<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 13, 1996
REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EQCC RECEIVABLES CORPORATION
EQCC ASSET BACKED CORPORATION
(DEPOSITORS OF THE TRUSTS DESCRIBED HEREIN)
(EXACT NAMES OF REGISTRANTS AS SPECIFIED IN GOVERNING INSTRUMENTS)
10401 DEERWOOD PARK BLVD.
JACKSONVILLE, FLORIDA 32256
(904) 987-5000
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
JOHN T. HAYT
EQUICREDIT CORPORATION OF AMERICA
10401 DEERWOOD PARK BLVD.
JACKSONVILLE, FLORIDA 32256
(NAME AND ADDRESS OF AGENT FOR SERVICE)
Copies to:
<TABLE>
<S> <C> <C>
STEPHEN R. VETH, ESQ. JAMES WESTRA, ESQ. JOSHUA E. RAFF, ESQ.
EQUICREDIT CORPORATION HUTCHINS, WHEELER & DITTMAR, ORRICK, HERRINGTON &
OF AMERICA A PROFESSIONAL CORPORATION SUTCLIFFE LLP
1801 ART MUSEUM DRIVE 101 FEDERAL STREET 666 FIFTH AVENUE
JACKSONVILLE, FLORIDA 32207 BOSTON, MA 02110-1804 NEW YORK, NEW YORK 10103
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable on or after the effective date of this Registration Statement.
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
plans, please 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] 33-99344
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. [ ]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<S> <C> <C> <C> <C>
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT BEING OFFERING PRICE AGGREGATE REGISTRATION
BEING REGISTERED REGISTERED(2) PER UNIT(1) OFFERING PRICE FEE(2)
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EQCC Home Equity Loan Asset
Backed Securities............. $59,412,000 100% $59,412,000 $18,004
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Paid herewith. In addition, $540,588,000 of unissued Asset Backed Securities
previously registered under Registration Statement No. 33-99344 are being
carried forward. A registration fee of $193,067.14 was previously paid with
respect to such amount.
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<PAGE> 2
INCORPORATION BY REFERENCE
The Registration Statement No. 33-99344 of EQCC Receivables Corporation and
EQCC Asset Backed Corporation hereby shall be deemed incorporated by reference
in the Registration Statement and to be a part hereof. Any statement contained
herein or in a document incorporated by reference herein shall be deemed to be
modified or superceded for purposes of this Registration Statement 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 superceded shall
not be deemed, except as so modified or superceded, to constitute a part of this
Registration Statement.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, EQCC
Receivables Corporation 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 Jacksonville, State of Florida, on the 13th day
of December, 1996.
EQCC RECEIVABLES CORPORATION
By: /s/ STEPHEN R. VETH
----------------------------
Stephen R. Veth
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Stephen R. Veth as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign any
and all amendments and post-effective amendments to this Registration Statement,
and to file the same with all exhibits thereto, unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or either of them or
their substitutes, may lawfully do or cause to be done by virtue thereof.
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>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ -------------------------- ------------------
<C> <S> <C>
/s/ STEPHEN R. VETH Director and President December 13, 1996
- ----------------------------------------- (Principal Executive
(Stephen R. Veth) Officer)
/s/ JOHN C. HARRIS Director, Vice President December 13, 1996
- ------------------------------------------ and Secretary
(John C. Harris)
/s/ JOHN P. SILSBY, II Director, Vice President December 13, 1996
- ------------------------------------------ and Treasurer (Principal
(John P. Silsby, II) Accounting Officer)
Director December 13, 1996
- ------------------------------------------
(Roberto Andrade)
Director December 13, 1996
- ------------------------------------------
(Robert P. Witcher)
</TABLE>
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, EQCC Asset
Backed Corporation 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 Jacksonville, State of Florida, on the 13th day
of December 1996.
EQCC ASSET BACKED CORPORATION
By: /s/ STEPHEN R. VETH
-----------------------------
Stephen R. Veth
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Stephen R. Veth as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign any
and all amendments and post-effective amendments to this Registration Statement,
and to file the same with all exhibits thereto, unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or either of them or
their substitutes, may lawfully do or cause to be done by virtue thereof.
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>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ -------------------------- ------------------
<C> <S> <C>
/s/ STEPHEN R> VETH Director and President December 13, 1996
- ------------------------------------------ (Principal Executive
(Stephen R. Veth) Officer)
/s/ JOHN C. HARRIS Director, Vice President December 13, 1996
- ---------------------------------------- and Secretary
(John C. Harris)
/s/ JOHN P. SILSBY, II Director, Vice President December 13, 1996
- ------------------------------------------ and Treasurer (Principal
(John P. Silsby, II) Accounting Officer)
- ------------------------------------------ Director December 13, 1996
(Roberto Andrade)
- ------------------------------------------ Director December 13, 1996
(Hugh L. Carty)
</TABLE>
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
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<S> <C> <C>
5.1* -- Opinion of Hutchins, Wheeler & Dittmar With Respect To Legality
8.1* -- Opinion of Orrick, Herrington & Sutcliffe With Respect To Certain
Tax Matters
24.1* -- Consent of Hutchins, Wheeler & Dittmar (included as part of
Exhibit 5.1)
24.2* -- Consent of Orrick, Herrington & Sutcliffe (included as part of
Exhibit 8.1)
25(A)** -- Power of Attorney as to EQCC Receivables Corporation
25(B)** -- Power of Attorney as to EQCC Asset Backed Corporation
</TABLE>
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* Filed herewith.
** Included on the signature page of such Registrant in this Registration
Statement.
<PAGE> 1
Exhibit 5.1
Opinion of Hutchins, Wheeler &
Dittmar With Respect To Legality
<PAGE> 2
EXHIBIT 5.1
December 13, 1996
EquiCredit Corporation of America
10401 Deerwood Park Blvd.
Jacksonville, FL 32256-0505
EQCC Receivables Corporation
c/o EquiCredit Corporation of America
10401 Deerwood Park Blvd.
Jacksonville, FL 32256-0505
EQCC Asset Backed Corporation
c/o EquiCredit Corporation of America
10401 Deerwood Park Blvd.
Jacksonville, FL 32256-0505
Ladies and Gentlemen:
We have acted as your counsel in connection with a Registration Statement
on Form S-3 (the "Registration Statement"), filed pursuant to Rule 462(b) on
December 13, 1996 with the Securities and Exchange Commission under the
Securities Act of 1933 (the "Act") which incorporates by reference the
Registration Statement on Form S-3 (File No. 33-99344), for the registration
under the Act of various Series of EQCC Home Equity Loan Asset Backed Securities
or EquiCredit Funding Asset Backed Securities, as the case may be, consisting of
one or more classes of notes and/or certificates (collectively, the
"Securities"), each such Series to be issued by a separate Trust (each, a
"Trust"). The Securities of each Trust will be issued pursuant to documentation
more particularly described and referred to in a Prospectus Supplement, forms of
which have been included as part of the Registration Statement. The assets of
each Trust will consist of an identified pool of mortgage loans which will be
transferred into the Trust by EQCC Receivables Corporation and EQCC Asset Backed
Corporation (together, the "Depositors"). The Depositors are collectively
referred to herein as the "Registrants".
We have made such investigations of law as we deemed appropriate and have
examined the proceedings heretofore taken and are familiar with the procedures
proposed to be taken by the Registrants and each Trust in connection with the
authorization, issuance and sale of the Securities.
Based on the foregoing, we are of the opinion that when the issuance,
execution and delivery of the Securities by a Trust have been duly authorized by
all necessary corporate and trust action, and when the Securities have been duly
executed, authenticated, delivered and sold as described in the Registration
Statement, the Securities will each be legally and validly issued and, in the
case of any certificates representing beneficial interests in a Trust, fully
paid and non-assessable.
In rendering the foregoing opinions, we have assumed the accuracy and
truthfulness of all public records of the Registrants and of all certificates,
documents and other proceedings examined by us that have been executed or
certified by officials of the Registrants acting within the scope of their
official capacities, and we have not verified the accuracy or truthfulness
thereof. We have also assumed the genuineness of the signatures appearing upon
such public records, certificates, documents and proceedings. In addition, we
have assumed that each of the Securities and the particular pooling and
servicing agreement, trust agreement, indenture or other documents, as the case
may be, under which such Securities are issued by a Trust will be executed and
delivered in substantially the form described in the Registration Statement and
the various Prospectus Supplements thereto.
<PAGE> 3
In rendering the foregoing opinions, we express no opinion as to the laws
of any jurisdiction other than the Commonwealth of Massachusetts, the General
Corporation Law of the State of Delaware and the Federal laws of the United
States of America.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus forming a part of the Registration Statement,
without admitting that we are "experts" within the meaning of the Act or the
rules and regulations of the Securities and Exchange Commission issued
thereunder, with respect to any part of the Registration Statement, including
this exhibit.
Very truly yours,
/s/ HUTCHINS, WHEELER & DITTMAR
HUTCHINS, WHEELER & DITTMAR
A Professional Corporation
<PAGE> 1
Exhibit 8.1
Opinion of Orrick, Herrington & Sutcliffe
With Respect To Certain Tax Matters
<PAGE> 2
EXHIBIT 8.1
December 13, 1996
EQCC Receivables Corporation
EQCC Asset Backed Corporation
c/o EquiCredit Corporation of America
10401 Deerwood Park Blvd.
Jacksonville, Florida 32256-0505
Ladies and Gentlemen:
We have advised EQCC Receivables Corporation and EQCC Asset Backed
Corporation (the "Registrants") with respect to certain federal income tax
aspects of the issuance by the Registrants of their EQCC Home Equity Loan Asset
Backed Certificates and EquiCredit Funding Asset Backed Certificates, issuable
in series (the "Certificates"). Such advice conforms to the description of
selected federal income tax consequences to holders of the Certificates that
appears under the heading "Certain Federal Income Tax Consequences" in the
prospectus (the "Prospectus") forming a part of the Post-Effective Amendment No.
1 to Registration Statement on Form S-3 (File No. 33-99344) as prepared for
filing by the Registrants with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act") on August 23, 1996 (the
"Incorporated Registration Statement"), which Incorporated Registration
Statement has been incorporated by reference into the Registration Statement on
Form S-3 as prepared for filing by the Registrants with the Securities and
Exchange Commission under the Act on the date hereof pursuant to Rule 462(b).
Such description does not purport to discuss all possible income tax
ramifications of the proposed issuance, but with respect to those tax
consequences which are discussed, in our opinion the description is accurate
in all material respects.
This opinion is based on the facts and circumstances set forth in the
Prospectus and in the other documents reviewed by us. Our opinion as to the
matters set forth herein could change with respect to a particular series of
Certificates as a result of changes in facts and circumstances, changes in the
terms of the documents reviewed by us, or changes in the law subsequent to the
date hereof. As the Registration Statement contemplates series of Certificates
with numerous different characteristics, the particular characteristics of each
series of Certificates must be considered in determining the applicability of
this opinion to a particular series of Certificates.
We hereby 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 the Prospectus contained therein. In giving such
consent, we do not consider that we are "experts," within the meaning of the
term as used in the Act or the rules and regulations of the Commission issued
thereunder, with respect to any part of the Registration Statement, (including
this opinion) as an exhibit or otherwise.
Very truly yours,
/s/ ORRICK, HERRINGTON & SUTCLIFFE
ORRICK, HERRINGTON & SUTCLIFFE
