REGISTRATION NO. 33-80419
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
POST-EFFECTIVE
AMENDMENT NO. 2
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 & Wood Orrick, 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. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities Being to be Registered Price Offering Registration
Registered (2) Per Unit (1) Price (1) Fee (2)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Home Equity Loan $1,000,000 100% $1,000,000 $0
Pass-Through Certificates and
Home Equity Loan-Backed
Notes (Issuable in Series)
- -------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
(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.
================================================================================
<PAGE>
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").
<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 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
<PAGE>
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 elating to such Pooling and
-2-
<PAGE>
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
-3-
<PAGE>
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).*
-4-
<PAGE>
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.
25.2 Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939 of The Chase Manhattan Bank.
* 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
-5-
<PAGE>
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.
-6-
<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 Minneapolis, State of Minnesota, on October 17, 1996.
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 October 17, 1996
- -------------------------
Dennis W. Sheehan
* Director October 17, 1996
- -------------------------
Bruce J. Paradis
* Director, Treasurer and October 17, 1996
- ------------------------- Chief Financial Officer
Davee L. Olson (Principal Financial
Officer
* President and Chief Executive October 17, 1996
- ------------------------- Officer (Pricipal Executive
Christopher J. Nordeen Officer
* Controller (Principal October 17, 1996
- -------------------------
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.
<PAGE>
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
<PAGE>
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
LoanBacked 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.
<PAGE>
25.2 Form T-1 Statement of Eligibility and Qualification
under the Trust Indenture Act of 1939 of The Chase
Manhattan Bank.
* Incorporated by reference from the Registration Statement on Form S-3 (File
No. 33-80419).
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC.
(Exact name of obligor as specified in its charter)
DELAWARE 41-1808858
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
8400 NORMANDALE LAKE BOULEVARD
MINNEAPOLIS, MN 55437
(Address of principal executive offices) (Zip Code)
-------------------------------------------
Home Equity Loan - Backed Notes
(Title of the indenture securities)
-----------------------------------------------------
<PAGE>
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
<PAGE>
- 2 -
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank.)
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank.)
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
(On July 14, 1996, in connection with the merger of Chemical Bank and The Chase
Manhattan Bank (National Association), Chemical Bank, the surviving corporation,
was renamed The Chase Manhattan Bank.)
8. Not applicable.
9. Not applicable.
<PAGE>
- 3 -
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 16th day of October , 1996.
THE CHASE MANHATTAN BANK
By /s/ Regina Bishop
---------------------
Regina Bishop
Vice President
<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 1996, in accordance
with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ................................................ $ 4,167
Interest-bearing balances ........................................ 5,094
Securities: ..........................................................
Held to maturity securities............................................ 3,367
Available for sale securities.......................................... 27,786
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold ............................................... 7,204
Securities purchased under agreements to resell .................. 136
Loans and lease financing receivables:
Loans and leases, net of unearned income............. $67,215
Less: Allowance for loan and lease losses............ 1,768
Less: Allocated transfer risk reserve ............... 75
-------
Loans and leases, net of unearned income,
allowance, and reserve ........................................... 65,372
Trading Assets ........................................................ 28,610
Premises and fixed assets (including capitalized
leases) .......................................................... 1,326
Other real estate owned ............................................... 26
Investments in unconsolidated subsidiaries and
associated companies.............................................. 68
Customer's liability to this bank on acceptances
outstanding ...................................................... 995
Intangible assets ..................................................... 309
Other assets .......................................................... 6,993
--------
TOTAL ASSETS .......................................................... $151,453
========
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
LIABILITIES
<S> <C> <C>
Deposits
In domestic offices .............................................. $ 46,917
Noninterest-bearing ................................. $16,711
Interest-bearing .................................... 30,206
-------
In foreign offices, Edge and Agreement subsidiaries,
and IBF's ........................................................ 31,577
Noninterest-bearing ................................. $ 2,197
Interest-bearing .................................... 29,380
-------
Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased .......................................... 12,155
Securities sold under agreements to repurchase ................... 8,536
Demand notes issued to the U.S. Treasury .............................. 1,000
Trading liabilities ................................................... 20,914
Other Borrowed money:
With a remaining maturity of one year or less .................... 10,018
With a remaining maturity of more than one year .................. 192
Mortgage indebtedness and obligations under capitalized
leases ........................................................... 12
Bank's liability on acceptances executed and outstanding............... 1,001
Subordinated notes and debentures ..................................... 3,411
Other liabilities ..................................................... 8,091
TOTAL LIABILITIES ..................................................... 143,824
--------
</TABLE>
<TABLE>
<CAPTION>
EQUITY CAPITAL
<S> <C>
Common stock .......................................................... 620
Surplus .............................................................. 4,664
Undivided profits and capital reserves ................................ 2,970
Net unrealized holding gains (Losses)
on available-for-sale securities ...................................... (633)
Cumulative foreign currency translation adjustments ................... 8
TOTAL EQUITY CAPITAL .................................................. 7,629
---------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL ......................................... $151,453
=========
</TABLE>
I, Joseph L. Sclafani, S.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
THOMAS G. LABRECQUE )
