As filed with the Securities and Exchange Commission on January 20, 1998
Registration No. 333-42441
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMDENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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MID-AMERICA CAPITAL PARTNERS, L.P.
AND
MID-AMERICA FINANCE, INC.
(Exact name of registrants as specified in their charters)
62-1717980
DELAWARE applied for
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Nos.)
C/O CT CORPORATION TRUST COMPANY
1209 ORANGE STREET
WILMINGTON, DELAWARE 19801
(302) 777-0205
(Address, including zip code, and telephone number,
including area code of principal executive office)
C/O CT CORPORATION TRUST COMPANY
1209 ORANGE STREET
WILMINGTON, DELAWARE 19801
(302) 777-0205
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
A. CURTIS GREER II, ESQ.
JOHN A. GOOD, ESQ. MALCOLM P. WATTMAN, ESQ.
BAKER, DONELSON, BEARMAN & CALDWELL CADWALADER, WICKERSHAM & TAFT
165 MADISON AVENUE, SUITE 2000 100 MAIDEN LANE
MEMPHIS, TENNESSEE 38103 NEW YORK, NEW YORK 10038
(901) 577-2148 TELEPHONE (212) 504-6000 TELEPHONE
(901) 577-2303 FACSIMILE (212) 504-6666 FACSIMILE
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time 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
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Amount Proposed Maximum Proposed Maximum Amount of
Title of Securities Being Offering Price Aggregate Registration
Being Registered Registered Per Unit Offering Price Fee
Commercial Mortgage Pass Through Certificates(1). $150,000,000 100%(2) $150,000,000 $44,250
% Bonds, Due 2003 ............................... (1) (2) (1) (1)
================================================= =============== ================= =================== ====================
(1) The Commercial Mortgage Pass Through Certificates will evidence, in the
aggregate, all of the beneficial ownership interests in Mid-America
Mortgage Trust, 1998-1, the only assets of which are the $ aggregate
principal amount of % Bonds, Due 2003 of Mid-America Capital Partners,
L.P.
(2) In no event will the maximum aggregate offering price of all securities
issued pursuant to this Registration Statement exceed $150,000,000.
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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
Explanatory Note: The purpose of this
amendment is to file Exhibits 4.1, 4.2, 5.1 and 10.3
to the Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
EXHIBITS
NUMBER DESCRIPTION
- ------ -----------
1.1* Underwriting Agreement
3.1** Certificate of Limited Partnership of Mid-America Capital Partners,
L.P.
3.2** Limited Partnership Agreement between MAAC, Inc., as General Partner
and Mid-America Apartments, L.P., a limited partner relating to the
formation of Mid-America Capital Partners, L.P., a Delaware limited
partnership
3.3** Certificate of Incorporation of MAACP, Inc.
3.4** Bylaws of MAACP, Inc.
3.5** Certificate of Incorporation of Mid-America Finance, Inc.
3.6** Bylaws of Mid-America Finance, Inc.
4.1 Form of Restated Supplemental Indenture among Mid-America Capital
Partners, L.P. and Mid-America Apartments, as issuer and La Salle
National Bank, as Trustee
4.2 Form of Trust Agreement between Mid-America Finance, Inc. as
depositor and La Salle National Bank, as Trustee
4.3* Form of Certificate
4.4 Form of Bond (included in Exhibit 4.1)
5.1 Opinion of Baker, Donelson, Bearman & Caldwell, a professional
corporation
10.1** Cash Collateral Account Security, Pledge and Assignment Agreement
among Mid-America Capital Partners, L.P. and Mid-America Apartments,
L.P. and First Union Bank, and Morgan Stanley Mortgage Capital,
Inc., and La Salle National Bank dated November 21, 1997
10.2** Form of Deed of Trust, Assignment of Leases and Rents and Security
Agreement
10.3 Form of First Amendment to Cash Collateral Agreement
12.1* Statement re: Computation of Ratio of Earnings to Fixed Charges
23.1** Consent of KPMG Peat Marwick L.L.P.
23.2** Consent of KPMG Peat Marwick L.L.P.
23.3 Consent of Baker, Donelson, Bearman & Caldwell, a professional
corporation (included in Exhibit 5.1)
23.4* Consent of Cushman & Wakefield
23.5* Consent of Creative Project Management, Inc.
24.1** Power of Attorney (included on the signature page of the
Registration Statement)
25.1* Statement of Eligibility and Qualification of Indenture Trustee on
Form T-1
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* To be filed by amendment.
** Previously filed as an Exhibit to the Company's Registration Statement on
Form S-3, File No. 333-42441, and incorporated by reference herein.
SIGNATURES
Pursuant to the requirement of the Securities Act of 1933, the Registrants
certify that they have reasonable grounds to believe that they meet all of the
requirements for filing on Form S-3 and have duly caused this Amendment No. 1 to
the Registration Statement to be signed on their behalf by the undersigned,
thereunto duly authorized, in the City of Memphis, State of Tennessee, on
January 20, 1998.
MID-AMERICA CAPITAL PARTNERS, L.P.
a Delaware limited partnership (Registrant)
By: MAACP, Inc.
Its: General Partner
By:/s/ SIMON R.C. WADSWORTH
Simon R.C. Wadsworth, President
By:/s/ LYNN A. JOHNSON
Lynn A. Johnson, Secretary-Treasurer
MID-AMERICA FINANCE, INC.,
a Delaware corporation (Registrant)
By:/s/ SIMON R.C. WADSWORTH
Simon R. C. Wadsworth, President
By:/s/ LYNN A. JOHNSON
Lynn A. Johnson, Secretary-Treasurer
INDEX TO EXHIBITS
EXHIBITS
NUMBER DESCRIPTION
- ------ -----------
1.1* Underwriting Agreement
3.1** Certificate of Limited Partnership of Mid-America Capital Partners,
L.P.
3.2** Limited Partnership Agreement between MAAC, Inc., as General Partner
and Mid-America Apartments, L.P., a limited partner relating to the
formation of Mid-America Capital Partners, L.P., a Delaware limited
partnership
3.3** Certificate of Incorporation of MAACP, Inc.
3.4** Bylaws of MAACP, Inc.
3.5** Certificate of Incorporation of Mid-America Finance, Inc.
3.6** Bylaws of Mid-America Finance, Inc.
4.1 Form of Restated Supplemental Indenture among Mid-America Capital
Partners, L.P. and Mid-America Apartments, as issuer and La Salle
National Bank, as Trustee
4.2 Form of Trust Agreement between Mid-America Finance, Inc. as
depositor and La Salle National Bank, as Trustee
4.3* Form of Certificate
4.4 Form of Bond (included in Exhibit 4.1)
5.1 Opinion of Baker, Donelson, Bearman & Caldwell, a professional
corporation
10.1** Cash Collateral Account Security, Pledge and Assignment Agreement
among Mid-America Capital Partners, L.P. and Mid-America Apartments,
L.P. and First Union Bank, and Morgan Stanley Mortgage Capital,
Inc., and La Salle National Bank dated November 21, 1997
10.2** Form of Deed of Trust, Assignment of Leases and Rents and Security
Agreement
10.3 Form of First Amendment to Cash Collateral Agreement
12.1* Statement re: Computation of Ratio of Earnings to Fixed Charges
23.1** Consent of KPMG Peat Marwick L.L.P.
23.2** Consent of KPMG Peat Marwick L.L.P.
23.3 Consent of Baker, Donelson, Bearman & Caldwell, a professional
corporation (included in Exhibit 5.1)
23.4* Consent of Cushman & Wakefield
23.5* Consent of Creative Project Management, Inc.
24.1** Power of Attorney (included on the signature page of the
Registration Statement)
25.1* Statement of Eligibility and Qualification of Indenture Trustee on
Form T-1
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* To be filed by amendment.
** Previously filed as an Exhibit to the Company's Registration Statement on
Form S-3, File No. 333-42441, and incorporated by reference herein.