[DESCRIPTION]DEFINITIVE PROXY STATEMENT
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
AMRESCO, INC.
- -----------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- -----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the amount
on which the filing fee is calculated and state how it was
determined):
--------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or Schedule
and the date of its filing.
(1) Amount Previously Paid:
--------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------
(3) Filing Party:
--------------------------------------------------------------
(4) Date Filed:
--------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 31, 2000
__________________
TO THE STOCKHOLDERS OF AMRESCO, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders (the "Annual Meeting") of AMRESCO, INC. (the
"Company") will be held on the 17th floor of the North Tower of
the Plaza of the Americas, 700 North Pearl Street, Dallas, Texas,
on Thursday, May 31, 2000, at 9:00 a.m., Central Time, for
considering and acting upon:
1. The election of one director for a three-year term;
2. The appointment of Deloitte & Touche LLP as the
Company's independent public accountants for the fiscal
year ending December 31, 2000; and
3. To transact such other business as may
properly come before the Annual Meeting.
Only stockholders of record at the close of business on
April 10, 2000 will be entitled to notice of and to vote at the
Annual Meeting or any adjournment(s) thereof. For a period of at
least ten days prior to the Annual Meeting, a complete list of
stockholders entitled to vote at the Annual Meeting will be open
to examination by any stockholder during ordinary business hours
at the offices of the Company, 700 North Pearl Street, Suite
1900, Dallas, Texas 75201.
Information concerning the matters to be acted upon at the
Annual Meeting is set forth in the accompanying Proxy Statement.
A proxy card is enclosed in the envelope in which these
materials were mailed to you. Please fill in, date and sign the
proxy card and return it promptly in the enclosed postage-paid
return envelope. If you attend the Annual Meeting, you may, if
you wish, withdraw your proxy and vote in person.
A copy of the Annual Report to Stockholders for the fiscal
year ended December 31, 1999 is enclosed.
By Order of the Board of Directors
/s/ L. Keith Blackwell
L. Keith Blackwell
Senior Vice President, General Counsel and Secretary
Dallas, Texas
April 21, 2000
PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY SO THAT YOUR VOTE
MAY BE RECORDED AT THE ANNUAL MEETING IF YOU DO NOT ATTEND
PERSONALLY.
AMRESCO, INC.
PROXY STATEMENT
___________
INTRODUCTION
This Proxy Statement is furnished to stockholders of
AMRESCO, INC., a Delaware corporation (the "Company"), in
connection with the solicitation of proxies by the Company's
Board of Directors for use at the Annual Meeting of Stockholders
to be held at 9:00 a.m., Central Time, on May 31, 2000, on the
17th floor of the North Tower of the Plaza of the Americas, 700
North Pearl Street, Dallas, Texas (the "Annual Meeting"), and at
any adjournment(s) thereof. The Annual Meeting is being held for
the purpose of considering and acting upon:
(1) The election of one director for a three-year term;
(2) The appointment of Deloitte & Touche LLP as the
Company=s independent public accountants for the fiscal
year ending December 31, 2000; and
(3) To transact such other business as may properly come
before the Annual Meeting.
The date of this Proxy Statement is April 21, 2000. This
Proxy Statement is first being mailed to the Company's
stockholders on or about such date.
The Company's principal offices are located at 700 North
Pearl Street, Suite 1900, Dallas, Texas 75201. Its telephone
number is (214) 953-7700.
Voting at the Meeting
Only holders of record of the Company's common stock, par
value $.05 per share (the "Common Stock"), outstanding at the
close of business on April 10, 2000 (the "Record Date") are
entitled to notice of and to vote at the Annual Meeting and at
any adjournment(s) thereof. As of the close of business on the
Record Date, 48,750,156 shares of Common Stock were outstanding
and entitled to vote at the Annual Meeting. Unless otherwise
indicated, all references herein to percentages of outstanding
shares of Common Stock are based on such number of shares
outstanding. Each share of Common Stock is entitled to one vote.
The presence, in person or by proxy, of holders of a
majority of the outstanding shares of Common Stock entitled to
vote is necessary to constitute a quorum at the Annual Meeting.
Abstentions and broker non-votes will be counted in determining
whether a quorum is present. A record holder of shares who
completes and properly signs the accompanying proxy card and
returns it to the Company will have their shares voted as
directed on the proxy card. If a stockholder attends the Annual
Meeting, that stockholder may vote his or her shares by proxy by
delivering a completed proxy card in person or the stockholder
may vote their shares by completing a ballot at the Annual
Meeting. The Company will have ballots available at the Annual
Meeting for stockholders who choose to vote their shares in
person.
Many stockholders hold their shares of Common Stock in
"street name," which means that the shares are registered in
their brokers', banks' or other nominee holders' names rather
than in the stockholders' own names. The street name holder
should provide to those stockholders, along with these proxy
solicitation materials that the Company has provided to the
street name holder, the street name holder's own request for
voting instructions. By completing the voting instruction card,
the stockholder may direct their street name holder how to vote
the stockholder's shares. Alternatively, if a stockholder wants
to vote their street name shares at the Annual Meeting, the
stockholder must contact their broker directly in order to obtain
a proxy issued to the stockholder by their nominee holder. A
broker letter that identifies the stockholder as a stockholder is
not the same as a broker-issued proxy. If the stockholder fails
to bring a nominee-issued proxy to the Annual Meeting, the
stockholder will not be able to vote their nominee-held shares at
the Annual Meeting.
If a stockholder holds shares in street name through a
broker or other nominee, the broker or nominee will not be
permitted to exercise voting discretion with respect to some of
the matters to be acted upon. Thus, if a stockholder does not
give a broker or nominee specific instructions, the shares may
not be voted on those matters and will not be counted in
determining the number of shares necessary for approval. Shares
represented by such "broker non-votes" will, however, be counted
in determining whether there is a quorum present at the Annual
Meeting.
The nominee for director listed herein will be elected by a
plurality of the votes of the shares of Common Stock present, in
person or represented by proxy, at the Annual Meeting. Votes may
be cast in favor or withheld with respect to such proposal. The
affirmative vote of a majority of the shares of Common Stock
represented in person or by proxy and entitled to vote at the
Annual Meeting will be required to approve the appointment of
Deloitte & Touche LLP as the Company's independent public
accountants for the fiscal year ending December 31, 2000 and any
other proposals that properly come before the Annual Meeting.
Abstentions and broker non-votes will have no effect (other than
for quorum purposes) on the election of the nominees for
director. Abstentions on any other proposal will have the same
effect as a vote against such proposal; however, a broker non-
vote with respect to any such proposal will have no effect. An
automated system administered by the Company's transfer agent
will tabulate the votes cast.
All shares of Common Stock represented by properly executed
and unrevoked proxies will be voted at the Annual Meeting in
accordance with the direction on the proxies. If no direction is
indicated, the shares will be voted "for" (i) the election of the
person named under "Election of Director" as the Class I director
of the Company; (ii) the appointment of Deloitte & Touche LLP as
the Company's independent public accountants for the fiscal year
ending December 31, 2000; and (iii) at the discretion of the
proxy holders with regard to any other matter that may properly
come before the Annual Meeting. The Company does not know of any
matters, other than those described in the Notice of Annual
Meeting of Stockholders, which will come before the Annual
Meeting.
A stockholder of the Company who executes and returns a
proxy has the power to revoke it at any time before it is voted.
A stockholder who wishes to revoke a proxy can do so by (i)
executing a later dated proxy relating to the same shares and by
delivering it to the Secretary of the Company prior to the vote
at the Annual Meeting, (ii) giving written notice of the
revocation to the Secretary of the Company prior to the vote at
the Annual Meeting or (iii) appearing in person at the Annual
Meeting and voting in person the shares to which the proxy
relates. All written notices of revocation and other
communications relating to the revocation of proxies should be
addressed as follows: AMRESCO, INC., 700 North Pearl Street,
Suite 1900, Dallas, Texas 75201, Attention: Secretary.
Proxy Solicitation Expenses
The Company will bear the cost of soliciting its proxies,
including the expenses of distributing its proxy materials. In
addition to the use of the mail, proxies may be solicited by
personal interview, telephone or telegram by directors, officers,
employees and agents of the Company who will receive no
additional compensation for doing so. The Company will reimburse
brokers, custodians, nominees and fiduciaries for reasonable out-
of-pocket expenses incurred by them in forwarding proxy materials
to the beneficial owners of the Common Stock held by them as
stockholders of record.
PROPOSAL I B ELECTION OF DIRECTOR
Information Concerning Directors
At the Annual Meeting, stockholders will be asked to elect
one Class I director to serve as a member of the Company's Board
of Directors for a three year term ending at the annual meeting
of stockholders for 2003, or until his successor has been duly
elected and qualified. The Board of Directors recommends that the
Class I nominee named below be elected to serve as a Class I
director. The persons named in the proxy intend to vote the
proxies for the election of the Class I nominee named below. If
the nominee refuses or becomes unable to serve as a director
(which is not anticipated), the persons named as proxies reserve
full discretion to vote for such other person as may be
nominated.
The following table sets forth certain information, as of
March 31, 2000, concerning the nominee for election as a Class I
director and each other director. All positions and offices with
the Company and principal positions with the Company's
subsidiaries held by each such person are also indicated. There
are no family relationships between any of the directors, nor
between any of them and any executive officers of the Company.
For information concerning the directors' ownership of Common
Stock, see "OWNERSHIP OF SECURITIES."
The Class II and Class III directors are not being elected
at this time. Their terms will expire at the annual meeting of
stockholders held in the year indicated below.
<TABLE>
<CAPTION>
Year
Positions with the Company and Principal Director Term Board
Name (Age) Occupation During the Past Five Years Since Expires Comm.
Class I Director
<S> <C> <C> <C> <C>
Bruce W. Schnitzer Mr. Schnitzer serves as a director of the 1993 2000 (1)(3)
(55) Company. Mr. Schnitzer also serves as Chairman
of Wand Partners Inc., an investment advisory
company (since 1987); Director of Penncorp
Financial Group, Inc., a holding company of
primarily insurance companies (since 1990);
and Director of Nestor, Inc., a software and
technology company (since 1994).
Class II Directors
James P. Cotton, Jr. Mr. Cotton serves as a director of the 1993 2001 (2)
(61) director of the Company. Mr. Cotton also
serves as Chairman of the Board of USBA
Holdings, Ltd. (since 1990) and [email protected],
Inc. (since 1999). Both companies provide products
and services to financial institutions.
Amy J. Jorgensen Ms. Jorgensen serves as a director of the 1995 2001 (2)(4)
(46) Company. Ms. Jorgensen also serves as
Managing Director of Greenbriar Associates
LLC, which provides advice and executes
transactions relating to real estate assets
and companies (since 1995), and as President
of the Jorgensen Company, an investor in real
estate and a consultant for real estate
strategy and finance.
Class III Directors
Richard L. Cravey Mr. Cravey serves as a director of the 1993 2002 (1)(3)
(55) Company and as its Chairman of the Board
of Directors (since March 31, 2000). Mr.
Cravey also holds the following positions:
Founder and Managing Director of Cravey,
Green & Wahlen Incorporated, a private risk
capital investment firm (since 1985), its
investment management affiliate, CGW
Southeast Management Company (since 1991) and
its affiliates, CGW Southeast I, Inc. (the
general partner of CGW Southeast Partners I,
L.P.) and CGW Southeast II, Inc. (the general
partner of CGW Southeast Partners II, L.P.)
(since 1991); and Director of Cameron Ashley
Building Products, Inc., a national distributor
of home building products (since 1994).
Robert H. Lutz, Jr. Mr. Lutz serves as President (since March 31, 1994 2002 (1)
(50) 2000) and Chief Executive Officer of the Company
(since May 1994). Mr. Lutz previously served as
Chairman of the Board of the Company (May 1994
to March 31, 2000) Mr. Lutz also served as a
director of Bristol Hotel Company (1995 to July
1998) until it merged into FelCor Lodging Trust
for whom he presently serves as a director.
</TABLE>
(1) Member of the Executive Committee
(2) Member of the Audit Committee
(3) Member of the Compensation Committee
(4) Member of the Stock Option and Bonus Committee
Board of Directors and Standing Committees
The business of the Company is managed under the direction
of the Board of Directors. The Board of Directors meets on a
regularly scheduled basis during its fiscal year to review
significant developments affecting the Company and to act upon
matters requiring Board approval. It holds special meetings when
an important matter requires Board action between scheduled
meetings. The Board of Directors held 18 meetings during 1999.
All directors attended at least 75% of the total number of
meetings of the Board and committees on which they served.
Messrs. Adair, Eickhoff and Harris resigned from the Board on
March 31, 2000, March 3, 2000 and November 9, 1999, respectively.
The Board of Directors has an Executive Committee, an Audit
Committee, a Compensation Committee and a Stock Option and Bonus
Committee. Members of these committees generally are elected
annually at the regular meeting of the Board of Directors
immediately following the Annual Meeting.
The Executive Committee consists of Messrs. Cravey
(Chairman), Lutz and Schnitzer. Subject to certain limitations
specified by the Company's Bylaws and the Delaware General
Corporation Law, the Executive Committee is authorized to
exercise the powers of the Board of Directors when the Board is
not in session. The Executive Committee did not meet during
1999.
The Audit Committee consists of Ms. Jorgensen and Mr.
Cotton. Mr. Eickhoff served as Chairman of this committee until
his resignation from the Board. The Audit Committee held two
meetings during 1999. The functions of the Audit Committee
include recommending to the Board of Directors which firm of
independent public accountants should be engaged by the Company
to perform the annual audit, consulting with the Company's
independent public accountants with regard to the audit plan,
reviewing the presentation of the Company's financial statements,
reviewing and considering the observations of the independent
public accountants concerning internal control and accounting
matters during their annual audit, approving certain other types
of professional services rendered by the independent public
accountants and considering the possible effects of such services
on the independence of such public accountants.
The Compensation Committee consists of Messrs. Cravey and
Schnitzer. Dr. Harris also served on this committee until his
resignation from the Board. This committee held no meetings
during 1999. The functions of the Compensation Committee include
making recommendations to the Board regarding compensation for
executive officers of the Company and its subsidiaries.
The Stock Option and Bonus Committee consists of Ms.
Jorgensen. This committee held one meeting during 1999. The
function of the Stock Option and Bonus Committee is to determine,
subject to the restrictions set forth in the stock option and
award plans, the individuals to whom awards and options will be
granted and the terms of such awards and options.
The Company does not have a nominating or other standing
committee. The functions customarily attributable to a nominating
committee are performed by the Board of Directors as a whole. The
Company will consider director nominee recommendations submitted
by stockholders. Recommendations should be submitted, in
writing, to AMRESCO, INC., Attn: Investor Relations, 700 North
Pearl Street, Suite 1900, Dallas, Texas 75201.
(balance of page intentionally left blank)
OWNERSHIP OF SECURITIES
The following table sets forth certain information, as of
March 31, 2000, regarding the Common Stock owned by: (i) each
person who is known by management to be the beneficial owner of
more than 5% of the Common Stock as of such date; (ii) the
Company's directors; (iii) the Company's Chief Executive Officer
and each of the Company's four other most highly compensated
executive officers for fiscal 1999; and (iv) all directors and
executive officers of the Company as a group. Except as
otherwise indicated, all shares shown in the table below are held
with sole voting and investment power.
Amount and
Nature of Percent of
Beneficial Class
Name of Beneficial Owner Ownership
Dimensional Fund Advisors 2,693,900 (1) 5.53
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
Robert L. Adair III 417,899 (2) *
James P. Cotton, Jr. 202,565 (3) *
Richard L. Cravey 293,252 (4) *
Barry L. Edwards 169,331 (5) *
Mark D. Gibson 100,304 (6) *
Harold E. Holliday, Jr. 123,470 (7) *
Amy J. Jorgensen 15,762 (8) *
Robert H. Lutz, Jr. 524,701 (9) 1.1
Bruce W. Schnitzer 131,762 (10) *
All executive officers and directors as
a group (a total of 11 persons) 2,528,787 (11) 2.2
* Less than 1%
(1)Information included herein is based solely on information
obtained from securities ownership reports prepared and filed
with the Securities and Exchange Commission.
(2)Includes options which were exercisable within sixty days to
purchase 129,110 shares. Mr. Adair resigned from the Company
on March 31, 2000.
(3)Includes options which were exercisable within sixty days to
purchase 8,762 shares and 3,000 restricted shares with respect
to which he has voting rights.
(4)Includes options which were exercisable within sixty days to
purchase 8,762 shares, 3,000 restricted shares with respect
to which he has voting rights and 283,680 shares owned by CGW
Southeast I, Inc. and CGW Southeast II, Inc. as to which
Mr. Cravey serves as an officer. Mr. Cravey disclaims
ownership of a further 412,504 shares owned by such
corporations.
(5)Includes options which were exercisable within sixty days to
purchase 121,559 shares. Mr. Edwards resigned from the
Company on March 31, 2000.
(6)Includes options which were exercisable within sixty days to
purchase 78,474 shares. Mr. Gibson resigned from the Company
on March 17, 2000.
(7)Includes options which were exercisable within sixty days to
purchase 99,763 shares. Mr. Holliday resigned from the
Company on March 31, 2000.
(8)Includes options which were exercisable within sixty days to
purchase 8,762 shares and 3,000 restricted shares with
respect to which she has voting rights.
(9)Includes options which were exercisable within sixty days to
purchase 424,638 shares and 35,357 restricted shares with
respect to which he has voting rights.
(10)Includes options which were exercisable within sixty
days to purchase 116,572 shares and 3,000 restricted shares
with respect to which he has voting rights.
(11)Includes options which were exercisable within sixty
days to purchase 1,194,947 shares and 90,828 restricted
shares with respect to which they have voting rights.
MANAGEMENT AND REMUNERATION
Executive Officers
Set forth below are the names and ages of all executive
officers of the Company as of March 31, 2000. All positions and
offices with the Company and principal positions with the
Company's subsidiaries held by each such person are also
indicated. There are no family relationships between any such
officers or between any such officers and any directors.
Officers generally are elected annually for one year terms or
until their successors are elected and qualified. All executive
officers are United States citizens.
Name (Age) Position with the Company and Principal
Occupation During the Past Five Years
Robert H. Lutz, Jr.* Mr. Lutz serves as President and Chief
(50) Executive Officer of the Company (since
March 31, 2000) and previously served as
Chairman of the Board of the Company (from
May 1994 to March 31, 2000).
Jonathan S. Pettee Mr. Pettee serves as Executive Vice
(41) President and Chief Financial Officer of the
Company (since March 31, 2000). Mr. Pettee
also serves as President and Chief Operating
Officer of AMRESCO Capital Trust and AMREIT
Managers, L.P. (since November 1998). From
1996 to 1998, Mr. Pettee was responsible for
mortgage product development, capital
raising and management of a non-investment
grade portfolio of commercial backed
securities for the Company. From 1995 to
1996, Mr. Pettee served as Managing Director
for BBC Investment Advisors.
L. Keith Blackwell Mr. Blackwell serves as Senior Vice
(59) President (since February 1998), General
Counsel and Secretary (since January 1994)
of the Company and previously served as Vice
President of the Company (February 1996 to
February 1998).
Randolph E. Brown Mr. Brown serves as President - Commercial
(39) Finance of the Company (since February 1998)
and previously served as a Senior Vice
President or a Vice President of the Company
(April 1995 to February 1998) and as the
Director or Business Development Coordinator
- Portfolio Acquisitions (March 1993 to
April 1995).
* Mr. Lutz is a director of the Company. For additional
information concerning Mr. Lutz, see "ELECTION OF DIRECTOR -
Information Concerning Directors."
On March 17, 2000, Mr. Mark D. Gibson (Executive Managing
Director - Holldiay Fenoglio Fowler L.P.) and Mr. Douglas R.
Urquhart (President - Asset Management) resigned from the
Company. On March 31, 2000, Mr. Robert L. Adair III (President
and Chief Operating Officer), Mr. Barry L. Edwards (Executive
Vice President and Chief Financial Officer) and Mr. Harold E.
Holliday (President - Commercial Mortgage Banking) resigned from
the Company.
Executive Compensation Summary
The following table provides certain summary information
concerning compensation paid by the Company and its subsidiaries
during each of the last three fiscal years of the Company to or
on behalf of Mr. Lutz, the Company's Chief Executive Officer, and
each of the four other most highly compensated executive officers
of the Company:
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation Long Term Compensation
Name Restricted Securities
and Stock Underlying All Other
Principal Position Year Salary Bonus Award(s)(1) Options(#) Compensation
<S> <C> <C> <C> <C> <C> <C>
Robert H. Lutz, Jr. 1999 $650,016 - $ - - $ 8,550 (2)
Chairman of the Board 1998 650,016 - 694,324 267,386 23,250 (2)
and Chief Executive 1997 650,016 1,200,000 441,722 131,445 84,693 (2)
Officer
Robert L. Adair III 1999 447,200 - - - 4,800 (3)
President and Chief 1998 426,504 - 543,384 200,540 16,545 (3)
Operating Officer 1997 415,992 600,000 282,722 87,630 56,045 (3)
Barry L. Edwards
Executive Vice 1999 317,200 - - - 4,800 (4)
President and Chief 1998 301,242 - 543,384 133,693 9,757 (4)
Financial Officer 1997 284,448 550,000 182,055 73,025 39,336 (4)
Mark D. Gibson 1999 400,000 234,048 - - 1,094,924 (5)
Executive Managing Director- 1998 375,000 - 101,959 100,270 875,068 (5)
Holliday Fenoglio Fowler 1997 200,000 - 150,938 73,025 751,250 (5)
L.P.
Harold E. Holliday, Jr. 1999 327,600 104,868 - - 4,800 (6)
President - Commercial 1998 311,250 - 301,880 133,693 9,338 (6)
Mortgage Banking 1997 293,748 315,000 140,218 91,281 37,275 (6)
</TABLE>
(1)Amounts shown in the table represent the fair market value of
the restricted stock on the date of grant. At December 31,
1999, Messrs. Lutz, Adair, Edwards, Holliday and Gibson had
45,814, 32,063, 27,294, 7,052 and 14,233 shares of restricted
stock, respectively, and, based upon the then stock price of
$1.4062 per share, such shares of restricted stock had a
value of $62,424, $45,087, $38,381, $9,917 and $20,014,
respectively. All restricted stock granted in respect of 1998
will vest on February 24, 2001. All restricted stock granted
prior to 1998 vests twenty percent (20%) on the first,
second, third, fourth and fifth anniversary of the date of
grant provided such individuals are then employed by the
Company. In the event that dividends are paid on the Common
Stock, such dividends would be payable on such shares of
restricted stock.
(2)For 1999, consists of $3,750 paid by the Company in
connection with the purchase of shares of Common Stock under the
AMRESCO, INC. Employee Stock Purchase Plan (the "Stock Purchase
Plan") and $4,800 contributed by the Company to 401(k) and
retirement savings programs under the AMRESCO, INC. Retirement
Savings and Profit Sharing Plan and Trust (the "Retirement
Savings Plan").
For 1998, consists of $3,750 under the Stock Purchase Plan and
$19,500 under the Retirement Savings Plan.
For 1997, consists of $4,412 under the Stock Purchase Plan
and $80,281 under the Retirement Savings Plan.
(3)For 1999, consists of $4,800 under the Retirement Savings Plan.
For 1998, consists of $3,750 under the Stock Purchase Plan
and $12,795 under the Retirement Savings Plan. For 1997,
consists of $4,013 under the Stock Purchase Plan and $52,032
under the Retirement Savings Plan.
(4)For 1999, consists of $4,800 under the Retirement Savings Plan.
For 1998, consists of $720 under the Stock Purchase Plan and
$9,037 under the Retirement Savings Plan.
For 1997, consists of $3,183 under the Stock Purchase Plan and
$36,153 under the Retirement Savings Plan.
(5)For 1999, consists of commissions of $1,087,124 and $4,800
under the Retirement Savings Plan.
For 1998, consists of commissions of $835,018 and $40,050
under the Retirement Savings Plan.
For 1997, consists of commissions of $720,829, $3,750 under
the Stock Purchase Plan and $26,671 under the Retirement
Savings Plan.
(6)Consists of amounts contributed or paid under the Retirement
Savings Plan for the years 1999, 1998 and 1997, respectively.
Option Grants During 1999 Fiscal Year
There were no option grants during the 1999 fiscal year.
Option Exercises and Fiscal Year-End Values
The following table shows for the Company's Chief Executive
Officer and the other executive officers named in the Summary
Compensation Table, the number of shares acquired upon the
exercise of options during 1999, the amount realized upon such
exercise, the number of shares covered by both exercisable and
non-exercisable stock options as of December 31, 1999 and the
values for "in-the-money" options, based on the positive spread
between the exercise price of any such existing stock options and
the year-end price of the Common Stock.
<TABLE>
<CAPTION>
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
Shares
Acquired on Number of Securities
Exercise of Value Underlying Unexercised Value of Unexercised In-the-Money
Name Options Realized Options at December 31, 1999 Options at December 31, 1999 (1)
Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Robert H. Lutz, Jr. - $ - 398,349 266,487 $ - -
Robert L. Adair III - - 129,110 177,958 - -
Barry L. Edwards - - 263,676 121,559 - -
Harold E. Holliday, Jr. - - 99,763 125,211 - -
Mark D. Gibson - - 63,869 109,426 - -
</TABLE>
(1)Since the December 31, 1999 stock price of $1.4062 per share
was less than the exercise price of any such options, there
were no "in-the-money options."
Employment Agreement with Chief Executive Officer
The Board of Directors appointed Mr. Lutz as the Chief
Executive Officer of the Company, effective May 31, 1994,
pursuant to a three year employment agreement. At its meeting
held on May 28, 1997, the Board of Directors extended Mr. Lutz's
employment agreement for an additional three year period. The
agreement provides that Mr. Lutz will receive an annual salary of
at least $650,000 and be eligible to participate in the Company's
bonus plans in effect from time to time. If the Company
terminates Mr. Lutz's employment without cause, or if he
terminates his employment because of a breach by the Company, he
will be entitled to continue to receive his base salary for the
remainder of the term of the agreement. Mr. Lutz has the right
to terminate his employment for any reason upon thirty days
notice to the Company. The Company may terminate Mr. Lutz's
employment for "cause" with no further obligations. "Cause" is
defined in the employment agreement as (i) gross neglect of
duties thereunder, (ii) willful misconduct or purposeful actions
which directly result in material injury to the Company or
(iii) indictment for a felony. Mr. Lutz will be subject to
certain restrictions on his ability to compete with or solicit
clients from the Company for one year from the date of
termination of his employment by the Company for cause or if he
terminates his employment for any reason other than a breach by
the Company. No stock options or other stock awards were awarded
to Mr. Lutz in connection with the extension of his employment
agreement.
Change of Control Arrangements
As of December 31, 1999, there were agreements between the
Company and Messrs. Lutz, Adair, Edwards and certain other
officers of the Company (each such agreement being sometimes
referred to herein as a "Severance Compensation Agreement"),
which agreements provide for compensation arrangements relating
to the occurrence of a change of control of the Company. The
term of each Severance Compensation Agreement expires April 30,
2001, subject to automatic extension from year to year unless (i)
there has been no change of control and (ii) no fewer than thirty
days prior to April 30, 2001 or the appropriate April 30
thereafter, the Company has given a notice that it does not wish
to extend the Severance Compensation Agreement. The Severance
Compensation Agreement requires the Company to pay to the
officer, if his employment is terminated within a two year period
following a change of control (other than by reason of
disability, retirement, voluntary resignation or by the Company
for cause), a sum equal to three times the officer's annual
compensation for the calendar year immediately preceding the
calendar year in which the termination of employment occurs, or
such officer's total compensation for the three calendar years
ended immediately preceding the calendar year in which the
termination occurs, whichever is greater. The Severance
Compensation Agreement also provides that (i) all stock options
then held by the officer will immediately become exercisable and
the officer will become 100% vested in all shares of restricted
stock held by or for benefit of the officer notwithstanding any
provision to the contrary in any stock option agreement or
restricted stock agreement, (ii) the officer's right to exercise
any previously unexercised options under any stock option
agreement will not terminate until the latest date on which the
option granted under such agreement would expire under the terms
of such agreement but for the officer's termination of employment
and (iii) the Company will continue to provide the officer with
medical/dental and related benefits and long-term disability
benefits equal to the benefits in effect for the officer at the
time of the change of control, at the same cost to the officer as
the cost, if any, charged to the officer for those benefits prior
to the termination of employment. The Company is required to
provide such medical/dental and related benefits for the period
from the officer's termination of employment until the earlier of
three years from the date of termination of employment or the
date the officer obtains employment which provides him with
comparable medical/dental and related benefits and/or long term
disability benefits.
As of December 31, 1999, the Company had a letter agreement
with Mr. Holliday, in which it agreed that in the event it
becomes imminent that there will be a change of control of the
Company, such person would be granted a three year employment
agreement providing for a base salary equal to such person's then
base salary, employee benefits comparable to those being provided
to other senior management, a yearly bonus determined in
accordance with the formula and guidelines then applicable to
such person and participation in then existing stock option and
restricted stock plans then being provided for other senior
management. Further, such letter agreement provides that in the
event such person's employment is terminated after a change of
control of the Company, such person will receive a lump sum
payment equal to the sum of the base salary payable through the
remaining term of the agreement and the aggregate amount of
yearly cash bonuses payable through the remaining term of the
agreement, assuming the yearly cash bonus would be equal to the
most recent yearly cash bonus paid to such person.
Compensation Committee Report on Executive Compensation
Decisions on compensation of the Company's executive
officers generally are made by the Compensation Committee of the
Board of Directors. During 1999, Messrs. Richard L. Cravey and
Bruce W. Schnitzer served on the Compensation Committee. Dr.
Sidney E. Harris also served on the Compensation Committee during
1999 until his resignation from the Board on November 9, 1999.
No member of the Compensation Committee was employed by the
Company during 1999. All decisions by the Compensation Committee
relating to the compensation of the Company's executive officers
are reviewed by the full Board of Directors, except for decisions
about awards under the Company=s stock option and award plans
which are made solely by the Stock Option and Bonus Committee.
The following addresses the Company's executive officer
compensation policies for 1999.
General. The Company's compensation program is designed to
enable the Company to attract, motivate and retain high quality
senior management by providing a competitive total compensation
opportunity based on performance. To this end, the Company
provides for competitive base salaries, annual variable
performance incentives payable in cash for the achievement of
financial performance goals and long-term stock-based incentives
which strengthen the mutuality of interests between senior
management and the Company's stockholders.
The Company's stock option and award and incentive
compensation plans are intended to qualify as "performance based"
compensation under Section 162(m) of the Code, which compensation
is not subject to the $1,000,000 cap. Nevertheless, not all
compensation that will be received by executive officers of the
Company will qualify as "performance based" compensation. For
example, base salary is never performance based. As a result, it
is possible that the value of salary, such restricted stock
awards and other non-qualifying compensation, could cause an
executive officer's compensation to exceed the $1,000,000 cap on
deductibility in any particular year.
Salaries. Mr. Lutz's salary through May 2000 is provided
for in an employment agreement that was negotiated on an arms-
length basis between the Company and him prior to his employment.
The Company utilized the services of a nationally-recognized
executive recruiting firm to assist in the identification and
engagement of Mr. Lutz. The compensation package provided for in
Mr. Lutz's employment agreement reflects the advice of such
recruiting firm with respect to the compensation package required
to secure the services of an individual with the background and
experience of Mr. Lutz, as well as the compensation paid to top
executives of other public companies. The executive recruiting
firm that assisted in the hiring of Mr. Lutz did not identify in
its report the public companies used in its analysis. The
material terms of Mr. Lutz's employment agreement are described
above under the caption "Employment Agreement with Chief
Executive Officer."
Salaries of other executive officers of the Company were
determined based upon the level of responsibility, time with the
Company, contribution and performance of the particular executive
officer. Evaluation of these factors was subjective, and no
fixed or relative weights were assigned to the factors
considered.
Option and Restricted Stock Grants. The Company uses grants
of stock options and restricted stock to its key employees and
executive officers to closely align the interests of such
employees and officers with the interests of its stockholders.
The Company's stock option and award plans are administered by
the Stock Option and Bonus Committee, which determines the
persons eligible, the number of shares subject to each grant, the
exercise price of options thereof and the other terms and
conditions of the option or restricted stock.
Options granted under the stock option and award plans
generally have an exercise price equal to 100% of the market
price of the Common Stock on the date that the option is granted,
and the term of any option granted cannot exceed ten years.
Option grants typically vest over a four year period, subject to
continued employment; provided that options granted in July 1998
to key management personnel, including the executive officers
named in the Summary Compensation Table, will vest over a five
year period from the date of grant. Restricted stock which has
been granted generally vests over a period of five years,
provided the grantee is an employee on the date of vesting.
Generally only key employees (including executive officers) of
the Company and its subsidiaries are eligible to receive grants
of option or restricted stock under the stock option award plans.
The Compensation Committee
Richard L. Cravey
Bruce W. Schnitzer, Jr.
Director Compensation
Under the AMRESCO, INC. 1997 Stock Option and Award Plan
(the "1997 Stock Plan"), each non-employee director will receive
an automatic grant of nonqualified stock options to purchase
15,000 shares of Common Stock every three years. Stock options
granted to directors vest thirty-three percent (33%) each year
beginning on the date of grant. Directors also receive a $1,000
fee for each Board of Directors or Committee meeting attended;
however, only one $1,000 fee is paid for attendance at Board of
Directors and Committee meetings held on the same day.
Compensation Committee Interlocks and Insider Participation
During fiscal 1999, Messrs. Cravey and Schnitzer served on
the Compensation Committee. Mr. Cravey served as Chairman of the
Board and Chief Executive Officer of the Company from December
1993 to May 1994.
(balance of page intentionally left blank)
Five-Year Stockholder Return Comparison
Set forth below is a line graph comparing, for the five year
period ending December 31, 1999, the yearly percentage change in
the cumulative total stockholder return on the Common Stock with
that of (i) all U.S. companies quoted on NASDAQ and (ii)
financial companies quoted on NASDAQ. The stock price
performance shown on the graph below is not necessarily
indicative of future price performance.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG AMRESCO, INC., THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE NASDAQ FINANCIAL INDEX
Cumulative Total Return
12/94 12/95 12/96 12/97 12/98 12/99
AMRESCO, INC. 100.00 192.08 403.00 455.73 131.82 83.81
NASDAQ STOCK MARKET 100.00 141.33 173.89 213.07 300.25 542.43
(U.S.)
NASDAQ FINANCIAL 100.00 145.68 187.03 286.11 277.73 274.63
$100 INVESTED ON 12/31/94 IN STOCK OR INDEX -
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING DECEMBER 31.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
The Company loaned $259,312 to Mr. Eickhoff on October 31,
1990 in connection with the termination of the BEI Wealth-Op
Plan, a deferred compensation arrangement formerly maintained by
the Company for the benefit of Mr. Eickhoff and James P. Cotton,
Jr., both former officers of the Company. In connection with the
termination of such arrangement, the life insurance policies
maintained by the Company in order to fund its obligations under
such plan were surrendered, and the cash value thereof ($259,312)
was paid to the Company. Such cash amounts were then loaned by
the Company to Mr. Eickhoff for a five year term at an interest
rate of 8.50% per annum. Prior to maturity, the loan was renewed
and extended on a year-to-year basis. During 1991, an additional
$25,000 was loaned to Mr. Eickhoff on the same terms.
The Company assists Mr. Eickhoff in obtaining and
maintaining a split dollar life insurance policy. This policy
provides aggregate death benefits of approximately $11,700,000 to
Mr. Eickhoff's beneficiaries.
The Company has agreed to pay the entire premium for
Mr. Eickhoff's policy through the premium due for December 2007,
regardless of his employment status with the Company. The
premiums during 1999 for Mr. Eickhoff's policy were $161,628. A
portion of each such premium payment is treated as taxable income
to Mr. Eickhoff and the remainder is treated as a loan. The
outstanding principal balance of the loan as of March 31, 2000
(after deduction of the cash surrender value) was approximately
$284,312. In addition, any payment of the death benefits
described above would be applied to the repayment of such loan.
The Company loaned $213,941 to Mr. Cotton on October 31,
1990 in connection with the termination of the BEI Wealth-Op
Plan, a deferred compensation arrangement formerly maintained by
the Company for the benefit of Mr. Cotton and Mr. Eickhoff. In
connection with the termination of such agreement, the life
insurance policies maintained by the Company in order to fund its
obligations under such plan were surrendered, and the cash value
thereof ($213,941) was paid to the Company. Such cash amounts
were then loaned by the Company to Mr. Cotton for a five year
term at an interest rate of 8.54%. Prior to maturity, the loan
was renewed and extended on a year-to-year basis.
The Company assists Mr. Cotton in obtaining and maintaining
a split dollar life insurance policy. This policy provides
aggregate death benefits of approximately $12,700,000 to
Mr. Cotton's beneficiaries. The Company has agreed to pay the
entire premium for Mr. Cotton's policy through the premium due
for October 2006, regardless of his employment status with the
Company. The premiums during 1999 for Mr. Cotton's policy were
$294,884. A portion of each such premium payment is treated as
taxable income to Mr. Cotton and the remainder is treated as a
loan. The outstanding principal balance of the loan as of March
31, 2000 (after deduction of the cash surrender value) was
approximately $240,941. In addition, any payment of the death
benefits described above would be applied to the repayment of
such loan.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's
directors and officers, and persons who own more than 10% of a
registered class of the Company's equity securities, to file
initial reports of ownership and reports of changes in ownership
with the Securities and Exchange Commission. Such persons are
required by SEC regulation to furnish the Company with copies of
all Section 16(a) forms they file.
Based solely on its review of the copies of such forms
received by it with respect to fiscal 1999, or written
representations from certain reporting persons, the Company
believes that all filing requirements applicable to its
directors, officers and persons owning more than 10% of the
Company's equity securities have been complied with, except that
[James P. Cotton, Jr., a director of the Company, filed one late
report].
PROPOSAL II--APPOINTMENT OF INDEPENDENT AUDITORS
Upon the recommendation of the Audit Committee, the Board of
Directors has approved the appointment of Deloitte & Touche LLP,
as independent auditors for the year ending December 31, 2000.
Deloitte & Touche LLP has served as the Company's independent
auditors since March 15, 1994. Approval of the appointment by
the stockholders will require the affirmative vote of a majority
of shares present in person or by proxy at the Annual Meeting.
A representative of Deloitte & Touche LLP is expected to be
present at the Annual Meeting. Such representative will be given
the opportunity to make a statement if he or she so desires, and
will be available to respond to appropriate questions.
OTHER BUSINESS
Management does not presently know of any matters which may
be presented for action at the Annual Meeting other than those
set forth herein. However, if any other matters properly come
before the Annual Meeting, it is the intention of the persons
named in the proxies solicited by management to exercise their
discretionary authority to vote the shares represented by all
effective proxies on such matters in accordance with their best
judgment.
If you do not expect to be personally present at the Annual
Meeting, please fill in, date and sign the enclosed proxy card
and return it promptly in the enclosed return envelope which
requires no additional postage if mailed in the United States.
DATE FOR RECEIPT OF STOCKHOLDERS PROPOSAL
Pursuant to the rules of the Securities and Exchange
Commission, a proposal to be presented by a stockholder at the
Company's 2001 Annual Meeting must be received by the Company at
its principal executive offices no later than December 14, 2000
to be included in the Company's Proxy Statement for that meeting.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K,
INCLUDING, FINANCIAL STATEMENTS AND SCHEDULES, BUT NOT INCLUDING
EXHIBITS, WILL BE FURNISHED AT NO CHARGE TO EACH PERSON TO WHOM A
PROXY STATEMENT IS DELIVERED UPON RECEIPT OF A WRITTEN OR ORAL
REQUEST OF SUCH PERSON. COPIES OF EXHIBITS TO SUCH ANNUAL REPORT
ON 10K WILL BE FURNISHED UPON REQUEST UPON A PAYMENT OF A FEE OF
$ .25 PER PAGE. PLEASE ADDRESS ALL REQUESTS TO AMRESCO, INC.,
ATTN: INVESTOR RELATIONS, 700 NORTH PEARL STREET, SUITE 1900,
DALLAS, TEXAS 75201 (TELEPHONE: (214) 953-7700).
By Order of the Board of Directors
/s/ L. Keith Blackwell
L. Keith Blackwell
Senior Vice President, General Counsel and Secretary
April 21, 2000
<TABLE>
<S> <C> <C> <C>
1. Election of Directors FOR all nominees [ ] WITHHOLD AUTHORITY to vote [ ] *EXCEPTIONS [ ]
listed below listed below for all nominees listed below
Nominee: Bruce W. Schnitzer
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, MARK THE "EXCEPTIONS" BOX AND WRITE THAT NOMINEE'S NAME
IN THE SPACE PROVIDED BELOW.)
* Exceptions
-----------------------------------------------------
2. Proposal to ratify the appointment of Deloitte & Touche The Proxies are authorized to vote, in
LLP as the independent auditors of the Company to audit their discretion, upon such other business
the accounts of the Company for the fiscal year ended as may properly come before the meeting.
December 31, 2000.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Change of Address and
or Comments Mark Here [ ]
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW.
WHEN SHARES ARE HELD BY JOINT TENANTS, BOTH
SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE
FULL TITLE AS SUCH. IF A CORPORATION, PLEASE SIGN
FULL CORPORATE NAME BY THE PRESIDENT OR OTHER
AUTHORIZED OFFICER. IF A PARTNERSHIP,PLEASE SIGN IN
PARTNERSHIP NAME BY AN AUTHORIZED PERSON.
DATED: ___________________________, 2000
_______________________________
Signature
-------------------------------
Signature, if held jointly
(PLEASE SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED VOTES MUST BE INDICATED
POSTAGE PREPAID ENVELOPE.) (X) IN BLACK OR BLUE INK. (X)
- - - --------------------------------------------------------------------------
</TABLE>
AMRESCO, INC.
700 NORTH PEARL STREET, SUITE 1900
DALLAS, TEXAS 75201
P R O X Y
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Richard L. Cravey and and L.
Keith Blackwell as Proxies, each with the power to appoint his or
her substitute, and hereby authorizes them to represent and to
vote, as designated below, all the shares of common stock of
AMRESCO, INC. held of record by the undersigned on April 10, 2000
at the annual meeting of stockholders to be held on May 31, 2000
or any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR EACH OF
THE PROPOSALS. PLEASE REVIEW CAREFULLY THE PROXY STATEMENT DELIVERED WITH
THIS PROXY.
(Continued and to be dated and signed on the reverse side.)
AMRESCO, INC.
P.O. BOX 11298
NEW YORK, N.Y.10203-0298
- ----------------------------------------------------------------------------
