<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
on August 21, 1997
Registration Statement No. 333-30759
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE
AMENDMENT No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
AMRESCO RESIDENTIAL SECURITIES CORPORATION
(Exact name of Registrant as specified in its governing instruments)
-------------------------
DELAWARE 75-2620414
(State of Incorporation)(I.R.S. Employer Identification Number)
700 N. Pearl Street, Suite 2400
Dallas, Texas 75201
(Address of principal executive offices)
(214) 953-7700
-------------------------
L. Keith Blackwell
Vice President, General Counsel and Secretary
AMRESCO, INC.
700 N. Pearl Street, Suite 2400
Dallas, Texas 75201
(214) 953-7700
Fax: (214) 953-7757
-------------------------
Please send copies of communications to:
Michael W. Trickey Joseph V. Gatti, Esq.
Senior Vice President of Finance Arter & Hadden
AMRESCO Residential Credit Corporation 1801 K Street, N.W.,
3401 Centrelake Drive, Suite 480 Suite 400 K
Ontario, California 91761 Washington, D.C. 20006
(909) 605-7600 (212) 775-7100
Fax: (909) 941-7619 Fax: (202) 857-0172
-------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC. From time to time
after the effective date of this Registration Statement as determined by market
conditions and pursuant to Rule 415.
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. [ ]
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. [ ]
Pursuant to Rule 429 of the Securities Act of 1933, the Prospectus filed as part
of this Registration Statement may be used in connection with the securities
covered by Registration Statement No. 333 - 8687.
CALCULATION OF REGISTRATION FEE
-------------------------
<TABLE>
<CAPTION>
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Proposed Maximum Proposed Maximum Amount of (1)(2)
Title of Securities Amount Being Offering Price Aggregate Offering Registration
Being Registered Registered Per Unit* Price Fee
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Mortgage Loan Asset Backed $4,000,000,000 100% $4,000,000,000 $ 1,212,121.22
Certificates
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</TABLE>
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(1) Estimated solely for purposes of calculating the registration fee.
(2) $303.03 of which was previously paid to the Commission on June 24, 1997
connection with the initial filing of the Registration Statement, and
$1,211,818.19 of which is due with the filing of this Amendment No.1 to the
Registration Statement.
-------------------------
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
The purpose of this Amendment No. 1 to the Registration Statement is to
increase the Amount to be Registered set forth on the cover page of the
Registration Statement and to provide the information required under Item 14 of
Part II of the Registration Statement.
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 1. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses in connection
with the issuance and distribution of the Certificates, other than underwriting
discounts and commissions.*
<TABLE>
<S> <C>
Filing Fee for Registration Statement . . . . . . . . . . . . . . $ 1,212,121.22
Legal Fees and Expenses* . . . . . . . . . . . . . . . . . . . . . $ 5,000.00
Accounting Fees and Expenses* . . . . . . . . . . . . . . . . . . $ 2,500.00
Trustee's Fees and Expenses (including counsel fees)* . . . . . . $ 2,500.00
Printing and Engraving Fees* . . . . . . . . . . . . . . . . . . . $ 2,500.00
Blue Sky Fees and Expenses* . . . . . . . . . . . . . . . . . . . $ 0
Rating Agency Fees* . . . . . . . . . . . . . . . . . . . . . . . $ 0
Miscellaneous* . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,500.00
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,227,121.22
</TABLE>
_____________________
* Estimated in accordance with Item 511 of Regulation S-K.
ITEM 2. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The form of Underwriting Agreement to be filed as Exhibit 1.1 hereto,
will provide for indemnification by each Underwriter of any officer, director
or controlling person of the Registrant who becomes subject to liability arising
out of an untrue or alleged untrue statement of a material fact contained in
this Registration Statement, the Prospectus filed herewith or any Preliminary
Prospectus, related Prospectus Supplement or related Preliminary Prospectus
Supplement, or omission or alleged omission, that was made in reliance on
written information provided to the Registrant by such Underwriter.
The Certificate of Incorporation and Bylaws for the Registrant
(Exhibits 3.1 and 3.2 to the Form S-3, Registration No. 33-99346 filed by the
Registrant on November 14, 1995 provide for indemnification of directors and
officers to the full extent permitted by Delaware law. Section 145 of the
Delaware General Corporation Law provides, in substance, that Delaware
corporations shall have the power, under specific circumstances, to indemnify
their directors, officers, employees and agents in connection with actions,
suits or proceedings brought against them by a third party or in the right of
the corporation, by reason of the fact that they were or are such directors,
officers, employees or agents, against expenses incurred in any such action,
suit or proceeding.
The Bylaws also provide that the Registrant may, to the full extent
permitted by law, purchase and maintain insurance on behalf of any corporate
agent against any liability which may be asserted against him.
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<TABLE>
<CAPTION>
ITEM 3. EXHIBITS.
<S> <C>
1.1 -- Form of Underwriting Agreement.(2)
3.1 -- Certificate of Incorporation of AMRESCO Residential Securities
Corporation.(2)
3.2 -- Bylaws of AMRESCO Residential Securities Corporation.(2)
4.1 -- Form of Single Family Pooling and Servicing Agreement.(2)
4.2 -- Form of Multifamily/Commercial Pooling and Servicing Agreement.(2)
4.3 -- Form of Trust Agreement for Debt Securities.(3)
4.4 -- Form of Trust Indenture for Debt Securities.(3)
5.1 -- Opinion of Arter & Hadden regarding the legality of the Certificates.(1)
8.1 -- Opinion of Arter & Hadden regarding tax matters.(1)
8.2 -- Opinion of Arter & Hadden regarding tax matters.(1)
10.1 -- Representative Form(s) of Mortgage Note(s).(2)
10.2 -- Representative Form of Mortgage.(2)
10.10 -- Form of Agreement with Clearing Agency.(2)
23.1 -- Consent of Arter & Hadden (included as part of Exhibit 5.1, 8.1 and 8.2).(1)
24.1 -- Powers of Attorney (included on Page II-4).(1)
24.3 -- Consent of Independent Auditor of Certificate Insurer.(4)
----------------
</TABLE>
(*) Filed herewith.
(1) Previously filed and incorporated by reference from the Registrant's
Registration Statement Number 333-30759.
(2) Previously filed and Incorporated by reference from the Registrant's
Registration Statement Number 33-99346.
(3) Previously filed and Incorporated by reference from the Registrant's
Registration Statement Number 333-8687.
(4) To be filed by post-effective amendment.
ITEM 4. UNDERTAKINGS
A. Undertaking in Respect of Indemnification. Insofar as
indemnification for liabilities arising under the Securities Act of 1933, as
amended (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.
B. Undertaking pursuant to Rule 415.
The undersigned Registrant hereby undertakes:
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(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 acts or events arising
after the effective date of this Registration Statement (or the more
recent post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set
forth in this Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which is
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement;
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (i) and (ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
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.
C. Undertaking pursuant to Rule 430A.
The undersigned Registrant hereby undertakes that:
(1) 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)(l) 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.
(2) For the purpose 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.
[Remainder of Page Intentionally Left Blank]
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant hereby certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Amendment No. 1 to Registration Statement No. 333-30759 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Dallas,
State of Texas, on the 20th day of August, 1997.
AMRESCO RESIDENTIAL SECURITIES CORPORATION
By: Scott J. Reading *
------------------------
Scott J. Reading
Pursuant to the requirements of the Securities Act of 1933, this Amendment No.
1 to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Robert L. Adair, III * Chief Executive Officer and August 20, 1997
---------------------------------- Director
Robert L. Adair, III
/s/ Ronald B. Kirkland Chief Financial Officer and Chief August 20, 1997
---------------------------------- Accounting Officer
Ronald B. Kirkland
M. Katheryn Boyle * Director August 20, 1997
----------------------------------
M. Katheryn Boyle
August 20, 1997
*/s/ Ronald B. Kirkland Attorney-in-Fact
----------------------------------
Ronald B. Kirkland
</TABLE>
<PAGE> 7
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
1.1 -- Form of Underwriting Agreement.(2)
3.1 -- Certificate of Incorporation of AMRESCO Residential Securities
Corporation.(2)
3.2 -- Bylaws of AMRESCO Residential Securities Corporation.(2)
4.1 -- Form of Single Family Pooling and Servicing Agreement.(2)
4.2 -- Form of Multifamily/Commercial Pooling and Servicing Agreement.(2)
4.3 -- Form of Trust Agreement for Debt Securities.(3)
4.4 -- Form of Trust Indenture for Debt Securities.(3)
5.1 -- Opinion of Arter & Hadden regarding the legality of the Certificates.(1)
8.1 -- Opinion of Arter & Hadden regarding tax matters.(1)
8.2 -- Opinion of Arter & Hadden regarding tax matters.(1)
10.1 -- Representative Form(s) of Mortgage Note(s).(2)
10.2 -- Representative Form of Mortgage.(2)
10.10 -- Form of Agreement with Clearing Agency.(2)
23.1 -- Consent of Arter & Hadden (included as part of Exhibit 5.1, 8.1 and 8.2).(1)
24.1 -- Powers of Attorney (included on Page II-4).(1)
24.3 -- Consent of Independent Auditor of Certificate Insurer.(4)
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</TABLE>
(*) Filed herewith.
(1) Previously filed and incorporated by reference from the Registrant's
Registration Statement Number 333-30759.
(2) Previously filed and Incorporated by reference from the Registrant's
Registration Statement Number 33-99346.
(3) Previously filed and Incorporated by reference from the Registrant's
Registration Statement Number 333-8687.
(4) To be filed by post-effective amendment.
