Registration No. 333-3197
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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SOUTHERN PACIFIC SECURED ASSETS CORP.
(Exact name of Registrant as specified in its Charter)
California
(State of Incorporation)
33-0659688
(I.R.S. Employer Identification Number)
One Centerpointe Drive, Suite 500
Lake Oswego, Oregon 97035
503-684-4700
(Address and telephone number of Registrant's principal executive offices)
Barney Guy
Southern Pacific Secured Assets Corp.
One Centerpointe Drive, Suite 500
Lake Oswego, Oregon 97035
503-684-4700
(Name, address and telephone number of agent for service)
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Copies to:
Paul D. Tvetenstrand, Esq.
Thacher Proffitt & Wood
Two World Trade Center
New York, New York 10048
Approximate date of commencement of proposed sale to the public: From
time to time on or after the effective date of this Registration Statement, as
determined by market conditions.
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
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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<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE REGISTERED PRICE OFFERING REGISTRATION
TITLE OF SECURITIES BEING REGISTERED (1) PER UNIT (2) PRICE (2) FEE (1)
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<S> <C> <C> <C> <C>
Pass-Through Certificates, issued in $500,000,000 100% $500,000,000 $0
series
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</TABLE>
<PAGE>
(1) $196,463,000.00 aggregate principal amount of Mortgage Pass-Through
Certificates registered by the Registrant under Registration Statement No.
33-96270 referred to below and not previously sold are consolidated in this
Registration Statement pursuant to Rule 429. All registration fees in connection
with such unsold amount of Mortgage Pass-Through Certificates have been
previously paid by the Registrant under the foregoing Registration Statements.
Accordingly, the total amount registered under the Registration Statement as so
consolidated as of the date of this filing is $696,463,000.00
(2) No additional registration fees in connection with $500,000.000 aggregate
principal amount of Mortgage-Pass Through Certificates shall be paid by the
Registrant as such fees were paid in connection with the original filing on May
6, 1996.
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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 the registration statement shall become
effective on such date as the Commission acting pursuant to said Section 8(a),
may determine.
Pursuant to Rule 429 of the Securities Act of 1933, the prospectus which is part
of this Registration Statement is a combined prospectus and includes all the
information currently required in a prospectus relating to the securities
Covered by Registration Statement No. 33-96270 previously filed by the
Registrant. This Registration Statement which related to $696,463,000 aggregate
principal amount of Mortgage Pass-Through Certificates, constitutes
Post-Effective Amendment No. 2 to Registration Statement 33-96270.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION (ITEM 14 OF FORM S-3).
The expenses expected to be incurred in connection with the issuance and
distribution of the Certificates being registered, other than underwriting
compensation, are as set forth below.
All such expenses, except for the filing fee, are estimated.
Filing Fee for Registration Statement........................$ 172,414
Legal Fees and Expenses...................................... 445,000
Accounting Fees and Expenses................................. 156,250
Trustee's Fees and Expenses
(including counsel fees).............................. 75,000
Printing and Engraving Fees.................................. 93,750
Rating Agency Fees........................................... 187,500
Miscellaneous................................................ 12,500
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Total ......................................................$1,142,415
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INDEMNIFICATION OF DIRECTORS AND OFFICERS (ITEM 15 OF FORM S-3).
The Pooling and Servicing Agreements will provide that no director,
officer, employee or agent of the Registrant is liable to the Trust Fund or the
Certificateholders, except for such person's own willful misfeasance, bad faith
or gross negligence in the performance of duties or reckless disregard of
obligations and duties. The Pooling and Servicing Agreements will further
provide that, with the exceptions stated above, a director, officer, employee or
agent of the Registrant is entitled to be indemnified against any loss,
liability or expense incurred in connection with legal action relating to such
Pooling and Servicing Agreements and related Certificates other than such
expenses related to particular Mortgage Loans.
Any underwriters who execute an Underwriting Agreement in the form
filed as Exhibit 1.1 to this Registration Statement will agree to indemnify the
Registrant's directors and its officers who signed this Registration Statement
against certain liabilities which might arise under the Securities Act of 1933
from certain information furnished to the Registrant by or on behalf of such
indemnifying party.
Section 317 of the California Corporations Code allows for the
indemnification of officers, directors and other corporate agents in terms
sufficiently broad to indemnify such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended (the "Act"). Article VI of the Registrant's
Amended and Restated Articles of Incorporation (Exhibit 3.1 hereto) and Article
XI of the Registrants Restated Bylaws (Exhibit 3.2 hereto) provide for
indemnification of the Registrant's directors, officers, employees and other
agents to the extent and under the
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circumstances permitted by the California Corporations Code. The Registrant has
also entered into agreements with its directs and executive officers that would
require the Registrant, among other things, to indemnify them against certain
liabilities that may arise by reason of their status or service as directors to
the fullest extent not prohibited by law.
EXHIBITS (ITEM 16 OF FORM S-3).
Exhibits--
* 1.1 -- Form of Underwriting Agreement.
* 3.1 -- Amended and Restated Articles of
Incorporation.
* 3.2 -- Restated By-Laws.
* 4.1 -- Form of Pooling and Servicing Agreement
for an offering of Mortgage
Pass-Through Certificates consisting of
senior and subordinate certificate
classes.
* 4.2 -- Form of Pooling and Servicing Agreement
for alternate forms of credit support
(single class).
* 5.1 -- Opinion of Thacher Proffitt & Wood with
respect to legality.
* 8.1 -- Opinion of Thacher Proffitt & Wood with
respect to certain tax matters
(included with Exhibit 5.1).
* 23.1 -- Consent of Thacher Proffitt & Wood
(included as part of Exhibit 5.1 and
Exhibit 8.1).
23.2 Consent of Coopers & Lybrand L.L.P.
* 24.1 -- Power of Attorney.
* 24.2 -- Power of Attorney.
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* Not filed herewith.
UNDERTAKINGS (ITEM 17 OF FORM S-3).
A. UNDERTAKINGS PURSUANT TO RULE 415.
The Registrant hereby undertakes:
(a)(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, and (iii) to include
any material information with respect to the plan of distribution not previously
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disclosed in this Registration Statement or any material change to such
information in this Registration Statement; PROVIDED, HOWEVER, that subparts (i)
and (ii) do not apply if the information required to be included in the
post-effective amendment by those subparts is contained in periodic reports
filed by the Registrant pursuant to Section 13 or 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 a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's 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.
(f) To provide to the underwriter at the closing specified in the
underwriting agreements, certificates in such denominations and registered in
such names as required by the underwriter to permit prompt delivery to each
purchaser.
B. UNDERTAKING IN RESPECT OF INDEMNIFICATION.
Insofar as indemnification 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Southern
Pacific Secured Assets Corp. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3, reasonably
believes that the security rating requirement contained in Transaction
Requirement B.5 of Form S-3 will be met by the time of the sale of the
securities registered hereunder, and has duly caused this Post-Effective
Amendment No. 2 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Lake Oswego, State of
Oregon, on the 23rd day of May, 1996.
SOUTHERN PACIFIC SECURED
ASSETS CORP.
By: /s/ H. Wayne Snavely
H. Wayne Snavely
Chief Executive Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 to the Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
* Director, Chairman May 23, 1996
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H. Wayne Snavely of the Board and Chief
Executive Officer (Principal
Executive Officer)
* Director May 23, 1996
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Stephen J. Shugerman
* Director and Chief Operating May 23, 1996
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Bernard Guy Officer
** Director and May 23, 1996
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Gary Palmer Chief Financial Officer
(Principal Financial
and Principal Accounting
Officer)
</TABLE>
By: /s/ H. Wayne Snavely
H. Wayne Snavely
*Attorney-in-fact pursuant to a power of attorney filed with Registration
Statement No. 33-91756.
**Attorney-in-fact pursuant to Exhibit 24.2 filed with Post-Effective
Amendment No. 1 to Registration Statement No. 333-3197.
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in the Prospectus Supplement to the
Prospectus dated May 14, 1996 to Registration Statement No. 333-3197 of our
report dated January 22, 1996 on our audits of the consolidated financial
statements of MBIA Insurance Corporation and Subsidiaries. We also
consent to the reference to our firm under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
May 23, 1996
New York, New York
