AMRESCO, INC.
July 6, 2000
VIA EDGAR TRANSMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: AMRESCO, INC.--(Commission File No. 0-8630)
Ladies and Gentlemen:
Pursuant to the provisions of Regulation 14A of the General Rules and
Regulations promulgated under the Securities Exchange Act of 1934, as
amended (the "1934 Act"), please find enclosed for filing on behalf
of AMRESCO, INC. (the "Company") preliminary copies of a Notice of
Special Meeting of Stockholders, a proxy statement (herein so called)
and a form of proxy, all to be furnished to the stockholders of the
Company in connection with a Special Meeting of Stockholders currently
scheduled to be held on or about August 25, 2000.
The enclosed documents constitute "preliminary copies" within the
meaning of Rule 14a-6(a) promulgated under the 1934 Act.
The Company intends to mail definitive proxy statements to its
stockholders on or about July 20, 2000. Therefore, we respectfully
request that the staff of the Commission inform us as to whether
the Commission intends to review the proxy statement as soon as
possible. Should any member of the staff of the Commission have any
questions concerning the enclosed material or desire further
information or clarification in connection therewith, such person
should contact the undersigned at (214) 953-7727.
Very truly yours,
/s/ L. Keith Blackwell
L. Keith Blackwell
(214) 953-7727
PRELIMINARY PROXY MATERIALS
INFORMATION REQUIRED IN PROXY STATEMENT
SECTION 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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6 (e)(2))
[ ] 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 SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 25, 2000
__________________
TO THE STOCKHOLDERS OF AMRESCO, INC.
NOTICE IS HEREBY GIVEN that a Special Meeting of
Stockholders (the "Special 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 Friday, August 25, 2000, at 9:00 a.m., Central Time, for
considering and acting upon:
1. a proposal to amend the Company's Restated Certificate
of Incorporation to effect a reverse split of the
outstanding shares of the Company's common stock,
whereby every five shares of common stock outstanding
will automatically be reverse split into one share
outstanding and thereby increasing the par value of the
common stock from $.05 per share to $.25 per share; and
2. such other business, if any, as may properly come
before the Special Meeting or any adjournments or
postponements thereof.
Only stockholders of record at the close of business on July
7, 2000 will be entitled to notice of and to vote at the Special
Meeting or any adjournment(s) thereof. For a period of at least
ten days prior to the Special Meeting, a complete list of
stockholders entitled to vote at the Special Meeting will be open
to examination by any stockholder during ordinary business hours
at the offices of the Company, 700 North Pearl Street, Suite
2500, Dallas, Texas 75201.
Information concerning the matters to be acted upon at the
Special 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 Special Meeting, you may, if
you wish, withdraw your proxy and vote in person.
By Order of the Board of Directors
L. Keith Blackwell
Senior Vice President, General Counsel and Secretary
Dallas, Texas
July 20, 2000
PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY SO THAT YOUR VOTE
MAY BE RECORDED AT THE SPECIAL 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 Special Meeting of Stockholders
to be held at 9:00 a.m., Central Time, on August 25, 2000, on the
17th floor of the North Tower of the Plaza of the Americas, 700
North Pearl Street, Dallas, Texas (the "Special Meeting"), and at
any adjournment(s) thereof. The Special Meeting is being held
for the purpose of considering and acting upon:
1. a proposal to amend the Company's Restated Certificate
of Incorporation to effect a five for one reverse split
of the outstanding shares of the Company's common
stock, whereby every five shares of common stock
outstanding will automatically be reverse split into
one share outstanding and thereby increasing the par
value of the common stock from $.05 per share to $.25
per share (the "Reverse Split"); and
2. such other business, if any, as may properly come
before the Special Meeting or any adjournments or
postponements thereof.
The date of this Proxy Statement is July 20, 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 July 7, 2000 (the "Record Date") are
entitled to notice of and to vote at the Special Meeting and at
any adjournment(s) thereof. As of the close of business on the
Record Date, 50,193,562 shares of Common Stock were outstanding
and entitled to vote at the Special 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 Special 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 Special
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 Special
Meeting. The Company will have ballots available at the Special
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 Special 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 Special Meeting, the
stockholder will not be able to vote their nominee-held shares at
the Special 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 approval
of the Reverse Split. Thus, if a stockholder does not give a
broker or nominee specific instructions, the shares may not be
voted on the proposal for the Reverse Split 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 Special Meeting.
The affirmative vote of a majority of the issued and
outstanding shares of Common Stock on the Record Date is required
to approve the Reverse Split. Abstentions and broker non-votes
will have the same effect as a vote against the Reverse Split.
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 Special Meeting in
accordance with the direction on the proxies. If no direction is
indicated, the shares will be voted "for" (i) the proposed
Reverse Split; and (ii) at the discretion of the proxy holders
with regard to any other matter that may properly come before the
Special Meeting. The Company does not know of any matters, other
than those described in the Notice of Special Meeting of
Stockholders, which will come before the Special 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 Special Meeting, (ii) giving written notice of the
revocation to the Secretary of the Company prior to the vote at
the Special Meeting or (iii) appearing in person at the Special
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.
OWNERSHIP OF SECURITIES
The following table sets forth certain information, as of
June 30, 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
Beneficial
Name of Beneficial Owner Ownership Percent of Class
Dimensional Fund Advisors
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401 2,693,900 (1) 5.36
Robert L. Adair III 288,789 (2) *
James P. Cotton, Jr. 242,985 (3) *
Richard L. Cravey 333,672 (4) *
Barry L. Edwards 75 (5) *
Mark D. Gibson 105,753 (6) *
Harold E. Holliday, Jr. 22,940 (7) *
Amy J. Jorgensen 56,182 (8) *
Robert H. Lutz, Jr. 1,874,178 (9) 3.70
Bruce W. Schnitzer 174,372 (10) *
All executive officers and directors as
a group 3,096,574 (11) 5.99
(a total of 11 persons)
________________
* Less than 1%
(1) Is based solely on information obtained from securities
ownership reports filed with the Securities and Exchange
Commission.
(2) 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 43,420 restricted shares with respect
to which he has voting rights.
(4) Includes options which were exercisable within sixty days to
purchase 8,762 shares, 43,420 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) Mr. Edwards resigned from the Company on March 31, 2000.
(6) Includes options which were exercisable within sixty days to
purchase 83,923 shares. Mr. Gibson resigned from the Company
on March 17, 2000.
(7) 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 43,420 restricted shares with
respect to which she has voting rights.
(9) Includes options which were exercisable within sixty days to
purchase 478,115 shares and 1,331,357 restricted shares with
respect to which he has voting rights.
(10) Includes options which were exercisable within sixty days
to purchase 118,762 shares and 43,420 restricted shares
with respect to which he has voting rights.
(11) Includes options which were exercisable within sixty days to
purchase 943,546 shares and 1,537,779 restricted shares with
respect to which they have voting rights.
PROPOSAL 1
APPROVAL OF AMENDMENT TO EFFECT REVERSE SPLIT
The Board of Directors believes that the best interests of
the Company and its stockholders will be served by amending the
Company's Restated Certificate of Incorporation to effect a
reverse split of the Company's presently issued and outstanding
shares of Common Stock, whereby every five shares of Common Stock
outstanding will automatically be reverse split into one share of
Common Stock and increase the par value from $.05 per share to
$.25 per share. The total number of authorized shares of Common
Stock would be reverse split from 150,000,000 to 30,000,000
authorized shares. The Board of Directors has adopted, and
proposes that the Company's stockholders approve, the Reverse
Split. Except as otherwise indicated, all per share information
in this proxy statement is presented without giving effect to the
Reverse Split.
If the stockholders approve the Reverse Split, the amendment
and thereby the Reverse Split will become effective upon the
filing of an amendment to the Company's Restated Certificate of
Incorporation with the Secretary of State of Delaware. The
Company is currently authorized to issue 150,000,000 shares of
Common Stock.
There were approximately 16,000 beneficial owners of the
Common Stock as of the Record Date. The Reverse Split is not
expected to cause a significant change in the number of
beneficial owners of the Common Stock. The Company has no plans
for the cancellation or purchase of shares of Common Stock from
holders of a nominal number of shares following the Reverse
Split, and has no present intention to take the Company private
through the Reverse Split or otherwise.
As of the record date, there were reserved for issuance upon
exercise of outstanding options an aggregate of 3,126,416 shares
of Common Stock under the Company's stock option and award plans.
All outstanding options include provisions for adjustment in the
number of shares covered by the option and the related exercise
price in the event of a reverse stock split. If the Reverse
Split is approved and effected, there would be reserved for
issuance upon exercise of all outstanding options a total of
approximately 625,283 shares of Common Stock. Each of the
outstanding options would evidence the right to purchase a number
of shares of Common Stock equal to the product of the number of
shares previously covered by the option divided by five, and the
exercise price per share would be multiplied by five.
The proposed Reverse Split will not affect any stockholder's
proportionate equity interest in the Company or the rights,
preferences, privileges or priorities of any stockholder, other
than an adjustment which may occur due to fractional shares.
Likewise, the proposed Reverse Split will not affect the total
shareholders' equity of the Company or any components of
shareholders' equity as reflected on the financial statements of
the Company except to change the number of the issued and
outstanding shares of capital stock. There would be no increase
or decrease in the Company's "stated capital" account
(outstanding shares multiplied by par value) or "capital in
excess" account (excess of the Company's net assets over the
Company's stated capital). In addition to noting the change in
par value and the number of authorized and outstanding shares of
Common Stock, the Company will need to adjust the historical
earnings per share on its financial statements. No other
adjustment will be required in the Company's financial statements
as a result of the Reverse Split.
The following table illustrates the principal effects on the
Common Stock of the Reverse Split:
June 30, 2000
As Adjusted for
Actual Reverse Split
Authorized 150,000,000 30,000,000
Issued and outstanding 50,193,562 10,038,712
Reserved for issuance 3,126,416 625,283
Available for issuance 96,680,022 19,336,005
Par value per share $.05 $.25
Exchange of Shares; No Fractional Shares
The Company will appoint The Bank of New York as exchange
agent in connection with the Reverse Split. As soon as
practicable after the effective date of the Reverse Split, common
stockholders will be notified and requested to surrender to the
exchange agent any certificate(s) representing outstanding shares
of Common Stock in exchange for certificate(s) representing the
reduced number of shares of Common Stock that will result from
the Reverse Split, together with cash in lieu of any fractional
share as discussed below. However, holders are not required to
tender their certificates. The Company's stock records will be
adjusted to reflect the post reverse-split shares held by each
common stockholder. On the effective date, each certificate
representing shares of Common Stock will be deemed for all
purposes to represent the reduced number of shares of Common
Stock that will result from the Reverse Split, whether or not the
certificates representing the outstanding Common Stock are
surrendered for exchange. Any portion of the cash resulting from
sales of aggregated fractional shares sold as described in the
next paragraph that is held by the exchange agent six months
after the effective date will be returned to the Company, on
demand. Thereafter, holders of post reverse-split shares
eligible for this cash settlement would be paid directly by the
Company. As of the Record Date, there were approximately 1,525
stockholders of record, and following the Reverse Split, it is
not anticipated that this number will change materially.
A holder of Common Stock will be entitled to receive a whole
number of shares plus a fraction of a share if the number of
shares of Common Stock held by the holder prior to the Reverse
Split is not evenly divisible by five. However, no certificate or
scrip representing fractional shares of Common Stock will be
issued. In lieu of any fractional shares, The Bank of New York
on behalf of all persons otherwise entitled to receive fractional
shares will, promptly following the effective time of the Reverse
Split, aggregate such fractional shares and sell the resulting
whole shares of Common Stock for the accounts of those persons in
open market transactions on the Nasdaq National Market. Those
persons will be entitled to receive their allocable portion of
the net proceeds of the sale upon surrender of their Common Stock
certificates as described above.
No service charge will be payable by stockholders in
connection with the exchange of certificates. All costs of
exchanging certificates and aggregating and disposing of
fractional shares will be paid by the Company.
Stockholders have no right under Delaware law or the
Company's Restated Certificate of Incorporation or Bylaws to
dissent from the Reverse Split.
Purposes of the Reverse Split
The Common Stock is currently listed on the Nasdaq National
Market under the symbol "AMMB." By letter dated June 2, 2000,
the Nasdaq National Market notified the Company that the Common
Stock failed to maintain a minimum bid price of $1.00 per share
over the prior 30 consecutive trading days as required for
continued listing on the Nasdaq National Market. In accordance
with Nasdaq rules, the Company has 90 days, or until August 31,
2000, to regain compliance with the $1.00 minimum bid price per
share rule. If at any time prior to August 31, 2000, the bid
price for the Common Stock is at least $1.00 for a minimum of ten
consecutive trading days, the Company will be deemed to be in
compliance with the minimum bid price rule. If the Company does
not comply with the minimum bid price rule by August 31, 2000,
the Common Stock will be delisted from the Nasdaq National Market
at the opening of trading on September 5, 2000. The Company is
entitled to appeal the determination by Nasdaq to delist the
Common Stock. A hearing request will stay the delisting of the
Common Stock pending a determination by an Nasdaq appeal panel.
The Company intends to appeal the determination unless the
Company is otherwise able to regain compliance with the bid price
rule by August 31, 2000.
The Company believes the completion of the Reverse Split
will cause the minimum bid price of the Common Stock to increase
proportionately and thereby permit the Company to meet the
minimum bid price requirement of the Nasdaq National Market.
There can by no assurance, however, that the Reverse Split will
result in any change in the price of the Common Stock or that, if
the price of the Common Stock does increase as a result of the
Reverse Split, such increase will be sufficient to allow the
Company to comply with the continued listing requirements of the
Nasdaq National Market.
Further, the Board of Directors believes that the total
number of shares currently outstanding is disproportionately
large relative to the Company's present market capitalization.
Moreover, when such a large number of shares is outstanding,
earnings per share is only affected by a significant change in
net earnings. If a smaller number of shares were outstanding,
management would be more likely to see its revenue efforts and
cost savings reflected in the Company's earnings per share.
The Board of Directors also believes that the Reverse Split
may result in a broader market for the Common Stock than
currently exists due to the increase of the per share price. The
Board of Directors believes that the present level of per share
market prices of the Common Stock impairs the acceptability of
the stock by portions of the financial community and the
investing public. Theoretically, the price per share of stock
should not, of itself, affect the marketability of the stock, the
type of investor who acquires the stock or a company's reputation
in the financial community. However, in practice, the price per
share does affect the stock because many investors look upon low
priced stock as unduly speculative in nature, and, as a matter of
policy, avoid investment in such stocks. The increased price per
share may encourage interest and trading in the Common Stock and
possibly promote greater liquidity for the Company's
stockholders, although such liquidity could be adversely affected
by the reduced number of shares outstanding after the Reverse
Split. Nonetheless, there is no assurance that these effects
will occur or that the per share price level of the Common Stock
immediately after the proposed Reverse Split will be maintained
for any period of time.
In addition, the Board of Directors believes that the
Reverse Split may improve the liquidity of the Common Stock in
another manner. Frequently, brokers charge trading commissions
based upon the number of shares purchased. As a result, this
trading commission per share is relatively higher as a percentage
of the value of the shares of the Common Stock purchased. The
Board of Directors and management believe that the relatively
high trading cost of the Common Stock may adversely impact the
liquidity of the Common Stock by making it a less attractive
investment than the stock of other companies in the Company's
industry. If the Reverse Split is effected and the price of the
Common Stock rises correspondingly, the trading cost per share of
Common Stock would decrease.
The Reverse Split may result in some stockholders owning
"odd lots" of less than 100 shares. The costs, including
brokerage commissions, of transactions in odd lots are generally
higher than the costs in transactions in "round lots" of even
multiples of 100.
Certain Federal Income Tax Consequences
A summary of the federal income tax consequences of the
Reverse Split is set forth in the paragraph below. The discussion
is based on the present federal income tax law. The discussion is
not intended to be, nor should it be relied on as, a
comprehensive analysis of the tax issues arising from or relating
to the proposed Reverse Split. Income tax consequences to
stockholders may vary from the federal tax consequences described
generally below. STOCKHOLDERS SHOULD CONSULT THEIR OWN TAX
ADVISORS AS TO THE EFFECT OF THE CONTEMPLATED REVERSE SPLIT UNDER
APPLICABLE FEDERAL, STATE AND LOCAL INCOME TAX LAWS.
The proposed Reverse Split will constitute a
"recapitalization" to the Company and its stockholders to the
extent that issued shares of Common Stock are exchanged for a
reduced number of shares of Common Stock. Therefore, neither the
Company nor its stockholders will recognize any gain or loss for
federal income tax purposes as a result of the Reverse Split,
except that a stockholder who receives cash in lieu of receiving
fractional shares of Common Stock will be treated as selling such
fractional shares and will recognize a capital gain or loss equal
to the difference between the cash received and the basis of such
fractional shares.
The shares of Common Stock to be issued to each stockholder
will have an aggregate basis, for computing gain or loss, equal
to the aggregate basis of the shares of such stock held by such
stockholder immediately prior to the Reverse Split effective
date, reduced by the basis, if any, allocated to fractional
shares that are treated as sold. A stockholder's holding period
for the shares of Common Stock to be issued will include the
holding period for the shares of Common Stock held immediately
prior to the Reverse Split effective date if the shares of stock
were held by the stockholder as capital assets on the Reverse
Split effective date.
Amendment
If the Reverse Split is approved, the Restated Certificate
of Incorporation will be amended by deleting paragraph (a) of
Article FOURTH in its entirety and inserting in its place the
following:
"(a) The total number of shares of stock which the
corporation shall have authority to issue is Thirty-Five Million
(35,000,000) shares, which shall be divided into classes as
follows: Thirty Million (30,000,000) shares shall be common
stock, each share of which shall have a par value of $.25 (twenty-
five cents); and Five Million (5,000,000) shares shall be
preferred stock, each share of which shall have a par value of
$1.00 (one dollar) having such voting powers, full or limited, or
no voting powers, designations, preferences and relative
participating, optional or other special rights, and
qualifications, limitations or restrictions thereof as may be
fixed by resolution of the Board of Directors. Simultaneously
with the effective date of this amendment (the "Effective Date"),
each five (5) shares of the corporation's common stock issued and
outstanding immediately prior to the Effective Date (the "Old
Common Stock") shall automatically and without any action on the
part of the holder thereof be reclassified as and changed,
pursuant to a reverse stock split, into one (1) share of Common
Stock, par value ($.25) per share (the "New Common Stock"). Each
holder of a certificate or certificates which immediately prior
to the Effective Date represented outstanding shares of Old
Common Stock (the "Old Certificates", whether one or more) shall
be entitled to receive upon surrender of such Old Certificates to
the corporation's transfer agent for cancellation, a certificate
or certificates (the "New Certificates", whether one or more)
representing the number of whole shares of the New Common Stock
into which and for which the shares of the Old Common Stock
formerly represented by the Old Certificates so surrendered are
reclassified under the terms hereof. From and after the
Effective Date, Old Certificates shall represent only the right
to receive New Certificates pursuant to the provisions hereof.
No certificate or scrip representing fractional share interests
in New Common Stock will be issued, and no fractional share
interest will entitle the holder thereof to vote, or to any
rights of a stockholder of the corporation."
The Board of Directors believes that the approval of the
Amendment is in the best interest of the Company and its
stockholders and recommends a vote FOR the approval of the
Amendment.
OTHER BUSINESS
Management does not presently know of any matters that may
be presented for action at the Special Meeting other than those
set forth herein. However, if any other matters properly come
before the Special 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 Special
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 PROPOSALS
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 of Stockholders 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
and proxy card for that meeting. In addition, such proposals
must comply with the requirements of Rule 14a-8 under the
Securities Exchange Act of 1934, as amended.
If a stockholder of the Company wishes to present a proposal
before the 2001 Annual Meeting of Stockholders, but does not wish
to have the proposal considered for inclusion in the Company's
proxy statement or proxy card, such stockholder must give written
notice to the Secretary of the Company at the Company's principal
executive offices no later than March 7, 2001.
By Order of the Board of Directors
L. Keith Blackwell
Senior Vice President, General Counsel and Secretary
July 20, 2000
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 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 July 7, 2000
at the special meeting of stockholders to be held on August 25,
2000 or any adjournment thereof.
THIS PROXY WHEN PROPERY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE
FOR THE PROPOSAL. 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
1. Proposal to amend the Company's Restated Certificate of Incorporation
to effect a five for one reverse stock split.
The Proxies are authorized in their
discretion to vote upon such other
business as may properly come before
the meeting or any adjournment thereof.
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 GIVE FULL
CORPORATE NAME BY THE PRESIDENT OR
OTHER AUTHORIZED OFFICE. IF A
PARTNERSHIP, PLEASE SIGN PARTNERSHIP
NAME BY AN AUTHORIZED PERSON.
Dated: _________________________,2000
Signature
Signature, if held jointly
(PLEASE SIGN, DATE AND RETURN THIS PROXY VOTES MUST BE INDICATED
IN THE ENCLOSED POSTAGE PREPAID ENVELOPE.) [X] IN BLACK OR BLUE INK.
