<PAGE>
As filed with the Securities and Exchange Commission on November 18, 1998
Registration No. 333-59731
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
POST-EFFECTIVE
AMENDMENT NO. 1 to Part II of
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------
GREENPOINT CREDIT CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
Delaware 13-4002891
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
</TABLE>
GREENPOINT FINANCIAL CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
Delaware 06-1379001
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
</TABLE>
90 Park Avenue
New York, New York 10016
(212) 834-1000
(Address, including zip code, and telephone number,
including area code, of each registrant's principal executive offices)
Howard C. Bluver, Esq.
GreenPoint Credit Corp.
90 Park Avenue
New York, New York 10016
(212) 834-1000
(Name, address, including zip code,
and telephone number, including area code, of agent for service)
Copies to:
Mark R. Levie, Esq.
Martin B. Howard, Esq.
Orrick, Herrington & Sutcliffe LLP
777 South Figueroa Street, Suite 3200
Los Angeles, California 90017
(213) 629-2020
<PAGE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: As soon as practicable after the effective date of this Registration
Statement
If any of the securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, 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 reinvestment plans, 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 of 1933, please check
the following box and list the registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act of 1933, check the following box and list the
registration statement number of the earlier effective registration statement
for the same offering. [X]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
maximum Proposed maximum Amount of
Title of securities to be Amount to be offering price aggregate offering registration
registered registered per unit* price fee(1)(2)
- ------------------------- ------------ --------------- ------------------- -------------
<S> <C> <C> <C> <C>
GreenPoint 100% $3,000,000,000.00 $834,170.00
Manufactured Housing $3,000,000,000.00
Contract Trust Pass-
Through Certificates
Limited Guarantee of 100% $3,000,000,000.00 N/A
GreenPoint Financial $3,000,000,000.00
Corp.
</TABLE>
*Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(a).
(1) $2,950.00 was filed on July 23, 1998 with the initial filing of the
Registration Statement.
(2) $831,220.00 was filed on November 12, 1998 with the filing of Amendment No.
2 to the Registration Statement.
-----------------------------
================================================================================
<PAGE>
Item 16. Exhibits
<TABLE>
<CAPTION>
Exhibit Description of Exhibit
- ---------------- ----------------------------------------------------------------------------------
<C> <S>
1.1* Form of Underwriting.
2.1 Sale Agreement. (Incorporated by reference to Exhibit 2.1 of the Form 8-K filed by
GreenPoint Financial Corp. on October 5, 1998)
3.1* Certificate of Incorporation of GreenPoint Financial.
3.2* Certificate of Incorporation of GreenPoint Credit Corp.
3.3* By-Laws of GreenPoint Financial.
3.4* By-Laws of GreenPoint Credit Corp.
4.1* Form of Pooling and Servicing Agreement.
5.1* Opinion of Orrick, Herrington & Sutcliffe LLP with respect to legality.
8.1 Opinion of Orrick, Herrington & Sutcliffe LLP with respect to tax matters.
8.2 Opinion of Orrick, Herrington & Sutcliffe LLP with respect to tax matters.
12.1 Not Applicable.
15.1 Not Applicable.
23.1 Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit 8.1 hereto).
23.2* Consent of PricewaterhouseCoopers LLP.
23.3* Consent of KPMG Peat Marwick, LLP.
23.4* Consent of PricewaterhouseCoopers LLP with respect to MBIA Insurance Corporation.
24.1* Powers of Attorney.
25.1 Not Applicable.
26.1 Not Applicable.
27.1 Not Applicable.
99.1 Not Applicable.
</TABLE>
* Filed previously.
Undertakings.
In accordance with Item 512 of Regulation S-K under the Securities Act
of 1933, as amended (the "Securities Act"), each of the undersigned registrants
hereby undertakes:
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; (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. 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 end 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 a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and (iii) 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.
II-1
<PAGE>
Provided, however, that paragraphs (1)(i) and (1)(ii) of this section
do not apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
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.
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.
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 Section 15(d) of the Securities Exchange Act
of 1934 (and where applicable, each filing of an employee benefit plan's
annual report pursuant to section 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.
That, for purposes of determining any liability under the
Securities Act of 1933, 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.
That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the registrants pursuant to the foregoing provisions, the
registrants are aware that 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 either of the registrants of expenses incurred or paid by a director,
officer or controlling person of either of the registrants 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. Each registrant, as applicable, will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of
II-2
<PAGE>
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.
II-3
<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, that all of the registered securities will
meet the security rating requirement in instruction I B.5 of Form S-3 by the
time of the sale of the registered securities and that it has duly caused this
Post-Effective Amendment No. 1 to Part II of the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city
of San Diego, State of California, on November 18, 1998.
GREENPOINT CREDIT CORP.
By: /s/ John W. Wheeler
---------------------------------
Name: John W. Wheeler
Title: Director and President
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to Part II of the Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/s/ John W. Wheeler
- --------------------------- President (Principal November 18, 1998
John W. Wheeler Executive Officer) and
Director
/s/ John S. Buchanan
- ---------------------------
John S. Buchanan Senior Vice President, November 18, 1998
Treasurer (Principal
Financial and Accounting
Officer) and Director
/s/ Martin L. McNabb
- ---------------------------
Martin L. McNabb Executive Vice President November 18, 1998
and Director
/s/ Abdul H. Rajput
- ---------------------------
Abdul H. Rajput Executive Vice President November 18, 1998
and Director
</TABLE>
II-4
<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, that all of the registered securities will
meet the security rating requirement in instruction I B.5 of Form S-3 by the
time of the sale of the registered securities and that it has duly caused this
Post-Effective Amendment No. 1 to Part II of the 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 November 18, 1998.
GREENPOINT FINANCIAL CORP.
By: /s/ Howard C. Bluver
---------------------------------
Name: Howard C. Bluver
Title: Senior V.P. and General Counsel
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to Part II of the Registration Statement has
been signed by the following persons or their respective attorneys-in-fact in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/s/ Thomas S. Johnson*
------------------------- Chairman of the Board and Chief November 18, 1998
Thomas S. Johnson Executive Officer
/s/ Bharat B. Bhatt*
------------------------- Member of the Board, President and November 18, 1998
Bharat B. Bhatt Chief Operating Officer
/s/ Jeffrey Leeds*
------------------------- Executive Vice President, Finance November 18, 1998
Jeffrey Leeds (Principal Financial Officer)
/s/ Mary Beth Farrell*
------------------------- Senior Vice President and November 18, 1998
Mary Beth Farrell Comptroller
/s/ Wilfred O. Uhl*
------------------------- Director November 18, 1998
Wilfred O. Uhl
/s/ Robert M. Mclane*
------------------------- Director November 18, 1998
Robert M. McLane
/s/ Dan F. Huebner*
------------------------- Director November 18, 1998
Dan F. Huebner
------------------------- Director November __, 1998
Robert P. Quinn
</TABLE>
II-5
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Robert F. Vizza*
- -------------------------------- Director November 18, 1998
Robert F. Vizza
/s/ William M. Jackson*
- -------------------------------- Director November 18, 1998
William M. Jackson
/s/ Jules Zimmerman*
- -------------------------------- Director November 18, 1998
Jules Zimmerman
/s/ Charles B. McQuade*
- -------------------------------- Director November 18, 1998
Charles B. McQuade
/s/ Alvin N. Puryear*
- -------------------------------- Director November 18, 1998
Alvin N. Puryear
- -------------------------------- Director November __, 1998
Susan J. Kropf
- -------------------------------- Director November __, 1998
Edward C. Schmults
/s/ Howard C. Bluver
- --------------------------------
*By HOWARD C. BLUVER
Attorney-in-Fact
</TABLE>
II-6
<PAGE>
Exhibit Index
-------------
<TABLE>
<CAPTION>
Exhibit Description of Exhibit
- -------------- ----------------------------------------------------------------------------------
<C> <S>
1.1* Form of Underwriting.
2.1 Sale Agreement. (Incorporated by reference to Exhibit 2.1 of the Form 8-K filed by
GreenPoint Financial Corp. on October 5, 1998)
3.1* Certificate of Incorporation of GreenPoint Financial.
3.2* Certificate of Incorporation of GreenPoint Credit Corp.
3.3* By-Laws of GreenPoint Financial.
3.4* By-Laws of GreenPoint Credit Corp.
4.1* Form of Pooling and Servicing Agreement.
5.1* Opinion of Orrick, Herrington & Sutcliffe LLP with respect to legality.
8.1 Opinion of Orrick, Herrington & Sutcliffe LLP with respect to tax matters.
8.2 Opinion of Orrick, Herrington & Sutcliffe LLP with respect to tax matters.
12.1 Not Applicable.
15.1 Not Applicable.
23.1 Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit 8.1 hereto).
23.2* Consent of PricewaterhouseCoopers LLP.
23.3* Consent of KPMG Peat Marwick, LLP.
23.4* Consent of PricewaterhouseCoopers LLP with respect to MBIA Insurance Corporation.
24.1* Powers of Attorney.
25.1 Not Applicable.
26.1 Not Applicable.
27.1 Not Applicable.
99.1 Not Applicable.
</TABLE>
* Filed previously.
<PAGE>
Exhibit 8.1
November 18, 1998
GreenPoint Credit Corp.
GreenPoint Financial Corp.
90 Park Avenue
New York, New York 10016
Ladies and Gentlemen:
We have acted as counsel to GreenPoint Credit Corp. ("GreenPoint"),
and GreenPoint Financial Corp. ("GFC" and each of GreenPoint and GFC, a
"Registrant"), in connection with the preparation and filing with the Securities
and Exchange Commission (the "Commission") of the Registration Statement on Form
S-3 filed by the Registrants with the Commission (the "Registration Statement")
for the registration under the Securities Act of 1933, as amended, of its
Manufactured Housing Contract Trust Pass-Through Certificates (the
"Certificates"). The Certificates are issuable in series (each, a "Series")
under separate Pooling and Servicing Agreements by and among either Registrant
or both of them, in each case, as seller of manufactured housing installment
sales contracts and installment loan contracts, GreenPoint, as servicer, and the
trustee selected for such Series. The Certificates of each Series are to be
sold as described in the Registration Statement and the prospectus and
prospectus supplement relating to such Series.
We have advised the Registrants with respect to certain federal income
tax aspects of the issuance of the Certificates, issuable in Series
(collectively, the "Securities"). Such advice conforms to the description of
selected federal income tax consequences to holders of the Securities that
appears under the heading "Federal Income Tax Consequences" in the Prospectus.
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. Further, we hereby confirm and adopt our opinions under
the heading "Federal Income Tax Consequences" that (A) for a Series for which an
election to be treated as a "real estate mortgage investment conduit" ("REMIC")
will be made, (i) the Trust Fund will qualify as a REMIC for federal income tax
purposes, (ii) the Certificates of such Series identified in the related
prospectus supplement as "regular interests" in the REMIC will be so treated for
federal income tax purposes and will be treated as debt instruments for purposes
of chapter 1 of the Code (generally relating to the calculation of a
Certificateholder's federal income tax liability), (iii) those Certificates of
such Series identified in the related prospectus supplement as "residual
interests" in the REMIC will be treated for federal income tax purposes as the
sole class of "residual interests" in the REMIC, (iv) the REMIC represented by
the Trust Fund will not be subject to federal income tax as a separate entity
except for (a) the tax on "prohibited transactions" imposed by section 860F of
the Code, (b) the tax on "contributions after startup date" imposed by section
860G(d) of the Code and (c) the tax on "income from foreclosure property"
imposed by section 860G(c) of the Code and
<PAGE>
GreenPoint Credit Corp.
GreenPoint Financial Corp.
November 18, 1998
Page 2
(v) those Certificates, if any, identified a being comprised of a REMIC
"regular interest" coupled with a swap or cap contract will be treated as
representing ownership of a "regular interest" in a REMIC to the extent of the
portion thereof identified as such in the Prospectus Supplement, (B) for a
Series for which no election to be treated as a REMIC will be made and which is
described as a "grantor trust" in the Prospectus Supplement, for federal income
tax purposes, the Trust Fund will be classified as a grantor trust and not as a
corporation or an association which is taxable as a corporation and the
Certificates will be treated as equity in such trust, or (C) for a Series for
which no election to be treated as a REMIC will be made and which is described
in the Prospectus Supplement as an "owner trust," (i) for federal income tax
purposes, the Trust Fund will not be treated as an association, taxable mortgage
pool or publicly traded partnership taxable as a corporation and (ii) the
Offered Certificates or Notes of such Series will be treated as indebtedness for
federal income tax purposes. All capitalized terms used herein that are not
otherwise defined have the meanings as set forth in the Prospectus.
This opinion letter 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 Securities 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 Securities
with numerous different characteristics, the particular characteristics of each
Series of Securities must be considered in determining the applicability of this
opinion to a particular Series of Securities.
We hereby consent to the filing of this opinion letter 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 admit 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 letter as an exhibit or otherwise.
Very truly yours,
/s/ Orrick, Herrington & Sutcliffe LLP
Orrick, Herrington & Sutcliffe LLP
<PAGE>
Exhibit 8.2
November 18, 1998
GreenPoint Credit Corp.
10089 Willow Creek Road
San Diego, California 92131
Re: GreenPoint Manufactured Housing Contract Trust
Pass-Through Certificates, Series 1998-1
Ladies and Gentlemen:
We are special tax counsel to GreenPoint Credit Corp. (the "Registrant") in
connection with the sale by the Registrant of the GreenPoint Manufactured
Housing Contract Trust Pass-Through Certificates, Series 1998-1 Class I A-1
Certificates, Class I A-2 Certificates, Class I A-3 Certificates, Class I A-4
Certificates, Class II A Certificates and Class R Certificates (collectively,
the "Certificates"). For purposes of this opinion, capitalized terms used but
not defined herein have the meanings ascribed to them in the Agreement (as
defined below).
The Certificates will be issued on the Closing Date pursuant to a Pooling
and Servicing Agreement dated as of November 1, 1998 (the "Agreement") between
GreenPoint Credit Corp., as Seller and Servicer and The First National Bank of
Chicago, as Trustee. The Certificates will represent undivided interests in a
trust fund (the "Trust Fund") consisting primarily of a pool of manufactured
housing installment sale contracts and installment loan agreements
(collectively, the "Contracts") which the Registrant will convey to the Trustee,
as trustee for the Trust Fund, on the Closing Date pursuant to the Agreement.
In connection with this opinion, we have examined and relied upon the
following documents:
1. the Agreement;
2. the registration statement on Form S-3 (No. 333-59731) filed by the
Registrant, relating to the Publicly Offered Certificates (the "Registration
Statement") as filed with the Securities and Exchange Commission (the
"Commission") in accordance with the provisions of the Securities Act of 1933,
as amended, and the rules and regulations of the Commission thereunder
(collectively, the "Act"); and
<PAGE>
GreenPoint Credit Corp.
November 18, 1998
Page 2
3. the preliminary base Prospectus and the preliminary Prospectus
Supplement, in each case relating to the Publicly Offered Certificates (such
Prospectus and Prospectus Supplement being hereinafter collectively referred to
as the "Prospectus").
In such examination, we have assumed the genuineness of all signatures and
the authenticity of all items submitted to us as originals and the conformity
with originals of all items submitted to us as copies. In making our examination
of documents executed by entities other than the Registrant, we have assumed
that each other entity has the power and authority to execute and deliver, and
to perform and observe the provisions of such documents, and the due
authorization by each such entity of all requisite action and the due execution
and delivery of such documents by each such entity. To the extent we have
deemed necessary and proper, we have relied upon the representations and
warranties as to facts relating to the Registrant, the Contracts, and other
matters contained in the Agreement.
The opinions expressed herein are based upon current statutes, rules,
regulations, cases and official interpretive opinions, and cover certain items
that are not directly or definitively addressed by such authorities.
Based upon and subject to the foregoing, we are of the opinion that:
1. The statements contained in the Prospectus under the heading "Federal
Income Tax Consequences," to the extent they constitute matters of law or legal
conclusions with respect thereto, are correct in all material respects, under
the assumptions stated therein and under applicable law as in effect on the date
of the Prospectus Supplement.
2. Assuming (i) the making of a valid election and (ii) compliance with the
Agreement, (a) the Trust Fund will be classified for federal income tax
purposes as a "real estate mortgage investment conduit" ("REMIC") within the
meaning of Section 860D of the Internal Revenue Code of 1986 (the "Code"), (b)
the Publicly Offered Certificates will be treated collectively as the "regular
interests" in such REMIC for federal income tax purposes and will be treated as
debt instruments for purposes of chapter 1 of the Code (generally relating to
the calculation of a Certificateholder's federal income tax liability), (c)
the Class R Certificate will be treated as the single class of "residual
interest" in such REMIC for federal income tax purposes and (d) the REMIC
represented by the Trust Fund will not be
<PAGE>
GreenPoint Credit Corp.
November 18, 1998
Page 3
subject to federal income tax as a separate entity except for (i) the tax on
"prohibited transactions" imposed by section 860F of the Code, (ii) the tax on
"contributions after startup date" imposed by section 860G(d) of the Code and
(iii) the tax on "income from foreclosure property" imposed by section 860G(c)
of the Code.
We express no opinion herein except as to the matters set forth above.
This opinion is furnished to you solely for use in connection with the issuance
and sale of the Certificates. We hereby consent to the filing of this letter as
an exhibit to a Pre-effective amendment to the Registration Statement filed by
you in connection with the Trust Fund. In giving such consent, we do not admit
and we hereby disclaim 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
rules and regulations of the Commission thereunder, nor do we admit that we are
experts with respect to any part of the Registration Statement within the
meaning of the term "experts" as used in the Securities Act of 1933, as amended,
or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Orrick, Herrington & Sutcliffe LLP
Orrick, Herrington & Sutcliffe LLP
