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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Section 240.13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO SECTION 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
SECTION 240.13d-2(a)
(Amendment No. _________)1
AMRESCO Capital Trust
(Name of Issuer)
Shares of Common Beneficial Interest, par value $0.01 per share
(Title of Class of Securities)
031919103
(CUSIP Number)
Mark C. Wehrly
Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, California 94111
(415) 421-2132
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 5, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Sections 240.13d-1(e), 13d-1(f) or 240.13d-1(g), check
the following box [ ].
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Section 240.13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
Page 1 of 63 Pages
Exhibit Index Found on Page 47
--------
1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
13D
===============================
CUSIP No. 031919103
===============================
===============================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon Capital Partners, L.P.
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ] **
** The reporting persons making this filing hold an aggregate of
1,722,011 Shares, which is 17.2% of the class of securities. The
reporting person on this cover page, however, is a beneficial owner
only of the securities reported by it on this cover page.
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
-------------------------------------------------------------------------------
NUMBER OF SOLE VOTING POWER
SHARES 5 -0-
-------------------------------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 6 627,211
-------------------------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 7 -0-
-------------------------------------------------------------------------------
PERSON WITH SHARED DISPOSITIVE POWER
8 627,211
-------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
627,211
-------------------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
-------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3 %
-------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
PN
===============================================================================
Page 2 of 63
<PAGE>
13D
===============================
CUSIP No. 031919103
===============================
===============================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon Capital Institutional Partners, L.P.
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ] **
** The reporting persons making this filing hold an aggregate of
1,722,011 Shares, which is 17.2% of the class of securities. The
reporting person on this cover page, however, is a beneficial owner
only of the securities reported by it on this cover page.
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
-------------------------------------------------------------------------------
NUMBER OF SOLE VOTING POWER
SHARES 5 616,800
-------------------------------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 6 -0-
-------------------------------------------------------------------------------
PERSON WITH SHARED DISPOSITIVE POWER
8 616,800
-------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
616,800
-------------------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
-------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2 %
-------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
PN
===============================================================================
Page 3 of 63
<PAGE>
13D
===============================
CUSIP No. 031919103
===============================
===============================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon Capital Institutional Partners II, L.P.
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ] **
** The reporting persons making this filing hold an aggregate of
1,722,011 Shares, which is 17.2% of the class of securities. The
reporting person on this cover page, however, is a beneficial owner
only of the securities reported by it on this cover page.
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
-------------------------------------------------------------------------------
NUMBER OF SOLE VOTING POWER
SHARES 5 -0-
-------------------------------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 6 214,700
-------------------------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 7 -0-
-------------------------------------------------------------------------------
PERSON WITH SHARED DISPOSITIVE POWER
8 214,700
-------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
214,700
-------------------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
-------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.1 %
-------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
PN
===============================================================================
Page 4 of 63
<PAGE>
13D
===============================
CUSIP No. 031919103
===============================
===============================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon Capital Institutional Partners III, L.P.
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ] **
** The reporting persons making this filing hold an aggregate of
1,722,011 Shares, which is 17.2% of the class of securities. The
reporting person on this cover page, however, is a beneficial owner
only of the securities reported by it on this cover page.
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------------------------------------------------------------------
NUMBER OF SOLE VOTING POWER
SHARES 5 -0-
-------------------------------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 6 128,000
-------------------------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 7 -0-
-------------------------------------------------------------------------------
PERSON WITH SHARED DISPOSITIVE POWER
8 128,000
-------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
128,000
-------------------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
-------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.3 %
-------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
PN
===============================================================================
Page 5 of 63
<PAGE>
13D
===============================
CUSIP No. 031919103
===============================
===============================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Tinicum Partners, L.P.
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ] **
** The reporting persons making this filing hold an aggregate of
1,722,011 Shares, which is 17.2% of the class of securities. The
reporting person on this cover page, however, is a beneficial owner
only of the securities reported by it on this cover page.
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
-------------------------------------------------------------------------------
NUMBER OF SOLE VOTING POWER
SHARES 5 -0-
-------------------------------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 6 3,400
-------------------------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 7 -0-
-------------------------------------------------------------------------------
PERSON WITH SHARED DISPOSITIVE POWER
8 3,400
-------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,400
-------------------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
-------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0 %
-------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
PN
===============================================================================
Page 6 of 63
<PAGE>
13D
===============================
CUSIP No. 031919103
===============================
===============================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
RR Capital Partners, L.P.
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ] **
** The reporting persons making this filing hold an aggregate of
1,722,011 Shares, which is 17.2% of the class of securities. The
reporting person on this cover page, however, is a beneficial owner
only of the securities reported by it on this cover page.
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------------------------------------------------------------------
NUMBER OF SOLE VOTING POWER
SHARES 5 -0-
-------------------------------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 6 60,000
-------------------------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 7 -0-
-------------------------------------------------------------------------------
PERSON WITH SHARED DISPOSITIVE POWER
8 60,000
-------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,000
-------------------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
-------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6 %
-------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
PN
===============================================================================
Page 7 of 63
<PAGE>
13D
===============================
CUSIP No. 031919103
===============================
===============================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon Capital Management, L.L.C.
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ] **
** The reporting persons making this filing hold an aggregate of
1,722,011 Shares, which is 17.2% of the class of securities. The
reporting person on this cover page, however, may be deemed a
beneficial owner only of the securities reported by it on this cover
page.
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------------------------------------------------------------------
NUMBER OF SOLE VOTING POWER
SHARES 5 -0-
-------------------------------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 6 71,900
-------------------------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 7 -0-
-------------------------------------------------------------------------------
PERSON WITH SHARED DISPOSITIVE POWER
8 71,900
-------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
71,900
-------------------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
-------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7 %
-------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
IA, OO
===============================================================================
Page 8 of 63
<PAGE>
13D
===============================
CUSIP No. 031919103
===============================
===============================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon Partners, L.L.C.
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ] **
** The reporting persons making this filing hold an aggregate of
1,722,011 Shares, which is 17.2% of the class of securities. The
reporting person on this cover page, however, may be deemed a
beneficial owner only of the securities reported by it on this cover
page.
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------------------------------------------------------------------
NUMBER OF SOLE VOTING POWER
SHARES 5 -0-
-------------------------------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 6 1,650,111
-------------------------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 7 -0-
-------------------------------------------------------------------------------
PERSON WITH SHARED DISPOSITIVE POWER
8 1,650,111
-------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,650,111
-------------------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
-------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.5 %
-------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
OO
===============================================================================
Page 9 of 63
<PAGE>
13D
===============================
CUSIP No. 031919103
===============================
===============================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Enrique H. Boilini
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ] **
** The reporting persons making this filing hold an aggregate of
1,722,011 Shares, which is 17.2% of the class of securities. The
reporting person on this cover page, however, may be deemed a
beneficial owner only of the securities reported by it on this cover
page.
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Argentina
-------------------------------------------------------------------------------
NUMBER OF SOLE VOTING POWER
SHARES 5 -0-
-------------------------------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 6 1,722,011
-------------------------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 7 -0-
-------------------------------------------------------------------------------
PERSON WITH SHARED DISPOSITIVE POWER
8 1,722,011
-------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,722,011
-------------------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
-------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.2 %
-------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
IN
===============================================================================
Page 10 of 63
<PAGE>
13D
===============================
CUSIP No. 031919103
===============================
===============================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
David I. Cohen
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ] **
** The reporting persons making this filing hold an aggregate of
1,722,011 Shares, which is 17.2% of the class of securities. The
reporting person on this cover page, however, may be deemed a
beneficial owner only of the securities reported by it on this cover
page.
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-------------------------------------------------------------------------------
NUMBER OF SOLE VOTING POWER
SHARES 5 -0-
-------------------------------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 6 1,722,011
-------------------------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 7 -0-
-------------------------------------------------------------------------------
PERSON WITH SHARED DISPOSITIVE POWER
8 1,722,011
-------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,722,011
-------------------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
-------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.2 %
-------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
IN
===============================================================================
Page 11 of 63
<PAGE>
13D
===============================
CUSIP No. 031919103
===============================
===============================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Joseph F. Downes
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ] **
** The reporting persons making this filing hold an aggregate of
1,722,011 Shares, which is 17.2% of the class of securities. The
reporting person on this cover page, however, may be deemed a
beneficial owner only of the securities reported by it on this cover
page.
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-------------------------------------------------------------------------------
NUMBER OF SOLE VOTING POWER
SHARES 5 -0-
-------------------------------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 6 1,722,011
-------------------------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 7 -0-
-------------------------------------------------------------------------------
PERSON WITH SHARED DISPOSITIVE POWER
8 1,722,011
-------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,722,011
-------------------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
-------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.2 %
-------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
IN
===============================================================================
Page 12 of 63
<PAGE>
13D
===============================
CUSIP No. 031919103
===============================
===============================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
William F. Duhamel
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ] **
** The reporting persons making this filing hold an aggregate of
1,722,011 Shares, which is 17.2% of the class of securities. The
reporting person on this cover page, however, may be deemed a
beneficial owner only of the securities reported by it on this cover
page.
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-------------------------------------------------------------------------------
NUMBER OF SOLE VOTING POWER
SHARES 5 -0-
-------------------------------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 6 1,722,011
-------------------------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 7 -0-
-------------------------------------------------------------------------------
PERSON WITH SHARED DISPOSITIVE POWER
8 1,722,011
-------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,722,011
-------------------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
-------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.2 %
-------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
IN
===============================================================================
Page 13 of 63
<PAGE>
13D
===============================
CUSIP No. 031919103
===============================
===============================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Andrew B. Fremder
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ] **
** The reporting persons making this filing hold an aggregate of
1,722,011 Shares, which is 17.2% of the class of securities. The
reporting person on this cover page, however, may be deemed a
beneficial owner only of the securities reported by it on this cover
page.
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-------------------------------------------------------------------------------
NUMBER OF SOLE VOTING POWER
SHARES 5 -0-
-------------------------------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 6 1,722,011
-------------------------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 7 -0-
-------------------------------------------------------------------------------
PERSON WITH SHARED DISPOSITIVE POWER
8 1,722,011
-------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,722,011
-------------------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
-------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.2 %
-------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
IN
===============================================================================
Page 14 of 63
<PAGE>
13D
===============================
CUSIP No. 031919103
===============================
===============================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Richard B. Fried
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ] **
** The reporting persons making this filing hold an aggregate of
1,722,011 Shares, which is 17.2% of the class of securities. The
reporting person on this cover page, however, may be deemed a
beneficial owner only of the securities reported by it on this cover
page.
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-------------------------------------------------------------------------------
NUMBER OF SOLE VOTING POWER
SHARES 5 -0-
-------------------------------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 6 1,722,011
-------------------------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 7 -0-
-------------------------------------------------------------------------------
PERSON WITH SHARED DISPOSITIVE POWER
8 1,722,011
-------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,722,011
-------------------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
-------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.2 %
-------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
IN
===============================================================================
Page 15 of 63
<PAGE>
13D
===============================
CUSIP No. 031919103
===============================
===============================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
William F. Mellin
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ] **
** The reporting persons making this filing hold an aggregate of
1,722,011 Shares, which is 17.2% of the class of securities. The
reporting person on this cover page, however, may be deemed a
beneficial owner only of the securities reported by it on this cover
page.
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-------------------------------------------------------------------------------
NUMBER OF SOLE VOTING POWER
SHARES 5 -0-
-------------------------------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 6 1,722,011
-------------------------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 7 -0-
-------------------------------------------------------------------------------
PERSON WITH SHARED DISPOSITIVE POWER
8 1,722,011
-------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,722,011
-------------------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
-------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.2 %
-------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
IN
===============================================================================
Page 16 of 63
<PAGE>
13D
===============================
CUSIP No. 031919103
===============================
===============================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Stephen L. Millham
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ] **
** The reporting persons making this filing hold an aggregate of
1,722,011 Shares, which is 17.2% of the class of securities. The
reporting person on this cover page, however, may be deemed a
beneficial owner only of the securities reported by it on this cover
page.
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-------------------------------------------------------------------------------
NUMBER OF SOLE VOTING POWER
SHARES 5 -0-
-------------------------------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 6 1,722,011
-------------------------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 7 -0-
-------------------------------------------------------------------------------
PERSON WITH SHARED DISPOSITIVE POWER
8 1,722,011
-------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,722,011
-------------------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
-------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.2 %
-------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
IN
===============================================================================
Page 17 of 63
<PAGE>
13D
===============================
CUSIP No. 031919103
===============================
===============================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Meridee A. Moore
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ] **
** The reporting persons making this filing hold an aggregate of
1,722,011 Shares, which is 17.2% of the class of securities. The
reporting person on this cover page, however, may be deemed a
beneficial owner only of the securities reported by it on this cover
page.
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-------------------------------------------------------------------------------
NUMBER OF SOLE VOTING POWER
SHARES 5 -0-
-------------------------------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 6 1,722,011
-------------------------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 7 -0-
-------------------------------------------------------------------------------
PERSON WITH SHARED DISPOSITIVE POWER
8 1,722,011
-------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,722,011
-------------------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
-------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.2 %
-------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
IN
===============================================================================
Page 18 of 63
<PAGE>
13D
===============================
CUSIP No. 031919103
===============================
===============================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Thomas F. Steyer
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ] **
** The reporting persons making this filing hold an aggregate of
1,722,011 Shares, which is 17.2% of the class of securities. The
reporting person on this cover page, however, may be deemed a
beneficial owner only of the securities reported by it on this cover
page.
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-------------------------------------------------------------------------------
NUMBER OF SOLE VOTING POWER
SHARES 5 -0-
-------------------------------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 6 1,722,011
-------------------------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 7 -0-
-------------------------------------------------------------------------------
PERSON WITH SHARED DISPOSITIVE POWER
8 1,722,011
-------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,722,011
-------------------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
-------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.2 %
-------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
IN
===============================================================================
Page 19 of 63
<PAGE>
13D
===============================
CUSIP No. 031919103
===============================
===============================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Mark C. Wehrly
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ X ] **
** The reporting persons making this filing hold an aggregate of
1,722,011 Shares, which is 17.2% of the class of securities. The
reporting person on this cover page, however, may be deemed a
beneficial owner only of the securities reported by it on this cover
page.
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-------------------------------------------------------------------------------
NUMBER OF SOLE VOTING POWER
SHARES 5 -0-
-------------------------------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 6 1,722,011
-------------------------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 7 -0-
-------------------------------------------------------------------------------
PERSON WITH SHARED DISPOSITIVE POWER
8 1,722,011
-------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,722,011
-------------------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
-------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.2 %
-------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
IN
===============================================================================
Page 20 of 63
<PAGE>
Item 1. Security And Issuer.
------ -------------------
This statement relates to shares of Common Beneficial Interest, par value
$0.01 per share (the "Shares") of AMRESCO Capital Trust (the "Company"). The
Company's principal offices are located at 700 North Pearl Street, Suite 1900 LB
342, Dallas, TX 75201.
Item 2. Identity And Background.
------ -----------------------
(a) This statement is filed by the entities and persons listed below, all
of whom together are referred to herein as the "Reporting Persons."
The Partnerships
(i) Farallon Capital Partners, L.P., a California limited partnership
("FCP"), with respect to the Shares held by it;
(ii) Farallon Capital Institutional Partners, L.P., a California
limited partnership ("FCIP"), with respect to the Shares held by
it;
(iii)Farallon Capital Institutional Partners II, L.P., a California
limited partnership ("FCIP II"), with respect to the Shares held
by it;
(iv) Farallon Capital Institutional Partners III, L.P., a Delaware
limited partnership ("FCIP III"), with respect to the Shares held
by it;
(v) Tinicum Partners, L.P., a New York limited partnership
("Tinicum"), with respect to the Shares held by it; and
(vi) RR Capital Partners, L.P., a Delaware limited partnership
("RRCP"), with respect to the Shares held by it.
FCP, FCIP, FCIP II, FCIP III, Tinicum and RRCP are together referred to
herein as the "Partnerships."
Page 21 of 63
<PAGE>
The Management Company
(vii)Farallon Capital Management, L.L.C., a Delaware limited liability
company (the "Management Company"), with respect to the Shares
held by certain accounts managed by the Management Company (the
"Managed Accounts")2.
The General Partner Of The Partnerships
(viii) Farallon Partners, L.L.C., a Delaware limited liability company
which is the general partner of each of the Partnerships (the
"General Partner"), with respect to the Shares held by each of
the Partnerships.
The Managing Members Of the General Partner And The Management Company
(ix) The following eleven persons who are managing members of both the
General Partner and the Management Company, with respect to the
Shares held by the Partnerships and the Managed Accounts: Enrique
H. Boilini ("Boilini"), David I. Cohen ("Cohen"), Joseph F.
Downes ("Downes"), William F. Duhamel ("Duhamel"), Andrew B.
Fremder ("Fremder"), Richard B. Fried ("Fried"), William F.
Mellin ("Mellin"), Stephen L. Millham ("Millham"), Meridee A.
Moore ("Moore"), Thomas F. Steyer ("Steyer") and Mark C. Wehrly
("Wehrly").
Boilini, Cohen, Downes, Duhamel, Fremder, Fried, Mellin, Millham, Moore,
Steyer and Wehrly are together referred to herein as the "Individual Reporting
Persons."
(b) The address of the principal business and principal office of (i) the
Partnerships, the General Partner and the Management Company is One Maritime
Plaza, Suite 1325, San Francisco, California 94111 and (ii) each of the
Individual Reporting Persons is set forth in Annex 1 hereto.
------------
2Of the Shares reported by the Management Company on behalf of the Managed
Accounts, 1,000 Shares (equal to approximately 0.01% of the total Shares
currently outstanding) are held by The Absolute Return Fund of The Common Fund,
a non-profit corporation whose principal address is 450 Post Road East,
Westport, Connecticut 06881.
Page 22 of 63
<PAGE>
(c) The principal business of each of the Partnerships is that of a private
investment fund engaging in the purchase and sale of investments for its own
account. The principal business of the General Partner is to act as the general
partner of the Partnerships. The principal business of the Management Company is
that of a registered investment adviser. The principal business of each of the
Individual Reporting Persons is set forth in Annex 1 hereto.
(d) None of the Partnerships, the Management Company, the General Partner
or any of the Individual Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Partnerships, the Management Company, the General Partner
or any of the Individual Reporting Persons has, during the last five years, been
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) The citizenship of each of the Partnerships, the General Partner and
the Management Company is set forth above. Each of the Individual Reporting
Persons is a United States citizen other than Enrique H. Boilini who is an
Argentinean citizen.
The other information required by Item 2 relating to the identity and
background of the Reporting Persons is set forth in Annex 1 hereto.
Item 3. Source And Amount Of Funds And Other Consideration.
------- ---------------------------------------------------
The approximate net investment cost (including commissions) for the Shares
held by each of the Partnerships and Managed Accounts is set forth below:
Entity Shares Held Approximate Net Investment Cost
------ ----------- -------------------------------
FCP 627,211 $5,204,072.48-plus the Additional
Consideration, if any, as described in the
next paragraph
Page 23 of 63
<PAGE>
FCIP 616,800 $5,137,732.11-plus the Additional
Consideration, if any, as described in the
next paragraph
FCIP II 214,700 $1,794,079.69-plus the Additional
Consideration, if any, as described in the
next paragraph
FCIP III 128,000 $1,060,943.40-plus the Additional
Consideration, if any, as described in the
next paragraph
Tinicum 3,400 $26,143.89
RRCP 60,000 $500,801.00-plus the Additional
Consideration, if any, as described in the
next paragraph
Managed
Accounts 71,900 $569,000.06
On July 5, 2000 FCP, FCIP, FCIP II, FCIP III and RRCP purchased in
aggregate 1,500,111 Shares and paid a net purchase price, at the time of
purchase, of $12,520,944. In addition, these Reporting Persons agreed to pay any
additional consideration which may be due (the "Additional Consideration") based
upon the Additional Consideration Calculation provisions of the Stock Purchase
and Sale Agreement dated July 5, 2000 between AMRESCO, INC., AMRESCO Holdings,
Inc., FCP, FCIP, FCIP II, FCIP III and RRCP (the "Share Purchase Agreement").
For further information regarding the Additional Consideration and the
Additional Consideration Calculation, see the Share Purchase Agreement ( Section
4 in particular) attached as Exhibit 2 to this Schedule 13D and incorporated
herein by reference.
The consideration for such acquisitions was obtained as follows: (i) with
respect to FCIP, FCIP II, FCIP III and RRCP from working capital; (ii) with
respect to FCP and Tinicum from working capital, and/or from borrowings pursuant
to margin accounts maintained in the ordinary course of business by FCP and
Tinicum at Goldman, Sachs & Co.; and (iii) with respect to the Managed Accounts,
from the working capital of each Managed Account and/or from borrowings pursuant
to margin accounts maintained in the ordinary course of business by some of the
Managed Accounts at Goldman, Sachs & Co. FCP and Tinicum and some of the Managed
Accounts hold certain securities in their respective margin accounts at Goldman,
Sachs & Co., and the accounts may from time to time have debit balances. It is
not possible to determine the
Page 24 of 63
<PAGE>
amount of borrowings, if any, used to acquire the Shares. If any Additional
Consideration is paid by FCP, FCIP, FCIP II, FCIP III and RRCP, such amounts may
be obtained from any of the sources listed above, from distributions received by
such entities with respect to the Shares or otherwise.
Item 4. Purpose Of The Transaction.
------- --------------------------
The purpose of the acquisition of the Shares is for investment, and the
acquisitions of the Shares by each of the Partnerships and the Managed Accounts
were made in the ordinary course of business and were not made for the purpose
of acquiring control of the Company.
As described in Item 3 above, certain of the Reporting Persons acquired
1,500,111 Shares pursuant to the Stock Purchase Agreement. As part of the
transactions contemplated by that agreement, such Reporting Persons also entered
into that certain REIT Agreement dated as of July 5, 2000 with the Company (the
"REIT Agreement"). Pursuant to the REIT Agreement, such entities agreed, among
other things, (A) to vote all Shares held by such entities (FCP, FCIP, FCIP II,
FCIP III and RRCP) in favor of the transactions contemplated by the Company's
Plan of Liquidation (as contemplated as of July 5, 2000), and (B) for a period
ending no later than July 5, 2001 (and possibly shorter) and without the prior
written consent of the Company's Board of Trust Managers, (i) not to engage in
certain activities with respect to potential transactions involving Company
and/or its assets or securities, (ii) not to engage in certain activities
involving proposals to seek representation on the Company's Board of Trust
Managers or otherwise seek to control the management, Board of Trust Managers or
policies of the Company and (iii) not to become the beneficial owners of more
than 18.19262% of Shares. In addition, FCP, FCIP, FCIP II, FCIP III and RRCP
agreed to certain transfer restrictions regarding the Shares beneficially owned
by them, including but not limited to an agreement to cause any person or entity
which acquires from such entities 5% or more of the outstanding Shares on or
prior to October 30, 2000 to agree to be bound by the voting restrictions
described in (A) above. This summary is qualified in its entirety by the full
terms and conditions of the REIT Agreement. For the full terms and conditions of
the REIT Agreement, see the REIT Agreement attached as
Page 25 of 63
<PAGE>
Exhibit 99.1 to the Form 8-K filed by the Company on July 6, 2000 and
incorporated herein by reference. For information regarding the Company's
proposed Plan of Liquidation, see the Preliminary Proxy Statement filed by the
Company with the SEC on July 7, 2000.
Although no Reporting Person has any specific plan or proposal to acquire
or dispose of Shares, consistent with its investment purpose and subject to the
terms and conditions of the REIT Agreement, each Reporting Person at any time
and from time to time may acquire additional Shares or dispose of any or all of
its Shares depending upon an ongoing evaluation of the investment in the Shares,
prevailing market conditions, other investment opportunities, liquidity
requirements of the Reporting Person and/or other investment considerations, and
no Individual Reporting Person has made a determination regarding a maximum or
minimum number of Shares which it may hold at any point in time. Also,
consistent with their investment intent and subject to the terms and conditions
of the REIT Agreement, the Reporting Persons may engage in communications with
one or more shareholders of the Company, one or more officers of the Company
and/or one or more members of the board of directors of the Company and/or
potential investors in the Company regarding the Company, including but not
limited to its operations.
Except to the extent the foregoing may be deemed a plan or proposal, none
of the Reporting Persons has any plans or proposals which relate to, or could
result in, any of the matters referred to in paragraphs (a) through (j),
inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons
may, at any time and from time to time, review or reconsider their position
and/or change their purpose and/or formulate plans or proposals with respect
thereto.
Item 5. Interest In Securities Of The Issuer.
------ ------------------------------------
(a) The Partnerships
(a),(b) The information set forth in Rows 7 through 13 of the cover
page hereto for each Partnership is incorporated herein by
reference for each such Partnership. The percentage amount set
forth in Row 13 for all cover
Page 26 of 63
<PAGE>
pages filed herewith as well as Footnote Two hereto is calculated
based upon the 10,015,111 Shares outstanding as of March 1, 2000
as reported by the Company in its Annual Report on Form 10-K for
the fiscal year ended December 31, 1999 filed with the Securities
and Exchange Commission on June 8, 2000.
(c) The trade dates, number of Shares purchased or sold and the price
per Share (including commissions) for all purchases and sales of
the Shares by the Partnerships in the past 60 days are set forth
on Schedules A-F hereto and are incorporated herein by reference.
All of such transactions were open-market transactions.
(d) The General Partner has the power to direct the affairs of the
Partnerships, including the disposition of the proceeds of the
sale of the Shares. The Individual Reporting Persons are managing
members of the General Partner.
(e) Not applicable.
(b) The Management Company
(a),(b) The information set forth in Rows 7 through 13 of the cover
page hereto for the Management Company is incorporated herein by
reference.
(c) The trade dates, number of Shares purchased or sold and the price
per Share (including commissions) for all purchases and sales of
the Shares by the Management Company on behalf of the Managed
Accounts in the past 60 days are set forth on Schedule G hereto
and are incorporated herein by reference. All of such
transactions were open-market transactions.
(d) The Management Company, as an investment adviser, has the power
to direct the disposition of the proceeds of the sale of the
Shares held by the Managed Accounts. The Individual Reporting
Persons are managing members of the Management Company.
(e) Not applicable.
(c) The General Partner
(a),(b) The information set forth in Rows 7 through 13 of the cover
page hereto for the General Partner is incorporated herein by
reference.
(c) None.
Page 27 of 63
<PAGE>
(d) The General Partner has the power to direct the affairs of the
Partnerships, including the disposition of the proceeds of the
sale of the Shares. The Individual Reporting Persons are managing
members of the General Partner.
(e) Not applicable.
(d) The Individual Reporting Persons
(a),(b) The information set forth in Rows 7 through 13 of the cover
page hereto for each Individual Reporting Person is incorporated
herein by reference for each such Individual Reporting Person.
(c) None.
(d) The General Partner has the power to direct the affairs of the
Partnerships, including the disposition of the proceeds of the
sale of the Shares. The Management Company, as an investment
adviser, has the power to direct the disposition of the proceeds
of the sale of the Shares held by the Managed Accounts. The
Individual Reporting Persons are managing members of the General
Partner. The Individual Reporting Persons are managing members of
the Management Company.
(e) Not applicable.
The Shares reported hereby for the Partnerships are owned directly by the
Partnerships and those reported by the Management Company on behalf of the
Managed Accounts are owned directly by the Managed Accounts. The General
Partner, as general partner to the Partnerships, may be deemed to be the
beneficial owner of all such Shares owned by the Partnerships. The Management
Company, as investment adviser to the Managed Accounts, may be deemed to be the
beneficial owner of all such Shares owned by the Managed Accounts. The
Individual Reporting Persons, as managing members of both the General Partner
and the Management Company, may each be deemed to be the beneficial owner of all
such Shares held by the Partnerships and the Managed Accounts. Each of the
Management Company, the General Partner and the Individual Reporting Persons
hereby disclaims any beneficial ownership of any such Shares.
Item 6. Contracts, Arrangements, Understandings Or
------ Relationships With Respect To Securities Of The Issuer.
------------------------------------------------------
Except as described above (including the Stock Purchase Agreement and the
REIT Agreement described in Items 3 and 4 of the Schedule 13D), there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the Reporting Persons
Page 28 of 63
<PAGE>
or between such persons and any other person with respect to any securities of
the Company, including but not limited to transfer or voting of any securities
of the Company, finder's fees, joint ventures, loan or option arrangements, puts
or calls, guarantees of profits, divisions of profits or loss, or the giving or
withholding of proxies.
Item 7. Materials To Be Filed As Exhibits.
------ ---------------------------------
There is filed as Exhibit 1 to this Schedule 13D a written agreement
relating to the filing of joint acquisition statements as required by Section
240.13d-1(k) under the Securities Exchange Act of 1934, as amended. There is
filed as Exhibit 2 to this Schedule 13D the Stock Purchase Agreement dated as of
July 5, 2000 described in Items 3 and 4 above. There is filed as Exhibit 3 to
this Schedule 13D the REIT Agreement filed as Exhibit 99.1 to the Form 8-K filed
by Amresco Capital Trust on July 6, 2000 and incorporated herein by reference.
Page 29 of 63
<PAGE>
SIGNATURES
----------
After reasonable inquiry and to the best of our knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 13, 2000
/s/ Thomas F. Steyer
----------------------------------------
FARALLON PARTNERS, L.L.C.,
on its own behalf and as General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
TINICUM PARTNERS, L.P.,
And RR CAPITAL PARTNERS, L.P.
By Thomas F. Steyer,
Senior Managing Member
/s/ Thomas F. Steyer
----------------------------------------
FARALLON CAPITAL MANAGEMENT, L.L.C.,
By Thomas F. Steyer,
Senior Managing Member
/s/ Thomas F. Steyer
----------------------------------------
Thomas F. Steyer, individually and as attorney-in-fact
for each of Enrique H. Boilini, David I. Cohen,
Joseph F. Downes, William F. Duhamel,
Andrew B. Fremder, Richard B. Fried,
William F. Mellin, Stephen L. Millham,
Meridee A. Moore and Mark C. Wehrly.
The Powers of Attorney, each executed by Boilini, Cohen, Downes,
Fremder, Mellin, Millham and Moore authorizing Steyer to sign and file this
Schedule 13D on each person's behalf, which were filed with Amendment No. 1 to
the Schedule 13D filed with the Securities and Exchange Commission on September
26, 1997, by such Reporting Persons with respect to the Common Stock of Sphere
Drake Holdings Limited, are hereby incorporated by reference. The Powers of
Attorney executed by Duhamel and Fried authorizing Steyer to sign and file this
Schedule 13D on each person's behalf, which were filed with Amendment No. 1 to
the Schedule 13G filed with the Securities and Exchange Commission on January
13, 1999, by such Reporting Persons with respect to the Callable Class A Common
Shares of CliniChem Development Inc., are hereby incorporated by reference. The
Power of Attorney executed by Mark C. Wehrly authorizing Steyer to sign and file
this Schedule 13D on his behalf, which was filed with
Page 30 of 63
<PAGE>
Amendment No. 2 to the Schedule 13D filed with the Securities and Exchange
Commission on January 10, 2000, by such Reporting Person with respect to the
Common Shares of Axogen Limited, is hereby incorporated by reference.
Page 31 of 63
<PAGE>
ANNEX 1
Set forth below with respect to the Management Company and the General
Partner is the following information: (a) name; (b) address; (c) principal
business; (d) state of organization; and (e) controlling persons. Set forth
below with respect to each managing member of the Management Company and the
General Partner is the following: (a) name; (b) business address; (c) principal
occupation; and (d) citizenship.
1. The Management Company
(a) Farallon Capital Management, L.L.C.
(b) One Maritime Plaza, Suite 1325
San Francisco, California 94111
(c) Serves as investment adviser to various managed accounts
(d) Delaware limited liability company
(e) Managing Members: Thomas F. Steyer, Senior Managing Member; Enrique H.
Boilini, David I. Cohen, Joseph F. Downes, William F. Duhamel, Andrew
B. Fremder, Richard B. Fried, William F. Mellin, Stephen L. Millham,
Meridee A. Moore and Mark C. Wehrly, Managing Members.
2. The General Partner
(a) Farallon Partners, L.L.C.
(b) c/o Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 1325
San Francisco, California 94111
(c) Serves as general partner to investment partnerships
(d) Delaware limited liability company
(e) Managing Members: Thomas F. Steyer, Senior Managing Member; Enrique H.
Boilini, David I. Cohen, Joseph F. Downes, William F. Duhamel, Fleur
E. Fairman, Andrew B. Fremder, Richard B. Fried, William F. Mellin,
Stephen L. Millham, Meridee A. Moore and Mark C. Wehrly, Managing
Members.
3. The Individual Reporting Persons/The Managing Members
Except as stated below, each of the Managing Members (including the
Individual Reporting Persons) is a United States citizen whose business
address is c/o Farallon Capital Management, L.L.C., One Maritime Plaza,
Suite 1325, San Francisco, California 94111. Enrique H. Boilini is an
Argentinean citizen whose business address is c/o Farallon Capital
Management, L.L.C., 75 Holly Hill Lane, Greenwich, Connecticut 06830.
The principal occupation of Thomas F. Steyer is serving as senior
managing member of the Management Company and the General Partner. The
principal occupation of each other Managing Member is serving as a
managing member of the Management Company and/or the General Partner.
None of the Managing Members (including the
Page 32 of 63
<PAGE>
Individual Reporting Persons) have any additional information to
disclose with respect to Items 2-6 of the Schedule 13D that is not
already disclosed in the Schedule 13D.
Page 33 of 63
<PAGE>
SCHEDULE A
FARALLON CAPITAL PARTNERS, L.P.
NO. OF SHARES
PURCHASED (P) PRICE
TRADE DATE OR SOLD (S) PER SHARE
------------ --------------- ----------
05-08-00 2,900(S) $10.22
05-08-00 4,300(S) $10.22
05-08-00 3,700(S) $10.22
05-08-00 1,400(S) $10.22
05-08-00 1,900(S) $10.22
05-08-00 4,500(S) $10.25
05-08-00 1,500(S) $10.25
05-09-00 7,300(S) $10.25
05-09-00 2,000(S) $10.25
05-09-00 4,200(S) $10.20
05-15-00 700(S) $10.28
05-16-00 3,800(S) $10.25
05-16-00 2,400(S) $10.25
05-16-00 3,100(S) $10.25
05-16-00 300(S) $10.25
05-16-00 2,100(S) $10.25
05-17-00 100(S) $10.12
05-17-00 300(S) $10.12
05-17-00 300(S) $10.12
05-17-00 1,100(S) $10.12
05-17-00 300(S) $10.12
05-17-00 400(S) $10.12
05-17-00 300(S) $10.12
05-17-00 1,600(S) $10.12
05-19-00 400(S) $10.00
05-19-00 500(S) $10.00
05-19-00 800(S) $10.00
05-19-00 1,100(S) $10.00
05-19-00 100(S) $10.00
05-22-00 400(S) $10.06
05-22-00 1,000(S) $10.06
05-22-00 800(S) $10.06
05-22-00 200(S) $10.06
05-22-00 1,100(S) $10.06
05-24-00 200(S) $10.00
05-24-00 800(S) $10.00
05-24-00 400(S) $10.00
05-24-00 900(S) $10.00
05-24-00 2,500(S) $10.00
05-24-00 300(S) $10.00
Page 34 of 63
<PAGE>
05-25-00 1,300(S) $10.03
05-26-00 500(S) $10.06
05-26-00 1,000(S) $10.06
05-26-00 700(S) $10.00
05-26-00 1,300(S) $10.00
05-26-00 900(S) $10.00
05-30-00 4,400(S) $10.00
05-30-00 3,700(S) $10.09
06-01-00 5,000(S) $10.07
06-20-00 1,500(S) $10.22
06-23-00 17,000(S) $10.12
06-23-00 5,700(S) $10.12
06-23-00 3,900(S) $10.12
06-23-00 2,500(S) $10.12
07-05-00 562,611(P) $ 8.35-plus
the
Additional
Consideration, if
any, described
in
Item 3 above
Page 35 of 63
<PAGE>
SCHEDULE B
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.
---------------------------------------------
NO. OF SHARES
PURCHASED (P) PRICE
TRADE DATE OR SOLD (S) PER SHARE
------------ --------------- ----------
05-08-00 2,400(S) $10.22
05-08-00 200(S) $10.22
05-08-00 2,700(S) $10.22
05-08-00 1,000(S) $10.22
05-08-00 5,400(S) $10.22
05-08-00 200(S) $10.22
05-08-00 3,800(S) $10.25
05-08-00 1,200(S) $10.25
05-09-00 4,000(S) $10.25
05-09-00 1,500(S) $10.25
05-09-00 2,300(S) $10.25
05-09-00 500(S) $10.20
05-09-00 300(S) $10.20
05-09-00 2,700(S) $10.20
05-15-00 100(S) $10.28
05-15-00 400(S) $10.28
05-15-00 100(S) $10.28
05-16-00 300(S) $10.25
05-16-00 1,400(S) $10.25
05-16-00 400(S) $10.25
05-16-00 600(S) $10.25
05-16-00 500(S) $10.25
05-16-00 3,000(S) $10.25
05-16-00 800(S) $10.25
05-16-00 200(S) $10.25
05-16-00 200(S) $10.25
05-16-00 600(S) $10.25
05-16-00 900(S) $10.25
05-16-00 200(S) $10.25
05-16-00 700(S) $10.25
05-17-00 300(S) $10.12
05-17-00 700(S) $10.12
05-17-00 300(S) $10.12
05-17-00 2,400(S) $10.12
05-19-00 1,000(S) $10.00
05-19-00 1,500(S) $10.00
05-22-00 600(S) $10.06
05-22-00 2,000(S) $10.06
05-22-00 500(S) $10.06
05-24-00 700(S) $10.00
Page 36 of 63
<PAGE>
05-24-00 1,300(S) $10.00
05-24-00 2,300(S) $10.00
05-25-00 1,100(S) $10.03
05-26-00 1,200(S) $10.06
05-26-00 2,400(S) $10.00
05-30-00 3,700(S) $10.00
05-30-00 3,100(S) $10.09
06-01-00 4,200(S) $10.07
06-20-00 1,200(S) $10.22
06-23-00 8,300(S) $10.12
06-23-00 5,100(S) $10.12
06-23-00 3,500(S) $10.12
06-23-00 6,600(S) $10.12
06-23-00 1,000(S) $10.12
07-05-00 562,500(P) $ 8.35-plus
the
Additional
Consideration, if
any, described
in
Item 3 above
Page 37 of 63
<PAGE>
SCHEDULE C
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.
------------------------------------------------
NO. OF SHARES
PURCHASED (P) PRICE
TRADE DATE OR SOLD (S) PER SHARE
------------ --------------- ----------
05-08-00 500(S) $10.22
05-08-00 100(S) $10.22
05-08-00 200(S) $10.22
05-08-00 1,800(S) $10.22
05-08-00 400(S) $10.25
05-08-00 400(S) $10.25
05-08-00 300(S) $10.25
05-09-00 200(S) $10.25
05-09-00 1,500(S) $10.25
05-09-00 800(S) $10.20
05-15-00 100(S) $10.28
05-16-00 400(S) $10.25
05-16-00 700(S) $10.25
05-16-00 100(S) $10.25
05-16-00 400(S) $10.25
05-16-00 100(S) $10.25
05-16-00 100(S) $10.25
05-16-00 200(S) $10.25
05-16-00 100(S) $10.25
05-16-00 100(S) $10.25
05-17-00 100(S) $10.12
05-17-00 100(S) $10.12
05-17-00 200(S) $10.12
05-17-00 100(S) $10.12
05-17-00 100(S) $10.12
05-17-00 200(S) $10.12
05-19-00 200(S) $10.00
05-19-00 100(S) $10.00
05-19-00 200(S) $10.00
05-22-00 200(S) $10.06
05-22-00 300(S) $10.06
05-22-00 200(S) $10.06
05-24-00 200(S) $10.00
Page 38 of 63
<PAGE>
05-24-00 200(S) $10.00
05-24-00 500(S) $10.00
05-25-00 200(S) $10.03
05-26-00 300(S) $10.06
05-26-00 600(S) $10.00
05-30-00 800(S) $10.00
05-30-00 700(S) $10.09
06-01-00 500(S) $10.07
06-01-00 400(S) $10.07
06-20-00 300(S) $10.22
06-23-00 500(S) $10.12
06-23-00 900(S) $10.12
06-23-00 200(S) $10.12
06-23-00 3,300(S) $10.12
06-23-00 600(S) $10.12
07-05-00 202,500(P) $ 8.35-plus
the
Additional
Consideration, if
any, described
in
Item 3 above
Page 39 of 63
<PAGE>
SCHEDULE D
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.
-------------------------------------------------
NO. OF SHARES
PURCHASED (P) PRICE
TRADE DATE OR SOLD (S) PER SHARE
------------ --------------- ----------
05-08-00 100(S) $10.22
05-08-00 500(S) $10.22
05-08-00 100(S) $10.22
05-08-00 2,600(S) $10.22
05-08-00 100(S) $10.22
05-08-00 100(S) $10.25
05-08-00 1,000(S) $10.25
05-08-00 400(S) $10.25
05-09-00 2,300(S) $10.25
05-09-00 800(S) $10.20
05-09-00 200(S) $10.20
05-15-00 200(S) $10.28
05-16-00 400(S) $10.25
05-16-00 1,100(S) $10.25
05-16-00 100(S) $10.25
05-16-00 400(S) $10.25
05-16-00 100(S) $10.25
05-16-00 100(S) $10.25
05-16-00 200(S) $10.25
05-16-00 100(S) $10.25
05-16-00 100(S) $10.25
05-16-00 100(S) $10.25
05-16-00 100(S) $10.25
05-17-00 300(S) $10.12
05-17-00 100(S) $10.12
05-17-00 200(S) $10.12
05-17-00 300(S) $10.12
05-17-00 100(S) $10.12
05-17-00 100(S) $10.12
05-19-00 100(S) $10.00
05-19-00 100(S) $10.00
05-19-00 200(S) $10.00
05-19-00 200(S) $10.00
Page 40 of 63
<PAGE>
05-19-00 100(S) $10.00
05-22-00 800(S) $10.06
05-22-00 100(S) $10.06
05-24-00 300(S) $10.00
05-24-00 300(S) $10.00
05-24-00 100(S) $10.00
05-24-00 300(S) $10.00
05-24-00 300(S) $10.00
05-25-00 300(S) $10.03
05-26-00 400(S) $10.06
05-26-00 700(S) $10.00
05-30-00 1,100(S) $10.00
05-30-00 900(S) $10.09
06-01-00 1,200(S) $10.07
06-20-00 400(S) $10.22
06-23-00 2,200(S) $10.12
06-23-00 1,300(S) $10.12
06-23-00 900(S) $10.12
06-23-00 1,800(S) $10.12
06-23-00 300(S) $10.12
06-23-00 500(S) $10.12
07-05-00 112,500(P) $ 8.35-plus
the
Additional
Consideration, if
any, described
in
Item 3 above
Page 41 of 63
<PAGE>
SCHEDULE E
TINICUM PARTNERS, L.P.
----------------------
NO. OF SHARES
PURCHASED (P) PRICE
TRADE DATE OR SOLD (S) PER SHARE
------------ --------------- ----------
05-08-00 200(S) $10.22
05-08-00 300(S) $10.22
05-08-00 200(S) $10.22
05-08-00 100(S) $10.22
05-08-00 200(S) $10.25
05-08-00 100(S) $10.25
05-09-00 500(S) $10.25
05-09-00 200(S) $10.20
05-15-00 100(S) $10.28
05-16-00 600(S) $10.25
05-17-00 200(S) $10.12
05-19-00 100(S) $10.00
05-19-00 100(S) $10.00
05-22-00 100(S) $10.06
05-22-00 100(S) $10.06
05-24-00 100(S) $10.00
05-24-00 100(S) $10.00
05-25-00 100(S) $10.03
05-26-00 100(S) $10.06
05-26-00 100(S) $10.00
05-26-00 100(S) $10.00
05-30-00 100(S) $10.00
05-30-00 100(S) $10.00
05-30-00 100(S) $10.09
05-30-00 100(S) $10.09
06-01-00 100(S) $10.07
06-01-00 100(S) $10.07
06-01-00 100(S) $10.07
06-20-00 100(S) $10.22
06-23-00 100(S) $10.12
06-23-00 100(S) $10.12
06-23-00 600(S) $10.12
06-23-00 100(S) $10.12
06-23-00 100(S) $10.12
Page 42 of 63
<PAGE>
06-23-00 200(S) $10.12
06-23-00 400(S) $10.12
Page 43 of 63
<PAGE>
SCHEDULE F
RR CAPITAL PARTNERS, L.P.
-------------------------
NO. OF SHARES
PURCHASED (P) PRICE
TRADE DATE OR SOLD (S) PER SHARE
------------ --------------- ----------
07-05-00 60,000 (P) $ 8.35-plus
the
Additional
Consideration, if
any, described
in
Item 3 above
Page 44 of 63
<PAGE>
SCHEDULE G
FARALLON CAPITAL MANAGEMENT, L.L.C.
-----------------------------------
NO. OF SHARES
PURCHASED (P) PRICE
TRADE DATE OR SOLD (S) PER SHARE
------------ --------------- ----------
05-08-00 3,200(S) $10.22
05-08-00 11,300(S) $10.22
05-08-00 1,100(S) $10.22
05-08-00 5,000(S) $10.25
05-08-00 1,500(S) $10.25
05-09-00 2,300(S) $10.25
05-09-00 1,600(S) $10.25
05-09-00 6,400(S) $10.25
05-09-00 4,700(S) $10.20
05-15-00 800(S) $10.28
05-16-00 9,200(S) $10.25
05-16-00 3,500(S) $10.25
05-17-00 4,700(S) $10.12
05-19-00 3,200(S) $10.00
05-22-00 4,000(S) $10.06
05-24-00 2,500(S) $10.00
05-24-00 3,000(S) $10.00
05-25-00 200(S) $10.03
05-25-00 1,200(S) $10.03
05-26-00 1,500(S) $10.06
05-26-00 1,700(S) $10.00
05-26-00 1,500(S) $10.00
05-30-00 3,900(S) $10.00
05-30-00 600(S) $10.00
05-30-00 200(S) $10.00
05-30-00 3,300(S) $10.09
05-30-00 500(S) $10.09
05-30-00 200(S) $10.09
06-01-00 300(S) $10.07
06-01-00 1,800(S) $10.07
06-01-00 600(S) $10.07
06-01-00 700(S) $10.07
06-01-00 500(S) $10.07
06-01-00 1,400(S) $10.07
06-20-00 1,500(S) $10.22
06-23-00 800(S) $10.12
06-23-00 800(S) $10.12
06-23-00 1,200(S) $10.12
06-23-00 1,600(S) $10.12
06-23-00 700(S) $10.12
Page 45 of 63
<PAGE>
06-23-00 1,900(S) $10.12
06-23-00 1,200(S) $10.12
06-23-00 500(S) $10.12
06-23-00 1,800(S) $10.12
06-23-00 1,000(S) $10.12
06-23-00 600(S) $10.12
06-23-00 5,000(S) $10.12
06-23-00 3,000(S) $10.12
06-23-00 2,300(S) $10.12
06-23-00 1,700(S) $10.12
06-23-00 7,800(S) $10.12
05-08-00 100(S) $10.22
05-08-00 300(S) $10.22
05-08-00 100(S) $10.25
05-09-00 100(S) $10.25
05-09-00 100(S) $10.20
05-16-00 200(S) $10.25
05-17-00 100(S) $10.12
05-22-00 100(S) $10.06
05-24-00 100(S) $10.00
05-24-00 100(S) $10.00
05-30-00 100(S) $10.00
05-30-00 100(S) $10.09
06-01-00 100(S) $10.07
06-23-00 100(S) $10.12
06-23-00 100(S) $10.12
06-23-00 100(S) $10.12
06-23-00 100(S) $10.12
Page 46 of 63
<PAGE>
EXHIBIT INDEX
EXHIBIT 1 Joint Acquisition Statement Pursuant to Section
240.13d1(k)
EXHIBIT 2 Stock Purchase Agreement and Sale Agreement,
dated as of July 5, 2000
EXHIBIT 3 REIT Agreement (Ex. 99.1 to 8K) dated as of July
5, 2000 (Incorporated by reference to Exhibit 99.1
of the Form 8-K filed by the Company on July 6,
2000)
Page 47 of 63
<PAGE>
EXHIBIT 1
to
SCHEDULE 13D
JOINT ACQUISITION STATEMENT
PURSUANT TO SECTION 240.13d-1(k)
--------------------------------
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him, her or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the other entities or persons, except to the extent that he, she or
it knows or has reason to believe that such information is inaccurate.
Dated: July 13, 2000
/s/ Thomas F. Steyer
----------------------------------------
FARALLON PARTNERS, L.L.C.,
on its own behalf and as General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
TINICUM PARTNERS, L.P.,
And RR CAPITAL PARTNERS, L.P.
By Thomas F. Steyer,
Senior Managing Member
/s/ Thomas F. Steyer
----------------------------------------
FARALLON CAPITAL MANAGEMENT, L.L.C.,
By Thomas F. Steyer,
Senior Managing Member
/s/ Thomas F. Steyer
----------------------------------------
Thomas F. Steyer, individually and as attorney-in-fact
for each of Enrique H. Boilini, David I. Cohen,
Joseph F. Downes, William F. Duhamel,
Andrew B. Fremder, Richard B. Fried,
William F. Mellin, Stephen L. Millham,
Meridee A. Moore and Mark C. Wehrly.
Page 48 of 63
<PAGE>
EXHIBIT 2
to
SCHEDULE 13D
STOCK PURCHASE AND SALE AGREEMENT
STOCK PURCHASE AND SALE AGREEMENT dated as of July 5, 2000, among AMRESCO,
INC. and AMREIT HOLDINGS, INC. (each, a "Seller", and collectively, the
"Sellers") and the entities set forth on Schedule I hereto (each a "Purchaser"
and collectively, the "Purchasers").
RECITALS
--------
A. The Sellers own an aggregate of 1,500,111 shares (the "Shares") of
common beneficial interest, par value $.01 per share (the "Common Shares"), of
AMRESCO Capital Trust (the "Company").
B. The Purchasers desire to acquire from the Sellers and the Sellers wish
to sell to the Purchasers, on the terms and subject to the conditions contained
in this Agreement, the Shares.
AGREEMENT
---------
In consideration of the premises and the mutual covenants and the
agreements herein set forth and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:
Section 1. Purchase and Sale of the Shares.
--------------------------------
Upon the terms and subject to the conditions of this Agreement, effective
as of the time of the Closing, the Sellers hereby sell, transfer, assign and
deliver to the Purchasers, and each of the Purchasers hereby purchases from the
Sellers, free and clear of all liens, claims or encumbrances, that number of the
Shares set forth opposite such Purchaser's name on Schedule I hereto for (a) the
portion of the Payment Amount set forth opposite such Purchaser's name on
Schedule I, payable as set forth in Section 2 below and (b) the Additional
Consideration, if any, payable by such Purchaser as set forth in Section 4
below.
Section 2. Payment Amount.
---------------
Upon the terms and subject to the conditions of this Agreement, at the
Closing, as payment for the Shares, each of the Purchasers will pay to the
Sellers an amount (the aggregate such amounts for all of the Purchasers being
the "Payment Amount") in cash equal to (a) the amount set forth under the
heading "Purchase Price" on Schedule I opposite such Purchaser's name (the total
of such amounts being the "Purchase Price"), less (b) the amount set forth under
the heading "Illiquidity Discount" on Schedule I opposite such Purchaser's name,
by wire transfer of immediately available funds to the following account:
Bank of America
Page 49 of 63
<PAGE>
Dallas, Texas
ABA #111000012
Acct #1292000883
Agency Services
Attn: AMRESCO
Section 3. The Closing.
-----------------------
(a) Time and Place of Closing. The closing of the sale of the Shares (the
"Closing") will take place at the offices of Richards Spears Kibbe & Orbe, One
Chase Manhattan Plaza, New York, New York 10005, at 10:00 a.m. (New York City
time), on July 5, 2000, or at such other location or time as the parties may
agree in writing (such date of the Closing being hereinafter referred to as the
"Closing Date").
(b) Transactions to be Effected at the Closing. Upon the terms and subject
to the conditions of this Agreement, at the Closing:
(i) Deliveries by the Sellers. The Sellers will deliver, or cause to
be delivered, to the Purchasers:
(A) the Shares, either (I) with respect to the portion of the
Shares represented by certificates, by delivering certificates
representing the Shares, duly endorsed in blank or accompanied by
stock powers duly endorsed in blank in proper form for transfer (such
form to be acceptable to the Company's transfer agent for the Shares),
with appropriate transfer stamps, if any, affixed, and medallion
guaranteed, if required or (II) with respect to the portion of the
Shares that are not represented by certificates, by book-entry
delivery of such Shares to an account specified by the Purchasers;
(B) the Consents, documents, instruments and agreements referred
to in Section 3(c); and
(C) such other documents as the Purchasers or their counsel may
reasonably request to demonstrate satisfaction of the conditions and
compliance with the agreements set forth in this Agreement; and
(ii) Deliveries by the Purchasers. The Purchasers will deliver, or
cause to be delivered, to the Sellers:
(A) payment of the Payment Amount, as provided in Section 2;
(B) the documents, instruments and agreements referred to in
Section 3(d); and
Page 50 of 63
<PAGE>
(C) such other documents as the Sellers or their counsel may
reasonably request to demonstrate satisfaction of the conditions and
compliance with the agreements set forth in this Agreement.
(c) Conditions Precedent to the Obligations of the Purchasers. The
obligations of the Purchasers under this Agreement are subject to the
fulfillment of each of the following conditions, unless waived by the Purchasers
in writing:
(i) Consents. The Purchasers shall have received copies of all
approvals, consents, authorizations or orders of, notices to or
registrations or filings with, or any other action by, any governmental
authority or other person or entity ("Consents"), including, without
limitation:
(A) the consent and approval of the Board of Trust Managers of
the Company to (I) the transactions contemplated by this Agreement and
the REIT Agreement (as defined below), (II) the Purchasers and their
affiliates acquiring and owning up to 18.19262% of the outstanding
Common Shares and (III) the Company's plan of liquidation as
contemplated as of the date of this Agreement;
(B) the consent and approval of the Board of Directors of each of
the Sellers to the transactions contemplated by this Agreement; and
(C) the written agreement of Bank of America, N.A., as
Administrative Agent ("BofA"), releasing the Shares from the pledge
securing the Amended and Restated Credit Agreement, dated as of
January 18, 2000, among AMRESCO, INC. and certain of its affiliates,
as the Borrower, BofA and certain financial institutions and funds, as
Lenders.
(ii) Representations and Warranties; Performance of Agreements. The
representations, warranties and covenants of the Sellers contained in this
Agreement shall be true, correct and complied with in all material
respects.
(iii) Shares. The Sellers shall have duly (A) with respect to the
portion of the Shares that are represented by certificates, delivered the
certificate or certificates representing all of the Shares to the
Purchasers, duly endorsed in blank or accompanied by stock powers duly
endorsed in blank in proper form for transfer (such form to be acceptable
to the Company's transfer agent for the Shares), with appropriate transfer
stamps, if any, affixed, and medallion guaranteed, if required, and (B)
with respect to the portion of the Shares that are not represented by
certificates, delivered such Shares by book-entry to the account specified
by the Purchasers, in each case, free and clear of all liens, claims,
encumbrances, voting trusts, voting agreements, transfer restrictions and
other restrictions of any nature whatsoever (collectively "Encumbrances"),
other than those (I) required by the Company's Amended and Restated
Declaration of Trust, as such restrictions may be modified by the REIT
Agreement, (II) imposed by applicable securities laws or (III) that are
imposed by this Agreement or the REIT Agreement (the Encumbrances listed in
(I), (II) and (III) being the "Permitted Encumbrances"). In addition, all
shareholders agreements or similar agreements or arrangements with respect
to the Shares shall have been terminated and shall be of no further force
or effect.
Page 51 of 63
<PAGE>
(iv) Opinions of Counsel. The Purchasers shall have received an
opinion of Haynes and Boone, LLP, counsel for the Sellers, substantially in
the form of Exhibit A hereto, and the opinion of the General Counsel for
the Sellers, substantially in the form of Exhibit B hereto.
(v) No Defaults or Violations. There shall exist no breach or default
(or event which with or without the lapse of time or the giving of notice,
or both would constitute a breach or default) under any material agreement
to which any of the Sellers or the Company may be a party or may be bound.
In addition, neither the Company nor the Sellers shall be in, or have
received written notice of, any violation of or default with respect to,
any applicable statute, law, rule, regulation or order.
(vi) No Litigation. There shall be no action, suit, investigation,
complaint, litigation, arbitration or other proceeding threatened or
pending which challenges or seeks to restrain or prohibit the transactions
contemplated by this Agreement.
(vii) No Dividends or Redemptions. Since June 27, 2000, the Company
shall not have declared or paid (A) any dividend or other distribution of
any kind on any shares of the Company's capital stock or beneficial
interests or (B) any payments in cash or otherwise, on account of the
purchase, redemption, retirement or acquisition of (I) any shares of the
Company's capital stock or beneficial interests or (II) any option, warrant
or other right to acquire shares of the Company's capital stock or
beneficial interests.
(viii) No Material Adverse Change. Since December 31, 1999, except as
publicly disclosed by the Company, there shall not have occurred any
material adverse change in the financial condition, business, assets or
circumstances of the Company.
(ix) REIT Agreement. The Company and the Purchasers shall have entered
into the agreement attached hereto as Exhibit C (the "REIT Agreement"), and
the REIT Agreement shall be in full force and effect.
(d) Conditions Precedent to the Obligations of the Sellers. The obligations
of the Sellers under this Agreement are subject to the fulfillment of the
following condition, unless waived by the Sellers in writing:
(i) Representations and Warranties; Performance of Agreements. The
representations, warranties and covenants of the Purchasers contained in
this Agreement shall be true, correct and complied with in all material
respects.
(ii) Payment Amount. The Sellers shall have received the Payment
Amount by wire transfer to the account set forth in Section 2 above.
(iii) No Litigation. There shall be no action, suit, investigation,
complaint, litigation, arbitration or other proceeding threatened or
pending which challenges or seeks to restrain or prohibit the transactions
contemplated by this Agreement.
Page 52 of 63
<PAGE>
(iv) REIT Agreement. The Company and the Purchasers shall have entered
into the REIT Agreement, and the REIT Agreement shall be in full force and
effect
Section 4. Additional Consideration.
-------------------------
(a) Payment of Additional Consideration. In addition to the Payment Amount,
as additional consideration for the Shares, after the Additional Consideration
Trigger Date, if any, each of the Purchasers will, from time to time, pay to the
Sellers an amount equal to such Purchaser's Pro Rata Share of any Additional
Consideration.
(b) Calculation of Additional Consideration. From and after the Additional
Consideration Trigger Date, if any, within 5 business days after the Company
shall pay, distribute or deliver any Distribution to the holders of the Common
Shares, (i) the Sellers shall deliver to the Purchasers a written statement
setting forth the Additional Consideration with respect to such Distribution,
setting forth the calculation thereof in reasonable detail, and (ii) unless the
Purchasers reasonably dispute the amount of Additional Consideration (or the
calculation thereof) set forth in such statement, within 5 business days after
the date on which the Purchasers receive such statement from the Sellers, the
Purchasers will pay to the Sellers, as additional consideration for the Shares,
an aggregate amount in cash equal to such Additional Consideration, by wire
transfer of immediately available funds to the Sellers' account set forth in
Section 2(a) above.
(c) Payment Mechanics. The Purchasers and the Sellers will negotiate
reasonably in good faith to determine the appropriate mechanism for delivering
or paying the Additional Consideration, if any, to the Sellers; provided,
however, that in no event will such mechanism be structured in a manner which
would cause the Company to be treated as paying preferential dividends to the
Sellers within the meaning of Section 562(c) of the Internal Revenue Code, due
to the delivery of such Additional Consideration to the Sellers hereunder.
(d) Sale of the Shares. In the event that the Purchasers shall sell the
Shares, the Purchasers agree to remain responsible for making the payments of
Additional Consideration, if any, to the Sellers after the date of such sale of
the Shares, with such Additional Consideration calculated as if the Purchasers
did not sell the Shares.
(e) Definitions. For purposes of this Agreement, the following capitalized
terms have the following meanings:
"Additional Consideration" with respect to any Distribution, means an
amount equal to the product of (i) 90%, multiplied by (ii) the amount of
such Distribution, so long as such Distribution was received by the
Purchasers after the Purchasers have received an amount equal to the
Required Amount.
"Distributions" means all dividends and distributions on or with
respect to the Shares from and after the date of this Agreement, but does
not include any proceeds or amounts received in connection with a sale of
the Shares after the Closing Date.
Page 53 of 63
<PAGE>
"Additional Consideration Trigger Date" means the date on which the
Purchasers shall have received an aggregate amount of Distributions at
least equal to the Required Amount.
"Required Amount" means an amount equal to the sum of (i) the
aggregate Purchase Price, plus (ii) the aggregate of per diem amounts equal
to 16% per annum on a declining balance equal to the excess, if any of (A)
the aggregate Purchase Price, over (B) the sum of all Distributions
received by the Purchasers from and after the date of this Agreement
through the relevant date of calculation.
"Pro Rata Share" means, for each Purchaser, the percentage set forth
under the heading "Pro Rata Share" opposite such Purchaser's name on
Schedule I hereto.
Section 5. Representations and Warranties of the Sellers. Each of the
Sellers represents and warrants to each Purchaser as of the date hereof and as
of the Closing Date as follows:
(a) Power. Such Seller is duly incorporated, validly existing and in
good standing under the laws of the jurisdiction of its organization. Such
Seller has the necessary power and authority to execute and deliver this
Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby.
(b) Binding Effect. This Agreement has been duly executed and
delivered by such Seller and is a legal, valid and binding obligation of
such Seller enforceable against it in accordance with its terms.
(c) Contravention. Neither the execution, delivery and performance of
this Agreement nor the consummation of the transactions contemplated hereby
will (with or without notice or lapse of time or both) (i) conflict with or
breach any provision of such Seller's organizational or charter documents,
(ii) violate any statute, law, rule, regulation or order by which such
Seller or any of its properties may be bound or affected, or (iii) conflict
with or result in a default under any material contract or agreement to
which such Seller is a party or by which it or any of its properties may be
bound or affected.
(d) Approvals. No Consent, including, without limitation, the Consent
of the Company, is required in connection with (i) the due execution and
delivery by such Seller of this Agreement, (ii) the performance by such
Seller of its obligations under this Agreement or (iii) the sale, transfer
and delivery of the Shares to the Purchasers.
(e) Share Ownership. Such Seller is the sole record and beneficial
owner of the number of Shares set forth opposite such Seller's name on
Schedule II hereto. The Shares owned by such Seller have been validly
issued, fully paid and are nonassessable. Such Seller's right, title and
interest in the Shares are free and clear of all Encumbrances, except for
the Permitted Encumbrances. Upon the consummation of the transactions
contemplated by this Agreement, such Seller will transfer to the Purchasers
good and marketable title to the number of Shares set forth opposite such
Seller's name on Schedule II hereto, free and clear of all Encumbrances and
transfer restrictions of any kind, except for Permitted Encumbrances. Such
Seller has not transferred, assigned,
Page 54 of 63
<PAGE>
sold, conveyed or otherwise disposed of any or all of such Seller's rights
with respect to the Shares.
(f) No General Solicitation. The Shares offered to the Purchasers were
not offered to the Purchasers by way of general solicitation or general
advertising.
(g) Accredited Investor. Such Seller is an "accredited investor" as
defined in Rule 501 promulgated under the Securities Act of 1933, as
amended.
(h) Sophisticated Seller. Such Seller is a sophisticated seller with
respect to the Shares. Such Seller has received such information concerning
the business and financial condition of the Company as such Seller deems
necessary in order to make an informed decision to sell the Shares to the
Purchasers. In making the decision to sell the Shares, such Seller has
relied solely on information obtained from sources other than the
Purchasers and has independently, without reliance upon the Purchasers and
based on such information as it deemed appropriate, made its own analysis
and decision to sell the Shares to the Purchasers.
(i) Solvency of the Seller. Such Seller is not Insolvent and will not
be rendered Insolvent as a result of the transactions contemplated by this
Agreement. Such Seller has sufficient capital to support such Seller's
current and anticipated business operations and such Seller is now paying,
and intends to pay, all of its debts as they become due. Such Seller is
receiving reasonably equivalent value in exchange for the Shares being sold
to the Purchasers and the Purchase Price and all other material terms of
the transactions contemplated by this Agreement were the subject of arms'
length negotiations. For purposes of this clause (i), the term "Insolvent"
means that (i) the value of such Seller's assets is less than the value of
its liabilities and (ii) the present fair salable value of such Seller's
assets is less than the probable liability of such Seller for all of its
existing debts as such debts mature and become due.
(j) No Dividends or Distributions. Since June 27, 2000, the Company
has not declared or paid (i) any dividend or other distribution of any kind
on any shares of the Company's capital stock or beneficial interests or
(ii) any payments in cash or otherwise, on account of the purchase,
redemption, retirement or acquisition of (A) any shares of the Company's
capital stock or beneficial interests or (B) any option, warrant or other
right to acquire shares of the Company's capital stock or beneficial
interests.
Section 6. Representations and Warranties of the Purchasers.
------------------------------------------------------
Each Purchaser, severally and not jointly and severally, with respect to
itself only, hereby represents and warrants to the Sellers as of the date hereof
and as of the Closing Date as follows:
(a) Power. Such Purchaser is validly existing and in good standing
under the laws of the jurisdiction of its organization. Such Purchaser has
the necessary power and authority to execute and deliver this Agreement, to
perform its obligations hereunder and to consummate the transactions
contemplated hereby.
(b) Binding Effect. This Agreement has been duly executed and
delivered by such Purchaser and is a legal, valid and binding obligation of
such Purchaser enforceable against it in accordance with its terms.
Page 55 of 63
<PAGE>
(c) Contravention. Neither the execution, delivery and performance of
this Agreement nor the consummation of the transactions contemplated hereby
will (with or without notice or lapse of time or both) (i) conflict with or
breach any provision of such Purchaser's organizational or charter
documents, (ii) violate any law, rule or regulation by which such Purchaser
or any of its properties may be bound or affected, or (iii) conflict with
or result in a default under any material contract or agreement to which
such Purchaser is a party or by which it or any of its properties may be
bound or affected.
(d) Approvals. Except for the Consents referred to in Section 3(c)(i),
no author ization, consent, order or approval of, notice to or registration
or filing with, or any other action by any governmental authority or other
person is required in connection with (i) the due execution and delivery by
such Purchaser of this Agreement, or (ii) the performance by such Purchaser
of its obligations under this Agreement.
(e) Accredited Investor. Such Purchaser is an "accredited investor" as
defined in Rule 501 promulgated under the Securities Act and has such
knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of an investment in the Shares.
(f) Sophisticated Purchaser. Such Purchaser is a sophisticated
purchaser with respect to the Shares. Such Purchaser has received such
information concerning the business and financial condition of the Company
as such Purchaser deems necessary in order to make an informed decision to
purchase the Shares from Sellers. In making the decision to purchase the
Shares, such Purchaser has relied solely on information obtained from
sources other than the Sellers and has independently, without reliance upon
the Sellers and based on such information as it deemed appropriate, made
its own analysis and decision to purchase the Shares from Sellers.
Section 7. Indemnification.
----------------
(a) By Sellers. The Sellers agree to indemnify the Purchasers and their
affiliates and each of their respective shareholders, partners, members,
managers, directors, officers, employees, agents and affiliates (collectively,
the "Purchaser Indemnified Persons") against, and hold each Purchaser
Indemnified Person harmless from, any and all liabilities, losses, damages,
diminution in value, claims, costs and expenses (including reasonable attorneys'
fees and expenses) (collectively, "Losses") that the Purchaser Indemnified
Persons may suffer arising out of or due to any inaccuracy or breach of any of
the representations and warranties of the Sellers contained in this Agreement or
the nonfulfillment of any covenant, undertaking, agreement or other obligation
of the Sellers contained in this Agreement.
(b) By Purchasers. Each Purchaser, severally and not jointly and severally,
as to itself only, agrees to indemnify the Sellers and their respective
affiliates and each of their respective shareholders, partners, members,
managers, directors, officers, employees, agents and affiliates (collectively,
the "Seller Indemnified Persons") against, and hold each Seller Indemnified
Person harmless from, any and all Losses that the Seller Indemnified Persons may
suffer arising out of or due to any inaccuracy or breach of any of the
representations and warranties of such Purchaser contained in this Agreement or
the nonfulfillment of any covenant, undertaking, agreement or other obligation
of such Purchaser contained in this Agreement.
Page 56 of 63
<PAGE>
Section 8. Guarantee.
----------
(a) Guarantee. AMRESCO, INC. (the "Guarantor") hereby unconditionally and
irrevocably guarantees the due and prompt payment and performance of the
obligations of AMREIT Holdings, Inc. under this Agreement (the "Guaranteed
Obligations"). This guaranty is a guaranty of payment and not of collection.
Therefore, the Purchasers can insist that the Guarantor pay the Guaranteed
Obligations immediately when due, and the Purchasers are not required to attempt
to collect first from any Seller or the Company. The obligation of the Guarantor
shall be irrevocable and absolute.
(b) Obligations Not Affected. The Purchasers may release any of the Sellers
or the Company from its liability for the Guaranteed Obligations, either in
whole or in part, without affecting the obligations of the Guarantor under this
Section 8. The Guarantor's obligations under this Section 8 shall not be
released or affected by (i) the voluntary or involuntary liquidation, sale or
other disposition of all or substantially all of the assets of any Seller or the
Company, or any receivership, insolvency, bankruptcy, reorganization or other
similar proceedings affecting any Seller or the Company or any of their
respective assets or (ii) any change in the composition or structure of any
Seller, the Company or the Guarantor, including a merger or consolidation with
any other Person.
(c) Obligations Not Affected by Bankruptcy. The Guarantor further agrees
that if any payments to the Purchasers on the Guaranteed Obligations are
invalidated in whole or in part, declared to be fraudulent or preferential, set
aside or required to be repaid to a trustee, receiver or any other party under
any bankruptcy act or code, state or federal law, common law or equitable
doctrine, the obligations of the Guarantor under this Section 8 shall remain in
full force and effect (or are reinstated as the case may be) until payment in
full of those amounts.
(d) Waivers. The Guarantor waives any right it may have to receive notice
of the following matters before the Purchasers enforces any of their rights: (i)
the Purchasers' acceptance of this guarantee, (ii) any default by the Company or
any Seller under this Agreement, (iii) any demand, (iv) any action that the
Purchasers take regarding any Seller or the Company regarding the Guaranteed
Obligations or any other obligation which they might be entitled to by law or
under any other agreement.
Section 9. Confidentiality.
---------------
(a) Agreement Not to Disclose This Agreement and the Transaction. Except as
may be required by applicable law, each of the parties hereto agrees not to, and
agrees to cause its Representatives (as defined below) not to, disclose to any
person or entity (i) the purpose or existence of this Agreement or any of its
terms, conditions or other facts with respect to this Agreement, or (ii) the
transactions contemplated by this Agreement, or the terms, conditions or
existence thereof, including without limitation, the parties thereto.
Notwithstanding the foregoing provisions, the parties hereto may disclose this
Agreement and the transactions contemplated hereby to its Representatives who
(i) need to know such information, (ii) are informed of its confidential nature
and (iii) agree to be bound by the terms of this Agreement. Each of the parties
hereby agrees to be fully responsible for any breach of this Agreement by any of
its Representatives.
(b) Representative. As used herein, "Representatives" of a party means
such party's affiliates, subsidiaries and each of their respective shareholders,
partners, members, managers,
Page 57 of 63
<PAGE>
directors, officers, employees and agents (including without limitation,
attorneys, consultants and financial advisors) of such party.
Section 10. Miscellaneous.
-------------
(a) Notices. All notices, requests, demands and other communications to any
party or given under this Agreement (collectively, "Notices") will be in writing
and delivered personally, by overnight courier or by registered mail to the
parties at the following address or sent by telecopier, with confirmation
received, to the telecopy number specified below (or at such other address or
telecopy number as will be specified by a party by like notice given at least
five calendar days prior thereto):
(i) If to the Purchasers, at:
c/o Farallon Capital Management, L.L.C.
One Maritime Plaza
Suite 1325
San Francisco, California 94111
Attention: Derek Schrier and
Kirsten Lynch
Telephone: (415) 421-2132
Facsimile: (415) 421-2133
with a copy to:
Richards Spears Kibbe & Orbe
One Chase Manhattan Plaza
57th Floor
New York, New York 10005
Attention: Paul Haskel, Esq.
Telephone: 212-530-1800
Facsimile: 212-530-1801
(ii) If to the Sellers, at:
c/o AMRESCO, INC.
700 North Pearl Street
Suite 1900
Dallas, Texas 75201
Attention: Jonathan S. Pettee and
Keith Blackwell
Page 58 of 63
<PAGE>
Telephone: 214-953-7727
Facsimile: 214-953-7757
All Notices will be deemed delivered when actually received. Each of the parties
will hereafter notify the other in accordance with this Section of any change of
address or telecopy number to which notice is required to be mailed.
(b) Counterparts. This Agreement may be executed by facsimile in one or
more counterparts, and by different parties hereto in separate counterparts,
each of which when executed will be deemed an original, but all of which taken
together will constitute one and the same instrument.
(c) Amendment of Agreement. This Agreement may not be amended except by an
instrument in writing signed on behalf of each of the parties hereto.
(d) Successors and Assigns. This Agreement will be binding upon and inures
to the benefit of, and is enforceable by, the respective successors and
permitted assigns of the parties hereto. This Agreement may not be assigned by
any party hereto without the prior written consent of all other parties hereto.
Any assignment or attempted assignment in contravention of this Section will be
void ab initio and will not relieve the assigning party of any obligation under
this Agreement.
(e) Severability. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law, or public
policy, all other conditions and provisions of this Agreement will nevertheless
remain in full force and effect so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner adverse to
any party. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto will negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in an acceptable manner to the end that the
transactions contemplated hereby are fulfilled to the extent possible.
(f) Governing Law. This Agreement will be governed by, and construed in
accordance with, the laws of the state of New York applicable to contracts
executed in and to be performed entirely within that state.
(g) Waiver of Jury Trial. EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN
ANY LAWSUIT, ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT UNDER THIS
AGREEMENT OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR TO BE
DELIVERED IN CONNECTION WITH THIS AGREEMENT AND AGREES THAT ANY LAWSUIT, ACTION
OR PROCEEDING WILL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.
(h) Choice of Forum. Each of the Sellers and Purchasers irrevocably and
unconditionally submits to and accepts the exclusive jurisdiction of the United
States District Court for the Southern District of New York located in the
Borough of Manhattan or (if such court is not available) the courts of the State
of New York located in the County of New York, for any action, suit, or
proceeding arising out of or based upon this Agreement or any matter
Page 59 of 63
<PAGE>
relating to it, and waives any objection that it may have to the laying of venue
in any such court or that such court is an inconvenient forum or does not have
personal jurisdiction over it.
(i) Limited Liability. Notwithstanding anything contained in this Agreement
to the contrary, the parties agree that all obligations and liabilities of any
Purchaser under this Agreement are enforceable solely against such Purchaser and
such Purchaser's assets and not against any general or limited partner of such
Purchaser nor against any assets of any general or limited partner of such
Purchaser.
(j) Liability Several. Notwithstanding any other provision of this
Agreement to the contrary, the obligations of the Purchaser under this Agreement
are several (and not joint and several) as follows (x) each Purchaser is
responsible only for breaches of representations, warran ties, covenants and
agreements of such Purchaser (and not those of any other Purchaser) set forth
herein and (y) with respect to any obligation of the Purchasers hereunder not
covered by clause (x) above, such obligation shall be allocated severally among
the Purchasers (and not jointly) in the proportions set forth on Schedule I.
(k) Further Assurances. Promptly upon reasonable request by any party
hereto, each of the Sellers shall execute, acknowledge, deliver, register and
re-register any and all such further acts, conveyances, agreements, assignments,
notices of assignment, transfers, certificates, assurances and other instruments
as the Purchasers may require from time to time in order to carry out more
effectively the purposes of this Agreement.
Page 60 of 63
<PAGE>
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
as of the date first written above.
FARALLON CAPITAL PARTNERS, L.P.
FARALLON CAPITAL INSTITUTIONAL
PARTNERS, L.P.
FARALLON CAPITAL INSTITUTIONAL
PARTNERS II, L.P.
FARALLON CAPITAL INSTITUTIONAL
PARTNERS III, L.P.
RR CAPITAL PARTNERS, L.P.
By: Farallon Partners, L.L.C.,
its General Partner
By: /s/ Andrew B. Fremder
-----------------------------------
Name: Andrew B. Fremder
Title:
AMRESCO, INC.
By: /s/ L. Keith Blackwell
-----------------------------------
Name:L. Keith Blackwell
Title: Senior Vice President
AMREIT HOLDINGS, INC.
By: /s/ William C. Cole
-----------------------------------
Name: William C. Cole
Title: President
Page 61 of 63
<PAGE>
SCHEDULE I
to
STOCK PURCHASE AND SALE AGREEMENT
Purchasers
Number Purchase Illiquidity Payment Pro Rata
Purchaser of Shares Price Discount Amount Share
--------- --------- ------------ --------- --------- --------
Farallon Capital
Partners, L.P. 562,611 $ 4,782,194 $ 86,260 $ 4,695,934 37.505%
Farallon Capital
Institutional
Partners, L.P. 562,500 $ 4,781,250 $ 86,244 $ 4,695,006 37.497%
Farallon Capital
Institutional
Partners II, L.P. 202,500 $ 1,721,250 $ 31,048 $ 1,690,202 13.499%
Farallon Capital
Institutional
Partners III, L.P. 112,500 $ 956,250 $ 17,249 $ 939,001 7.499%
RR Capital
Partners, L.P 60,000 $ 510,000 $ 9,199 $ 500,801 4.000%
---------------------------------- ---------------------- -------------------
Totals: 1,500,111 $12,750,944 $ 230,000 $12,520,944 100.00%
Page 62 of 63
<PAGE>
SCHEDULE II
to
STOCK PURCHASE AND SALE AGREEMENT
Sellers
Number
Seller of Shares
------ ---------
AMRESCO, INC. 100
AMREIT Holdings, Inc. 1,500,011
--------------------- ---------
Total: 1,500,111
Page 63 of 63
