December 18, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Residential Asset Securities Corporation
Registration Statement on Form S-3 Relating
to Mortgage Asset-Backed and Manufactured
Housing Contract Pass-Through Certificates
Ladies and Gentlemen:
On behalf of Residential Asset Securities Corporation (the "Depositor"),
we have caused to be filed with you electronically under EDGAR, the captioned
Registration Statement on Form S-3 (the "Registration Statement"). The Depositor
is filing this Registration Statement to increase the amount of registered
securities it is authorized to offer and to include mortgage loans secured by
mixed-use properties, which loans will be limited to not more than 10% by
aggregate principal balance of any series.
In addition, two courtesy copies of the Registration Statement in
printed format are being forwarded to Mr. Mark Green. The versions of prospectus
supplement and base prospectus contained in the courtesy copies have been marked
to indicate changes from the Depositor's prior Registration Statement on Form
S-3 (Registration No. 84939).
We have been advised that payment of the filing fee in the amount of
$264.00 has been made to you by the Depositor on December 12, 2000.
If you have any questions concerning the Registration Statement, please
do not hesitate to call the undersigned at (212) 506-5070 or Vera Sywenkyj at
(212) 506-3519.
Very truly yours,
/s/ Katharine I. Crost
Katharine I. Crost
cc: Mark Green, Esq.
Division of Corporation Finance
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As filed with the Securities and Exchange Commission on December 18, 2000
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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RESIDENTIAL ASSET SECURITIES CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
51-0362653
(I.R.S. employer identification number)
Residential Asset Securities Corporation
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
(952) 832-7000
(Address, including zip code, and telephone number, including area code, of
registrant's principle executive offices)
William B. Acheson
Residential Asset Securities Corporation
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
(952) 832-7000
(Name, address, including zip code, and telephone number, including area code,
of agent for service) Copies to:
Robert L. Schwartz, Esq.
GMAC Mortgage Group, Inc.
3031 West Grand Boulevard
Detroit, Michigan 48232
<TABLE>
<S> <C> <C>
Steven S. Kudenholdt, Esq.
Katharine I. Crost, Esq. Robert C. Wipperman Paul D. Tvetenstrand, Esq.
Orrick, Herrington & Sutcliffe LLP Stroock & Stroock & Lavan Thacher Proffitt & Wood
666 Fifth Avenue LLP Two World Trade Center
New York, New York 10103 180 Maiden Lane New York, New York 10048
New York, New York 10038
</TABLE>
Approximate date of commencement of proposed sale to the public: From
time to time after this Registration Statement becomes effective 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. |_|
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 Registration 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 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
=============================== ==================== ====================== ====================== =================
Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Amount to be Aggregate Price Per Aggregate Offering Registration Fee
Registered(1) Registered Unit Price(2)
------------------------------- -------------------- ---------------------- ---------------------- -----------------
------------------------------- -------------------- ---------------------- ---------------------- -----------------
Mortgage Asset-Backed and
<S> <C> <C> <C> <C>
Manufactured Housing Contract $1,000,000 100% $1,000,000 $264.00
Pass-Through Certificates
(Issuable in Series)
=============================== ==================== ====================== ====================== =================
</TABLE>
(1) This Registration Statement also relates to certain market making
transactions that may be made by Residential Funding Securities Corporation,
an affiliate of the Registrant.
(2) Estimated solely for the purpose of calculating the registration fee.
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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 this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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Explanatory Note
This Registration Statement includes (i) the basic prospectus relating
to Mortgage Asset-Backed and Manufactured Housing Contract Pass-Through
Certificates and (ii) an illustrative form of prospectus supplement for use in
an offering of Mortgage Asset-Backed and Manufactured Housing Contract
Pass-Through Certificates representing beneficial ownership interests in a trust
fund consisting primarily of mortgage loans.
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