AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 13, 2003
Registration No. 333-105239
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-11
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INTERSTAR SECURITISATION MANAGEMENT PTY LIMITED
(ABN 56 100 346 898)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS GOVERNING INSTRUMENTS)
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LEVEL 28
367 COLLINS STREET
MELBOURNE VIC, 3000
AUSTRALIA
TELEPHONE: 613-9612-1111
(ADDRESS, INCLUDING ZIP CODE/POST CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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AGENT FOR SERVICE
ROBIN LAPETERS
CT CORPORATION SYSTEM
111 EIGHTH AVENUE
13TH FLOOR
NEW YORK, NY 10011
TELEPHONE: (212) 590-9100
(NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
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WITH A COPY TO:
VERNON SPENCER DIANE CITRON, ESQ.
DIRECTOR MAYER, BROWN, ROWE & MAW
INTERSTAR SECURITIES (AUSTRALIA) PTY LIMITED 1675 BROADWAY
LEVEL 28, 367 COLLINS STREET NEW YORK, NEW YORK 10019
MELBOURNE, VICTORIA 3000, AUSTRALIA
PAUL WEIFFENBACH
ORRICK, HERRINGTON & SUTCLIFFE
TOWER 42, LEVEL 35
25 OLD BROAD STREET
LONDON EC2N 1HQ
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of the registration statement, as
determined by market conditions.
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 a post-effective amendment filed pursuant to Rule 462(d)
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
check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Amount to be Proposed Proposed Amount of
Securities to Be Registered Registered Maximum Maximum Registration
Offering Aggregate Fee**
Price Offering Price*
Per Unit
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Class A2 Mortgage Backed Floating Rate Notes...... $500,000,000 100% $500,000,000 $40,450.00
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Class B1 Mortgage Backed Floating Rate Notes...... $ 28,000,000 100% $ 28,000,000 2,265.20
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Total Mortgage Backed Floating Rate Notes.........
$528,000,000 -- $528,000,000 $42,715.20
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* Estimated for the purpose of calculating the registration fee.
** All of which has been previously paid.
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 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
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 31. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*
The following table sets forth the estimated expenses in connection
with the issuance and distribution of the notes being registered under this
registration statement, other than underwriting discounts and commissions:
SEC Registration Fee............................. $ 42,715.20
Printing and Engraving........................... $71,300.00
Legal Fees and Expenses.......................... $85,000.00
Trustee Fees and Expenses........................ $500,000.00
Rating Agency Fees............................... $15,000.00
Accounting Fees & Expenses....................... $50,000.00
Miscellaneous.................................... $75,000.00
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Total............................................ $967,715.20
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* All amounts except the SEC Registration Fee are estimates of expenses
incurred in connection with the issuance and distribution of the Notes.
ITEM 33. RECENT SALES OF UNREGISTERED SECURITIES.
The following information relates to securities of the registrant
issued or sold by the registrant that were not registered under the Securities
Act:
The registrant was incorporated on April 26, 2002. One fully paid share
of A$1.00 was allotted to Interstar Securities (Australia) Pty Limited.
ITEM 34. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to Constitution of the Registrant, every director, agent,
auditor, secretary and other officer for the time being of the Registrant shall
be indemnified out of the assets of the Registrant against any liability
incurred by him as such director, agent, auditor, secretary or other officer in
defending any proceedings whether civil or criminal in which judgment is given
in his favor or in which he is acquitted or in connection with any application
under the Corporations Act 2001 in which relief is granted to him by the court
in respect of any negligence, default, breach of duty or breach of trust.
However, the right of indemnity against the Registrant may, in certain
circumstances, be limited by the Corporations Act 2001.
ITEM 36. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
1.1 Form of Underwriting Agreement.*
3.1 Constitution.*
4.1 Master Trust Deed.*
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4.2 Form of the Series Notice.*
4.3 Form of the Security Trust Deed.*
4.4 Form of the Note Trust Deed.*
4.5 Form of the Agency Agreement.*
5.1 Opinion of Mayer, Brown, Rowe & Maw as to legality of the Notes.*
8.1 Opinion of Mayer, Brown, Rowe & Maw as to certain tax matters
(included in Exhibit 5.1 hereof).*
8.2 Opinion of KPMG as to certain
tax matters.
10.1 The Investment Management Agreement.*
10.2 Form of the Fixed-Floating Rate Swap.*
10.3 Form of the Currency Swap.*
10.4 Primary Backup Servicer Agreement.*
10.5 Secondary Backup Servicer Agreement.*
23.1 Consent of Mayer, Brown, Rowe & Maw (included in Exhibit 5.1
hereof).*
23.2 Consent of KPMG (included in Exhibit 8.2 hereof).*
24.1 Power of Attorney (included on signature pages).*
25.1 Statement of Eligibility of Note Trustee.*
99.1 Opinion of Allens Arthur Robinson as to Enforceability of U.S.
Judgments under Australian Law.*
* Previously filed.
ITEM 37. UNDERTAKINGS.
The undersigned registrant hereby undertakes that for purposes of
determining any liability under the Securities Act of 1933, 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) 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.
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.
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Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, 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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-11 and has duly caused the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of New York, on the 13th day of June, 2003.
Interstar Securitisation
Management Pty Limited
By: /s/ Paul Jorissen
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Name: Paul Jorissen
Title: Attorney-in-fact, under a Power of
Attorney dated May 14, 2003
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ Paul Jorissen* Director June 13, 2003
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/s/ Paul Jorissen* Director June 13, 2003
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/s/ Paul Jorissen* Principal Executive Officer June 13, 2003
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/s/ Paul Jorissen* Principal Financial Officer June 13, 2003
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/s/ Paul Jorissen* Principal Accounting Officer June 13, 2003
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* By: Paul Jorissen
Attorney-in-fact, under a
Power of Attorney dated
May 14, 2003
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SIGNATURE OF AGENT FOR SERVICE OF PROCESS
Pursuant to the requirements of Section 6(a) of the Securities Act of
1933, the undersigned hereby certifies that it is the agent for service of
process in the United States of the Registrant with respect to the Registration
Statement and signs this Registration Statement solely in such capacity and for
the limited purpose of said Section 6(a).
/s/ Robin LaPeters
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Name: Robin LaPeters
Address: CT Corporation
111 8th Avenue
New York, NY 10011
Telephone: (212) 590-9100
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EXHIBITS INDEX
SEQUENTIAL
EXHIBIT PAGE
NO. DESCRIPTION OF EXHIBIT NUMBER
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1.1 Form of Underwriting Agreement.*
3.1 Constitution.*
4.1 Master Trust Deed.*
4.2 Form of the Series Notice.*
4.3 Form of the Security Trust Deed.*
4.4 Form of the Note Trust Deed.*
4.5 Form of the Agency Agreement.*
5.1 Opinion of Mayer, Brown, Rowe & Maw as to legality of the Notes.*
8.1 Opinion of Mayer, Brown, Rowe & Maw as to certain tax matters (included in
Exhibit 5.1 hereof).*
8.2 Opinion of KPMG as to certain tax matters.
10.1 The Investment Management Agreement.*
10.2 Form of the Fixed-Floating Rate Swap.*
10.3 Form of the Currency Swap.*
10.4 Primary Backup Servicer Agreement.*
10.5 Secondary Backup Servicer Agreement.*
23.1 Consent of Mayer, Brown, Rowe & Maw (included in Exhibit 5.1 hereof).*
23.2 Consent of KPMG (included in Exhibit 8.2 hereof).
24.1 Power of Attorney (included on signature pages).*
25.1 Statement of Eligibility of Note Trustee.*
99.1 Opinion of Allens Arthur Robinson as to Enforceability of U.S. Judgments
under Australian Law.*
* Previously filed.
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