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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-A
AMENDMENT NO. 1
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) (IRS EMPLOYER IDENTIFICATION NO.)
700 NORTH PEARL STREET, SUITE 2400, LB 342, DALLAS, TX 75201
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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
IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF SECURITIES
PURSUANT TO SECTION 12(b) OF THE EXCHANGE ACT AND IS EFFECTIVE PURSUANT TO
GENERAL INSTRUCTION A.(c), PLEASE CHECK THE FOLLOWING BOX. [ ]
IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF SECURITIES
PURSUANT TO SECTION 12(g) OF THE EXCHANGE ACT AND IS EFFECTIVE PURSUANT TO
GENERAL INSTRUCTION A.(d), PLEASE CHECK THE FOLLOWING BOX. [X]
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
RIGHTS TO PURCHASE
SERIES A PREFERRED STOCK
------------------------
(TITLE OF CLASS)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
This Amendment No. 1 amends the Registrant's registration statement on
Form 8-A dated May 30, 1997 (the "Registration Statement") filed in connection
with the registration of the Registrant's Series A Preferred Stock Purchase
Rights.
This Amendment No. 1 is being filed to amend and restate Item 1 to the
Registration Statement and include as an exhibit to the Registration Statement
the Amendment Number One to Rights Agreement dated as of March 2, 1999 between
the Registrant and The Bank of New York.
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Item 1 of the Registration Statement is hereby amended and restated in
its entirety to read as follows:
On May 28, 1997, the Board of Directors of AMRESCO, INC. (the
"Company") declared a dividend distribution of one Right for each outstanding
share of the Company's common stock, $0.05 par value (the "Common Stock"), to
stockholders of record at the close of business on June 9, 1997. Each Right
entitles the registered holder to purchase from the Company one one-thousandth
(1/1,000) of a share of Series A Preferred Stock, par value $1.00 per share
(the "Preferred Stock"), at a Purchase Price of $125.00 per one one-thousandth
(1/1,000) of a share, subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement (the "Rights Agreement") between the
Company and The Bank of New York, as Rights Agent (the "Rights Agent").
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. The Rights will separate from the Common
Stock upon the earlier of (i) ten (10) business days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired, or obtained the right to acquire, beneficial
ownership of fifteen percent (15%) or more of the outstanding shares of Common
Stock (the "Stock Acquisition Date"), or (ii) ten (10) business days (or such
later date as the Board of Directors shall determine) following the
commencement of a tender or exchange offer that would result in a person or
group beneficially owning fifteen percent (15%) or more of such outstanding
shares of Common Stock. The date the Rights separate is referred to as the
"Distribution Date."
Until the Distribution Date, (i) the Rights will be evidenced by the
Common Stock certificates and will be transferred with and only with such
Common Stock certificates, (ii) new Common Stock certificates issued after June
9, 1997 will contain a notation incorporating the Rights Agreement by
reference, and (iii) the surrender for transfer of any certificates for Common
Stock outstanding will also constitute the transfer of the Rights associated
with the Common Stock represented by such certificates. Pursuant
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to the Rights Agreement, the Company reserves the right to require prior to the
occurrence of a Triggering Event (as defined below) that, upon any exercise of
Rights, a number of Rights be exercised so that only whole shares of Preferred
Stock will be issued.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on June 9, 2007, unless earlier redeemed by the
Company as described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and, thereafter, the separate Rights
Certificates will represent the Rights. Except in connection with shares of
Common Stock issued or sold pursuant to the exercise of stock options under any
employee plan or arrangements, or upon the exercise, conversion or exchange of
securities hereafter issued by the Company, or as otherwise determined by the
Board of Directors, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.
In the event that (i) the Company is the surviving corporation in a
merger or other business combination with an Acquiring Person (or any associate
or affiliate thereof) and its Common Stock remains outstanding and unchanged,
(ii) any person shall acquire beneficial ownership of more than fifteen percent
(15%) of the outstanding shares of Common Stock (except pursuant to (A) certain
consolidations or mergers involving the Company or sales or transfers of the
combined assets, cash flow or earning power of the Company and its subsidiaries
or (B) an offer for all outstanding shares of Common Stock at a price and upon
terms and conditions which the Board of Directors determines to be in the best
interests of the Company and its stockholders), or (iii) there occurs a
reclassification of securities, a recapitalization of the Company or any of
certain business combinations or other transactions (other than certain
consolidations and mergers involving the Company and sales or transfers of the
combined assets, cash flow or earning power of the Company and its
subsidiaries) involving the Company or any of its subsidiaries which has the
effect of increasing by more than one percent (1%) the proportionate share of
any class of the outstanding equity securities of the Company or any of its
subsidiaries beneficially owned by an Acquiring Person (or any associate or
affiliate thereof), each holder of a Right (other than the Acquiring Person and
certain related parties) will thereafter have the right to receive, upon
exercise, Common Stock (or, in certain circumstances, cash, property or other
securities of the Company) having a value equal to two times the Purchase Price
of the Right. Notwithstanding any of the foregoing, following the occurrence of
any of the events described in this paragraph, all Rights that are, or (under
certain circumstances specified in the Rights Agreement) were, beneficially
owned by any Acquiring Person will be null and void. The events described in
this paragraph are referred to as "Flip-in Events."
For example, at a Purchase Price of $125 per Right, each Right not
owned by an Acquiring Person (or by certain related parties or transferees)
following an event set
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forth in the preceding paragraph would entitle its holder to purchase $250
worth of Common Stock (or other consideration, as noted above) for $125.
Assuming that the Common Stock had a per share market price of $50 at such
time, the holder of each valid Right would be entitled to purchase five shares
of Common Stock for $125.
In the event that, at any time following the Stock Acquisition Date,
(i) the Company shall enter into a merger or other business combination
transaction in which the Company is not the surviving corporation, (ii) the
Company is the surviving corporation in a consolidation, merger or similar
transaction pursuant to which all or part of the outstanding shares of Common
Stock are changed into or exchanged for stock or other securities of any other
person or cash or any other property or (iii) more than 50% of the combined
assets, cash flow or earning power of the Company and its subsidiaries is sold
or transferred (in each case other than certain consolidations with, mergers
with and into, or sales of assets, cash flow or earning power by or to
subsidiaries of the Company as specified in the Rights Agreement), each holder
of a Right (except Rights which previously have been voided as set forth above)
shall thereafter have the right to receive, upon exercise, common stock of the
acquiring company having a value equal to two times the Purchase Price of the
Right. The events described in this paragraph are referred to as "Flip-over
Events." Flip-in Events and Flip-over Events are referred to collectively as
"Triggering Events."
The Purchase Price payable, the number and kind of shares covered by
each Right and the number of Rights outstanding are subject to adjustment from
time to time to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preferred Stock, (ii) if
holders of the Preferred Stock are granted certain rights, options or warrants
to subscribe for Preferred Stock or securities convertible into Preferred Stock
at less than the current market price of the Preferred Stock, or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness,
cash (excluding regular quarterly cash dividends), assets (other than dividends
payable in Preferred Stock) or subscription rights or warrants (other than
those referred to in (ii) immediately above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least one percent (1%) of
the Purchase Price. No fractional shares of Preferred Stock are required to be
issued (other than fractions which are integral multiples of one one-thousandth
(1/1,000) of a share of Preferred Stock) and, in lieu thereof, the Company may
make an adjustment in cash based on the market price of the Preferred Stock on
the trading date immediately prior to the date of exercise.
At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of fifty percent (50%) or more
of the outstanding shares of Common Stock, the Board of Directors of the
Company may, without payment of the Purchase Price by the holder, exchange the
Rights (other than Rights owned by such person or group, which will become
void), in whole or in part, for shares of
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Common Stock at an exchange ratio of one-half (1/2) the number of shares of
Common Stock (or in certain circumstances Preferred Stock) for which a Right is
exercisable immediately prior to the time of the Company's decision to exchange
the Rights (subject to adjustment).
At any time until the occurrence of a Flip-in Event, the Company may
redeem the Rights in whole, but not in part, at a price of $0.001 per Right
(payable in cash, shares of Common Stock or other consideration deemed
appropriate by the Board of Directors). Immediately upon the action of the
Board of Directors ordering redemption of the Rights, the Rights will terminate
and the only right of the holders of Rights will be to receive the $0.001
redemption price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends. While the distribution of the Rights
will not be taxable to stockholders or to the Company, stockholders may,
depending upon the circumstances, recognize taxable income in the event that
the Rights become exercisable for Common Stock (or other consideration) of the
Company or for common stock of an acquiring company as set forth above or in
the event that the Rights are redeemed.
Other than those provisions relating to the principal economic terms
of the Rights, any of the provisions of the Rights Agreement may be amended by
the Board of Directors of the Company at any time during the period in which
the Rights are redeemable. At any time when the Rights are no longer
redeemable, the provisions of the Rights Agreement may be amended by the Board
only if such amendment does not adversely affect the interest of holders of
Rights (excluding the interest of any Acquiring Person); provided, however,
that no amendment may cause the Rights again to become redeemable.
A copy of the Rights Agreement, as amended, specifying the terms of
the Rights, the form of Certificate of Designation, Preferences and Rights of
Series A Preferred Stock and the form of Rights Certificate are filed herewith
as Exhibits and are incorporated herein by reference. Copies of the Rights
Agreement, as amended, are also available free of charge from the Rights Agent.
The foregoing description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, as amended.
ITEM 2. EXHIBITS
Item of the Registration Statement is hereby amended by adding the
following new exhibit:
1(a) Amendment No. 1 to Rights Agreement, dated as of March 2, 1999,
by and between AMRESCO, INC. and The Bank of New York, as Rights
Agent.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized.
AMRESCO, INC.
March 2, 1999 By /s/ L. Keith Blackwell
---------------------------------
L. Keith Blackwell
Vice President, General Counsel and
Secretary
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
1 Rights Agreement, dated as of May 28, 1997, by and between
AMRESCO, INC. and The Bank of New York, as Rights Agent,
including exhibits thereto.*
1(a) Amendment No. 1 to Rights Agreement, dated as of March 2,
1999, by and between AMRESCO, INC. and The Bank of New York,
as Rights Agent.
2 Form of Certificate of Designation, Preferences and Rights of
Series A Preferred Stock of AMRESCO, INC. (attached as
Exhibit 1 to the Rights Agreement filed as Exhibit 1
hereto).*
3 Form of Rights Certificate (attached as Exhibit 2 to the
Rights Agreement filed as Exhibit 1 hereto)*
</TABLE>
- --------------
* Previously filed.
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EXHIBIT 1(a)
AMENDMENT NUMBER ONE TO RIGHTS AGREEMENT
AMENDMENT NUMBER ONE dated as of March 2, 1999 to the Rights Agreement
dated as of May 28, 1998 (the "Rights Agreement") between AMRESCO, Inc., a
Delaware corporation (the "Company"), and The Bank of New York, as Rights Agent
(the "Rights Agent").
W I T N E S S E T H
WHEREAS, the parties hereto desire to amend the Rights Agreement in
certain respects;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References.
(a) Unless otherwise specifically defined herein, each term used
herein which is defined in the Rights Agreement has the meaning assigned to
such term in the Rights Agreement. Each reference to "hereof," "hereunder,"
"herein" and "hereby" and each other similar reference and each reference to
"this Agreement" and each other similar reference contained in the Rights
Agreement shall, after this Amendment becomes effective, refer to the Rights
Agreement as amended hereby.
(b) Section 1 of the Rights Agreement is hereby amended by deleting
the definition of "Disinterested Director" contained therein.
SECTION 2. Form of Rights Certificates. Section 4(b) of the Rights
Agreement is hereby amended by deleting the words "the Disinterested Directors
have determined" from clause (iii)(B) thereof.
SECTION 3. Exercise of Rights; Purchase Price; Expiration Date of
Rights. Section 7(e) of the Rights Agreement is hereby amended by deleting the
words "the Continuing Directors have determined" from clause (iii)(B) of the
first sentence thereof.
SECTION 4. Adjustment of Purchase Price; Number and Kind of Shares or
Number of Rights. Section 11 of the Rights Agreement is hereby amended by
replacing the words "a majority of the Disinterested Directors" in subsection
(a)(ii)(A) thereof with the words "the Board of Directors, prior to the public
announcement of such tender or exchange offer," and by replacing each
subsequent instance of the words "Disinterested Directors" in subsection
(a)(ii)(A) thereof with the words "Board of Directors".
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SECTION 5. Consolidation, Merger or Sale or Transfer of Assets or
Earning Power. Section 13(d) of the Rights Agreement is hereby amended by
replacing the reference to Section 11(a)(ii)(B) therein with a reference to
Section 11(a)(ii)(A).
SECTION 6. Redemption and Termination. Section 23(a) of the Rights
Agreement is hereby amended by:
(a) replacing the words "Close of Business on the tenth Business Day
following the Stock Acquisition Date (or, if the Stock Acquisition Date shall
have occurred prior to the Record Date, the Close of Business on the tenth
Business Day following the Record Date)" in the first sentence thereof with the
words "occurrence of a Flip-in Event";
(b) deleting the two provisos and the semicolon immediately preceding
the first proviso from the first sentence thereof;
(c) deleting the second sentence thereof;
(d) deleting the words "or the Disinterested Directors in their sole
discretion, as applicable," from the third sentence thereof; and
(e) deleting the words "or the Disinterested Directors, as applicable"
from the fourth sentence thereof.
SECTION 7. Supplements and Amendments. Section 27 of the Rights
Agreement is hereby amended by:
(a) replacing the words "Prior to the Distribution Date" in the first
sentence thereof with the words "For so long as the Rights are redeemable";
(b) adding the word "may," after the first instance of the word
"Company" in the first sentence thereof;
(c) deleting the proviso and the semicolon preceding such proviso from
the first sentence thereof;
(d) replacing the words "From and after the Distribution Date" in the
second sentence thereof with the words "At any time when the Rights are no
longer redeemable";
(e) replacing the words "in order (i) to cure any ambiguity, (ii) to
correct or supplement any provision contained herein which may be defective or
inconsistent with any other provisions herein, (iii) to shorten or lengthen any
time period hereunder or (iv) to change or supplement the provisions hereunder
in any manner which the Company may deem necessary or desirable and which shall
not" in the second sentence
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thereof with the words "; provided, however, that no such supplement or
amendment may (i)"; and
(f) replacing the first and second proviso and the semicolon preceding
the first proviso in the second sentence thereof with the words "(ii) cause
this Agreement again to become amendable other than in accordance with this
sentence, or (iii) cause the Rights again to become redeemable."
SECTION 8. Determination and Actions by the Board of Directors, Etc.
Section 29 of the Rights Agreement is hereby amended by:
(a) deleting the first and second parenthetical clauses from the
second sentence thereof; and
(b) deleting the second parenthetical clause and the words "or the
Disinterested Directors" from the third sentence thereof.
SECTION 9. Severability. Section 31 of the Rights Agreement is hereby
amended by deleting the second sentence thereof.
SECTION 10. Form of Rights Certificate. Exhibit 2 to the Rights
Agreement is hereby amended by replacing the words "Close of Business (as such
term is defined in the Rights Agreement on the tenth (10th) Business Day
following the Stock Acquisition Date (as such term is defined in the Rights
Agreement) (as such time period may be extended pursuant to the Rights
Agreement)" in subparagraph (i)(a) of the sixth paragraph thereof with the
words "occurrence of a Flip-in Event (as such term is defined in the Rights
Agreement)".
SECTION 11. Summary of Rights to Purchase Preferred Stock. The Summary
of Rights to Purchase Preferred Stock included in Exhibit 3 to the Rights
Agreement is hereby amended by:
(a) replacing the words "a majority of the Disinterested Directors (as
defined below)" in clause (ii)(B) of the first sentence of the sixth paragraph
thereof with the words "the Board of Directors";
(b) deleting the second sentence of the sixth paragraph thereof;
(c) adding a new sentence to the end of the sixth paragraph thereof
that reads as follows:
The events described in this paragraph are referred to as
"Flip-in Events.";
(d) deleting the last sentence of the eighth paragraph thereof;
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(e) inserting two new sentences to the end of the eighth paragraph
thereof that read as follows:
The events described in this paragraph are referred to as
"Flip-over Events." Flip-in Events and Flip-over Events
are referred to collectively as "Triggering Events.";
(f) replacing the words "ten (10) business days following the Stock
Acquisition Date" in the first sentence of the twelfth paragraph thereof with
the words "the occurrence of a Flip-in Event";
(g) deleting the thirteenth paragraph thereof;
(h) replacing the words "prior to the Distribution Date; provided,
that any amendments after the Stock Acquisition Date must be approved by a
majority of the Disinterested Directors" in the first sentence of the fifteenth
paragraph thereof with the words "at any time during the period in which the
Rights are redeemable;"
(i) replacing the words "After the Distribution Date" in the second
sentence of the fifteenth paragraph thereof with the words "At any time when
the Rights are no longer redeemable";
(j) replacing the words "in order to cure any ambiguity, inconsistency
or defect, to make changes which do" in the second sentence of the fifteenth
paragraph thereof with the words "only if such amendment does";
(k) deleting the words "or to shorten or lengthen any time period
under the Rights Agreement" in the second sentence of the fifteenth paragraph
thereof;
(l) by replacing the words "to adjust the time period governing
redemption shall be made at such time as the Rights are not redeemable; and,
provided, that any amendments after the Stock Acquisition Date must be approved
by a majority of the Disinterested Directors" in the second sentence of the
fifteenth paragraph thereof with the words "may cause the Rights again to
become redeemable";
(m) replacing the word "has" in the first sentence of the sixteenth
paragraph thereof with the words "and a copy of Amendment Number One thereto
have";
(n) deleting the words "as an Exhibit to a Registration Statement on
Form 8-A filed on May 30, 1997" from the first sentence of the sixteenth
paragraph thereof;
(o) inserting the words "as amended" after the words "Rights
Agreement" in the second sentence of the sixteenth paragraph thereof; and
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(p) inserting the words "as amended" after the words "Rights
Agreement" in the third sentence of the sixteenth paragraph thereof.
SECTION 12. Governing Law. This Amendment shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes
shall be governed by and construed in accordance with the laws of such State
applicable to contracts made and to be performed entirely within such State.
SECTION 13. Counterparts. This Amendment may be executed in any number
of counterparts and such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and the
same instrument.
SECTION 14. Effectiveness. This Amendment shall become effective upon
execution by each of the parties hereto of a counterpart hereof.
* * * * *
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.
Attest: AMRESCO, INC.
By: By:
-------------------------------- ---------------------------------
Mike McCoy L. Keith Blackwell
Assistant Secretary Vice-President, General Counsel and
Secretary
THE BANK OF NEW YORK
By: By:
-------------------------------- ---------------------------------
Name: James Dimino
--------------------------- Assistant Vice President
Title:
--------------------------
6
