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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):
March 6, 1997
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AMRESCO, INC.
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(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-8630 59-1781257
(Commission File Number) (I.R.S. Employer Identification No.)
700 North Pearl Street
Suite 2400, LB 342
Dallas, Texas 75201-7424
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (214) 953-7700
No Change
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(Former name or former address, if changed since last report)
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Item 7. Exhibits.
Exhibit
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No.
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99.1 Legal Opinion of Haynes and Boone, LLP in respect of offering of
AMRESCO, INC. Senior Subordinated Notes, Series 1997-A due 2004.
SIGNATURE
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.
By: AMRESCO, INC.
By: /s/ Ronald B. Kirkland
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Name: Ronald B. Kirkland
Title: Vice President and
Chief Accounting Officer
Dated: March 6, 1997
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INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
99.1 Legal Opinion of Haynes and Boone, LLP in respect of offering of
AMRESCO, INC. Senior Subordinated Notes, Series 1997-A due 2004.
</TABLE>
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EXHIBIT 99.1
[HAYNES AND BOONE, LLP LETTERHEAD]
March 6, 1997
AMRESCO, INC.
700 North Pearl Street
Suite 2400, LB 342
Dallas, Texas 75201
Re: Registration on Form S-3 of $192,500,000 in aggregate principal
amount of Senior Subordinated Notes, Series 1997-A due 2004.
Gentlemen:
We are special counsel for AMRESCO, INC., a Delaware corporation (the
"Company"), and have acted as such in connection with the registration and sale
under the Securities Act of 1933, as amended (the "Securities Act"), of
$192,500,000 in aggregate principal amount of Senior Subordinated Notes, Series
1997-A due 2004 (the "Notes") pursuant to an Indenture dated as of March 1,
1997 (the "Indenture"), as supplemented by an Officer's Certificate and Company
Order (the "Company Order"), to be entered into between Bank One, Columbus,
N.A. (the "Trustee") and the Company. The Notes are being registered pursuant
to a shelf Registration Statement on Form S-3 (the Registration Statement, as
amended or supplemented, is hereinafter referred to as the "Registration
Statement") filed with the Securities and Exchange Commission under the
Securities Act. Such Registration Statement relates to the sale by the Company
from time to time of its debt and equity securities for an aggregate offering
price of up to $250,000,000. The Notes are being sold pursuant to a Purchase
Agreement (the "Purchase Agreement") to be entered into between the Company and
Piper Jaffray Inc. and the other underwriters named on Schedule I thereto (the
"Underwriters").
We have examined such documents, records and matters of law as we have deemed
necessary for the purpose of this opinion. Based upon the foregoing, and having
due regard for such legal considerations as we deem relevant, we are of the
opinion that when (a) the Indenture and the Company Order have been duly
executed by the parties thereto and (b) and Notes have been duly executed and
delivered by the Company, authenticated by the Trustee and issued in accordance
with the terms of the Indenture and the Purchase Agreement and as contemplated
by the Registration Statement and the relevant Prospectus and Prospectus
Supplement against payment of the consideration therefor, the Notes will be
valid and legally binding obligations of the Company, enforceable in accordance
with their terms except as enforceability may be limited by (1) applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws now or
hereafter in effect affecting the rights of creditors generally, (2) provisions
of applicable law pertaining to the voidability of preferential or fraudulent
transfers and conveyances and (3) the fact that the remedy of specific
performance and injunctive and other forms of equitable relief may be subject
to equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought. In addition, certain other provisions of
the Notes may be unenforceable in whole or in part under the laws (including
judicial decisions) of the State of Texas or the United States of America;
provided, however, that the inclusion
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AMRESCO, INC.
March 6, 1997
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of any such provisions and any limitations imposed by such laws on the
enforceability of the Notes will not affect the validity or enforceability as a
whole of any of the Notes and will not prevent the holders thereof from the
ultimate realization of the practical rights and benefits afforded by such
documents, except for the economic consequences of any judicial, administrative
or other procedural delay which may result from the application of any such
law.
Our opinion is also subject to the effect of general principles of equity,
including (without limitation) concepts of materiality, reasonableness, good
faith and fair dealing and other similar doctrines affecting the enforceability
of agreements generally (regardless of whether considered in a proceeding in
equity or at law).
In rendering the foregoing opinions, we have relied as to certain factual
matters upon certificates of officers of the Company and public officials, and
we have not independently checked or verified the accuracy of the statements
contained therein. We have assumed that, at the time of the authentication and
delivery of the Notes, any resolutions of the Board of Directors authorizing
the issuance and delivery of the Notes will not have been modified or
rescinded, there will not have occurred any change in the law affecting the
authorization, execution, delivery, validity or enforceability of the Notes,
the Registration Statement will remain effective, none of the particular terms
of the Notes will violate any applicable law and neither the issuance and sale
thereof nor the compliance by the Company with the terms thereof will result in
a violation of any agreement or instrument then binding upon the Company or any
order of any court or governmental body having jurisdiction over the Company.
The opinions expressed above are specifically limited to the laws of the State
of Texas, the General Corporation Laws, as amended, of the State of Delaware,
and the federal laws of the United States of America.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 99.1 to this Form 8-K, which is incorporated by
reference into the Registration Statement, and to the reference to us under
the caption "Legal Matters" in the Prospectus and Prospectus Supplement
constituting a part of the Registration Statement.
Very truly yours,
/s/ HAYNES AND BOONE,LLP
Haynes and Boone, LLP
