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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 25, 1999
AMRESCO CAPITAL TRUST
(Exact name of registrant as specified in charter)
TEXAS 1-14029 75-2744858
(State or other jurisdiction (Commission (IRS Employer
of incorporation or organization) File Number) Identification No.)
700 North Pearl Street
Suite 2400
Dallas, Texas 75201
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code): (214) 953-7700
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ITEM 5. OTHER EVENTS
On February 25, 1999, the Board of Trust Managers of AMRESCO CAPITAL
TRUST (the "Company") declared a dividend of one preferred share purchase right
(a "Right") for each outstanding common share of beneficial interest, par value
$0.01 per share (the "Common Shares"), of the Company. The dividend is payable
on March 11, 1999 (or such earlier date as may be determined by the Board of
Trust Managers of the Company) to all holders of record of Common Shares as of
the close of business on March 11, 1999 (or such earlier date as may be
determined by the Board of Trust Managers of the Company (the "Record Date").
Each Right entitles the registered holder to purchase from the Company one
one-hundredth of a share of the Series A Junior Participating Preferred Shares,
par value $0.01 per share (the "Preferred Shares"), of the Company at a price
of $37.50 per one one-hundredth of a Preferred Share (the "Purchase Price"),
subject to adjustment. The description and terms of the Rights are set forth in
a Rights Agreement (the "Rights Agreement) between the Company and the Bank of
New York, as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 business days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person"), other than any member of the AMRESCO Group, has acquired
beneficial ownership of 15% or more of the outstanding Common Shares or (ii) 10
business days (or such later date as may be determined by action of the Board
of Trust Managers of the Company prior to such time as any person or group of
affiliated persons becomes an Acquiring Person) following the commencement of,
or announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group of 15% or more of the outstanding Common Shares (the earlier of such
dates being called the "Distribution Date"), the Rights will be evidenced by
the certificates representing Common Shares with a copy of this Summary of
Rights attached thereto.
The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be transferred
with and only with the Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share certificates issued
after the Record Date upon transfer or new issuance of Common Shares will
contain a notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for Common Shares outstanding as of
the Record Date, even without such notation or a copy of this Summary of Rights
being attached thereto, will also constitute the transfer of the Rights
associated with the Common Shares represented by such certificate. As soon as
practicable following the Distribution Date, separate certificates evidencing
the Rights ("Right Certificates") will be mailed to holders of record of the
Common Shares as of the close of business on the Distribution Date and
thereafter, such separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on March 1, 2009 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case, as described below.
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At any time following the Distribution Date relating to a Flip-In
Event, Rights (other than Rights owned by an Acquiring Person and the Acquiring
Person's affiliates and associates, which will have become void) may be
exercised (subject to their earlier termination, expiration or exchange) to
acquire, in lieu of Preferred Shares, at the then current Purchase Price of the
Right, that number of Common Shares (or if there are insufficient Common
Shares, Preferred Shares or fractions thereof) which at such time will have a
market value of two times the Purchase Price of the Right.
The Purchase Price payable, and the number of Preferred Shares or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the
Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of
certain rights or warrants to subscribe for or purchase Preferred Shares at a
price, or securities convertible into Preferred Shares with a conversion price,
less than the then-current market price of the Preferred Shares or (iii) upon
the distribution to holders of the Preferred Shares of evidences of
indebtedness or assets (excluding regular periodic cash dividends paid out of
earnings or retained earnings or dividends payable in Preferred Shares) or of
subscription rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one one-hundredths
of a Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such
case, prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment equal to the greater of (i) One Dollar and No/100
($1.00) per share or (ii) 100 times the dividend declared per Common Share. In
the event of liquidation, the holders of the Preferred Shares will be entitled
to a minimum preferential liquidation payment of $100 per share and each holder
will be entitled to an aggregate payment of 100 times the payment made per
Common Share. Each Preferred Share will have 100 votes, voting together with
the Common Shares. Finally, in the event of any merger, consolidation or other
transaction in which Common Shares are exchanged, each Preferred Share will be
entitled to receive 100 times the amount received per Common Share. These
rights are protected by customary antidilution provisions.
Because of the nature of the Preferred Shares' dividend, liquidation
and voting rights, the value of the one one-hundredth interest in a Preferred
Share purchasable upon exercise of each Right should approximate the value of
one Common Share.
In the event that the Company is acquired in a merger or other
business combination transaction or 50% or more of its consolidated assets or
earning power are sold after a person or group has become an Acquiring Person,
proper provision will be made so that each holder of a Right (other than an
Acquiring Person and the affiliates and associates of such Acquiring Person,
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whose Rights will have become void) will thereafter have the right to receive,
upon the exercise thereof at the then current exercise price of the Right, that
number of shares of common stock of the acquiring company which at the time of
such transaction will have a market value of two times the Purchase Price of
the Right. In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person, proper provision shall be made so that
each holder of a Right, other than Rights beneficially owned by the Acquiring
Person or the affiliates and associates of such Acquiring Persons (which will
thereafter be void), will thereafter have the right to receive upon exercise
that number of Common Shares having a market value of two times the Purchase
Price of the Right.
At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the
outstanding Common Shares, the Board of Trust Managers of the Company may
exchange the Rights (other than Rights owned by such person or group and their
respective affiliates and associates which will have become void), in whole or
in part, at an exchange ratio of one Common Share, or one one-hundredth of a
Preferred Share (or of a share of a class or series of the Company's preferred
stock having equivalent rights, preferences and privileges), per Right (subject
to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-hundredth of a Preferred
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to the date
of exercise.
At any time prior to or within 10 business days following the
acquisition by a person or group of affiliated or associated persons of
beneficial ownership of 15% or more of the outstanding Common Shares, the Board
of Trust Managers of the Company may redeem the Rights in whole, but not in
part, at a price of $.001 per Right (the "Redemption Price"). The redemption of
the Rights may be made effective at such time on such basis with such
conditions as the Board of Trust Managers of the Company in its sole discretion
may establish. Immediately upon any redemption of the Rights, the right to
exercise the Rights will terminate and the only right of the holders of Rights
will be to receive the Redemption Price.
The Board of Trust Managers may supplement or amend the Rights
Agreement without the approval of the holders of Rights. From and after such
time as any person or group of affiliated or associated persons become an
Acquiring Person, the Rights Agreement may not be amended in any manner which
would adversely affect the interests of the holders of the Rights (other than
the Acquiring Person or an affiliate or associated of an Acquiring Person). The
terms of the Rights may not be amended to (i) reduce the Redemption Price
(except as required by antidilution provisions) or (ii) provide for an earlier
Final Expiration Date.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends. Pursuant to
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the Rights Agreement, certain actions (e.g. redeeming outstanding Rights,
amending the Rights Agreement. etc.) may only be made with the approval of the
Board of Trust Managers of the Company.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an exhibit to a Registration Statement on Form 8-A. A
copy of the Rights Agreement is available free of charge from the Company. This
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, which is hereby
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Not applicable.
(B) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(C) EXHIBITS.
1. Rights Agreement, dated as of February 25, 1999,
between the Company and The Bank of New York, as
Rights Agent, which includes: as Exhibit A thereto,
the Form of Statement of Designation of Series A
Junior Participating Preferred Shares, par value
$.01 per share, of the Company; as Exhibit B
thereto, the Form of Right Certificate; and as
Exhibit C thereto, the Summary of Rights to Purchase
Preferred Shares.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMRESCO CAPITAL TRUST
Date: March 3, 1999 By: /s/ MICHAEL L. McCOY
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Michael L. McCoy
Senior Vice President and
General Counsel
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EXHIBIT INDEX
Exhibit
No. Description Page No.
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1. Rights Agreement, dated as of February 25, 1999, between the
Company and The Bank of New York, as Rights Agent, which
includes: as Exhibit A thereto, the Form of Statement of
Designation of Series A Junior Participating Preferred Shares,
par value $.01 per share, of the Company; as Exhibit B thereto,
the Form of Right Certificate; and as Exhibit C thereto, the
Summary of Rights to Purchase Preferred Shares.