As filed with the Securities and Exchange Commission on October 31, 2008
Registration Statement No. 333-131707
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
Form S-3
Registration Statement No. 333-131707
UNDER
THE SECURITIES ACT OF 1933
Countrywide Financial Corporation
Countrywide Home Loans, Inc.
Countrywide Capital V
Countrywide Capital VI
Countrywide Capital VII
Countrywide Capital VIII
Countrywide Capital IX
(Exact name of registrant as specified in its charter)
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Delaware New York Delaware Delaware Delaware Delaware Delaware | | 4500 Park Granada Calabasas, CA 91302 | | 26-2209742 13-2631719 26-6019847 20-6506548 20-7134796 20-7134812 20-7134827 |
(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 Statement 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 Registration Statement filed on Form S-3, File No. 333-131707 (the “Registration Statement”), registering an unlimited amount of common stock, preferred stock, stock purchase contracts, stock purchase units and debt securities of Countrywide Financial Corporation (“CFC”); debt securities of Countrywide Home Loans (“CHL”); preferred securities of Countrywide Capital V, Countrywide Capital VI, Countrywide Capital VII, Countrywide Capital VIII and Countrywide Capital IX; guarantees of the preferred securities by CFC and CHL; guarantees of debt securities by CFC and CHL; and debt securities and related guarantees to be sold in market making transactions.
This Post-Effective Amendment to the Registration Statement is being filed solely to deregister any and all securities previously registered under the Registration Statement that remain unsold.
Item 8. Exhibits.
The following exhibits are filed with or incorporated by reference into this Post-Effective Amendment to the Registration Statement.
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Exhibit No. | | Description of Exhibit |
24(a) | | Power of Attorney for CFC |
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24(b) | | Power of Attorney for CHL |
SIGNATURES.
Pursuant to the requirements of the Securities Act of 1933, as amended, Countrywide Financial Corporation 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 Statement 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 |
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| 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 Statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature | | Title | | Date |
* Jack W. Schakett | | President and Chief Executive Officer (Principal Executive Officer) | | October 31, 2008 |
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* Anne D. McCallion | | Chief Financial Officer (Principal Financial Officer) | | October 31, 2008 |
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* Greg Hobby | | Director | | October 31, 2008 |
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* Helen Eggers | | Director | | October 31, 2008 |
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* 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 |
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| *By: | | /s/ Paul G. Lane | | October 31, 2008 |
| | Paul G. Lane | | |
| | Attorney-in-Fact | | |
SIGNATURES.
Pursuant to the requirements of the Securities Act of 1933, as amended, Countrywide Home Loans, Inc. 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 Statement 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 HOME LOANS, INC. |
| |
| 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 Statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature | | Title | | Date |
* Jack W. Schakett | | Director, President and Chief Executive Officer (Principal Executive Officer) | | October 31, 2008 |
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* Anne D. McCallion | | Senior Managing Director and Chief Financial Officer (Principal Financial Officer) | | October 31, 2008 |
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* Laura K. Milleman | | Senior Managing Director, Chief Accounting Officer (Principal Accounting Officer) | | October 31, 2008 |
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* Kevin W. Bartlett | | Director, Executive Managing Director, Chief Investment Officer | | October 31, 2008 |
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| *By: | | /s/ Paul G. Lane | | October 31, 2008 |
| | Paul G. Lane | | |
| | Attorney-in-Fact | | |
SIGNATURES.
Pursuant to the requirements of the Securities Act of 1933, as amended, each of Countrywide Capital V, Countrywide Capital VI, Countrywide Capital VII, Countrywide Capital VIII, and Countrywide Capital IX 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 Statement 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 CAPITAL V, a Delaware statutory trust |
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| By: | | COUNTRYWIDE FINANCIAL CORPORATION, as Depositor |
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| By: | | /s/ Paul G. Lane |
| | Paul G. Lane |
| | Senior Vice President and Assistant General Counsel |
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| COUNTRYWIDE CAPITAL VI, a Delaware statutory trust |
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| By: | | COUNTRYWIDE FINANCIAL CORPORATION, as Depositor |
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| By: | | /s/ Paul G. Lane |
| | Paul G. Lane |
| | Senior Vice President and Assistant General Counsel |
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| COUNTRYWIDE CAPITAL VII, a Delaware statutory trust |
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| By: | | COUNTRYWIDE FINANCIAL CORPORATION, as Depositor |
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| By: | | /s/ Paul G. Lane |
| | Paul G. Lane |
| | Senior Vice President and Assistant General Counsel |
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| COUNTRYWIDE CAPITAL VIII, a Delaware statutory trust |
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| By: | | COUNTRYWIDE FINANCIAL CORPORATION, as Depositor |
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| By: | | /s/ Paul G. Lane |
| | Paul G. Lane |
| | Senior Vice President and Assistant General Counsel |
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| COUNTRYWIDE CAPITAL IX, a Delaware statutory trust |
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| By: | | COUNTRYWIDE FINANCIAL CORPORATION, as Depositor |
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| By: | | /s/ Paul G. Lane |
| | Paul G. Lane |
| | Senior Vice President and Assistant General Counsel |
INDEX TO EXHIBITS
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Exhibit No. | | Description of Exhibit |
24(a) | | Power of Attorney for CFC |
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24(b) | | Power of Attorney for CHL |
