AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 31, 2000
REGISTRATION NO. 333-67855
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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PRE-EFFECTIVE
AMENDMENT NO. 6
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DILLARD CREDIT CARD MASTER TRUST I
(ISSUER OF THE CERTIFICATES)
DILLARD ASSET FUNDING COMPANY
(ORIGINATOR OF THE TRUST DESCRIBED HEREIN)
(EXACT NAME AS SPECIFIED IN REGISTRANT'S CHARTER)
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DELAWARE DILLARD ASSET FUNDING COMPANY 880352714
(STATE OR OTHER JURISDICTION OF C/O CHASE MANHATTAN BANK DELAWARE (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) 1201 MARKET STREET IDENTIFICATION NUMBER)
WILMINGTON, DELAWARE 19801
(302) 984-3300
(ADDRESS, INCLUDING ZIP CODE, AND
TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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JAMES FREEMAN
DILLARD ASSET FUNDING COMPANY
C/O CHASE MANHATTAN BANK DELAWARE
1201 MARKET STREET
WILMINGTON, DELAWARE 19801
(302) 984-3300
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE OF REGISTRANT)
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Copies to:
DAVID EISENBERG, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 455-2000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this registration statement becomes effective as determined by
market conditions.
If the only securities registered on this form are to be 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. /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. / /
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THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
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, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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PART II
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is an itemized list of the estimated expenses to be incurred
in connection with the offering of the securities being offered hereunder other
than underwriting discounts and commissions.
Registration Fee.............................................. $ 132,000
Printing and Engraving........................................ 100,000
Trustee's Fees................................................ 10,000
Legal Fees and Expenses....................................... 160,000
Blue Sky Fees and Expenses.................................... 5,000
Accountants' Fees and Expenses................................ 60,000
Rating Agency Fees............................................ 200,000
Miscellaneous Fees............................................ 5,000
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Total......................................................... $ 672,000
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under the Trust Agreement, the Trust will agree to indemnify the Trustee or
any predecessor Trustee for, and to hold the Trustee harmless against any loss,
damage, claim, liability or expense incurred without negligence or bad faith on
its part, arising out of or in connection with the acceptance or admission of
such Trust Agreement, including the costs and expenses of defending itself
against any claim or liability in connection with the exercise or performance of
any of its powers or duties under such Trust Agreement.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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1.1 -- Form of Underwriting Agreement*
3.1 -- Trust Agreement*
4.1 -- Form of Pooling and Servicing Agreement*
4.2 -- Form of Series Supplement for Pooling and Servicing Agreement*
5.1 -- Opinion of Simpson Thacher & Bartlett*
8.1 -- Opinion of Simpson Thacher & Bartlett with respect to certain tax matters (included in opinion
filed as Exhibit 5.1)*
10.1 -- DNB Purchase Agreement, dated as of August 14, 1998, between DAFC and DNB*
10.2 -- MSNB Purchase Agreement, dated as of August 14, 1998, between DAFC and DNB-La.*
10.3 -- DIC Purchase Agreement, dated as of August 14, 1998, between DAFC and DIC*
10.4 -- MFI Purchase Agreement, dated as of August 14, 1998, between DAFC and Mersco Factors*
10.5 -- Pooling and Servicing Agreement, dated as of August 1, 1998, among DAFC, DNB and The Chase
Manhattan Bank, as trustee*
10.6 -- Amended and Restated VFC Series 1998 Supplement, dated as of January 1, 1998, among DAFC, DNB and
The Chase Manhattan Bank, as trustee*
23 -- Consent of Simpson Thacher & Bartlett (included in opinion filed as Exhibit 5.1)*
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* Previously filed
(B) FINANCIAL STATEMENTS
All financial statements, schedules and historical financial information
have been omitted as they are not applicable.
II-1
ITEM 17. UNDERTAKINGS
Each Registrant hereby undertakes as follows:
(a) 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 (the "ACT"); (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
aggregate, represent a fundamental change in the information set forth in
the Registration Statement; notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the SEC pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
registration statement; (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement; provided, however, that (a)(i) and (a)(ii) will not
apply if the information required to be included in a post-effective
amendment thereby is contained in periodic reports filed pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(b) That, for the purpose of determining any liability under the Act,
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.
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the
termination of the offering.
(d) That, for purposes of determining any liability under the Act,
each filing of the Trust's annual report pursuant to Section 13(a) or
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 the 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.
(e) That insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons of such
Registrant pursuant to the provisions described under Item 15 above, or
otherwise, such Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act 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 such 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, such
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.
(f) That, for purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) under the Act shall be deemed to be part of this Registrant Statement
as of the time it was declared effective.
(g) That, for the purpose of determining any liability under the Act,
each post-effective amendment that contains a form of prospectus 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.
II-2
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1993, AS AMENDED, THE
REGISTRANTS CERTIFY THAT THEY HAVE REASONABLE GROUND TO BELIEVE THAT THEY MEET
ALL THE REQUIREMENTS FOR FILING ON FORM S-3, REASONABLY BELIEVE 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 AND
HAVE DULY CAUSED THIS PRE-EFFECTIVE AMENDMENT NO. 6 TO THE REGISTRATION
STATEMENT TO BE SIGNED ON THEIR BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED ON JANUARY 31, 2000.
DILLARD ASSET FUNDING COMPANY
as Originator of the Trust
By: /s/ DAVID HELM
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David Helm
Administrator
DILLARD CREDIT CARD MASTER TRUST I
By: DILLARD NATIONAL BANK, in its
capacity as Servicer of the Trust
By: /s/ RANDAL L. HANKINS
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Randal L. Hankins
President
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS PRE-EFFECTIVE AMENDMENT NO. 6 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED
ON JANUARY 31, 2000 BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED.
SIGNATURES TITLE
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DILLARD ASSET FUNDING COMPANY
/s/ DAVID HELM Administrator (Principal Executive, Financial and Accounting
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David Helm
/s/ JAMES I. FREEMAN Administrator
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James I. Freeman
DILLARD NATIONAL BANK
/s/ JAMES I. FREEMAN Chairman of the Board and Director
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James I. Freeman
/s/ CHARLES O. UNFRIED Chief Executive Officer and Director
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Charles O. Unfried
/s/ RANDAL L. HANKINS President and Director
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Randal L. Hankins
/s/ JAMES P. TURK Principal Financial and Accounting Officer
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James P. Turk
II-3
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NO.
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1.1 -- Form of Underwriting Agreement*
3.1 -- Trust Agreement*
4.1 -- Form of Pooling and Servicing Agreement*
4.2 -- Form of Series Supplement for Pooling and Servicing Agreement*
5.1 -- Opinion of Simpson Thacher & Bartlett*
8.1 -- Opinion of Simpson Thacher & Bartlett with respect to certain tax matters (included in
opinion filed as Exhibit 5.1)*
10.1 -- DNB Purchase Agreement, dated as of August 14, 1998, between DAFC and DNB*
10.2 -- MSNB Purchase Agreement, dated as of August 14, 1998, between DAFC and DNB-La.*
10.3 -- DIC Purchase Agreement, dated as of August 14, 1998, between DAFC and DIC*
10.4 -- MFI Purchase Agreement, dated as of August 14, 1998, between DAFC and Mersco Factors*
10.5 -- Pooling and Servicing Agreement, dated as of August 1, 1998, among DAFC, DNB and The
Chase Manhattan Bank, as trustee*
10.6 -- Amended and Restated VFC Series 1998 Supplement, dated as of January 1, 1998, among
DAFC, DNB and The Chase Manhattan Bank, as trustee*
23 -- Consent of Simpson Thacher & Bartlett (included in opinion filed as Exhibit 5.1)*
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* Previously filed