AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 21, 2000
REGISTRATION NO. 333-77091
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 5
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BOMBARDIER RECEIVABLES MASTER TRUST I
(ISSUER WITH RESPECT TO CERTIFICATES)
(EXACT NAME OF CO-REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW YORK 6189 03-0340600
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
-------------------
BOMBARDIER CREDIT RECEIVABLES CORPORATION
(ORIGINATOR OF THE TRUST DESCRIBED HEREIN)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 9999 03-0340600
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
P.O. BOX 5544
BURLINGTON, VERMONT 05402
(802) 655-2824
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
-------------------
PIERRE LORTIE
P.O. BOX 5544
BURLINGTON, VERMONT 05402
(802) 655-2824
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF AGENT FOR SERVICE)
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COPIES TO:
STEVEN J. MOLITOR, ESQ. PAUL WEIFFENBACH, ESQ.
MORGAN, LEWIS & BOCKIUS LLP ORRICK, HERRINGTON & SUTCLIFFE LLP
101 PARK AVENUE 3050 K STREET, N.W.
NEW YORK, NEW YORK 10178 WASHINGTON, D.C. 20007
(212) 309-6183 (202) 339-8400
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the registration statement becomes effective.
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, as amended, 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, 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 post-effective amendment filed pursuant to Rule 462(d) under
that 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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CALCULATION OF REGISTRATION FEE
=====================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE* OFFERING PRICE* FEE
- --------------------------------------------------------------------------------------------------------------------
Asset Backed Certificates....................... $400,000,000.00 100% $400,000,000.00 $105,600.00**
=====================================================================================================================
* Estimated solely for purposes of determining the registration fee pursuant to
Rule 457 under the Securities Act of 1933.
** All of which was previously paid.
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WE HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE
NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL WE 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 THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH
DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
________________________________________________________________________________
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Expenses in connection with the offering of the Certificates being
registered hereunder, other than underwriting discounts and commissions are
estimated as follows:
SEC Registration Fee*....................................... $105,600**
Printing and Engraving...................................... $ 60,000
Legal Fees and Expenses..................................... $300,000
Trustee Fees and Expenses................................... $ 20,000
Rating Agency Fees.......................................... $195,000
Accounting Fees and Expenses................................ $ 60,000
Miscellaneous............................................... $ 80,000
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Total................................................... $820,600
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* Actual
** All of which was previously paid.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VII of the Registrant's Certificate of Incorporation provides for
indemnification of directors and officers of the Registrant to the full extent
permitted by Delaware law.
Section 145 of the Delaware General Corporation Law provides, in substance,
that Delaware corporations shall have the power, under specified circumstances,
to indemnify their directors, officers, employees and agents in connection with
actions, suits and proceedings brought against them by a third party or in the
right of the corporation, by reason of the fact that they were or are such
directors, officers, employees or agents, against expenses incurred in any such
action, suit or proceeding. The Delaware General Corporation Law also provides
that Delaware corporations may purchase insurance on behalf of any such
director, officer, employee or agent.
Bombardier Inc. has agreed to guarantee the indemnification obligations of
the Registrant with respect to each of its independent directors, subject,
however, to any conditions, limitations, or defenses which the Registrant itself
might have with respect to such indemnified obligations.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
The Trust has issued two Series of asset backed certificates in transactions
exempt from the registration requirements of the Securities Act pursuant to
Section 4(2) of the Securities Act. On May 14, 1996, the Registrant sold by
private placement to an institutional investor $100,000,000 initial principal
amount of Class A Certificates, Series 1996-1. On December 12, 1997, the
Registrant sold by private placement to an institutional investor $50,000,000
initial principal amount of Class A Certificates, Series 1997-2.
II-1
ITEM 16. EXHIBITS.
1.1 -- Form of Underwriting Agreement*
3.1 -- Certificate of Incorporation of the Registrant*
3.2 -- Bylaws of the Registrant*
4.1 -- Pooling and Servicing Agreement*
4.2 -- Amendment No. 1 to Pooling and Servicing Agreement*
4.3 -- Amendment No. 2 to Pooling and Servicing Agreement*
4.4 -- Amendment No. 3 to the Pooling and Servicing Agreement*
4.5 -- Form of Series 2000-1 Supplement*
4.6 -- Variable Funding Supplement*
4.7 -- Amendment No. 1 to Variable Funding Supplement*
4.8 -- Receivables Purchase Agreement*
4.9 -- Amendment No. 1 to Receivables Purchase Agreement*
5.1 -- Opinion of Morgan, Lewis & Bockius LLP as to legality of
the Certificates (including consent of such firm)*
8.1 -- Opinion of Morgan, Lewis & Bockius LLP as to certain U.S.
tax matters (including consent of such firm)
23.1 -- Consent of Morgan, Lewis & Bockius LLP (included in
Exhibit 5.1)*
23.2 -- Consent of Morgan, Lewis & Bockius LLP (included in
Exhibit 8.1)
24.1 -- Power of Attorney (included on Page II-4)*
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* Previously filed.
ITEM 17. UNDERTAKINGS.
A. Insofar as indemnification for liability arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to provisions described under Item 14 above, or otherwise, the
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 the 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, the 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 of 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.
B. The undersigned registrant hereby undertakes that:
(1) for purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of a registration statement in reliance upon Rule 430A and contained in the
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective; and
(2) for the purposes of determining any liability under the Securities
Act of 1933, 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 1933, the Registrant
and Co-Registrant have each duly caused Amendment No. 5 to this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the town of Colchester, State of Vermont, on the 21st day of
September, 2000.
BOMBARDIER CREDIT RECEIVABLES
CORPORATION
By: /s/ BLAINE H. FILTHAUT
..................................
NAME: BLAINE H. FILTHAUT
TITLE: TREASURER
BOMBARDIER CREDIT RECEIVABLES
CORPORATION
on behalf of the Trust
By: /s/ BLAINE H. FILTHAUT
..................................
NAME: BLAINE H. FILTHAUT
TITLE: TREASURER
II-3
Pursuant to the requirements of the Securities Act of 1933, as amended,
Amendment No. 5 to this Registration Statement has been signed by the following
persons for Bombardier Credit Receivables Corporation in the capacities
indicated, on the 21st day of September, 2000.
SIGNATURES TITLE
---------- -----
PIERRE LORTIE* President (Principal Executive Officer)
.........................................
PIERRE LORTIE
/s/ BLAINE H. FILTHAUT Treasurer (Principal Financial and Accounting Officer)
.........................................
BLAINE H. FILTHAUT
PIERRE LORTIE* Director
.........................................
PIERRE LORTIE
R. WILLIAM CROWE* Director
.........................................
R. WILLIAM CROWE
/s/ BLAINE H. FILTHAUT Director
.........................................
BLAINE H. FILTHAUT
ANDREW L. STIDD* Director
.........................................
ANDREW L. STIDD
KEVIN P. BURNS* Director
.........................................
KEVIN P. BURNS
*By: /s/ BLAINE H. FILTHAUT
........................................
BLAINE H. FILTHAUT
Attorney-in-fact
Note: Powers of Attorney appointing Blaine H. Filthaut and Pierre Lortie,
and either of them acting singly, were previously filed with the
Securities Exchange Commission.
II-4
Pursuant to the requirements of the Securities Act of 1933, as amended,
Amendment No. 5 to this Registration Statement has been signed by the following
persons for Bombardier Credit Receivables Corporation on behalf of the Trust in
the capacities indicated, on the 21st day of September, 2000.
SIGNATURES TITLE
---------- -----
PIERRE LORTIE* President (Principal Executive Officer)
.........................................
PIERRE LORTIE
/s/ BLAINE H. FILTHAUT Treasurer (Principal Financial and Accounting Officer)
.........................................
BLAINE H. FILTHAUT
PIERRE LORTIE* Director
.........................................
PIERRE LORTIE
R. WILLIAM CROWE* Director
.........................................
R. WILLIAM CROWE
/s/ BLAINE H. FILTHAUT Director
.........................................
BLAINE H. FILTHAUT
ANDREW L. STIDD* Director
.........................................
ANDREW L. STIDD
KEVIN P. BURNS* Director
.........................................
KEVIN P. BURNS
*By: /s/ BLAINE H. FILTHAUT
........................................
BLAINE H. FILTHAUT
Attorney-in-fact
Note: Powers of Attorney appointing Blaine H. Filthaut and Pierre Lortie,
and either of them acting singly, were previously filed with the
Securities Exchange Commission.
II-5
STATEMENT OF DIFFERENCES
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The registered trademark symbol shall be expressed as...................... 'r'