REGISTRATION NO. 33-80419
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RESIDENTIAL FUNDING MORTGAGE
SECURITIES II, INC.
(Exact name of registrant as specified in governing
instruments)
Delaware
(State of Incorporation)
(41-1808858)
(I.R.S. Employer Identification Number)
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
(612) 832-7000
(Address and telephone number of Registrant's principal
executive offices)
Christopher J. Nordeen, President
Residential Funding Mortgage
Securities II, Inc.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
(612) 832-7000
(Name, address and telephone number of agent for service)
Copies to:
Robert L. Schwartz, Esq.
GMAC Mortgage Corporation
3031 West Grand Boulevard
Detroit, Michigan 48232
Stephen S. Kudenholdt, Esq.
Paul D. Tvetenstrand, Esq.
Katharine I. Crost, Esq.
Thacher Proffitt & WoodOrrick, Herrington & Sutcliffe
Two World Trade Center 599 Lexington Avenue
New York, New York 10048 New York, New York 10022
Approximate date of commencement of proposed sale to
the public: From time to time on or 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 than securities offered only in connection with
dividend or interest 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.
[ ]
CALCULATION OF REGISTRATION FEE
Proposed
Maximum
Offering
Title of Securities Amount to be Price Per
Being Registered Registered (2) Unit (1)
Home Equity Loan
Pass-Through
Certificates and
Home Equity Loan-Backed
Notes
(Issuable in Series) $1,000,000 100%
CALCULATION OF REGISTRATION FEE
Proposed
Maximum
Aggregate Amount of
Title of Securities Offering Registration
Being Registered Price (1) Fee (2)
Home Equity Loan
Pass-Through
Certificates and
Home Equity Loan-
Backed Notes
(Issuable in Series) $1,000,000 $0
(1) No additional registration fees in connection with
$1,000,000 aggregate principal amount of Home
Equity Loan Pass-Through Certificates shall be
paid by the Registrant as such fees were paid in
connection with the original filing on December
13, 1995.
(2) 2,000,000,000.00 aggregate principal amount of
Home Equity Loan Pass-Through Certificates registered by
the Registrant under Registration Statement No. 33-92096
on Form S-3 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 Home Equity Loan Pass-Through
Certificates have been previously paid by the Registrant
under the foregoing Registration Statement. Accordingly,
the total amount registered under the Registration
Statement as so consolidated as of the date of this
filing is $2,001,000,000.00.
_____________________________
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.
EXPLANATORY NOTE
This Registration Statement includes (i) a basic
prospectus relating to Home Equity Loan Pass-Through
Certificates, (ii) an illustrative form of prospectus
supplement for use in an offering of Home Equity Loan
Pass-Through Certificates with underlying collateral
consisting of open-end home equity lines of credit
("Version I-A"), (iii) an illustrative form of prospectus
supplement for use in an offering of Home Equity Loan
Pass-Through Certificates with underlying collateral
consisting of closed-end home equity loans ("Version I-
B"), (iv) a basic prospectus relating to Home Equity
Loan-Backed Notes and (v) an illustrative form of
prospectus supplement for use in an offering of Home
Equity Loan-Backed Notes with underlying collateral
consisting of open-end home equity lines of credit
("Version I-C").
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 Securities
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 $ 344.83 (1)
Legal Fees and Expenses 1,500,000.00
Accounting Fees and Expenses 625,000.00
Trustee's Fees and Expenses
(including counsel fees) 300,000.00
Blue Sky Fees and Expenses 45,000.00
Printing and Engraving Expenses 500,000.00
Rating Agency Fees 1,000,000.00
Miscellaneous 50,000.00
Total $4,020,344.83
(1)$689,660 was the amount of the filing fee paid by
the Registrant under Registration Statement No. 33-92096.
Accordingly, the total amount of filing fees and the
total amount of expenses expected to be incurred in
connection with the issuance and distribution of
Securities being registered is $690,004.83 and
$4,710,004.83, respectively.
Indemnification of Directors and Officers (Item 15 of
Form S-3).
Any underwriters who execute an Underwriting
Agreement in the form filed as Exhibit 1.1 or Exhibit 1.2
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.
Subsection (a) of Section 145 of the General
Corporation Law of Delaware empowers a corporation to
indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an
action by or in the right of the corporation) by reason
of the fact that he is or was a director, employee or
agent of the corporation or is or was serving at the
request of the corporation as a director, officer,
employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any
criminal action or proceeding, had no cause to believe
his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation
to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason
of the fact that such person acted in any of the
capacities set forth above, against expenses (including
attorneys' fees) actually and reasonably incurred by him
in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no
indemnification may be made in respect to any claim,
issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only
to the extent that the Court of Chancery or the court in
which such action or suit was brought shall determine
that despite the adjudication of liability such person is
fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.
Section 145 further provides that to the extent a
director, officer, employee or agent of a corporation has
been successful in the defense of any action, suit or
proceeding referred to in subsections (a) and (b) or in
the defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him
in connection therewith; that indemnification or
advancement of expenses provided for by Section 145 shall
not be deemed exclusive of any other rights to which the
indemnified party may be entitled; and empowers the
corporation to purchase and maintain insurance on behalf
of a director, officer, employee or agent of the
corporation against any liability asserted against him or
incurred by him in any such capacity or arising out of
his status as such whether or not the corporation would
have the power to indemnify him against such liabilities
under Section 145.
The By-Laws of the Registrant provide, in effect,
that to the extent and under the circumstances permitted
by subsections (a) and (b) of Section 145 of the General
Corporation Law of the State of Delaware, the Registrant
(i) shall indemnify and hold harmless each person who was
or is a party or is threatened to be made a party to any
action, suit or proceeding described in subsections (a)
and (b) by reason of the fact that he is or was a
director or officer, or his testator or intestate is or
was a director or officer of the Registrant, against
expenses, judgments, fines and amounts paid in
settlement, and (ii) shall indemnify and hold harmless
each person who was or is a party or is threatened to be
made a party to any such action, suit or proceeding if
such person is or was serving at the request of the
Registrant as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or
other enterprise.
In addition, the Pooling and Servicing Agreements,
if applicable, will provide that no director, officer,
employee or agent of the Registrant is liable to the
Trust Fund or the Securityholders, except for such
person's own willful misfeasance, bad faith, gross
negligence in the performance of duties or reckless
disregard of obligations and duties. The Pooling and
Servicing Agreements, if applicable, 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 Securities
other than such expenses related to particular Mortgage
Loans.
Certain controlling persons of the Registrant may
also be entitled to indemnification from General Motors
Acceptance Corporation, an indirect parent of the
Registrant. Under sections 7015 and 7018-7023 of the New
York Banking Law, General Motors Acceptance Corporation
may or shall, subject to various exceptions and
limitation, indemnify its directors or officers and may
purchase and maintain insurance as follows:
(a) If the director is made or threatened to
be made a party to an action by or in the right of
General Motors Acceptance Corporation to procure a
judgment in its favor, by reason of the fact that
such person is or was a director or officer of
General Motors Acceptance Corporation or is or was
servicing at the request of General Motors
Acceptance Corporation as a director or officer of
some other enterprise, General Motors Acceptance
Corporation may indemnify such person against
amounts paid in settlement of such action or an
appeal therein, if such director or officer acted,
in good faith, for a purpose which such person
reasonably believed to be in (or, in the case of
service for any other enterprise, not opposed to)
the best interests of general Motors Acceptance
Corporation, except that no indemnification is
available under such statutory provisions in
respect of a threatened action or a pending action
which is settled or otherwise disposed of, or any
claim or issue or matter as to which such person is
found liable to General Motors Acceptance
Corporation, unless in each such case a court
determined that such person is fairly and
reasonably entitled to indemnity for such amount as
the court deems proper.
(b) With respect to any action or proceeding
other than one by or in the right of General Motors
Acceptance Corporation to procure a judgment in its
favor, if a director or officer is made or
threatened to be made a party by reason of the fact
that such person was a director or officer of
General Motors Acceptance Corporation, or served
some other enterprise at the request of General
Motors Acceptance Corporation, General Motors
Acceptance Corporation may indemnify such person
against judgments, fines, amounts paid in
settlement and reasonable expenses, including
attorneys' fees, incurred as a result of such
action or proceeding or an appeal therein, if such
person acted in good faith for a purpose which such
person reasonably believed to be in (or, in the
case of service for any other enterprise, not
opposed to) the best interests of General Motors
Acceptance Corporation and, in criminal actions or
proceedings, in addition, had no reasonable cause
to believe that such person's conduct was unlawful.
(c) A director or officer who has been wholly
successful, on the merits or otherwise, in the
defense of a civil or criminal action or proceeding
of the character described in paragraphs (a) or (b)
above, shall be entitled to indemnification as
authorized in such paragraphs.
(d) General Motors Acceptance Corporation may
purchase and maintain insurance to indemnify
directors and officers in instances in which they
may not otherwise be indemnified by General Motors
Acceptance Corporation under the provisions of the
New York Banking Law, provided hat the contract of
insurance provides for a retention amount and for
co-insurance, except that no such insurance may
provide for any payment, other than cost of
defense, to or on behalf of any director or officer
if a judgment or other final adjudication adverse
to such director or officer establishes that such
person's acts of active and deliberate dishonesty
were material to the cause of action so adjudicated
or that such person personally gained in fact a
financial profit or other advantage to which such
person was not legally entitled.
The foregoing statement is subject to the detailed
provisions of sections 7015 and 7018-7023 of the New York
Banking Law.
As a subsidiary of General Motors Corporation,
General Motors Acceptance Corporation is insured against
liabilities which it may incur by reason of the foregoing
provisions of the New York Banking Law and directors and
officers of General Motors Acceptance Corporation are
insured against some liabilities which might arise out of
their employment and not be subject to indemnification
under said Banking Law.
Pursuant to resolutions adopted by the Board of
Directors of General Motors Corporation, that company to
the fullest extent permissible under law will indemnify,
and has purchased insurance on behalf of, directors or
officers of the company, or any of them, who incur or are
threatened with personal liability, including expenses,
under Employee Retirement Income Security Act of 1974 or
any amendatory or comparable legislation or regulation
thereunder.
Exhibits (Item 16 of Form S-3).
1.1 Form of Underwriting Agreement for the Home Equity
Loan Pass-Through Certificates.*
1.2 Form of Underwriting Agreement for the Home Equity
Loan-Backed Notes.
3.1 Certificate of Incorporation.*
3.2 By-Laws.*
4.1 Form of Pooling and Servicing Agreement for Closed-
End Loans.*
4.2 Form of Pooling and Servicing Agreement for Revolving
Credit Loans.*
4.3 Form of Servicing Agreement.*
4.4 Form of Trust Agreement.
*
4.5 Form of Indenture.*
5.1 Opinion of Thacher Proffitt & Wood with respect to
legality relating to the Home Equity Loan Pass-
Through Certificates.*
5.2 Opinion of Thacher Proffitt & Wood with respect to
legality relating to the Home Equity Loan-Backed
Notes.*
5.3 Opinion of Orrick, Herrington & Sutcliffe with
respect to legality relating to the Home Equity Loan
Pass-Through Certificates and the Home Equity Loan
-Backed Notes.*
8.1 Opinion of Thacher Proffitt & Wood with respect to
certain tax matters relating to the Home Equity Loan
Pass-Through Certificates (included as part of
Exhibit 5.1).*
8.2 Opinion of Thacher Proffitt & Wood with respect to
certain tax matters relating to the Home Equity Loan-
Backed Notes (included as part of Exhibit 5.2).*
8.3 Opinion of Orrick, Herrington & Sutcliffe with
respect to certain tax matters relating to the Home
Equity Loan Pass-Through Certificates and the Home
Equity Loan-Backed Notes.*
10.1 Form of Mortgage Loan Purchase Agreement.*
23.1 Consent of Thacher Proffitt & Wood relating to the
Home Equity Loan Pass-Through Certificates (included
as part of Exhibit 5.1).
23.2 Consent of Thacher Proffitt & Wood relating to the
Home Equity Loan-Backed Notes (included as part of
Exhibit 5.2).*
23.3 Consent of Orrick, Herrington & Sutcliffe relating
to the Home Equity Loan Pass-Through Certificates
and the Home Equity Loan-Backed Notes (included as
part of Exhibit 5.3 and Exhibit 8.3).*
24.1 Power of Attorney.*
25.1 Form T-1 Statement of Eligibility and Qualification
under the Trust Indenture Act of 1939 of The Chase
Manhattan Bank (National Association).
* Incorporated by reference from the Registration
Statement on Form S-3 (File No. 33-80419).
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 this Registration Statement; and
(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 (a)(1)(i) and
(a)(1)(ii) do not apply if 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 this
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) The Registrant hereby undertakes that, for 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 Section 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 this
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.
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 Securities
Act of 1933 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.
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
Minneapolis, State of Minnesota, on December 13, 1995.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES II, INC.
By: /s/ Christopher J. Nordeen
Christopher J. Nordeen
President
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:
SIGNATURE TITLE DATE
* Director December 13, 1995
Dennis W. Sheehan
* Director December 13, 1995
Bruce J. Paradis
* Director, December 13, 1995
Treasurer and
Davee L. Olson Chief
Financial Officer
(Principal Financial Officer)
* President and December 13, 1995
Chief Executive
Christopher J. Nordeen Officer (Principal
Executive Officer)
* Controller December 13, 1995
(Principal
Scott T. Young Accounting Officer)
*By:/s/ Christopher J. Nordeen
Christopher J. Nordeen
Attorney-in-fact pursuant to a power of attorney
filed with the Registration Statement.
CERTIFICATION PURSUANT TO INSTRUCTION 3
Pursuant to the requirements of the Securities Act of
1933, Residential Funding Mortgage Securities II, Inc.
certifies that it 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.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES II, INC.
By:/s/ Christopher J. Nordeen
Christopher J. Nordeen
President
EXHIBIT INDEX
Location of Exhibit
in Sequential
Number Description Numbering System
1.1 Form of Underwriting Agreement
for the Home Equity Loan Pass-Through
Certificates.*
1.2 Form of Underwriting Agreement for the Home
Equity Loan-Backed Notes.
3.1 Certificate of Incorporation.*
3.2 By-Laws.*
4.1 Form of Pooling and Servicing Agreement for
Closed-End Loans.*
4.2 Form of Pooling and Servicing Agreement for
Revolving Credit Loans.*
4.3 Form of Servicing Agreement.*
4.4 Form of Trust Agreement.*
4.5 Form of Indenture.*
5.1 Opinion of Thacher Proffitt & Wood with respect
to legality relating to the Home Equity Loan
Pass-Through Certificates.*
5.2 Opinion of Thacher Proffitt & Wood with respect
to legality relating to the Home Equity Loan-
Backed Notes.*
5.3 Opinion of Orrick, Herrington & Sutcliffe with
respect to legality relating to the Home Equity
Loan Pass-Through Certificates and the Home
Equity Loan-Backed Notes.*
8.1 Opinion of Thacher Proffitt & Wood with respect
to certain tax matters relating to the Home
Equity Loan Pass-Through Certificates (included
as part of Exhibit 5.1).*
8.2 Opinion of Thacher Proffitt & Wood with respect
to certain tax matters relating to the Home
Equity Loan-Backed Notes (included as part of
Exhibit 5.2).*
8.3 Opinion of Orrick, Herrington & Sutcliffe with
respect to certain tax matters relating to the
Home Equity Loan Pass-Through Certificates and
the Home Equity Loan-Backed Notes.*
10.1 Form of Mortgage Loan Purchase Agreement.*
23.1 Consent of Thacher Proffitt & Wood relating to
the Home Equity Loan Pass-Through Certificates
(included as part of Exhibit 5.1).*
23.2 Consent of Thacher Proffitt & Wood relating to
the Home Equity Loan-Backed Notes (included as
part of Exhibit 5.2).*
23.3 Consent of Orrick, Herrington & Sutcliffe
relating to the Home Equity Loan Pass-Through
Certificates and the Home Equity Loan-Backed
Notes (included as part of Exhibit 5.3 and
Exhibit 8.3).*
24.1 Power of Attorney.*
25.1 Form T-1 Statement of Eligibility and
Qualification under the Trust Indenture Act of
1939 of The Chase Manhattan Bank (National
Association).
* Incorporated by reference from the Registration
Statement on Form S-3 (File No. 33-80419).
