ACT OF 1933. THE CONTENTS OF THE REGISTRANT'S PRIOR
REGISTRATION STATEMENT NO. 33-96500 ARE INCORPORATED HEREIN BY REFERENCE WITH
RESPECT TO THE OFFERING CONTEMPLATED HEREBY. PURSUANT TO RULE 462(b), THIS
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING.
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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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minnetonka, State of Minnesota on the 23rd day of
August, 1996.
CARGILL FINANCIAL SERVICES CORPORATION
By /s/ David W. Rogers
__________________________________
Executive Vice President and Chief
Operating Officer
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.
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SIGNATURE TITLE DATE
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Director, Executive Vice President August 23, 1996
/s/ David W. Rogers and Chief Operating Officer
- ----------------------------- (Principal Executive Officer)
David W. Rogers
Director and Treasurer August 23, 1996
/s/ William W. Veazey (Principal Financial Officer and
- ----------------------------- Principal Accounting Officer)
William W. Veazey
/s/ David W. Raisbeck Director August 23, 1996
- -------------------------------
David W. Raisbeck
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August 23, 1996
Cargill Financial Services Corporation
6000 Clearwater Drive
Minnetonka, Minnesota 55343
Re: Cargill Financial Services Corporation
Mortgage Loan Asset Backed Securities
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Ladies and Gentlemen:
We have acted as counsel to Cargill Financial Services
Corporation (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 Loan Asset Backed Securities ("Securities") which the
Registrant plan to offer in series, each series to be issued under a separate
pooling and servicing agreement (a "Pooling and Servicing Agreement"), in
substantially one of the forms incorporated by reference as Exhibits to the
Registration Statement, among Cargill Financial Services Corporation (the
"Company"), a servicer to be identified in the prospectus supplement for such
series of Securities (the "Servicer" for such series), and a trustee to be
identified in the prospectus supplement for such series of Securities (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
the Company and such other instruments and other certificates of public
officials, officers and representatives of the Company 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
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Cargill Financial Services Corporation
August 23, 1995
Page 2
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:
1. When, in respect of a series of Securities, a Pooling and
Servicing Agreement has been duly authorized by all necessary action and
duly executed and delivered by the Company, the Servicer and the Trustee
for such series, such Pooling and Servicing Agreement will be a valid
and legally binding obligation of the Company; and
2. When a Pooling and Servicing Agreement for a series of
Securities has been duly authorized by all necessary action and duly
executed and delivered by the Company, the Servicer and the Trustee for
such series, and when the Securities of such series have been duly
executed and authenticated in accordance with the provisions of the
Pooling and Servicing 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 Securities will be legally and validly
issued, fully paid and nonassessable, and the holders of such Securities
will be entitled to the benefits of such Pooling and Servicing
Agreement.
We hereby consent to the filing of this opinion as an Exhibit to
the Registration Statement and to the reference to Dewey Ballantine in the
Registration Statement and the related prospectus 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
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August 23, 1996
Cargill Financial Services Corporation
6000 Clearwater Drive
Minnetonka, Minnesota 55343
Re: Cargill Financial Services Corporation
Mortgage Loan Asset Backed Securities
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Ladies and Gentlemen:
We have acted as counsel to Cargill Financial Services
Corporation (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 Loan Asset Backed
Securities ("Securities") which the Registrant plan 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 Securities, 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 in the
Registration Statement and related prospectus under the heading "Certain Federal
Income Tax Consequences."
Very truly yours,
DEWEY BALLANTINE
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