1
As filed with the Securities and Exchange Commission on October 5, 2004
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 2 TO
FORM S-11
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
American Church Mortgage Company
(Exact Name of Registrant as Specified in Governing Instruments)
10237 Yellow Circle Drive
Minnetonka, MN 55343
(952) 945-9455
(Address, Including Zip Code, and Telephone Number, Including Area
Code, of Registrant's Principal Executive Offices)
Philip J. Myers, President
10237 Yellow Circle Drive
Minnetonka, MN 55343
(952) 945-9455
(Name, Address, Including Zip Code, and
Telephone Number, Including Area Code, of Agent For Service)
copies to:
Philip T. Colton, Esq.
Winthrop & Weinstine, P.A.
225 South Sixth Street, Suite 3500
Minneapolis, MN 55402
(612) 604-6400
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this 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, 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 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, please check the following box.
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.
EXPLANATORY NOTE
This Amendment No. 2 to the Registration Statement on Form S-11, filed by
the Registrant on June 28, 2004, is being filed solely to include the Interest
Rate Sheet.
INTEREST RATE SHEET
This is a Supplement to the Prospectus dated October __, 2004
Current Interest Rates for
Series A Secured Investor Certificates
Offered by
American Church Mortgage Company
Effective October __, 2004
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Certificate Term Interest Rate %
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8 Year 5.50%
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9 Year 5.75%
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10 Year 6.00%
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11 Year 6.25%
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12 Year 6.50%
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13 Year 6.75%
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14 Year 7.00%
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15 Year 7.00%
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 36. Financial Statements and Exhibits.
(b) Exhibits:
See attached exhibit index.
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 this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Minnetonka, state of Minnesota, on October 5, 2004.
AMERICAN CHURCH MORTGAGE COMPANY
By /s/ Philip J. Myers
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Philip J. Myers, President
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Philip J. Myers and Scott J. Marquis, or either of them, such person's true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution for such person and in such person's name, place and stead, in
any and all capacities, to sign the Registration Statement on Form S-11 of
American Church Mortgage Company and any and all amendments (including
post-effective amendments) to the Registration Statement, and to file same, with
all exhibits hereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
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.
/s/ Kirbyjon H. Caldwell Director October 5, 2004
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Kirbyjon H. Caldwell
/s/ Dennis J. Doyle Director October 5, 2004
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Dennis J. Doyle
/s/ Michael G. Holmquist Director October 5, 2004
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Michael G. Holmquist
Director, President,
/s/ Philip J. Myers Secretary and Treasurer October 5, 2004
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Philip J. Myers
/s/ Robert O. Naegele, Jr. Director October 5, 2004
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Robert O. Naegele, Jr.
INDEX TO EXHIBITS
Exhibit No. Title
1 Distribution Agreement 1
3.1 Amended and Restated Articles of Incorporation 4
3.2 Third Amended and Restated Bylaws 1
4.1 Specimen Common Stock Certificate 4
4.2 Trust Indenture 1
5 Opinion Letter of Winthrop & Weinstine, P.A. as to the legality of the securities 1
8 Opinion Letter of Winthrop & Weinstine, P.A. as to certain tax matters relating to the 1
securities
10.1 Amended and Restated REIT Advisory Agreement Between the Company and Church Loan Advisory, Inc. 5
dated May 19, 1995
10.2 Amendment No. 1 to Advisory Agreement Between the Company and Church Loan Advisors, Inc. dated 2
January 1, 1999
10.3 Line of Credit Agreement with Beacon Bank dated March 18, 2002 6
10.4 $2,000,000 Promissory Note and Combined Security Agreement between the Company and Beacon Bank 6
dated March 18, 2002
10.5 Security Agreement between the Company and The Herring National Bank, as Trustee 1
12 Statements Regarding Computation of Ratios 1
21 Subsidiaries of the Registrant 3
23.1 Consent of Counsel (included in Exhibit 5 and 8) 1
23.2 Consent of Auditor 1
24 Power of Attorney (included on signature page) 7
25 Statement of Eligibility of Trustee 1
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(1) Incorporated herein by reference to the Company's Registration Statement on
Form S-11/A filed September 29, 2004.
(2) Incorporated herein by reference to the Company's Registration Statement on
Form S-11 filed June 29, 1999 (Commission File No. 333-81819).
(3) None.
(4) Incorporated herein by reference to the Company's Registration Statement on
Form 8-A filed April 30, 1999.
(5) Incorporated herein by reference to the Company's Registration Statement on
Form S-11 filed December 21, 2001
(6) Incorporated herein by reference to the Company's Registration Statement on
Form S-11/A filed April 26, 2002.
(7) Filed herewith.