As filed with the Securities and Exchange Commission on May 12, 1997
Registration No. 333-___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
AMERICAN CORPORATE ACCRUALS, INC.
---------------------------------
(Originator of the Trusts described herein)
(Exact name of registrant as specified in its Charter)
NEW JERSEY 22-3327255
---------- ----------
(State or other (IRS employer
jurisdiction of identification
incorporation) Number)
c/o Rickel & Associates, Inc.
45 Essex Street
Millburn, New Jersey 07041
201-379-0300
------------------------------
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
---------------
John C. Sabo, President
American Corporate Accruals, Inc.
c/o Rickel & Associates, Inc.
45 Essex Street
Millburn, New Jersey 07041
201-379-0300
------------------------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
David F. Broderick, Esq.
McCarter & English
Four Gateway Center
100 Mulberry Street
Newark, New Jersey 07102
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement as determined by
market conditions.
If the only securities being registered on this Form are to be offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
<PAGE>
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, 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] 33-75972
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Title of securities Amount to Proposed maximum Proposed maximum Amount of
being registered be registered offering price per unit(1) aggregate offering price(1) registration fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
American Corporate Accrual Receipts $4,000,000 100% $4,000,000 $1,212.13
====================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
-------------------
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 this 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>
Pursuant to Rule 462(b) and General Instruction IV to Form S-3, the contents of
the Registrant's Registration Statement on Form S-3, Registration No. 33-79752,
are hereby incorporated herein by referenced.
PART II
-------
ITEM 16. EXHIBITS.
Exhibits
5.1 -- Opinion of McCarter & English with respect to legality.
24.1 -- Consent of McCarter & English (included as part of Exhibit 5.1).
<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 Millburn, State of New Jersey, on the 12th day of
May, 1997.
AMERICAN CORPORATE ACCRUALS, INC.
/S/ JOHN C. SABO
----------------
John C. Sabo
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on May 12, 1997 by the following
persons in the capacities indicated.
SIGNATURE TITLE
- --------- -----
/S/ JOHN C. SABO President and Sole Director
- ---------------- (Principal Executive Officer)
John C. Sabo
*/S/ KENNETH RICKEL Executive Vice President and Treasurer
- ------------------- (Principal Accounting and Financial Officer)
Kenneth Rickel
* Executed by John C. Sabo pursuant to a power of attorney previously granted.
May 12, 1997
Re: American Corporate Accruals -
Registration Statement on Form S-3
----------------------------------
American Corporate Accruals
c/o Rickel & Associates
45 Essex Street
Millburn, NJ 07041
Dear Sirs:
We have acted as special counsel for American Corporate Accruals, Inc., a
New Jersey corporation (the "Company") in connection with the preparation of the
Registration Statement of the Company on Form S-3 (the "Registration Statement")
filed with the Securities and Exchange Commission pursuant to the Securities Act
of 1933, as amended (the "Act") relating to the registration of trust receipts
fully described in the Registration Statement (collectively, the "Securities").
The Securities are issuable in series (each, a "Series") under a separate Trust
Agreement by and among the Company and a trustee named therein establishing an
individual trust for each Series (each, a "Trust"). The Securities are to be
sold as set forth in the Registration Statement, and any amendments thereto, and
any prospectus supplement relating to each Series.
In so acting, we have examined, and relied as to matters of fact upon, the
originals, or copies certified or otherwise identified to our satisfaction, of
the Certificate of Incorporation and Bylaws of the Company and such other
certificates (including certificates of officers of the Company), records,
instruments and documents, and have made such other and further investigations,
as we have deemed necessary or appropriate to enable us to express the opinion
set forth below. In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to all documents
submitted to us as certified or photostatic copies, and the authenticity of the
originals of such latter documents.
Based on the foregoing, we are of the opinion that when the issuance of
each Series of Securities has been duly authorized by appropriate corporate
action and the Securities of such Series have been duly executed, authenticated
and delivered in accordance with the related Trust Agreement and sold in the
manner described in the Registration Statement, any amendment thereto and the
prospectus supplement relating to each Series, the Securities of such Series
will be legally issued and fully paid and the holders of the Securities of such
Series will be entitled to the benefits of the related Trust Agreement, except
as enforcement thereof may be limited by applicable bankruptcy, insolvency,
reorganization, arrangement, fraudulent conveyance, moratorium or other laws
relating to or affecting the rights of creditors generally and general
principles of equity, and the possible unavailability of specific performance or
injunctive relief, regardless of whether such enforceability is considered in a
proceeding in equity or at law.
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. In giving the foregoing consent, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Act or the Rules and Regulations of the Securities and Exchange Commission
promulgated thereunder.
Very truly yours,
McCarter & English
M&E/RAS/jn
