NO. 333 - 119202
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 26, 2004
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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Post-Effective Amendment No. 1 to
FORM S-11
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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PERMANENT FINANCING (NO. 6) PLC
(Exact name of Registrant 1 as specified in its charter)
BLACKWELL HOUSE, GUILDHALL YARD, LONDON EC2V 5AE, UNITED KINGDOM,
(+44) 020 7556 0970
(Address and telephone number of Registrant 1's principal executive offices)
Puglisi & Associates
850 Library Ave., Suite 204
Newark, DE 19711
(302) 738-6680
(Name, address and phone number of Registrant 1's agent for service)
PERMANENT FUNDING (NO. 1) LIMITED
(Exact name of Registrant 2 as specified in its charter)
Blackwell House, Guildhall Yard, London EC2V 5AE, United Kingdom,
(+44) 020 7556 0970
(Address and telephone number of Registrant 2's principal executive offices)
Puglisi & Associates
850 Library Ave., Suite 204
Newark, DE 19711
(302) 738-6680
(Name, address and phone number of Registrant 2's agent for service)
PERMANENT MORTGAGES TRUSTEE LIMITED
(Exact name of Registrant 3 as specified in its charter)
47 ESPLANADE, ST. HELIER, JERSEY JE1 0BD, (+44) 01534 510 924
(Address and telephone number of Registrant 3's principal executive offices)
Puglisi & Associates
850 Library Ave., Suite 204
Newark, DE 19711
(302) 738-6680
(Name, address and phone number of Registrant 3's agent for service)
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Copies to:
David Balai Christopher Bernard, Esq. Robert Torch, Esq.
HBOS Treasury Services plc Allen & Overy LLP Sidley Austin Brown & Wood
33 Old Broad Street One New Change Woolgate Exchange, 25 Basinghall Street
London EC2N 1HZ, United Kingdom London EC4M 9QQ, United Kingdom London EC2V 5HA, United Kingdom
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the Registration Statement becomes effective.
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. [box]
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. [box] No. 333-119202
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. [box]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [box]
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This amendment is being filed for the purpose of amending certain exhibits.
Explanatory Note: This Post-Effective Amendment No. 1 to the Registration
Statement is being filed solely to amend certain exhibits previously filed with
the Registration Statement. Exhibit 4.1 (Form of Loan Confirmation), Exhibit 4.2
(Form of Amended and Restated Mortgages Trust Deed), Exhibit 4.3 (Form of
Amended and Restated Mortgage Sale Agreement), Exhibit 4.4 (Form of Deed of
Charge of Permanent Financing (No. 6) PLC), Exhibit 4.5 (Fifth Deed of Accession
to the Amended and Restated Deed of Charge of Permanent Funding (No. 1)
Limited), Exhibit 4.6 (Form of Issuer Trust Deed), Exhibit 4.7 (Form of Issuer
Paying Agent and Agent Bank Agreement), Exhibit 4.9 (Form of Issuer Cash
Management Agreement), Exhibit 4.10 (Form of Amended and Restated Servicing
Agreement), Exhibit 4.11 (Form of Post-Enforcement Call Option Agreement),
Exhibit 4.12 (Form of Issuer Bank Account Agreement), Exhibit 10.1 (Form of
Amended and Restated Funding 1 Liquidity Facility Agreement), Exhibit 10.2.1
(Form of series 1 Class A Dollar Currency Swap Agreement), Exhibit 10.2.2 (Form
of series 1 Class B Dollar Currency Swap Agreement), Exhibit 10.2.3 (Form of
series 1 Class C Dollar Currency Swap Agreement), Exhibit 10.2.4 (Form of series
2 Class A Dollar Currency Swap Agreement), Exhibit 10.2.5 (Form of series 2
Class B Dollar Currency Swap Agreement), Exhibit 10.2.6 (Form of series 2 Class
C Dollar Currency Swap Agreement), Exhibit 10.3 (Form of Amended and Restated
Funding 1 Swap Agreement), Exhibit 10.4 (Form of Sixth Start-up Loan Agreement),
Exhibit 10.5.1 (Form of Amended and Restated Master Definitions and Construction
Schedule), Exhibit 10.5.2 (Form of Issuer Master Definitions and Construction
Schedule) and Exhibit 10.6.1 (Form of Issuer Corporate Services Agreement) are
being filed to reflect amendments to these exhibits as previously filed.
ITEM 36.FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS:
Financial statements for each of Permanent Financing (No. 6) PLC and
Permanent Funding (No. 1) Limited are filed as part of this registration
statement. There are no additional schedules to the financial statements.
(b) Exhibits:
EXHIBIT NO. DESCRIPTION OF EXHIBIT SEQUENTIAL
PAGE NUMBER
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1.1 Form of Underwriting Agreement
3.1.1 Memorandum and Articles of Association of Permanent
Financing (No. 6) PLC (4)
3.1.2 Memorandum and Articles of Association of Permanent
Funding (No. 1) Limited(1)
3.1.3 Memorandum and Articles of Association of Permanent
Mortgages Trustee Limited(1)
4.1 Form of Amended and Restated Intercompany Loan
Terms and
Conditions(2) and Form of Loan Confirmation
4.2 Form of Amended and Restated Mortgages Trust Deed
4.3 Form of Amended and Restated Mortgage Sale
Agreement
4.4 Form of Deed of Charge of Permanent Financing (No.
6) PLC
4.5 Fifth Deed of Accession to the Amended and Restated
Deed of Charge of Permanent Funding (No. 1) Limited
4.6 Form of Issuer Trust Deed
4.7 Form of Issuer Paying Agent and Agent Bank
Agreement
4.8 Form of Amended and Restated Cash Management
Agreement(3)
4.9 Form of Issuer Cash Management Agreement
4.10 Form of Amended and Restated Servicing Agreement
4.11 Form of Post-Enforcement Call Option Agreement
4.12 Form of Issuer Bank Account Agreement
5.1 Opinion of Allen & Overy as to validity (4)
8.1 Opinion of Allen & Overy as to US tax matters (4)
8.2 Opinion of Allen & Overy as to UK tax matters (4)
8.3 Opinion of Mourant du Feu & Jeune as to Jersey tax
matters (4)
10.1 Form of Amended and Restated Funding 1 Liquidity
Facility Agreement
10.2.1 Form of series 1 Class A Dollar Currency Swap
Agreement
10.2.2 Form of series 1 Class B Dollar Currency Swap
Agreement
10.2.3 Form of series 1 Class C Dollar Currency Swap
Agreement
10.2.4 Form of series 2 Class A Dollar Currency Swap
Agreement
10.2.5 Form of series 2 Class B Dollar Currency Swap
Agreement
10.2.6 Form of series 2 Class C Dollar Currency Swap
Agreement
10.3 Form of Amended and Restated Funding 1 Swap
Agreement
10.4 Form of Sixth Start-up Loan Agreement
10.5.1 Form of Amended and Restated Master Definitions and
Construction Schedule
10.5.2 Form of Issuer Master Definitions and Construction
Schedule
10.6.1 Form of Issuer Corporate Services Agreement
10.6.2 Form of Mortgages Trustee Corporate Services
Agreement(1)
10.6.3 Form of Funding 1 Corporate Services Agreement(1)
23.1 Consent of Allen & Overy (included in Exhibits 5.1,
8.1 and 8.2)(4)
23.2 Consent of Mourant du Feu & Jeune (included in
Exhibit 8.3)(4)
23.3 Consent of auditors(4)
24.1 Power of Attorney(4)
25.1 Statement of Eligibility of Trustee (Form T-1) (4)
(1) Incorporated by reference from the Form S-11 filed by Permanent Financing
(No. 1) PLC (File No. 333-88874) which became effective on June 11, 2002.
(2) Incorporated by reference from the Form S-11 filed by Permanent Financing
(No. 2) PLC (File No. 333-102040) which became effective on February 26, 2003.
(3) Incorporated by reference from the Form S-11 filed by Permanent Financing
(No. 4) PLC (File No. 333-111850) which became effective on March 1, 2004.
(4) Previously filed.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each
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 this
registration statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorised, in the city of London, on November 26
2004.
PERMANENT FINANCING (NO. 6) PLC
By: /s/ Jonathan Keighley
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Name: SFM Directors Limited by
its authorized person
Jonathan Keighley for and
on its behalf
Title: Director
PERMANENT FUNDING (NO. 1) LIMITED
By: /s/ Jonathan Keighley
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Name: SFM Directors Limited by
its authorized person
Jonathan Keighley for and
on its behalf
Title: Director
PERMANENT MORTGAGES TRUSTEE LIMITED
By: /s/ David Balai
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Name: David Balai
Title: Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed by the following
persons in the capacities and on the dates indicated below.
PERMANENT FINANCING (NO. 6) PLC
SIGNATURE TITLE DATE
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By: /s/ Jonathan Keighley 11/26/04
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Name: SFM Directors Limited by its authorized Director
person Jonathan Keighley for and on its
behalf
By: /s/ James Macdonald 11/26/04
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Name: SFM Directors (No. 2) Limited by its Director
authorized person James Macdonald for
and on its behalf
By: /s/ David Balai 11/26/04
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Name: David Balai Director
PERMANENT FUNDING (NO. 1) LIMITED
SIGNATURE TITLE DATE
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By: /s/ Jonathan Keighley 11/26/04
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Name: SFM Directors Limited by its authorized Director
person Jonathan Keighley for and on its
behalf
By: /s/ James Macdonald 11/26/04
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Name: SFM Directors (No. 2) Limited by its Director
authorized person James Macdonald for
and on its behalf
By: /s/ David Balai 11/26/04
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Name: David Balai Director
PERMANENT MORTGAGES TRUSTEE LIMITED
SIGNATURE TITLE DATE
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By: /s/ Michael George Best 11/26/04
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Name: Michael George Best Director
By: /s/ Peter John Richardson 11/26/04
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Name: Peter John Richardson Director
By: /s/ David Balai 11/26/04
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Name: David Balai Director
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF
PERMANENT FINANCING (NO. 6) PLC
Pursuant to the Securities Act of 1933, as amended, the undersigned, the
duly authorized representative in the United States of Permanent Financing (No.
6) PLC, has signed this registration statement or amendment thereto in New
York, New York on November 26, 2004.
By: /s/ Donald J. Puglisi
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Name: Donald J. Puglisi
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Office: Authorized Representative in the United
States
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SIGNATURE OF AUTHORIZED REPRESENTATIVE OF
PERMANENT FUNDING (NO. 1) LIMITED
Pursuant to the Securities Act of 1933, as amended, the undersigned, the
duly authorized representative in the United States of Permanent Funding (No.
1) Limited, has signed this registration statement or amendment thereto in New
York, New York on November 26, 2004.
By: /s/ Donald J. Puglisi
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Name: Donald J. Puglisi
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Office: Authorized Representative in the United
States
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SIGNATURE OF AUTHORIZED REPRESENTATIVE OF
PERMANENT MORTGAGES TRUSTEE LIMITED
Pursuant to the Securities Act of 1933, as amended, the undersigned, the
duly authorized representative in the United States of Permanent Mortgages
Trustee Limited, has signed this registration statement or amendment thereto in
New York, New York on November 26, 2004.
By: /s/ Donald J. Puglisi
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Name: Donald J. Puglisi
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Office: Authorized Representative in the United
States
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