As filed with the Securities and Exchange Commission on October 31, 2008
Registration Statement No. 333-72484
Registration Statement No. 333-20503
Registration Statement No. 33-29941
Registration Statement No. 33-19708
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-3
Registration Statement No. 333-72484
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-3
Registration Statement No. 333-20503
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-3
Registration Statement No. 33-29941
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-3
Registration Statement No. 33-19708
UNDER
THE SECURITIES ACT OF 1933
Countrywide Financial Corporation
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 4500 Park Granada Calabasas, CA 91302 | | 26-2209742 |
(State or other jurisdiction of incorporation or organization) | | (Address of principal executive offices, including zip code) | | (I.R.S. Employer Identification No.) |
PAUL G. LANE
Senior Vice President and Assistant General Counsel
Countrywide Financial Corporation
4500 Park Granada
Calabasas, CA 91302
(818) 225-3000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
BOYD C. CAMPBELL, JR.
McGuireWoods LLP
201 North Tryon Street
Charlotte, North Carolina 28202
Approximate date of commencement of the proposed sale to the public:
Not applicable.
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, check the following box. ¨
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 this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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| Large accelerated filer | | x | | Accelerated filer | | ¨ | | |
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| Non-accelerated filer | | ¨ (Do not check if a smaller reporting company) | | Smaller reporting company | | ¨ | | |
This Post-Effective Amendment to the Registration Statements on Form S-3 shall hereafter become effective in accordance with the provisions of Section 8(c) of the Securities Act of 1933.
EXPLANATORY NOTE
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment relates to the following Registration Statements filed on Form S-3 (collectively, the “Registration Statements”):
| | • | | File No. 333-72484, registering 11,334,947 shares of the Registrant’s common stock in connection with the Countrywide Credit Industries, Inc. Dividend Reinvestment and Stock Purchase Plan. |
| | • | | File No. 333-20503, registering 213,439 shares of the Registrant’s common stock in connection with a secondary offering of shares issued to ESOP Trust of Leshner Financial, Inc. |
| | • | | File No. 33-29941, registering $400,000,000 aggregate principal amount of the Registrant’s debt securities. |
| | • | | File No. 33-19708, registering $500,000,000 aggregate principal amount of the Registrant’s debt securities. |
This Post-Effective Amendment to the Registration Statements is being filed solely to deregister any and all securities previously registered under the Registration Statements that remain unsold.
Item 8. Exhibits.
The following exhibit is filed with or incorporated by reference into this Post-Effective Amendment to the Registration Statements.
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Exhibit No. | | Description of Exhibit |
| 24(a) | | Power of Attorney |
SIGNATURES.
The Registrant
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calabasas, State of California, on this 31st day of October, 2008.
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| COUNTRYWIDE FINANCIAL CORPORATION |
| |
| By: | | * |
| | Jack W. Schakett |
| | President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to the Registration Statements has been signed by the following persons in the capacities and on the dates indicated.
| | | | |
Signature | | Title | | Date |
* | | President and Chief Executive Officer (Principal Executive Officer) | | October 31, 2008 |
| Jack W. Schakett | | |
| | |
* | | Chief Financial Officer (Principal Financial Officer) | | October 31, 2008 |
| Anne D. McCallion | | |
| | |
* | | Director | | October 31, 2008 |
| Greg Hobby | | |
| | |
* | | Director | | October 31, 2008 |
| Helen Eggers | | |
| | |
* Helga Houston | | Director | | October 31, 2008 |
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* Laura K. Milleman | | Senior Managing Director, Chief Accounting Officer, Countrywide Home Loans, Inc. (Principal Accounting Officer) | | October 31, 2008 |
| | |
| | | | | | |
| *By: | | /s/ Paul G. Lane | | October 31, 2008 |
| | Paul G. Lane | |
| | Attorney-in-Fact | |
INDEX TO EXHIBITS
| | |
Exhibit No. | | Description of Exhibit |
| 24(a) | | Power of Attorney |
