Imh Assets Corp – ‘S-3’ on 11/14/00 – POS AM

On:  Tuesday, 11/14/00, at 3:40pm ET   ·   Accession #:  882377-0-535   ·   File #s:  333-60707 (POS AM), 333-60707   ·   Correction:  This Filing’s “Filed as of” Date was Corrected and “Changed as of” 4/9/12 by the SEC on 4/9/12. ®

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Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: POS AM      Imhassetscorp.                                         7     21K 

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                                                      Registration No. 333-60707

================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 ---------------

FORM S-3

POST-EFFECTIVE
AMENDMENT NO. 1 TO
REGISTRATION STATEMENT
 Under
THE SECURITIES ACT OF 1933

----------------

IMH ASSETS CORP.
(Exact name of Registrant as specified in its Charter)

California
(State of Incorporation)

33-0705301
 (I.R.S. Employer Identification Number)

1401 Dove Street
 Newport Beach, California 92660
(949) 475-3800
(Address and telephone number of Registrant's principal executive offices)

 Richard Johnson
IMH Assets Corp.
1401 Dove Street
 Newport Beach, California 92660
(949) 475-3800
 (Name, address and telephone number of agent for service)

----------------

Copies to:
Paul D. Tvetenstrand, Esq.
 Thacher Proffitt & Wood
Two World Trade Center
New York, New York 10048

================================================================================
       Approximate date of commencement of proposed sale to the public: From
time to time on or after the effective date of this Registration Statement, as  
determined by market conditions.                                                

        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, please 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.   |X|                   

   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. |_|                                        

                                                        [Enlarge/Download Table]

                         CALCULATION OF REGISTRATION FEE                                                                
========================================================================================================================
                                                                      PROPOSED            PROPOSED                      
                                                                       MAXIMUM            MAXIMUM                       
                                                                      OFFERING           AGGREGATE          AMOUNT OF   
                                                AMOUNT TO BE            PRICE             OFFERING        REGISTRATION  
  TITLE OF SECURITIES BEING REGISTERED         REGISTERED (1)       PER UNIT (2)         PRICE (2)         FEE (1)(3)   
------------------------------------------------------------------------------------------------------------------------
                                                                                                                        
Collateralized Mortgage Bonds, issued in         $80,000,000            100%             $80,000,000       $21,120.00   
series                                                                                                                  
========================================================================================================================

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(1) $411,613,108.00 aggregate principal amount of Collateralized Mortgage Bonds 
registered by the Registrant under Registration Statement No. 333-60707 not     
previously sold are proposed to be combined in this Registration Statement      
concurrently with the effectiveness hereof pursuant to Rule 462(b) of the       
Securities Act of 1933. All registration fees in connection with such unsold    
amount of Collateralized Mortgage Bonds have been previously paid by the        
Registrant under the foregoing Registration Statement. Accordingly, the total   
amount proposed to be registered under the Registration Statement as so         
consolidated as of the date of this filing is $491,613,108.00.                  

(2) Estimated solely for the purpose of calculating the registration fee.       

(3) Previously paid.                                                            

--------------------------

This Registration Statement constitutes a post-effective amendment to           
Registration Statement No. 333-60707. Such post-effective amendment shall become
effective upon filing in accordance with Rule 462(b) of the Securities Act of   
1933.                                                                           

================================================================================

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INCORPORATION BY REFERENCE

  This filing made pursuant to Rule 462(b) of the Securities Act of 1933, as
amended, incorporates by reference Registration Statement No. 333-60707.        

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 PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION (ITEM 14 OF FORM S-3).              

      The expenses expected to be incurred in connection with the issuance
and distribution of the Bonds being registered, other than underwriting         
compensation, are as set forth below. All such expenses, except for the filing  
fee, are estimated.                                                             

      Filing Fee for Registration Statement..............          $21,250
      Legal Fees and Expenses............................           60,000
      Accounting Fees and Expenses.......................           60,000
Trustee's Fees and Expenses                                   
             (including counsel fees)....................           15,000
      Printing and Engraving Fees........................           15,000
      Rating Agency Fees.................................           80,000
      Miscellaneous......................................           10,000
                                                               -----------
      Total  ............................................      $   261,250
                                                               ===========

INDEMNIFICATION OF DIRECTORS AND OFFICERS (ITEM 15 OF FORM S-3).                

        The Servicing Agreements and the Trust Agreements will provide that no
director, officer, employee or agent of the Registrant is liable to the Trust   
Fund or the Bondholders, except for such person's own willful misfeasance, bad  
faith or gross negligence in the performance of duties or reckless disregard of 
obligations and duties. The Servicing Agreements and the Trust Agreements will  
further provide that, with the exceptions stated above, a director, officer,    
employee or agent of the Registrant is entitled to be indemnified against any   
loss, liability or expense incurred in connection with legal action relating to 
such and related Bonds other than such expenses related to particular Mortgage  
Loans.                                                                          

    Any underwriters who execute an Underwriting Agreement in the form
filed as Exhibit 1.1 to this Registration Statement will agree to indemnify the 
Registrant's directors and its officers who signed this Registration Statement  
against certain liabilities which might arise under the Securities Act of 1933  
from certain information furnished to the Registrant by or on behalf of such    
indemnifying party.                                                             

Section 317 of the California Corporations Code allows for the
indemnification of officers, directors and other corporate agents in terms      
sufficiently broad to indemnify such persons under certain circumstances for    
liabilities (including reimbursement for expenses incurred) arising under the   
Securities Act of 1933, as amended (the "Act"). Article VI of the Registrant's  
Articles of Incorporation (Exhibit 3.1 hereto) and Article XI of the            
Registrant's Bylaws (Exhibit 3.2 hereto) provide for indemnification of the     
Registrant's directors, officers, employees and other agents to the extent and  
under the circumstances permitted by the California Corporations Code. The      

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Registrant has also entered into agreements with its directs and executive      
officers that would require the Registrant, among other things, to indemnify    
them against certain liabilities that may arise by reason of their status or    
service as directors to the fullest extent not prohibited by law.               

EXHIBITS (ITEM 16 OF FORM S-3).                                                 

Exhibits--                                                                      
1.1     --      Form of Underwriting Agreement.*        
3.1     --      Amended Articles of Incorporation.*     
3.2     --      By-Laws.*                               
4.1     --      Form of Servicing Agreement.*           
4.2     --      Form of Trust Agreement.*               
4.3     --      Form of Indenture.*                     
          5.1     --      Opinion of Thacher Proffitt & Wood with respect to
legality.**             
          8.1     --      Opinion of Thacher Proffitt & Wood with respect to
                          certain tax matters (included with Exhibit 5.1).**
           23.1     --      Consent of Thacher Proffitt & Wood (included as part
          of Exhibit 5.1 and Exhibit 8.1).**
24.1     --      Power of Attorney.*                      
    25.1     --      Statement of Eligibility and Qualification of
                         Trustee under the Trust Indenture Act of 1939 for
                  Bankers Trust Company of California, N.A.*

-----------------                                                               
*    Incorporated by reference from Registration Statement on Form S-3 (File No.
333-6637).                                                            
**   Incorporated by reference from Registration Statement on Form S-3 (File No.
333-60707).                                                           

UNDERTAKINGS (ITEM 17 OF FORM S-3).                                             

(a)        The Registrant hereby undertakes:                                    

                   (1) 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;                            

             (ii) To reflect in the prospectus any facts or events
         arising after the effective date of this Registration Statement (or
          the most recent post-effective amendment hereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement; and 

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                 (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 this
Registration Statement;                                   

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the 
information required to be included in a post-effective amendment by those      
paragraphs is contained in periodic reports filed with or furnished to the      
Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities  
Exchange Act of 1934 that are incorporated by reference in this Registration    
Statement.                                                                      

      (2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.                                                          

  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the     
termination of the offering.                                                    

(b) The Registrant hereby undertakes that, for purposes of determining any      
liability under the Securities Act of 1933, each filing of the Registrant's     
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act 
of 1934 that is incorporated by reference in this 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 
initial BONA FIDE offering thereof.                                             

(h) Insofar as indemnification for liabilities arising under the Securities Act 
of 1933 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.                                                                     

(j) The Registrant hereby undertakes to file an application for the purpose of  
determining the eligibility of the trustee to act under subsection (a) of       
Section 310 of the Trust Indenture Act in accordance with the rules and         
regulations prescribed by the Commission under Section 305(b)(2) of the Trust   
Indenture Act.                                                                  

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, IMH
Assets Corp. certifies that it has reasonable grounds to believe that it meets  
all of the requirements for filing on Form S-3, reasonably believes 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 
has duly caused this Registration Statement to be signed on its behalf by the   
undersigned, thereunto duly authorized, in the city of Newport Beach, State of  
California, on the 14th day of November 2000.                                   

        IMH ASSETS CORP.

By     *
                              ----------------------------------
               Name:   Richard Johnson
                                    Title:  Director and Chief Financial Officer

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the    
capacities and on the dates indicated:                                          

                                                        [Enlarge/Download Table]

                     SIGNATURE                              TITLE                        DATE        
                                                                                                     
    *                                            Director and                       November 14, 2000
-----------------------------------------------  President                                           
William Ashmore                                  (Principal Executive                                
                                                 Officer)                                            

    *                                            Director, Chief Financial          November 14, 2000
-----------------------------------------------  Officer and Secretary                               
Richard Johnson                                  (Principal Financial Officer                        
                                                 and Principal Accounting Officer)                   

    *                                            Director                           November 14, 2000
-----------------------------------------------                                                      
Lee Bromiley                                                                                         

*By:    /s/ Richard Johnson                                                     
---------------------------------                                       
Richard Johnson                                                         
Attorney-in-fact pursuant to a power of attorney filed with Registration
Statement No. 333-6637.                                                 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-3’ Filing		Date		First		Last			Other Filings
Changed as of / Corrected on:		4/9/12							None on these Dates
Filed on:		11/14/00		7
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