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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMRESCO, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 59-1781257
(State of incorporation or organization) (IRS Employer Identification No.)
700 NORTH PEARL STREET
SUITE 2400, LB 342
DALLAS, TEXAS 75201-7424
(Address of principal executive offices, including Zip Code)
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant to
General Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered: each class is to be registered:
NONE NONE
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.05 PER SHARE
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Common Stock, par value $.05 per share, of
AMRESCO, INC. (the "Company") found in the Company's Registration Statement on
Form S-3 (No. 333-13823), as amended and including the prospectus to be filed
subsequent to the date hereof pursuant to Rule 424(b) promulgated by the
Securities and Exchange Commission pursuant to the Securities Act of 1933,
under the heading "Description of Capital Stock," is hereby incorporated by
reference.
ITEM 2. EXHIBITS.
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EXHIBIT NO. EXHIBIT
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4.1 Restated Certificate of Incorporation, as amended, filed as Exhibit 3.1 to the
Registrant's Form 10-Q for the quarter ended September 30, 1995, as amended by
Form 10-Q/A No. 1 dated October 25, 1995, which exhibit is incorporated herein by
reference.
4.2 Amended and Restated Bylaws as of May 23, 1994, filed as Exhibit 3(f) to the
Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1995,
which exhibit is incorporated herein by reference.
4.3 First Amended and Restated Revolving Loan Agreement, dated as of April 25, 1996,
among the Company and Other Entities Designated Within as Borrowers and NationsBank
of Texas, N.A. as Agent and NationsBank of Texas, N.A. and Other Entities Designated
Within as Lenders, filed as Exhibit 10(a) to the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 1996, which exhibit is incorporated
herein by reference.
4.4 Specimen Common Stock Certificate filed as Exhibit 4.4 to the Company's Registration
Statement on Form S-3 (No. 33-63683), which exhibit is incorporated herein by
reference.
4.5 Indenture, dated as of November 27, 1995, between the Company and First Interstate
Bank of Texas, National Association in respect of the Company's 8% Convertible
Subordinated Debentures due 2005, filed as Exhibit 4.5 to the Company's Registration
Statement on Form S-3 (No. 33-63683), which exhibit is incorporated herein by
reference.
4.6 Indenture, dated as of January 15, 1996, between the Company and Bank One, Columbus,
N.A., as trustee, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K
dated February 2, 1996, which exhibit is incorporated herein by reference.
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EXHIBIT NO. EXHIBIT
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4.7 Indenture, dated as of July 1, 1996, between the Company and Comerica Bank, as
trustee, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K dated
July 19, 1996, which exhibit is incorporated herein by reference.
4.8 First Supplemental Indenture dated as of April 1, 1996 to Indenture dated as of
November 27, 1995 by and between the Company and First Interstate Bank of Texas,
National Association filed as Exhibit 4.8 to the Company's Registration Statement on
Form S-3 (No. 333-13823), which exhibit is incorporated herein by reference.
4.9 First Amendment to First Amended and Restated Revolving Loan Agreement, dated as of
June 13, 1996, among the Company and Other Entities Designated Within as borrowers
and NationsBank of Texas, N.A. as Agent and NationsBank of Texas, N.A. and Other
Entities Designated Within as Lenders filed as Exhibit 10(a) to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1996, which
exhibit is incorporated herein by reference.
4.10 Officers' Certificate and Company Order dated as of July 19, 1996, establishing the
terms of the Company's Senior Notes, Series 1996-A due 1999, filed as Exhibit 4.2 to
the Company's Current Report on Form 8-K dated July 19, 1996, which exhibit is
incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
AMRESCO, INC.
Date: November 7, 1996 By: /s/ L. KEITH BLACKWELL
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L. Keith Blackwell
Vice President, General Counsel
and Secretary
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