AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 15, 1997
REGISTRATION STATEMENT NO. 333-39505
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------------------
CONTISECURITIES ASSET FUNDING CORP.
(Exact name of registrant as specified in governing instruments)
DELAWARE 13-2937238
(State of incorporation) (IRS Employee Identification Number)
277 PARK AVENUE
NEW YORK, NEW YORK 10172
(212) 207-2840
(Address, including zip code, and telephone number,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
JAMES E. MOORE
PRESIDENT
CONTISECURITIES ASSET FUNDING CORP.
277 PARK AVENUE
NEW YORK, NEW YORK 10172
(212) 207-2842
FAX: (212) 207-5251
(NAME AND ADDRESS OF AGENT FOR SERVICE)
PLEASE SEND COPIES OF COMMUNICATION TO:
Jerry R. Marlatt, Esq. Alan L. Langus, Esq.
STROOCK & STROOCK & LAVAN LLP Chief Counsel
180 Maiden Lane ContiTrade Services, L.L.C.
New York, New York 10038 277 Park Avenue, 38th Floor
(212) 806-5400 New York, New York 10172
Fax: (212) 806-6006 (212) 207-2822
Fax: (212) 207-2937
--------------------------------------
Approximate date of commencement of proposed
sale to the public: From time TO TIME 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 then 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 registration statement for the same offering. |_|
If this form is 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 statement 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. |_|
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus filed as
part of this Registration Statement may be used in connection with the
securities covered by Registration Statement No. 333-19427.
--------------------------------------
CALCULATION OF REGISTRATION FEE
===============================================================================
Title of each class Proposed Proposed
of securities being Amount To Maximum Maximum
registered Be Registered Offering Aggregate Amount of
(1) Price Per Offering Registration
Unit(1) Price Fee
- -------------------------------------------------------------------------------
Asset-Backed $6,000,000,000(2) 100% $1,000,000 $1,770,000 (3)
Certificates
===============================================================================
(1) Pursuant to this Amendment No. 1 to this Form S-3, the amount of
securities to be registered is hereby increased from the amount of securities
previously reported.
(2) Estimated solely for purposes of calculating the registration fee.
(3) $303.03 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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
DIRECTORS ASSET CONDUIT CORPORATION
CROSS REFERENCE SHEET
ITEM AND CAPTION IN FORM S-3 LOCATION IN PROSPECTUS
1. Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus....... Forepart of Registration
Statement and Outside Front
Cover Page**
2. Inside Front Cover and Outside Back Cover
Pages of Prospectus.......................... Inside Front and Outside Back
Cover Page of Prospectus**
3. Summary Information, Risk Factors and Ratio
of Earnings to Fixed Charges................. Summary of Prospectus**; The
Company**; Risk Factors**
4. Use of Proceeds.............................. Use of Proceeds**
5. Determination of Offering Price.............. *
6. Dilution..................................... *
7. Selling Security Holders..................... *
8. Plan of Distribution......................... Plan of Distribution**
9. Description of Securities to be Registered.... Outside Front Cover Page;
Summary of Terms; The
Trust Fund; Description
of Certificates; Pooling
and Servicing Agreement**
10. Interests of Named Experts and counsel *
11. Material Changes *
12. Incorporation of Certain Information by
Reference Inside Front Cover Page**;
Incorporation of Certain
Documents by Reference
13. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities.................. See Page II-2
- ----------------------
* Omitted since answer is negative or item is not applicable.
** To be completed or supplemented from time to time by Prospectus Supplement.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses expected to be incurred in connection with the issuance and
distribution of the securities being registered, other than underwriting
compensation, are as set forth below. All such expenses except for the
registration fees are estimated.
SEC Registration Fee $1,770,000
Legal Fees and Expenses* 300,000
Accounting Fees and Expenses* 115,000
Trustee's Fees and Expenses* 60,000
(including counsel fees)
Printing and Engraving Fees* 115,000
Blue Sky Fees and Expenses* 20,000
Rating Agency Fees* 1,100,000
Miscellaneous* 50,000
-----------
Total $3,530,000
- ----------------
* Estimated in accordance with Item 511 of Regulation S-K.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The form of Underwriting Agreement filed as Exhibit 1.1 to this
Registration Statement on Form S-3 provides for indemnification by each
Underwriter of any officer, director or controlling person of the Registrant who
becomes subject to liability arising out of an untrue or alleged untrue
statement of a material fact contained in this Registration Statement, the
Prospectus filed herewith or any Preliminary Prospectus, related Prospectus
Supplement or related Preliminary Prospectus Supplement, or omission or alleged
omission, that was made in reliance on written information provided to the
Registrant by such Underwriter.
The Certificate of Incorporation and Bylaws for the Registrant filed as
Exhibits 3.1 and 3.2 to this Registration Statement on Form S-3 provide for
indemnification of directors and officers to the full extent permitted by
Delaware law. Section 145 of the Delaware General Corporation Law provides, in
substance, that Delaware corporations shall have the power, under specified
circumstances, to indemnify their directors, officers, employees and agents in
connection with actions, suits or proceeding brought against them by a third
party or in the right of the corporation, by reason of the fact that they were
or are such directors, officers, employees or agents, against expenses incurred
in any such action, suit or proceeding.
The Bylaws also provide that the Registrant may, to the full extent
permitted by law, purchase and maintain insurance on behalf of any corporate
agent against any liability which may be asserted against him.
ITEM 16. EXHIBITS.
(a) FINANCIAL STATEMENTS:
NONE.
(b) EXHIBITS:
**1.1 --Form of Underwriting Agreement.
**3.1 --Certificate of Incorporation of ContiSecurities
Asset Funding Corp.
**3.2 --By-Laws of ContiSecurities Asset Funding Corp.
**4.1 --Form of Pooling and Servicing Agreement.
*5.1 --Opinion of Stroock & Stroock & Lavan LLP
with respect to the securities being registered.
*8.1 --Opinion of Stroock & Stroock & Lavan LLP with
respect to tax matters (included as part of
Exhibit 5.1).
*23.1 --Consent of Stroock & Stroock & Lavan LLP
(included as part of Exhibit 5.1).
***23.2 --Consent of Independent Auditor of Certificate
Insurer.
**24.1 --Powers of Attorney (included on signature page).
- ---------------------
* Previously filed.
** Incorporated by reference to the respective exhibits of the
same numbers of the Company's Registration Statement on
Form S-3, Registration No. 333-19427.
*** To be filed by amendment.
ITEM 17. UNDERTAKINGS.
A. UNDERTAKING IN RESPECT OF INDEMNIFICATION. Insofar as indemnifications
for liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has 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 Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant 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, the Registrant 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.
B. UNDERTAKING PURSUANT TO RULE 415.
(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 this Registration
Statement (or the more recent post-effective amendment
thereof) which, individually or in the aggregate, represents a
fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar volume of securities offered would not exceed
that which is 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;
(iii) to include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such
information in this Registration Statement;
PROVIDED, HOWEVER, that paragraphs (i) and (ii) do not apply
if the Registration Statement is on Form S-3 or Form S-8, 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.
(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 post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
C. UNDERTAKING PURSUANT TO RULE 430A.
The undersigned Registrant hereby undertakes that:
(1) 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.
(2) 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.
<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 15th day of
December 1997.
CONTISECURITIES ASSET FUNDING CORP.
By: /S/ JAMES E. MOORE
Name: James E. Moore
Title: President
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to Form S-3 Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/S/ JAMES E. MOORE* President (Principal December 15, 1997
- ----------------------- Executive Officer)
James E. Moore and Director
/S/ SUSAN E. O'DONOVAN* Vice President December 15, 1997
- ----------------------- (Principal Financial
Susan E. O'Donovan and Accounting Officer)
/S/ JAMES J. BIGHAM* Director December 15, 1997
- -----------------------
James J. Bigham
By:______________________
James E. Moore
As Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
NO. NO.
**1.1 Form of Underwriting Agreement.............................
**3.1 Certificate of Incorporation of
ContiSecurities Asset Funding Corp.........................
**3.2 By-Laws of ContiSecurities Asset Funding Corp..............
**4.1 Form of Pooling and Servicing Agreement....................
*5.1 Opinion of Stroock & Stroock & Lavan LLP
with respect to the securities being
registered...............................................
*8.1 Opinion of Stroock & Stroock & Lavan LLP
with respect to tax matters (included
as part of Exhibit 5.1)..................................
*23.1 Consent of Stroock & Stroock & Lavan LLP
(included as part of Exhibit 5.1)........................
***23.2 Consent of Independent Auditor of Certificate Insurer
**24.1 Powers of Attorney (included on signature page)...........
- -------------
* Previously filed.
** Incorporated by reference to the respective exhibits
of the same numbers of the Company's Registration Statement on
Form S-3, Registration No. 333-19427.
*** To be filed by amendment.
