As filed with the Securities and Registration No. 333-99597
Exchange Commission on October 8, 2002. Registration No. 333-99597-01
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IRWIN FINANCIAL CORPORATION IFC CAPITAL TRUST VI
(Exact Name of Co-Registrants as Specified in Charters)
INDIANA 35-1286807 DELAWARE APPLIED FOR
(State or Other Jurisdiction of (I.R.S. Employer (State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number) Incorporation or Organization) Identification Number)
500 WASHINGTON STREET
COLUMBUS, IN 47201
(812) 376-1909
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Co-Registrants' Principal Executive Offices)
ELLEN Z. MUFSON
VICE PRESIDENT-LEGAL
500 WASHINGTON STREET
COLUMBUS, IN 47201
(812) 376-1909
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service for
Co-Registrants)
Copies to:
JENNIFER R. EVANS, ESQ. THOMAS C. ERB, ESQ.
JENNIFER DURHAM KING, ESQ. TOM W. ZOOK, ESQ.
VEDDER, PRICE, KAUFMAN & KAMMHOLZ LEWIS, RICE & FINGERSH, L.C.
222 NORTH LASALLE STREET, SUITE 2600 500 N. BROADWAY, SUITE 2000
CHICAGO, ILLINOIS 60601 ST. LOUIS, MISSOURI 63102-2147
(312) 609-7500 (314) 444-7600
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the Registration Statement becomes effective.
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, 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, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-99597 and
333-99597-01
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.[__]
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PRICE PER UNIT OFFERING PRICE FEE(2)
--------------------------- ---------- -------------- -------------- ------
8.70% Cumulative Trust Preferred Securities of IFC
Capital Trust VI.................................... 230,000(1) $25.00 $5,750,000 $529
8.70% Junior Subordinated Debentures due 2032 of Irwin
Financial Corporation(3)(4).........................
Guarantee of Preferred Securities (3)(5)...............
---------------------------
(1) Includes 30,000 of preferred securities which may be sold by the trust
to cover over-allotments.
(2) The registration fee is calculated in accordance with Rule 457(i) and
(n).
(3) This Registration Statement is deemed to cover the 8.70% Junior
Subordinated Debentures due 2032 of Irwin Financial Corporation, the
rights of holders thereof under the Indenture, and the rights of
holders of the preferred securities under the Trust Agreement, the
Guarantee and the Expense Agreement entered into by Irwin Financial
Corporation.
(4) The 8.70% Junior Subordinated Debentures due 2032 will be purchased by
IFC Capital Trust VI with the proceeds of the sale of the preferred
securities. Such securities may later be distributed for no additional
consideration to the holders of the preferred securities upon
dissolution of the trust and the distribution of its assets.
(5) No separate consideration will be received for the Guarantee.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933, AS
AMENDED.
================================================================================
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE PURSUANT TO
GENERAL INSTRUCTION IV OF FORM S-3
This registration statement is being filed with respect to the
registration of (i) additional shares of 8.70% Cumulative Trust Preferred
Securities of IFC Capital Trust VI, a Delaware statutory trust, (ii) additional
8.70% Junior Subordinated Debentures due 2032 of Irwin Financial Corporation, an
Indiana corporation, and (iii) Irwin Financial Corporation's Guarantee of such
Trust Preferred Securities, pursuant to Rule 462(b) under the Securities Act of
1933, as amended (the "Securities Act") and pursuant to General Instruction IV
of Form S-3. In accordance with Rule 462(b), this registration statement
incorporates by reference the contents of the co-registrants' Registration
Statement on Form S-3 (Registration Numbers 333-99597 and 333-99597-01), which
became effective on October 7, 2002.
The required consents and opinions are listed in the Exhibit Index and
filed herewith.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
EXHIBIT
NUMBER DESCRIPTION
------- -----------------------------------------------------------------------
5.1 Opinion of Vedder, Price, Kaufman & Kammholz.
5.2 Opinion of Richards, Layton & Finger, P.A.
8.1 Opinion of Vedder, Price, Kaufman & Kammholz as to certain tax matters.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Vedder, Price, Kaufman & Kammholz (included in opinions
filed as Exhibits 5.1 and 8.1).
23.3 Consent of Richards, Layton & Finger, P.A. (included in opinion filed
as Exhibit 5.2).
24.1 Powers of Attorney (incorporated herein by reference to Exhibit 24.1 to
Irwin Financial Corporation's and IFC Capital Trust VI's Registration
Statement on Form S-3 (File Nos. 333-99597 and 333-99597-01) filed
September 13, 2002).
--------------------------------------------------------------------------------
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, IFC Capital
Trust VI certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Columbus, State of Indiana, on October 8, 2002.
IFC CAPITAL TRUST VI
By: IRWIN FINANCIAL CORPORATION
as Depositor
By: /s/ William I. Miller
---------------------------
William I. Miller
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, Irwin
Financial Corporation certifies that it has reasonable grounds to believe that
it meets all of the requirements of filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Columbus, State of Indiana, on October 8, 2002.
IRWIN FINANCIAL CORPORATION
By: /s/ William I. Miller
---------------------------
William I. Miller
Chairman of the Board
Signature Title Date
--------- ----- ----
/s/ Sally A. Dean*
-------------------------
Sally A. Dean Director October 8, 2002
/s/ Gregory F. Ehlinger
-------------------------
Gregory F. Ehlinger Senior Vice President and Chief October 8, 2002
Financial Officer (Principal
Financial Officer)
/s/ David W. Goodrich*
-------------------------
David W. Goodrich Director October 8, 2002
/s/ John T. Hackett*
-------------------------
John T. Hackett Director October 8, 2002
/s/ William H. Kling*
-------------------------
William H. Kling Director October 8, 2002
/s/ Brenda J. Lauderback*
-------------------------
Brenda J. Lauderback Director October 8, 2002
/s/ John C. McGinty, Jr.*
-------------------------
John C. McGinty, Jr. Director October 8, 2002
/s/ William I. Miller
-------------------------
William I. Miller Director, Chairman of the Board October 8, 2002
(Principal Executive Officer)
/s/ John A. Nash*
-------------------------
John A. Nash Director and President October 8, 2002
/s/ Lance R. Odden*
-------------------------
Lance R. Odden Director October 8, 2002
-------------------------
Theodore M. Solso Director October 8, 2002
/s/ Jody A. Littrell
-------------------------
Jody A. Littrell Vice President and Controller October 8, 2002
(Principal Accounting Officer)
-------------------------
* Filed pursuant to power of attorney
By: /s/ William I. Miller
-----------------------
William I. Miller
EXHIBIT INDEX
-------------
EXHIBIT
NUMBER DESCRIPTION
------- -----------------------------------------------------------------------
5.1 Opinion of Vedder, Price, Kaufman & Kammholz.
5.2 Opinion of Richards, Layton & Finger, P.A.
8.1 Opinion of Vedder, Price, Kaufman & Kammholz as to certain tax matters.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Vedder, Price, Kaufman & Kammholz (included in opinions
filed as Exhibits 5.1 and 8.1).
23.3 Consent of Richards, Layton & Finger, P.A. (included in opinion filed
as Exhibit 5.2).
24.1 Powers of Attorney (incorporated herein by reference to Exhibit 24.1 to
Irwin Financial Corporation's and IFC Capital Trust VI's Registration
Statement on Form S-3 (File Nos. 333-99597 and 333-99597-01) filed
September 13, 2002).