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").
Securities Act of 1933 File No. _________
(If application to determine eligibility of trustee
for delayed offering pursuant to Section 305 (b)
(2))
_______________________________________________________
_______________________________________________________
_______________________________________________________
_______________________________________________________
______________________________
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
(National Association)
(Exact name of trustee as specified in its charter)
13-2633612
(I.R.S. Employer Identification Number)
1 Chase Manhattan Plaza, New York, New York
(Address of principal executive offices)
10081
(Zip Code)
________________
RESIDENTIAL FUNDING MORTGAGE
SECURITIES II, INC.
(Exact name of obligor as specified in governing
instruments)
Delaware
(State or other jurisdiction of incorporation or
organization)
41-1808858
(I.R.S. Employer Identification No.)
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
(Address of principal executive offices)
55437
(Zip Code)
__________________________________
Home Equity Loan-Backed Notes
(Title of the indenture securities)
_______________________________________________________
______________________________
_______________________________________________________
______________________________
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.
Comptroller of the Currency, Washington, D.C.
Board of Governors of The Federal Reserve System,
Washington, D. C.
(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.
The Trustee is not the obligor, nor is the Trustee
directly or indirectly controlling,
controlled by, or under common control with the
obligor.
(See Note on 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. (See Exhibit
T-1
(Item 12) , Registration No. 33-55626.)
*2. -- Copies of the respective authorizations of The
Chase Manhattan Bank (National Association)
and The Chase Bank of New York (National Association)
to commence business and a copy of
approval of merger of said corporations, all of which
documents are still in effect.
(See Exhibit T-1 (Item 12), Registration No. 2-67437.)
*3. -- Copies of authorizations of The Chase
Manhattan Bank (National Association) to exercise
corporate trust powers, both of which documents are
still in effect. (See Exhibit T-1
(Item 12), Registration No. 2-67437).
*4. -- A copy of the existing by-laws of the trustee.
(See Exhibit T-1 (Item 16) (25.1), Registration
No. 33-60809.)
*5. -- A copy of each indenture referred to in Item 4,
if the obligor is in default. (Not applicable).
*6. -- The consents of United States institutional
trustees required by Section 321(b) of the Act.
(See Exhibit T-1, (Item 12), Registration No.
22-19019.)
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.
___________________
*The Exhibits thus designated are incorporated herein
by reference. Following the description of such
Exhibits is a reference to the copy of the Exhibit
heretofore filed with the Securities and Exchange
Commission, to which there have been no amendments or
changes.
___________________
1.
NOTE
Inasmuch as this Form T-1 is filed prior to the
ascertainment by the trustee of all facts on which to
base a responsive answer to Item 2 the answer to said
Item is based on incomplete information.
Item 2 may, however, be considered as correct
unless amended by an amendment to this Form T-1.
SIGNATURE
Pursuant to the requirements of the Trust
Indenture Act of 1939, the trustee, The Chase Manhattan
Bank (National Association), a corporation organized and
existing under the laws of the United States of America,
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 the State of
New York, on the 23rd day of May, 1996
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
By:___/s/ Regina Bishop
Regina Bishop
Second Vice President
_______________
2.
Exhibit 7
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of
the
The Chase Manhattan Bank, N.A.
of New York in the State of New York, at the close of
business on December 31, 1995, published in response
to call made by Comptroller of the Currency, under
title 12, United States Code, Section 161.
Charter Number 2370 Comptroller of the Currency Northeastern
District
Statement of Resources and Liabilities
Thousands
ASSETS of Dollars
Cash and balances due from depository institutions:
Noninterest-bearing balances
and currency and coin $ 5,574,000
Interest-bearing balances 5,950,000
Held to maturity securities 0
Available-for-sale securities 6,731,000
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 IBFs:
Federal funds sold 2,488,000
Securities purchased under
agreements to resell 35,000
Loans and lease financing receivable:
Loans and leases,
net of unearned income $ 57,786,000
LESS: Allowance for
loan and lease losses 1,114,000
LESS: Allocated
transfer risk reserve 0
Loans and leases, net of unearned income,
allowance, and reserve 56,672,000
Assets held in trading accounts 12,994,000
Premises and fixed assets
(including capitalized leases) 1,723,000
Other real estate owned 364,000
Investments in unconsolidated
subsidiaries and associated companies 28,000
Customers' liability to this bank
on acceptances outstanding 944,000
Intangible assets 1,343,000
Other assets 5,506,000
TOTAL ASSETS $100,352,000
LIABILITIES
Deposits:
In domestic offices $ 32,483,000
Noninterest-bearing $ 13,704,000
Interest-bearing 18,779,000
In foreign offices, Edge
and Agreement subsidiaries,
and IBFs 37,639,000
Noninterest-bearing $ 3,555,000
Interest-bearing 34,084,000
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 IBFs:
Federal funds purchased 1,572,000
Securities sold under agreements
to repurchase 211,000
Demand notes issued to the U.S.
Treasury 25,000
Trading liabilities 9,146,000
Other borrowed money:
With original maturity of one
year or less 2,562,000
With original maturity of more
than one year 379,000
Mortgage indebtedness and
obligations under capitalized leases 40,000
Bank's liability on acceptances
executed and outstanding 949,000
Subordinated notes and debentures 1,960,000
Other liabilities 5,411,000
TOTAL LIABILITIES 92,377,000
Limited-life preferred stock and
related surplus 0
EQUITY CAPITAL
Perpetual preferred stock and
related surplus 0
Common stock 921,000
Surplus 5,285,000
Undivided profits and capital reserves 1,751,000
Net unrealized holding gains (losses)
on available-for-sale securities 7,000
Cumulative foreign currency
translation adjustments 11,000
TOTAL EQUITY CAPITAL 7,975,000
TOTAL LIABILITIES, LIMITED-LIFE
PREFERRED STOCK,
AND EQUITY CAPITAL $ 100,352,000
I, Lester J. Stephens, Jr., Senior Vice President and
Controller of the above named bank do hereby declare that
this Report of Condition is true and correct to the best
of my knowledge and belief.
(Signed) Lester J. Stephens,
Jr.
We the undersigned directors, attest to the correctness
of this statement of resources and liabilities. We
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 and is true and
correct.
(Signed) Thomas G. Labrecque
(Signed) Donald Trautlein Directors
(Signed) Richard J. Boyle
