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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 5, 1999
AMRESCO CAPITAL TRUST
(Exact name of Registrant as specified in its Charter)
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TEXAS 1-14029 75-2744858
(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification Number)
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700 North Pearl Street, Suite 2400, Dallas, Texas 75201
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 953-7700
Not applicable
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On August 5, 1999, AMRESCO Capital Trust and Impac Commercial
Holdings, Inc. announced that they had entered into a merger agreement (the
"Merger Agreement"). The press release relating to the Merger Agreement is
attached as Exhibit 99.1 hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
99.1 Press Release, dated August 5, 1999
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: August 5, 1999
AMRESCO CAPITAL TRUST
By: /s/ THOMAS R. LEWIS II
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Name: Thomas R. Lewis II
Title: Vice President and Controller
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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99.1 Press Release, dated August 5, 1999
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EXHIBIT 99.1
AMCT AND ICH ANNOUNCE STOCK-FOR-STOCK MERGER
DALLAS & NEW YORK--Aug. 5, 1999--AMRESCO Capital Trust (Nasdaq: AMCT),
an externally managed Texas real estate investment trust, and Impac Commercial
Holdings, Inc. (Amex: ICH), a Maryland real estate investment trust managed by
Fortress Investment Corp. ("Fortress"), today announced the signing of a
definitive merger agreement. The merger, which is subject to shareholder
approval by both companies, is expected to take place in the fourth quarter.
AMCT will be the surviving entity and each share of ICH will be exchanged for
approximately 0.661 of a share of AMCT, which will result in AMCT shareholders
owning approximately 60 percent of the combined entity and ICH shareholders
owning approximately 40 percent. Based upon AMCT's closing price of $10.00, the
offer values ICH at $6.61 per share, a 12.51 percent premium to ICH's closing
price of $5.875. This transaction is expected to be accretive to both AMCT and
ICH shareholders. The combined company is expected to have pro forma book equity
capitalization of approximately $200 million.
Fortress is expected to purchase approximately 1.5 million shares of
AMCT and the management contract from AMCT's current manager and assume
day-to-day management responsibility for AMCT simultaneous with the consummation
of the merger. Each of the Board of Trust Managers of AMCT and the Board of
Directors of ICH has approved Fortress as the manager of the combined company.
Fortress expects to continue to operate the combined company as a real estate
investment trust.
AMCT was established in 1998 and was formed to pursue opportunities in
acquisition, construction and development lending as well as high-yielding
commercial mortgage-backed securities. ICH was established in 1997 and was
formed to pursue opportunities in the commercial mortgage sector. Fortress is a
real estate investment and asset management company headquartered in New York
with offices in Toronto, London, and Tokyo.
The combined company plans to pursue a similar business plan to the one
employed by AMCT but expects to benefit from the increased capital base and
scale of operations. The combined company will have almost two times the book
value of either AMCT or ICH on a stand-alone basis. Upon consummation of the
merger, a new board will be formed with representatives from AMCT and ICH.
"This transaction is expected to create scale and synergies that if
realized will benefit the shareholders of both companies. We believe that this
is an excellent time to be involved in the U.S. real estate debt markets. The
lack of liquidity which exists in these markets provides significant
opportunities for those with capital," said Wesley R. Edens, chief executive
officer of Fortress and ICH. "Post merger, Fortress will own in excess of 15
percent of the combined company, which creates a strong alignment of interests
between management and the shareholders."
Robert L. Adair III, the current chief executive officer and a current
(and ongoing)
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member of the Board of Trust Managers of AMCT, noted that "the merger provides
AMRESCO Capital Trust with the needed additional capital to execute its business
plan over the next year. In addition, Fortress's management expertise should
enhance the company's ability to access the capital markets over time."
ICH was advised by Banc of America Securities LLC and Jolson
Securities. AMCT was advised by Prudential Securities Incorporated and Deutsche
Bank Alex. Brown.
This press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These forward-looking statements can be
identified by our use of words like "intend" and "goal". We cannot assure you
that our intentions to achieve the scale and synergies described herein by
merging ICH into AMCT and approving the assignment of the AMCT management
contract to Fortress will ever materialize. If our goals and intentions do not
materialize, our actual results could differ materially from those anticipated
in such forward-looking statements.
