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Exhibit 2.1
AMRESCO CAPITAL TRUST
PLAN OF LIQUIDATION AND DISSOLUTION
This Plan of Liquidation and Dissolution (hereinafter called the
"Plan") is for the purpose of effecting the complete liquidation and dissolution
of AMRESCO Capital Trust, a Texas real estate investment trust (the "Company"),
pursuant to the following steps:
1. The Plan shall become effective upon the approval of the
liquidation and dissolution of the Company pursuant to this
Plan (the "Dissolution") by the shareholders of the Company,
or as soon thereafter as practicable (the date that this Plan
becomes effective, the "Effective Date". Upon the Effective
Date, the Company will cease conducting normal business
operations pursuant to this Plan except insofar as may be
necessary for the winding up of the business and affairs of
the Company, and proceed to a complete liquidation and
dissolution of the Company in accordance with the requirements
of the Texas Real Estate Investment Trust Act and the Internal
Revenue Code of 1986, as amended.
2. The officers of the Company are hereby authorized to sell and
otherwise to liquidate any and all of the assets and
properties of the Company and to pay, discharge or make
adequate provision for the payment of all of the known debts,
liabilities and obligations of the Company.
3. Liquidating distributions may be made to shareholders in
accordance with the Declaration of Trust in amounts and as
determined by the Board of Trust Managers, provided that the
Board of Trust Managers believes at that time that any
contingency reserve and the remaining assets of the Company
are adequate to provide for the Company's remaining
liabilities (actual and contingent) and expenses. The Board of
Trust Managers is authorized to determine the amount of any
contingency reserve and may, in their sole discretion,
increase or decrease the amount of the contingency reserve as
the Board of Trust Managers determines to be adequate to
provide for the just and equitable payment of liabilities and
obligations of the Company. The officers of the Company shall
place such funds in an account of the Company as the Board of
Trust Managers has determined should be maintained as a
contingency reserve.
4. After the sale of such of the assets and properties of the
Company as the officers shall deem in the best interest of the
Company, and after applying such property as far as it will go
to the just and equitable payment of obligations and
liabilities of the Company, the remaining property and assets
of the Company shall be distributed to the shareholders of the
Company in
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cancellation of all of the outstanding capital shares of the
Company and in accordance with such shareholders' respective
rights and interests.
5. The Board of Trust Managers of the Company is hereby
authorized, in its discretion, to choose to maintain existence
of the Company as a real estate investment trust for the
purposes of winding up the affairs contemplated herein.
Alternatively, the Board of Trust Managers of the Company is
hereby authorized, in its discretion, to elect to terminate
the Company's status as a real estate investment trust. The
Board of Trust Managers is authorized to establish a
Liquidating Trust (as defined below) for the benefit of the
shareholders of the Company to distribute the remaining
proceeds.
6. The officers of the Company are hereby authorized and directed
to file such documents as are necessary to effect the
Dissolution of the Company under the Texas Real Estate
Investment Trust Act.
7. The officers of the Company are hereby authorized to complete
and file any and all necessary or appropriate forms with the
Internal Revenue Service. As soon as practicable after the
Dissolution, the officers shall execute and file the final
federal and state income tax returns of the Company, if any,
and all other returns, documents and information required to
be filed by reason of the Dissolution.
8. The members of the Board of Trust Managers shall continue to
receive compensation for as long as they remain members of the
Board until the final distribution of assets of the Company.
9. Implementation of the Plan shall be under the direction of the
members of the Board of Trust Managers or the trustees of the
Liquidating Trust, who shall have full authority to carry out
the provisions of the Plan or such other actions as they deem
appropriate without further shareholder action. The Board
shall have the authority to amend or modify the Plan without
the further approval of the shareholders of the Company,
except as required by the Texas Real Estate Investment Trust
Act.
10. Prior to the filing of articles of dissolution, the Board of
Trust Managers shall have full authority to abandon and revoke
the Dissolution as the Board deems appropriate without further
shareholder action.
11. The actions provided for in this Plan shall be commenced as
soon as practicable after the Effective Date, and such
proceeds shall be distributed and the Dissolution shall be
completed as soon as practicable after the Effective Date.
12. The officers and Trust Managers of the Company or the trustees
of the Liquidating Trust are authorized to perform, and shall
perform, such acts and
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take such steps as may be necessary or convenient to carry out
this Plan, including, but not limited to, the execution and
delivery, on behalf of the Company and in its name, of any and
all documents and instruments as may be required to collect
and distribute the property and assets of the Company in
accordance with the provisions of this Plan, and all such
other and further instruments as may be necessary to vest
title to the assets of the Company in its shareholders in
accordance with this Plan, and wind up its affairs in
dissolution in accordance with this Plan.
13. After adoption of the Dissolution by the shareholders, the
shareholders shall have no right to approve or disapprove the
terms of the sale of the Company's assets.
14. At any time, the Board of Trust Managers may, if the Board of
Trust Managers deems such action to be in the best interests
of the Company and the shareholders, cause the common shares
of beneficial interest of the Company to be delisted from any
securities exchange on which they are traded or to no longer
be traded or completely prohibit the trading or other transfer
of such common shares if and to the extent permitted by law.
15. If, in the judgment of the Board of Trust Managers, it appears
that the Company will be unable to satisfy its legally
enforceable obligations within 24 months after the Effective
Date, or if, at any time, the Company will no longer qualify
as a real estate investment trust, the Board of Trust Managers
may cause the Company to create a liquidating trust (the
"Liquidating Trust") and to distribute beneficial interests in
the Liquidating Trust to the shareholders as part of the
liquidation process. The Liquidating Trust shall be
constituted pursuant to a liquidating trust agreement in such
form as the Board may approve, it being intended that the
transfer and assignment to the Liquidating Trust pursuant
hereto and the distribution to shareholders of the beneficial
interests therein shall constitute a part of the final
liquidating distribution by the Company to the shareholders of
their interests in the remaining amount of cash and other
property held by or for the account of the Company. From and
after the date of the Company's transfer of cash and property
to the Liquidating Trust, the Company shall have no interest
of any character in and to any such cash and property and all
of such cash and property shall thereafter be held by the
Liquidating Trust solely for the benefit of and ultimate
distribution to the shareholders, subject to any unsatisfied
debts, liabilities and expenses.
16. The Company shall reserve sufficient assets and/or obtain or
maintain such insurance as shall be necessary to provide the
continued indemnification of the Board of Trust Managers,
officers and agents of the Company, and other parties whom the
Company has agreed to indemnify, to the full extent provided
by the declaration of trust and the bylaws of the Company, any
existing indemnification agreement and applicable law. At the
discretion of
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the Board of Trust Managers, such insurance may include
coverage for periods after the Dissolution, including periods
after the termination of any Liquidating Trust, and may
include coverage for trustees, employees and agents of such
Liquidating Trust.
IN WITNESS WHEREOF, this Plan is executed to be effective as of the
29th day of March, 2000.
AMRESCO Capital Trust,
a Texas real estate investment trust
By: /s/ Jonathan S. Pettee
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Name: Jonathan S. Pettee
Title: President and Chief Operating Officer