<PAGE> 1
As filed with the Securities and Exchange Commission on November 6, 1998.
Registration No. 033-58629
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------
AMRESCO, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 59-1781257
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
700 NORTH PEARL STREET, SUITE 2400,
LB 342, DALLAS, TX 75201
(Address of Principal Executive Offices) (Zip Code)
AMRESCO, INC. 1995 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
L. KEITH BLACKWELL
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
AMRESCO, INC.
700 NORTH PEARL STREET, SUITE 2400,
LB 342, DALLAS, TX 75201
(Name and address of agent for service)
(214) 953-7700
(Telephone number, including area code, of agent for service)
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by AMRESCO, INC. (the "Company" or the
"Registrant") are incorporated by reference into this Registration Statement and
are deemed to be a part hereof from the date of the filing of such documents:
(1) The Company's Annual Report on Form 10-K for its fiscal year
ended December 31, 1997 (filed March 27, 1998; File No. 001-11599).
(2) All reports filed by the Company pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since December 31, 1997.
(3) The description of Common Stock contained in the Company's
Registration Statement on Form 8-A (filed May 30, 1997; File No. 000-08630),
including all amendments or reports filed for the purpose of updating such
description.
(4) All other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered pursuant to
this Registration Statement have been sold or which deregisters all securities
that remain unsold.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the shares of Common Stock being registered hereby has
been passed upon for the Company by L. Keith Blackwell, General Counsel of the
Company. As of October 23, 1998, Mr. Blackwell owned beneficially 32,295 shares
of Common Stock (excluding 12,265 unvested shares allocated under the Company's
restricted stock plan) and held options to purchase 213,275 shares of Common
Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Restated Certificate of Incorporation, as amended (the
"Certificate"), and the Company's Amended and Restated Bylaws (the "Bylaws")
provide that the Company shall indemnify, to the full extent permitted by law,
any person against liabilities arising from their service as directors,
officers, employees or agents of the Company. Section 145 of the General
Corporation Law of the State of Delaware ("DGCL") empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Section 145 also empowers a corporation to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses (including attorney's fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted under similar standards, except
that no indemnification may be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the corporation
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<PAGE> 3
unless, and only to the extent that, the Court of Chancery or the court in which
such action was brought shall determine that despite the adjudication of
liability such person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.
Section 145 further provides that indemnification provided for by
Section 145 shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled, and that the corporation is empowered to
purchase and maintain insurance on behalf of a director or officer of the
corporation against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liabilities under
Section 145.
The Certificate and the Bylaws provide that no director of the Company
shall be personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or
(iv) for any transaction from which the director derived an improper personal
benefit. Any repeal or modification of this provision related to director's
liability shall not adversely affect any right or protection of a director of
the Company existing immediately prior to such repeal or modification. Further,
if the DGCL shall be repealed or modified, the elimination of liability of a
director provided in the Certificate and the Bylaws shall be to the fullest
extent permitted by the DGCL as so amended.
The Company has entered into indemnity agreements (the "Indemnity
Agreements") with certain of its directors and officers (the "Indemnified
Parties"). Under the terms of the Indemnity Agreements, the Company is required
to indemnify the Indemnified Parties against certain liabilities arising out of
their service for the Company or its subsidiaries. The Indemnity Agreements
require the Company (i) to indemnify each Indemnified Party to the fullest
extent permitted by law; (ii) to provide coverage for each Indemnified Party
under the Company's directors and officers liability insurance policy; (iii) to
advance certain expenses incurred by an Indemnified Party; and (iv) to
contribute to the amount of expenses, judgments, fines and settlements paid or
payable by an Indemnified Party when indemnification is unavailable (including
instances in which indemnification is found unlawful by a court of competent
jurisdiction) other than for the reasons expressed in the Indemnity Agreements.
The Indemnity Agreements provide limitations on the Indemnified Party's rights
to indemnification in certain circumstances. The Company may enter into
indemnity agreements providing similar rights to any future director, officer or
key employee of the Company or its subsidiaries.
The Company maintains insurance for its officers and directors which
provides for indemnification of officers and directors. The premiums for such
insurance are paid by the Company.
ITEM 8. EXHIBITS
The exhibits included as part of this Registration Statement are as
follows:
Exhibit Number Description
- -------------- -----------
4(a) The Company's Restated Certificate of Incorporation,
filed as Exhibit 3(a) to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31,
1997, which exhibit is incorporated herein by
reference.
4(b) The Company's Amended and Restated Bylaws effective
as of February 25, 1997, filed as Exhibit 3(b) to the
Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996, which exhibit is
incorporated herein by reference.
4(c)(1) AMRESCO, INC. 1995 Employee Stock Purchase Plan.
5(a)(2) Opinion of Counsel to Registrant.
II-2
<PAGE> 4
23(a)(2) Consent of Counsel to Registrant (contained in the
opinion filed as Exhibit 5(a)).
23(b)(1) Consent of Independent Auditors.
24(a)(2) Power of Attorney (contained in the Company's
Registration Statement Form S-8 (File No. 033-58629)
filed with the Commission on April 14, 1995 with
respect to certain executive officers and directors
of the Company).
- ----------------------------
(1) Filed herewith.
(2) Previously filed.
ITEM 9. 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, 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; (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; and (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 Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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.
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<PAGE> 5
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-8 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on the 28th day of October, 1998.
AMRESCO, INC.
By: /s/ L. KEITH BLACKWELL
----------------------------------
L. Keith Blackwell
Senior Vice President, General
Counsel and Secretary
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes Robert H. Lutz, Jr.
and L. Keith Blackwell, Esq., and each of them, as attorneys-in-fact, to sign in
his name and on behalf individually and in each capacity designated below, and
to file, any amendments, including post-effective amendments, to this
Registration Statement.
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ ROBERT H. LUTZ, JR.* Chairman of the Board and October 28, 1998
- ---------------------------------------- Chief Executive Officer
Robert H. Lutz, Jr.
/s/ ROBERT L. ADAIR III* President, Chief Operating October 28, 1998
- ---------------------------------------- Officer and Director
Robert L. Adair III
/s/ BARRY L. EDWARDS* Executive Vice President, October 28, 1998
- ---------------------------------------- Treasurer and Chief Financial Officer
Barry L. Edwards (Principal Financial Officer)
/s/ RONALD B. KIRKLAND* Chief Accounting Officer October 28, 1998
- ---------------------------------------- (Principal Accounting Officer)
Ronald B. Kirkland
/s/ JAMES P. COTTON, JR.* Director October 28, 1998
- ----------------------------------------
James P. Cotton, Jr.
/s/ RICHARD L. CRAVEY* Director October 28, 1998
- ----------------------------------------
Richard L. Cravey
/s/ GERALD E. EICKHOFF* Director October 28, 1998
- ----------------------------------------
Gerald E. Eickhoff
Director
- ----------------------------------------
Sidney E. Harris
/s/ AMY J. JORGENSEN* Director October 28, 1998
- ----------------------------------------
Amy J. Jorgensen
/s/ BRUCE W. SCHNITZER* Director October 28, 1998
- ----------------------------------------
Bruce W. Schnitzer
*By:/s/ L. KEITH BLACKWELL
------------------------------------
L. Keith Blackwell
Attorney-in-fact
</TABLE>
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<PAGE> 6
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
4(a) The Company's Restated Certificate of Incorporation,
filed as Exhibit 3(a) to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31,
1997, which exhibit is incorporated herein by
reference.
4(b) The Company's Amended and Restated Bylaws effective
as of February 25, 1997, filed as Exhibit 3(b) to the
Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996, which exhibit is
incorporated herein by reference.
4(c)(1) AMRESCO, INC. 1995 Employee Stock Purchase Plan.
5(a)(2) Opinion of Counsel to Registrant.
23(a)(2) Consent of Counsel to Registrant (contained in the
opinion filed as Exhibit 5(a)).
23(b)(1) Consent of Independent Auditors.
24(a)(2) Power of Attorney (contained in the Company's
Registration Statement Form S-8 (File No. 033-58629)
filed with the Commission on April 14, 1995 with
respect to certain executive officers and directors
of the Company).
</TABLE>
- ------------------------
(1) Filed herewith.
(2) Previously filed.
<PAGE> 1
EXHIBIT 4(c)
AMRESCO, INC.
EMPLOYEE
STOCK PURCHASE PLAN
[AMRESCO LOGO]
<PAGE> 2
AN OPPORTUNITY TO PURCHASE AMRESCO, INC.
COMMON STOCK THROUGH PAYROLL DEDUCTIONS
The AMRESCO, INC. 1995 Employee Stock Purchase Plan (the "Plan" or "ESPP")
presents you with the opportunity to acquire stock ownership in AMRESCO, INC.
("AMRESCO"). The Plan provides a way for you to share in the growth and success
of AMRESCO not only as an employee, but also as a shareholder.
The Plan enables you to purchase shares of AMRESCO common stock, par value $.05
per share ("Common Stock"), at a 15% discount through payroll deductions. For as
little as 1% of your salary per pay period, you can invest for the future and
become a shareholder of AMRESCO. In addition, you will save on brokerage fees
and other costs related to purchasing shares of Common Stock of AMRESCO.
AMRESCO has arranged with Smith Barney, Inc., one of the nation's leading
investment firms, to maintain individual employee accounts for those who elect
to participate. Smith Barney will maintain the accounts and mail a statement
following each transaction.
This brochure and the Plan Prospectus will attempt to explain certain material
aspects of the Plan. If you have any additional questions, please contact a
Smith Barney, Inc. representative. You can reach Smith Barney, Inc. toll-free at
1-800-367-4777 (between 9 a.m. and 5 p.m. Eastern Standard Time), or by writing
to:
SMITH BARNEY, INC.
EMSIP DEPARTMENT
388 GREENWICH STREET - 10TH FLOOR
NEW YORK, NEW YORK 10013
Participation by eligible employees is entirely voluntary and AMRESCO will make
no recommendations to its employees regarding participation in the Plan.
DISCOUNT
Under the Plan, shares of Common Stock of AMRESCO are purchased at a 15%
discount from the reported closing price of a share of Common Stock of AMRESCO
on the 15th of the month before the end of the calendar quarter, or on the last
trading day before the 15th. For example, if the closing price was $6, your
purchase price will be $5.10 (85% of $6). Please refer to the Plan Prospectus
for a tax treatment of the discount.
ELIGIBILITY
All actively employed (not on salary continuance) employees of AMRESCO and its
subsidiaries who have attained the age of majority as determined by the laws of
the State of residence are eligible to participate in the Plan. Officers of
AMRESCO, including insiders or affiliates, are also eligible to participate in
the Plan.
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<PAGE> 3
EMPLOYEE'S ACCOUNT WITH SMITH BARNEY, INC.
Smith Barney, Inc. will open and maintain accounts for participants in the Plan,
accept contributions quarterly, and purchase on behalf of AMRESCO employees
whole and/or fractional shares of AMRESCO Common Stock at the discounted price.
AMRESCO will pay all fees to Smith Barney on purchases made through payroll
deductions. Smith Barney commissions and charges in connection with sales or
purchases made other than by payroll deduction will be payable by the employee
who places the order.
OPENING ACCOUNT
An eligible employee who elects to participate in the Plan must open an account
with Smith Barney, Inc. by:
1. Completing the attached authorization for payroll deductions; and
2. Executing the attached purchase order, authorizing Smith Barney
to establish the employee account; and
3. Completing the substitute IRS W-9 form at the bottom of the
purchase order form, which is needed to certify that you are not
subject to backup withholding; and
4. Forwarding all completed forms to the AMRESCO Benefits Department
in Dallas, DAP-22.
DEDUCTION AUTHORIZATION
You may designate from 1% to 10% (in whole percentages) of your "eligible
compensation" to be withheld from your pay. The amount of the deduction may not
exceed $21,250.00 per calendar year (as required by the IRS). All stock amounts
withheld are "after tax." Eligible compensation means base pay, overtime,
bonuses and commissions.
Eligible employees may participate only through payroll deduction. Employees on
approved leave of absence may continue participating in the Plan by making cash
payments to AMRESCO on the normal payday equal to the amount of the normal
payroll deduction had the leave of absence not occurred.
AMRESCO will send to Smith Barney a list of the amounts deducted for each
employee. Smith Barney will maintain the employee accounts by crediting full
and/or fractional shares, mailing statements after each transaction and sending
annual reports, proxy statements and any other material issued by AMRESCO to
each stockholder of one or more shares.
Stock dividends and/or stock splits with respect to shares held in the
employee's account will be credited to the account without charge. Cash
dividends when paid will be automatically reinvested in additional shares of
AMRESCO Common Stock. Shares of stock purchased with cash dividends are not
subject to the 15% discount. At any time, the employee may instruct Smith Barney
to sell a part or all of the full shares and the fractional interest in shares
held in the employee's account. Upon request, Smith Barney will mail to the
employee a check for the proceeds, less the brokerage commission and any
transfer taxes, registration fee or other normal charges which are customarily
paid by sellers of shares. The relationship between Smith Barney and the
employee is the normal relationship of a broker and client. AMRESCO does not
assume any responsibility in this respect. There will be no charge to the
employees for Smith Barney's custody of stock certificates, or in connection
with notices, proxies or other such material.
2
<PAGE> 4
QUESTIONS AND ANSWERS
What is the purpose of the Plan?
The Plan offers employees of AMRESCO and its subsidiaries an inexpensive and
convenient way to purchase AMRESCO Common Stock. Participants purchase shares at
a 15% discount, and AMRESCO pays all fees relating to the purchase of Common
Stock through the Plan. The Plan encourages regular, scheduled investing and is
a means of supplementing your individual investing program.
Is there a guarantee against loss under the Plan?
No. There is no guarantee against loss due to market fluctuations. The investor,
in seeking the benefits of share ownership, must also accept the risks.
How is this Plan different from our 401(k) Plan?
Unlike the 401(k) Plan, your contributions to the Plan are made with after-tax
dollars. Therefore, your contributions to the Plan will not reduce your annual
W-2 income.
Also, unlike the 401(k), you may sell your shares of Common Stock at any time
without paying an early withdrawal penalty. However, the gain or loss you
realize must be reported on your individual income tax return during the year of
sale. The discount portion of your purchase price may be subject to specific tax
treatment depending on how long you owned the shares of Common Stock. Please
refer to the Plan Prospectus or consult a tax professional for details.
When can I join the Plan?
You may enroll the first of the calendar quarter following two months of
employment with AMRESCO or any of its subsidiaries. Payroll deductions will
start as soon as possible after receipt of your enrollment forms by AMRESCO's
Dallas Benefits Department. (Forms must be received by Benefits two weeks prior
to effective date.)
Can I change the amount of my payroll deduction?
Yes. You can increase or decrease the amount of your payroll deduction simply by
notifying the AMRESCO Dallas Benefits Department in writing. A change in your
deduction will not be effective sooner than the next pay period after receipt of
the form by AMRESCO. You may stop contributing to the Plan at any time, however,
you will not be able to re-enroll until after the 1st of the quarter following
the expiration of ninety days after the discontinuance. If you stop deductions
in the middle of the quarter, you may have that quarter's contributions returned
to you by giving written notice to the Dallas Benefits Department. Any payroll
deductions returned because you stop contributing or terminate participation in
the Plan for any reason, will be paid without interest.
(All forms requesting changes, enrollment, re-enrollment or reimbursement of
that quarter's contributions must be in the Dallas Benefits Department by the
15th of the month preceding the quarter.)
How are the shares purchased?
Shares are purchased quarterly and deposited in your Smith Barney account. Smith
Barney will purchase in the open market as many whole and/or fractional shares
of Common Stock as the money deducted from your pay will allow.
How much do I pay for the shares?
Stock prices will fluctuate by the minute depending upon the supply and demand
of the stock. The price you pay will be 85% of the reported sale closing price
on the 15th of the month before the end of the calendar quarter, or on the last
trading day before the 15th. You do not pay any brokerage fees, transfer fees or
other costs for purchases made through the Plan. Exception: Shares purchased
with cash dividends are not subject to the 15% discount.
Are there any transfer restrictions?
Yes. You cannot transfer or pledge your right under the Plan to receive shares
of Common Stock. You may purchase the shares of Common Stock in your name solely
or jointly with your spouse or any other person of legal age. If you wish to
transfer or pledge your shares of Common Stock, you will need to
3
<PAGE> 5
take delivery of your shares of Common Stock. Refer to the Plan Prospectus or
consult a tax professional regarding holding period requirements under the
federal tax laws.
Will I automatically receive certificates when I purchase shares of Common Stock
under the Plan?
No. Certificates for shares of Common Stock purchased under the Plan will be
held by the broker for safekeeping (without charge), but can be delivered to you
upon written request. There is a charge of $15.00 for issuance of the
certificates. The number of shares of Common Stock credited to your account
under the Plan will be shown on your statement of account. This safekeeping
feature protects against loss, theft, or destruction of stock certificates.
Will I have the same rights as any other shareholder of AMRESCO?
Yes. These rights include the right to vote and the right to receive information
generally sent to shareholders, such as the annual report and proxy statement.
May I make additional stock purchases directly with Smith Barney, Inc.?
Yes. You can use Smith Barney, Inc. to purchase additional shares of Common
Stock of AMRESCO outside of the Plan. Simply send your check (minimum $100, no
third party checks) or money order payable to Smith Barney, Inc. with a
transaction Order Form or a written request to purchase shares of Common Stock
of AMRESCO. Please mail your check and form to:
SMITH BARNEY, INC.
388 GREENWICH STREET - 10TH FLOOR
NEW YORK, NEW YORK 10013
ATTN: EMSIP DEPARTMENT
Please write your social security number on your check or money order. You will
receive a discount on brokerage fees for any shares of Common Stock of AMRESCO
purchased or sold through Smith Barney. However, note that purchases of shares
of Common Stock of AMRESCO made other than through Plan payroll deductions will
NOT receive the 15% discount.
What must I do to sell my stock?
If you wish for your order to be executed immediately, just call 1-800-367-4777
and indicate your order. You may be requested to follow-up with a written letter
or a transaction order form (available in the AMRESCO Dallas Benefits
Department).
If you are not concerned with immediate execution of your order, send a
transaction order form or a written request to:
SMITH BARNEY, INC.
388 GREENWICH STREET - 10TH FLOOR
NEW YORK, NEW YORK 10013
ATTN: EMSIP DEPARTMENT
Can I continue in the Plan after I leave AMRESCO?
No. Because shares purchased under the Plan are based on payroll deductions,
your participation in the Plan must be terminated upon your retirement,
resignation, death or other termination of employment, including salary
continuance. However, you may continue to maintain your account with the broker
and make direct purchases if you wish. You will pay the entire cost of each
transaction.
What kind of records do I need to keep for tax purposes?
It is very important to keep all statements that Smith Barney sends to you as
the information on the statements will verify your actual cost of the shares of
Common Stock. When you sell the Common Stock, you will need to know your cost in
order to compute the proper amount of gain or loss on the sale.
Can I name a beneficiary for my ESPP account?
No. The balance of your account would be paid directly to your estate. You do,
however, have the option to open a joint account with right of survivorship with
your spouse or any other person of legal age.
4
<PAGE> 6
EMPLOYEE STOCK PURCHASE PLAN
TERMS AND CONDITIONS
TO: SMITH BARNEY, INC.
I have received a copy of the Prospectus relating to the AMRESCO, INC. 1995
Employee Stock Purchase Plan (the "ESPP" or the "Plan") and I hereby affirm that
I have attained the age of majority in the State in which I reside. I agree that
the following terms and conditions as modified or supplemented by the Plan
Prospectus shall govern the handling of my account by Smith Barney, Inc. under
this purchase order.
1. All provisions of the Constitution, rules and regulations and all
customs and usages of the Exchange or marketplace where transactions
are executed, as from time to time are in effect shall apply.
2. Periodic payments for any account from 1% to 10% of my base pay per pay
period, not to exceed $21,250.00 per calendar year, will be made
through payroll deductions by my employer, for the purchase of common
stock, par value $.05 per share ("Common Stock"), of AMRESCO, INC.
("AMRESCO"). Upon purchase of these shares, full shares and fractional
shares will be allocated to my account on the basis of the discounted
purchase price per share.
3. Purchases other than by payroll deductions may be ordered at any time
by direct remittance to Smith Barney, Inc. Shares so purchased will not
be eligible for the 15% discount. Such purchase orders and sales
initiated and transmitted in writing will be executed at the opening of
the market or as soon as practicable thereafter, on the business day
following receipt of the order. Sell orders transmitted by phone will
be entered for execution immediately.
4. My pro-rata share of stock dividends and stock splits shall be credited
to my account. Cash dividends and proceeds of sales of rights and other
distributions received for my account will be reinvested in additional
shares of Common Stock of AMRESCO unless I notify you to the contrary
in writing. In the absence of receiving timely instructions from me
with respect to tenders or exchanges, you are authorized to tender or
exchange my shares whenever in your opinion it would be in my best
interest to do so.
5. Fees for purchases made through payroll deductions and any reinvested
dividends will be paid by AMRESCO. Commissions on purchases other than
by payroll deductions and on sales will be charged to me at the special
plan rates prevailing at Smith Barney, Inc. at the time of the
transaction.
6. I have the option to revise my payroll deduction within the specified
limits, or withdraw from the Plan by notifying AMRESCO in writing. If I
terminate my payroll deductions, Smith Barney, Inc. shall continue to
maintain the account for a reasonable period of time unless I elect to
close it. I may at any time direct that all or part of the shares be
sold or that a certificate for all or part of the full shares held in
my account be registered in my name and mailed to me subject to the
certificate withdrawal fee. Also, I may deposit in my account any
additional shares of Common Stock of AMRESCO held by me for
safekeeping.
7. Copies of annual reports, proxy statements and any other material
issued to stockholders will be mailed to me provided the balance in my
account is one share or more.
8. In the event you are advised of my death or legal incapacity, my
account will be terminated as to future purchases and any securities
and cash shall be held, pending receipt of instructions and supporting
documents from my legal representative.
9. AMRESCO reserves the right to terminate the Plan and discontinue this
program any time it deems advisable. Smith Barney, Inc. may also
discontinue its services as operating broker for the Plan upon written
notice to me.
SMITH BARNEY, INC.
MEMBER SIPC
388 GREENWICH STREET - 10TH FLOOR
NEW YORK, NEW YORK 10013
5
<PAGE> 7
AMRESCO, INC.
PURCHASE ORDER FORM
To: SMITH BARNEY, INC.
I elect to invest in shares of AMRESCO, INC. common stock, par value $.05 per
share, through payroll deductions. I reserve the right to cancel this order at
any time, without penalty or charge, by notifying you in writing and you may
cancel this order at any time by notifying me in writing. Purchases made before
cancellation notice is received will not be affected by such notice. The terms
and conditions set forth on the back of this folder are a part of this purchase
order.
- --------------------------------------------------------------------------------
Employee Print or Type Full Legal Name (Mrs. Jane A. Doe, not Mrs. John A. Doe)
- --------------------------------------------------------------------------------
If applicable, Print or Type Name of Joint Owner
- --------------------------------------------------------------------------------
Employee Signature
- --------------------------------------------------------------------------------
Signature of Joint Owner. Sign Legal Name (Mrs. Mary K. Doe, not Mrs. John K.
Doe)
- --------------------------------------------------------------------------------
Street Address Apt. No.
- --------------------------------------------------------------------------------
City and State Zip Code
- --------------------------------------------------------------------------------
Citizenship
(If Joint Account, Both Persons Also Sign on Last Page)
SHAREHOLDER INFORMATION
To improve communications between companies and their shareholders, the
Securities and Exchange Commission has adopted rule 14b-1(c) which allows
companies to communicate directly with non-objecting beneficial owners. Under
this rule, unless you object, Smith Barney, Inc. will be required to provide
your name, address and share balance to the company whose security you own. The
Rule prohibits companies from using this information for any purpose other than
communicating directly with you.
Please check this box only if you object to the disclosure of this information.
[ ]
Certification of Tax I.D. Substitute IRS W-9 Form
Please indicate your Social Security or Tax I.D. number
-------------------------
I certify under the penalties of perjury (1) that the number above is my correct
Social Security or taxpayer identification number and (2) that I am not subject
to backup withholding either because I have not been notified by the IRS that I
am subject to backup withholding as a result of failure to report all interest
or dividends, or the IRS has notified me that I am no longer subject to backup
withholding.
- --------------------------------------------------------------------------------
Signature Date
Certification Instructions - You must cross out item (2) above if you have been
notified by the IRS that you are currently subject to backup withholding.
<PAGE> 8
AMRESCO, INC.
EMPLOYEE STOCK PURCHASE PLAN
PAYROLL DEDUCTION AUTHORIZATION
I hereby authorize AMRESCO, INC. ("AMRESCO") to withhold the amount specified
below from my Eligible Compensation. I further authorize AMRESCO to apply the
amounts withheld toward the purchase of shares of AMRESCO, INC. common stock,
par value $.05 per share, under the AMRESCO, INC. Employee Stock Purchase Plan
(the "ESPP"). I understand that this deduction authorization may be increased,
decreased or terminated by me within the ESPP guidelines upon notifying AMRESCO.
% (in whole percentages)
- --------------------------------------------
*Deduction Amount Per Pay Period
*You may authorize a deduction amount of 1% to 10% of your eligible
compensation up to the IRS maximum of $21,250 per calendar year. Eligible
Compensation includes base pay, overtime, bonus and commissions. All ESPP
deductions are "after-tax."
- --------------------------------------------------------------------------------
Employee Name (Print or Type)
- --------------------------------------------------------------------------------
Social Security Number
- --------------------------------------------------------------------------------
Location Work Phone No.
- --------------------------------------------------------------------------------
Employee Signature Date
FOR PAYROLL USE ONLY:
Date of Employment:
----------------------------------------
Date of Entry Into Plan:
-----------------------------------
Entered By: Date:
-------------------------- ----------------
PLEASE RETURN THIS FORM TO THE AMRESCO DALLAS BENEFITS DEPARTMENT, DAP-22
<PAGE> 9
AMRESCO, INC.
1995 EMPLOYEE STOCK PURCHASE PLAN
To open an account, just fill out this form and return to the AMRESCO, INC.
Dallas Benefits Department, DAP-22.
JOINT ACCOUNT WITH RIGHTS OF SURVIVORSHIP
TO: SMITH BARNEY, INC.
In connection with our joint account with rights of survivorship, we confirm
that:
1. In all matters pertaining to the account, you may act upon
instructions from either of us.
2. If both of us reside in a state other than Louisiana or Texas,
upon the death of either of us all securities, funds, and
property in the joint account shall be the sole property of
the survivor.
3. If either of us resides in the state of Louisiana or Texas,
upon the death of either of us all securities, funds, and
property in the joint account shall be divided, with one half
belonging to the survivor and one half belonging to the estate
of the deceased.
- --------------------------------------------------------------------------------
Employee Signature Date
- --------------------------------------------------------------------------------
Signature of Joint Owner Date
<PAGE> 1
EXHIBIT 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Post-Effective Amendment No. 1
to Registration Statement No. 033-58629 of AMRESCO, INC. on Form S-8 of our
report dated February 2, 1998 (except Note 15, which is as of March 11, 1998)
appearing in the Annual Report on Form 10-K of AMRESCO, INC. for the year ended
December 31, 1997.
DELOITTE & TOUCHE LLP
Dallas, Texas
November 2, 1998
