<PAGE>
As filed with the Securities and Exchange Commission on February 16, 2000
Registration No. 333-74457
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
AMENDMENT NO. 3 TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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Distribution Financial Services Floorplan Master Trust
(Issuer and Co-Registrant)
----------------------
Deutsche Floorplan Receivables, L.P.
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C> <C>
Delaware 655 Maryville Centre Drive 88-0355652
(State or other Jurisdiction of St. Louis, Missouri 63141 (I.R.S. Employer
Incorporation or Organization) (314) 523-3000 Identification Number)
</TABLE>
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
----------------------
Naran U. Burchinow
Senior Vice President and General Counsel
Deutsche Financial Services Corporation
655 Maryville Centre Drive
St. Louis, Missouri 63141
(314) 523-3905
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
----------------------
With copies to:
Marc L. Klyman Stuart M. Litwin
Mayer, Brown & Platt Mayer, Brown & Platt
190 S. LaSalle Street 190 S. LaSalle Street
Chicago, Illinois 60603 Chicago, Illinois60603
(312) 701-8053 (312) 701-7373
Approximate date of commencement of proposed sale to the public: As soon as
practicable after 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, 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, please check the following box
and list the Securities Act registration statement number of the earlier
effective statement for the same offering. [_]
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 effective registration statement
for the same offering. [_]
If the delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================================
Proposed Proposed Maximum Amount of
Title of Amount to Maximum Offering Aggregate Offerin Registration
Securities to Be Registered Be Registered/(1)/ Price Per Unit/(2)/ Price/(2)/ Fee/(3)/
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Asset Backed Certificates...... $ 3,000,000,000 100% $ 3,000,000,000 $ 792,000
=======================================================================================================================
</TABLE>
/(1)/ This Registration Statement relates to the initial offering from time to
time of the Asset Backed Certificates. This Registration Statement also
relates to any resales of Asset Backed Certificates in market making
transactions by Deutsche Bank Securities Inc., an affiliate of the
Registrant, to the extent required.
/(2)/ Estimated solely for purposes of calculating the registration fee.
/(3)/ All of which was 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 THE 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>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses in connection with
the offering of the certificates being registered under this Registration
Statement, other than underwriting discounts and commissions:
SEC registration fee.................................... $ 792,000
Accounting fees and expenses............................ $ 50,000
Printing and engraving.................................. $ 150,000
Legal fees and expenses................................. $ 300,000
Trustee fees and expenses............................... $ 30,000
Blue sky fees and expenses.............................. $ 10,000
Rating agency fees...................................... $ 300,000
Miscellaneous........................................... $ 50,000
Total............................................. $1,682,000
==========
Item 15. Indemnification of Directors and Officers.
Article NINTH of the articles of incorporation of Deutsche Floorplan
Receivables, Inc. (referred to in that Article as the " Corporation") provides
that:
The Corporation shall indemnify any person who is or was a director or
officer of the Corporation, with respect to actions taken or omitted by
such person in any capacity in which such person serves the Corporation, to
the full extent authorized or permitted by law, as now or hereafter in
effect, and such right to indemnification shall continue as to a person who
has ceased to be a director or officer, as the case may be, and shall inure
to the benefit of such person's heirs, executors and personal legal
representatives; provided, however, that, except for proceedings to enforce
rights to indemnification, the Corporation shall not be obligated to
indemnify any person in connection with a proceeding (or part thereof)
initiated by such person unless such proceeding (or part thereof) was
authorized in advance, or unanimously consented to, by the Board of
Directors of the Corporation. Directors and officers of the Corporation
shall have the right to be paid by the Corporation expenses incurred in
defending or otherwise participating in any proceeding in advance of its
final disposition. The Corporation may, to the extent authorized from time
to time by the Board of Directors, provide rights to indemnification and to
the advancement of expenses to employees and agents of the Corporation. The
rights to indemnification and to the advancement of expenses conferred in
this Section shall not be exclusive of any other right that any person may
have or hereafter acquire under these Articles of Incorporation, the By-
Laws, any statute, agreement, vote of stockholders or disinterested
directors, or otherwise. Any repeal or modification of this Section by the
stockholders of the Corporation shall not adversely affect any rights to
indemnification and to advancement of expenses that any person may have at
the time of such repeal or modification with respect to any acts or
omissions occurring prior to such repeal or modification.
Section 4 of the by-laws of Deutsche Floorplan Receivables, Inc. (referred
to in that Section as the " Corporation") provides as follows:
II-1
<PAGE>
4. INDEMNIFICATION.
(a) The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he is or was a
Director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit, or
proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person
did not act in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interest of the Corporation, and,
with respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.
(b) The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he is or
was a Director, officer, employee or agent of the Corporation, or is
or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation and except that no
indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the
Corporation unless and only to the extent that the Court of Chancery
or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
(c) To the extent that a Director, officer, employee or agent
of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections
(a) or (b), or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) (unless
ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that
indemnification of the Director, officer, employee or agent is proper
in the circumstances because he has met the applicable standard of
conduct set forth in subsections (a) and (b). Such determination shall
be made (1) by the Board by a majority vote of a quorum consisting of
Directors who were not parties to such action, suit or proceeding, or
(2) if such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested Directors so directs, by independent legal
counsel in a written opinion, or (3) by the stockholders.
(e) Expenses incurred by a Director or officer in defending a
civil or criminal action, suit or proceeding may be paid by the
Corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of any undertaking by or on behalf of such
Director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the
Corporation as authorized in this Section. Such expenses incurred by
other employees and agents may be so paid upon such terms and
conditions, if any, as the Board of Directors deems appropriate.
II-2
<PAGE>
(f) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this Section
shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled
under any By-law, agreement, vote of stockholders or disinterested
Directors or otherwise, both as to action in his official capacity and
as to action in another capacity while holding such office.
(g) The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a Director, officer,
employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him
against such liability under the provisions of this Section.
(h) The indemnification and advancement of expenses provided
by, or granted pursuant to, this Section shall, unless otherwise
provided when authorized or ratified, continue as to a person who has
ceased to be a Director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such person.
Section 78.7502 of the Nevada Revised Statutes provides that a
corporation may (and that in certain circumstances a corporation is required to)
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that
such person is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement incurred in connection with the action, suit or
proceeding. Section 78.752 of the Nevada Revised Statutes provides that a
corporation may purchase and maintain insurance or make other financial
arrangements on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, for any liability
asserted against such person and liability and expenses incurred by such person
in such person's capacity as a director, officer, employee or agent, or arising
out of such person's status as such, whether or not the corporation has the
authority to indemnify such person against such liability and expenses.
Deutsche Bank AG maintains a directors and officers liability
insurance policy with respect to certain direct and indirect subsidiaries,
including Deutsche Floorplan Receivables, Inc. In general, the policy insures
the officers and directors of Deutsche Floorplan Receivables, Inc. against loss
arising from wrongful acts or omissions, subject to the terms and conditions
contained in the policy.
II-3
<PAGE>
Item 16. Exhibits.
1.1* Form of Underwriting Agreement
3.1* Form of Agreement of Limited Partnership of the Registrant
4.1* Form of Pooling and Servicing Agreement
4.2* Form of supplement (including forms of certificates)
5.1* Opinion of Mayer, Brown & Platt as to legality of the
Certificates
8.1** Opinion of Mayer, Brown & Platt as to certain U.S. tax matters
8.2* Opinion of Bryan Cave LLP as to certain Missouri tax matters
10.1* Form of Receivables Contribution and Sale Agreement
23.1* Consent of Mayer, Brown & Platt as to legality opinion (included
in exhibit 5.1)
23.2** Consent of Mayer, Brown & Platt as to U.S. tax opinion (included
in exhibit 8.1 hereof)
23.3* Consent of Bryan Cave LLP (included in exhibit 8.2 hereof)
24.1* Power of Attorney (included in Part II of the registration
statement filed on March 16, 1999)
* Previously filed.
** Filed with this amendment.
Item 17. Undertakings.
(a) As to Rule 415:
The undersigned Registrants hereby undertake:
(1) 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 20
percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in
the effective registration statement.
(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.
(2) 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.
(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.
(b) As to documents subsequently filed that are
incorporated by reference:
II-4
<PAGE>
The undersigned Registrants hereby undertake
that, for purposes of determining any liability
under the Securities Act of 1933, each filing
of the Registrants' annual report pursuant to
Section 13(a) or 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.
(c) As to indemnification:
Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be
permitted to directors, officers and
controlling persons of the Registrants pursuant
to the foregoing provisions, or otherwise, the
Registrants have been advised that in the
opinion of the Securities and Exchange
Commission 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 the
Registrants of expenses incurred or paid by a
director, officer or controlling person 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 of the Registrants 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
Act and will be governed by the final
adjudication of such issue.
(d) The undersigned Registrants hereby undertake
that:
(1) For purposes of determining any liability
under the Securities Act of 1933, as amended, 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 Registrants pursuant to Rule 424(b)(1) or (4) or
497(h) under the Act will be deemed to be part of this
Registration Statement as of the time it was declared
effective.
(2) For the purpose of determining any
liability under the Securities Act of 1933, as amended,
each post-effective amendment that contains a form of
prospectus will 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.
(e) The undersigned Registrants hereby undertake to
file in a current report a Form 8-K or in a
post-effective amendment an opinion with
respect to any Federal tax consequences
material to an investor with regard to a
specific series to be issued pursuant to this
Registration Statement where such tax
consequences have not been addressed in the
prospectus or the prospectus supplement related
to such series.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 (and that the security rating
requirement will be met at the time of sale) and each of the Registrants has
duly caused this Amendment No. 3 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of St. Louis,
State of Missouri on February 16, 2000.
Deutsche Floorplan Receivables, L.P.,
on behalf of itself
By: Deutsche Floorplan Receivables,
Inc., its General Partner
By: /s/ Richard H. Schumacher
-----------------------------------
Name: Richard H. Schumacher
---------------------------------
Title: President and Treasurer
--------------------------------
Deutshe Floorplan Receivables,
L.P., on behalf of Distribution
Financial Services Floorplan
Master Trust
By: Deutsche Floorplan Receivables,
Inc., its General Partner
By: /S/ Richard H. Schumacher
----------------------------------
Name: Richard H. Schumacher
--------------------------------
Title: President and Treasurer
-------------------------------
II-6
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to the Registration Statement has been signed by the following persons for
Deutsche Floorplan Receivables, L.P. in the capacities and on the dates
indicated below.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* President and Treasurer February 16, 2000
------------------------------
Richard H. Schumacher (Principal Executive Officer and
Principal Financial Officer)
* Senior Vice President and Controller February 16, 2000
------------------------------
Stephen J. Gentry (Principal Accounting Officer)
* Director February 16, 2000
------------------------------
Richard C. Goldman
* Director February 16, 2000
------------------------------
C. Don Brown
* Director February 16, 2000
------------------------------
Phil Stout
</TABLE>
*IN WITNESS WHEREOF, Naran U. Burchinow has signed this Amendment No.
3 to the Registration Statement on February 16, 2000 on behalf of the officers
and directors named above as their attorney-in-fact under a power of attorney.
/s/ Naran U. Burchinow
-----------------------------------
Naran U. Burchinow
II-7
<PAGE>
Exhibit 8.1
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[LETTERHEAD OF MAYER, BROWN & PLATT]
February 16, 2000
Deutsche Floorplan Receivables, L.P.
655 Maryville Centre Drive
St. Louis, Missouri 63141
Re: Deutsche Floorplan Receivables, L.P.;
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special tax counsel for Deutsche Floorplan Receivables,
L.P., a Delaware limited partnership (the "Seller"), in connection with the
preparation of the Registration Statement on Form S-3, File No. 333-74457 (as
amended, the "Registration Statement") filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), for the
registration under the Act of certain series (each, a "Series") of Asset Backed
Certificates (the "Certificates"), each such Series representing an undivided
interest in a trust (the "Trust") formed pursuant to a Pooling and Servicing
Agreement among the Trustee, the Seller and Deutsche Financial Services
Corporation, as Servicer. Capitalized terms used herein without definitions have
the meanings ascribed to them in the Registration Statement.
We hereby confirm that the statements set forth in the prospectus
supplement relating to the Certificates (the "Prospectus Supplement") forming a
part of the Registration Statement under the headings "Summary -- Tax Matters"
and "Federal Income Tax Consequences," which statements have been prepared by
us, to the extent that they constitute matters of law or legal conclusions with
respect thereto relating to federal tax matters, are correct in all material
respects, and we hereby confirm and adopt the opinions set forth therein. There
can be no assurance, however, that the tax conclusions presented therein will
not be successfully challenged by the IRS, or significantly altered by new
legislation, changes in IRS positions or judicial decisions, any of which
challenges or alterations may be applied retroactively with respect to completed
transactions.
The opinion set forth in this letter is based upon the applicable
provisions of the Internal Revenue Code of 1986, as amended, Treasury
regulations promulgated and proposed thereunder, current positions of the
Internal Revenue Service (the "IRS") contained in published Revenue Rulings and
Revenue Procedures, current administrative positions of the IRS and existing
<PAGE>
judicial decisions. No tax rulings will be sought from the IRS with respect to
any of the matters discussed herein.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the use
of our name therein.
Very truly yours,
/s/ Mayer, Brown & Platt
MAYER, BROWN & PLATT
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