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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 1997
REGISTRATION NO. 333-19591
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 4
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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AMRESCO COMMERCIAL MORTGAGE FUNDING I CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 75-2683929
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
700 NORTH PEARL STREET MICHAEL N. MABERRY
SUITE 2400 C/O AMRESCO COMMERCIAL MORTGAGE FUNDING I CORPORATION
L.B. NO. 342 700 NORTH PEARL STREET
DALLAS, TEXAS 75201 SUITE 2400, L.B. NO. 342
(214) 953-7700 DALLAS, TEXAS 75201
(Address, including zip code, and telephone (214) 953-7700
number, including area code, of registrant's (Name, address, including zip code, and telephone
principal executive offices) number, including area code, of agent for service
with respect to the Registrant)
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Copies to:
DAVID BARBOUR
ANDREWS & KURTH L.L.P.
4400 THANKSGIVING TOWER
DALLAS, TEXAS 75201
(214) 979-4400
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE 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, 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 number of the earlier effective registration statement for the same
offering. [ ]
If delivery of the Prospectus Supplement is expected to be made pursuant to
Rule 434, please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
PROPOSED TITLE OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED UNIT(1) PRICE(1) FEE(2)
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Mortgage Pass-Through
Certificates............... $2,000,000,000 100% $2,000,000,000 $606,060.61
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(1) Estimated solely for the purpose of calculating the registration fee on the
basis of the proposed maximum offering price per unit.
(2) $303.03 of which was previously paid to the Commission on January 10, 1997
in connection with the initial filing of the Registration Statement, and
$605,757.58 of which is due with the filing of this Amendment No. 4 to the
Registration Statement.
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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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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EXPLANATORY NOTE
The purpose of this Amendment No. 4 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.
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PART II
INFORMATION NOT REQUIRED TO BE IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Estimated expenses in connection with the issuance and distribution of the
securities, other than underwriting discounts and commissions*, are as follows:
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Registration Fee -- Securities and Exchange Commission...... $ 606,060.61
Printing and Engraving Expenses............................. 200,000.00
Accounting Fees and Expenses................................ 175,000.00
Legal Fees and Expenses..................................... 500,000.00
Trustee Fees and Expenses................................... 50,000.00
Rating Agency Fees.......................................... 1,000,000.00
Miscellaneous Expenses...................................... 100,000.00
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Total............................................. $2,631,060.61
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* To be provided for each Series of Securities on the cover page of the related
Prospectus Supplement.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under the proposed form of Underwriting Agreement to be filed as Exhibit
1.1 hereto, the Underwriter will be obligated under certain circumstances to
indemnify officers and directors of AMRESCO Commercial Mortgage Funding I
Corporation (the "Company") who sign the Registration Statement, and certain
controlling persons of the Company, against certain liabilities, including
liabilities under the Securities Act of 1933, as amended and the Securities
Exchange Act of 1934, as amended.
The Company's Certificate of Incorporation provides for indemnification of
directors and officers of the Company 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 specified 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 are or were such
directors, officers, employees or agents, against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred in any such action,
suit or proceeding. The Delaware General Corporation Law also provides that the
Registrant may purchase insurance on behalf of any such director, officer,
employee or agent.
The Pooling and Servicing Agreement will provide that no director, officer,
employee or agent of the Company will be liable to the Trust Fund or the
Certificateholders for any action taken or for refraining from the taking of any
action pursuant to the Pooling and Servicing Agreement, except for such person's
own misfeasance, bad faith or gross negligence in the performance of duties. The
Pooling and Servicing Agreement will provide further that, with the exceptions
stated above, any director, officer, employee or agent of the Company will be
indemnified and held harmless by the Trust Fund against any loss, liability or
expense incurred in connection with any legal action relating to the Pooling and
Servicing Agreement or the Certificates, other than any loss, liability or
expense (i) related to any specific Mortgage Loan or Mortgage Loans (except as
any such loss, liability or expense shall be otherwise reimbursable pursuant to
the Pooling and Servicing Agreement), (ii) incurred in connection with any
violation by him or her of any state or federal securities law or (iii) imposed
by any taxing authority if such loss, liability or expense is not specifically
reimbursable pursuant to the terms of the Pooling and Servicing Agreement.
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ITEM 16. EXHIBITS
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EXHIBIT
NUMBER
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1.1 -- Form of Underwriting Agreement(3)
3.1 -- Certificate of Incorporation of the Company(1)
3.2 -- By-Laws of the Company(1)
4.1 -- Form of Pooling and Servicing Agreement(2)
4.2 -- Form of Loan Sale Agreement(2)
5.1 -- Opinion of Andrews & Kurth L.L.P. regarding the legality
of the Certificates(2)
8.1 -- Opinion of Andrews & Kurth L.L.P. regarding tax
matters(2)
23.1 -- Consent of Andrews & Kurth L.L.P. (included as part of
Exhibits 5.1 and 8.1 hereto)(2)
24.1 -- Power of Attorney(1)
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(1) Previously filed with the Commission as an exhibit to the Registrant's Form
S-3 Registration Statement (File No. 333-19591) on January 10, 1997 and
incorporated by reference herein.
(2) Previously filed with the Commission as an exhibit to the Registrant's
Amendment No. 1 to Form S-3 Registration Statement (File No. 333-19591) on
February 24, 1997 and incorporated by reference herein.
(3) Previously filed with the Commission as an exhibit to the Registrant's
Amendment No. 2 to Form S-3 Registration Statement (File No. 333-19591) on
April 7, 1997 and incorporated by reference herein.
ITEM 17. UNDERTAKINGS
(a) The undersigned 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 (the "Securities Act"); (ii) to reflect in the Prospectus any facts
or events arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set
forth in the Registration Statement; (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 the Registration Statement; provided, however, that no such
post-effective amendment shall be required if the information which would
be required by clauses (i) and (ii) is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such posteffective 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 undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange
Act 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 the initial bona fide offering thereof.
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(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 15
above, 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 Securities 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 of whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
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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-3 and has duly caused this Amendment No. 4 to
Registration Statement No. 333-19591 to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Dallas, State of Texas, on
the 6th day of June 1997.
AMRESCO COMMERCIAL MORTGAGE
FUNDING I CORPORATION
By: /s/ MICHAEL N. MABERRY
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Michael N. Maberry
President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 4 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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/s/ ROBERT H. LUTZ, JR.* Director (Chairman of the Board of June 6, 1997
- ----------------------------------------------------- Directors) and Chief Executive
Robert H. Lutz, Jr. Officer (Principal Executive
Officer)
/s/ MICHAEL N. MABERRY President June 6, 1997
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Michael N. Maberry
/s/ BARRY L. EDWARDS* Director, Executive Vice President June 6, 1997
- ----------------------------------------------------- and Chief Financial Officer
Barry L. Edwards (Principal Financial Officer)
/s/ ROBERT L. ADAIR III* Director and Executive Vice June 6, 1997
- ----------------------------------------------------- President
Robert L. Adair III
/s/ RONALD B. KIRKLAND* Vice President and Chief June 6, 1997
- ----------------------------------------------------- Accounting Officer (Principal
Ronald B. Kirkland Accounting Officer)
By: /s/ MICHAEL N. MABERRY
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Michael N. Maberry
Attorney-in-fact
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