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As filed with the Securities and Exchange Commission on September 17, 1999
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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ABN AMRO MORTGAGE CORPORATION
(Exact name of registrant as specified in governing instruments)
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<S> <C> <C>
Delaware 181 West Madison Street 363886007
(State or other jurisdiction of Chicago, Illinois 60602 (I.R.S. Employer Identification
incorporation or organization) (Address of principal executive offices) Number)
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Joseph Krul, President
ABN AMRO Mortgage Corporation
181 West Madison Street
Chicago, Illinois 60602
(248) 637-2530
(Name and address of agent for service)
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Copies to:
Diane Citron, Esq.
Mayer, Brown & Platt
1675 Broadway
New York, New York 10019-5820
(212) 506-2500
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective.
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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, 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 statement number of the earlier
registration statement for the same offering. [ X ] 333-57027
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. [ ]
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
being Registered Registered Unit* Price* Registration Fee
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Mortgage Pass-Through $4,000,000 100% $4,000,000 $1,112(2)
Certificates(1)
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* Estimated solely for the purpose of calculating the registration fee.
(1) Also registered hereby are secondary market sales in Mortgage
Pass-Through Certificates to be effected by ABN AMRO Incorporated, the
volume of which cannot be determined.
(2) $393,660,986 aggregate principal amount of securities registered by the
Registrant under Registration Statement No. 333-57027 referred to below
and not previously sold are proposed to be consolidated in this
Registration Statement concurrently with the effectiveness hereof
pursuant to Rule 462(b). All registration fees in connection with such
unsold amount of securities have been previously paid by the Registrant
under the foregoing Registration Statement. Accordingly, the total
amount proposed to be registered under the Registration Statement as so
consolidated as of the date of this filing is $397,660,986.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-3 (Commission File No. 333-57027), including the exhibits
thereto, filed by ABN AMRO Mortgage Corporation ("AAMC") with the Securities and
Exchange Commission (the "Commission") on June 17, 1998, as amended by the
Amendment No. 1 to Registration Statement on Form S-3 filed by AAMC with the
Commission on September 18, 1998 are incorporated herein by reference.
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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 Troy, State of Michigan on the 9th day of September,
1999.
ABN AMRO Mortgage Corporation
By s/s Stewart W. Fleming
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Name: Stewart W. Fleming
Title: Vice President and Director
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Stewart W. Fleming, his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution for him or her and in his or her
name, place and stead, in any and all capacities (including his or her capacity
as a director and/or officer of ABN AMRO Mortgage Corporation), to sign this
Registration Statement and any or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent of any of them, or their
or his or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
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<S> <C> <C>
s/s Joseph Krul Chairman of the Board and President 9-9-99
- --------------------------------- (principal executive officer)
Joseph Krul
s/s Michael Maher Chief Financial Officer
- --------------------------------- (principal financial and accounting officer) 9-9-99
Michael Maher
s/s Stanley H. Rhodes Senior Vice President and Director 9-9-99
- ---------------------------------
Stanley H. Rhodes
s/s Stewart W. Fleming Vice President and Director 9-9-99
- ---------------------------------
Stewart W. Fleming
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EXHIBIT INDEX
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Sequentially
Exhibit No. Description Numbered Page
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<S> <C> <C>
1.1* Form of Underwriting Agreement.
3.1* Certificate of Incorporation of Registrant
3.2** Bylaws of Registrant
4.1* Form of Pooling and Servicing Agreement, including forms of
Class A and Class B Certificates and Residual Certificates
attached as Exhibits A, B and C thereto.
4.2* Form of Mortgage Loan Purchase Agreement
5.1 Opinion of Mayer, Brown & Platt re legality.
8.1 Opinion of Mayer, Brown & Platt as to tax matters (included as
part of Exhibit 5.1).
23.1 Consent of Mayer, Brown & Platt (included as part of Exhibit 5.1).
24.1 Power of Attorney (included in the signature page hereto)
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* Incorporated by reference to Registration Statement 333-42127
** Incorporated by reference to Registration Statement 333-57027
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Exhibit 5.1
September 17, 1999
ABN AMRO Mortgage Corporation
181 West Madison Street, Suite 3250
Chicago, Illinois 60602-4510
Ladies and Gentlemen:
We have acted as your counsel in connection with the preparation of the
Registration Statement on Form S-3 (the "Registration Statement"), and the
Prospectus and form of Prospectus Supplement forming a part thereof
(collectively, the "Prospectus"), filed by you with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act") relating to the Certificates (as defined below). The Registration
Statement and the Prospectus relate to the offer and sale of up to $397,660,986
aggregate principal amount of the Mortgage Pass-Through Certificates (Issuable
in Series) (the "Certificates") to be created and issued pursuant to one or more
Pooling and Servicing Agreements to be entered into between you, one or more
trustees and possibly another entity as the master servicer (collectively, the
"Agreement") as described in the Registration Statement. A form of Pooling and
Servicing Agreement is included as an Exhibit to the Registration Statement. We
have examined the Registration Statement, the Prospectus and such other
documents as we have deemed necessary or advisable for purposes of rendering
this opinion. Additionally, our advice has formed the basis for the description
of the selected Federal income tax consequences of the purchase, ownership and
disposition of the Certificates to an original purchaser that appears under the
heading "Certain Federal Income Tax Consequences" in the Prospectus (the "Tax
Description"). Except as otherwise indicated herein, all terms defined in the
Prospectus are used herein as so defined.
We have assumed for the purposes of the opinions set forth below that
the Certificates will be issued in Series created as described in the
Registration Statement and that the Certificates will be sold by you for
reasonably equivalent consideration. We have also assumed that, except with
respect to ABN AMRO Mortgage Corporation, the Agreement and the Certificates
will be duly authorized by all necessary corporate action and that the
Certificates will be duly issued, executed, authenticated and delivered in
accordance with the provisions of the Agreement. In addition, we have assumed
that the parties to each Agreement will satisfy their respective obligations
thereunder. We express no opinion with respect to any Series of Certificates for
which we do not act as counsel to you.
The opinion set forth in paragraph 2 of 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
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judicial decisions. This opinion is subject to the explanations and
qualifications set forth under the caption "Certain Federal Income Tax
Consequences" in the Prospectus. No tax rulings will be sought from the IRS with
respect to any of the matters discussed herein.
On the basis of the foregoing examination and assumptions, and upon
consideration of applicable law, it is our opinion that:
1. When a Pooling and Servicing Agreement for a Series of Certificates
has been duly and validly authorized, executed and delivered by the Depositor,
the Servicer and the Trustee, and the Certificates of such Series have been duly
executed, authenticated, delivered and sold as contemplated in the Registration
Statement, such Certificates will be legally and validly issued, fully paid and
nonassessable, and the holders of such Certificates will be entitled to the
benefits of such Pooling and Servicing Agreement.
2. While the Tax Description does not purport to discuss all possible
Federal income tax ramifications of the purchase, ownership, and disposition of
the Certificates, particularly to purchasers subject to special rules under the
Internal Revenue Code of 1986, we hereby adopt and confirm the opinions set
forth in the Prospectus under the headings "Summary of Terms -- Federal Income
Tax Considerations," "Summary of Terms -- ERISA," "Certain Federal Income Tax
Consequences" and "ERISA Considerations". 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. We note, however,
that the form of Prospectus Supplement filed herewith does not relate to a
specific transaction. Accordingly, the above-referenced description of the
selected Federal income tax consequences may, under certain circumstances,
require modification when an actual transaction is undertaken.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the Prospectus under
the caption "Certain Federal Income Tax Consequences" and "Legal Matters". In
giving such consent, we do not admit that we are "experts" within the meaning of
the term used in the Act or the rules and regulations of the Securities and
Exchange Commission issued thereunder, with respect to any part of the
Registration Statement, including this opinion as an exhibit or otherwise.
Very truly yours,
s/s Mayer, Brown & Platt
MAYER, BROWN & PLATT
MBP:DAC:LBT
