-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GhGjJ6M4JyhlH3KP3V2Vy07fJwsww6GKqRTpwilUk6e1lnxtdPjPzKH7tuJcREtZ e6w9kLGXxbQ7M3EQQvfpeQ== 0000950134-00-000086.txt : 20000107 0000950134-00-000086.hdr.sgml : 20000107 ACCESSION NUMBER: 0000950134-00-000086 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000104 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMRESCO CAPITAL TRUST CENTRAL INDEX KEY: 0001054337 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 752744858 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-14029 FILM NUMBER: 502584 BUSINESS ADDRESS: STREET 1: 700 NORTH PEARL STREET STREET 2: SUITE 2400 LB 342 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149537700 MAIL ADDRESS: STREET 1: 700 NORTH PEARL STREET STREET 2: SUITE 2400 LB 342 CITY: DALLAS STATE: TX ZIP: 75201 8-K 1 FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): January 4, 2000 AMRESCO CAPITAL TRUST (Exact name of Registrant as specified in its Charter)
TEXAS 1-14029 75-2744858 (State or other jurisdiction of (Commission file number) (I.R.S. Employer incorporation or organization) Identification Number)
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 Not applicable (Former name or former address, if changed since last report) 2 ITEM 5. OTHER EVENTS. On January 4, 2000, AMRESCO Capital Trust ("AMCT") and Impac Commercial Holdings, Inc. ("ICH") entered into a Termination Agreement (the "Termination Agreement") pursuant to which the Agreement and Plan of Merger, dated as of August 4, 1999, between AMCT and ICH was terminated effective immediately. A copy of the Termination Agreement and press release relating thereto are attached hereto as Exhibits 99.1 and 99.2, respectively. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. 99.1 Termination Agreement, dated January 4, 2000, between AMRESCO Capital Trust and Impac Commercial Holdings, Inc. 99.2 Press Release, dated January 4, 2000 3 SIGNATURES 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 hereunto duly authorized. Date: January 6, 2000 AMRESCO CAPITAL TRUST By: /s/ Michael L. McCoy --------------------------------- Name: Michael L. McCoy Title: Senior Vice President and General Counsel 4 INDEX TO EXHIBITS
EXHIBIT PAGE - ------- ---- 99.1 Termination Agreement, dated January 4, 2000, between AMRESCO Capital Trust and Impac Commercial Holdings, Inc. 99.2 Press Release, dated January 4, 2000
EX-99.1 2 TERMINATION AGREEMENT DATED JANUARY 4, 2000 1 Exhibit 99.1 TERMINATION AGREEMENT This TERMINATION AGREEMENT, dated as of January 4, 2000 (this "Agreement"), is made and entered into by and between Impac Commercial Holdings, Inc., a Maryland corporation ("ICH"), and AMRESCO Capital Trust, a Texas real estate investment trust ("ACT"). ICH and ACT are hereunder also referred to collectively as the "Parties" and individually as a "Party." W I T N E S S E T H WHEREAS, the Parties have entered into an Agreement and Plan of Merger, dated as of August 4, 1999 (the "Merger Agreement"), pursuant to which, subject to the satisfaction or waiver (to the extent permitted by applicable law) of the conditions set forth therein, ICH would be merged with and into ACT (the "Merger"), with ACT continuing as the surviving entity in the Merger; and WHEREAS, pursuant to the terms and provisions of Section 8.1(b) of the Merger Agreement, the Parties have agreed that each of ICH and ACT would have the right to terminate the Merger Agreement if the Merger were not consummated before December 31, 1999; and WHEREAS, the Merger was not consummated before December 31, 1999 and the Parties believe it is in their respective best interests and the best interests of their respective stockholders that the Merger and the other transactions contemplated by the Merger Agreement not be consummated and, accordingly, that the Merger Agreement be terminated as provided in Section 8.1(b) thereof; and WHEREAS, it is the intention of the Parties hereto that the Merger Agreement be terminated and, except as expressly set forth in this Agreement, that the Merger Agreement forthwith become void and have no effect and that the Parties have no further obligations or liabilities to each other with respect thereto; and WHEREAS, the Board of Directors of ICH and the Board of Trust Managers of ACT each consent to the termination of the Merger Agreement upon the terms set forth herein. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. DEFINED TERMS. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Merger Agreement. 2 2. TERMINATION. The Parties hereby agree that, pursuant to Section 8.1(b) of the Merger Agreement, the Merger Agreement is hereby terminated effective immediately. 3. TERMINATION FEE. The Parties hereby agree, consistent with the terms and provisions of Article VIII of the Merger Agreement, that neither ICH nor ACT shall be obligated to pay, and neither ICH nor Act shall pay, any Termination Fee in connection with the termination of the Merger Agreement as contemplated by this Agreement. 4. CONFIDENTIALITY. As set forth in the last sentence of Section 6.2 of the Merger Agreement, notwithstanding the termination of the Merger Agreement as provided herein, each of ACT and ICH shall continue to hold, and shall continue to use commercially reasonable efforts to cause its and its respective subsidiaries and joint ventures' officers, employees, accountants, counsel, financial advisors and other representatives and Affiliates to continue to hold, any nonpublic information in confidence to the extent required by, and in accordance with, and to continue to comply with the provisions of the letter agreements between ICH and ACT (the "Confidentiality Agreements"). From and after the termination of the Merger Agreement as provided herein, the Confidentiality Agreements shall remain in full force and effect in accordance with their respective terms. 5. EXPENSES. As set forth in Section 8.2(a) of the Merger Agreement, notwithstanding the termination of the Merger Agreement as provided herein, all out-of-pocket costs and expenses incurred by the Parties in connection with the Merger Agreement and the transactions contemplated thereby shall be paid by the Party incurring such expense, except that those expenses incurred in connection with the printing and mailing of the Proxy Statement and the Registration Statement, as well as the filing fee related thereto, shall be shared equally by ACT and ICH. 6. GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. 7. EXCLUSIVE AGREEMENT; AMENDMENT. This Agreement, together with the Confidentiality Agreements, supersedes all prior agreements (whether written or oral) among the parties hereto with respect to the subject matter hereof, and is intended as a complete and exclusive statement of the terms of the agreement among the Parties with respect thereto. This Agreement may not be modified, amended, altered or supplemented except by a written instrument executed and delivered by each of the Parties. 8. COUNTERPARTS. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party. [SIGNATURE PAGE FOLLOWS] 2 3 IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the undersigned as of the date first above written. IMPAC COMMERCIAL HOLDINGS, INC. By: /s/ Randal A. Nardone -------------------------------- Name: Randal A. Nardone Title: Chief Operating Officer AMRESCO CAPITAL TRUST By: /s/ Jonathan S. Pettee -------------------------------- Name: Jonathan S. Pettee Title: President 3 EX-99.2 3 PRESS RELEASE DATED JANUARY 4, 2000 1 Exhibit 99.2 AMRESCO CAPITAL TRUST ANNOUNCES TERMINATION OF MERGER AGREEMENT WITH ICH DALLAS, January 4, 2000-- AMRESCO Capital Trust (Nasdaq: AMCT) announced today that it has mutually agreed with Impac Commercial Holdings, Inc. (AMEX: ICH) to terminate the merger agreement between the two companies. "Prevailing market conditions have made the merger less attractive to both parties and the future benefits were expected to take longer to materialize," said Robert L. Adair III, Chairman and CEO. "Going forward, AMCT will analyze other strategic alternatives to enhance shareholder value, including continuing to operate as a going concern, merging or combining with other entities, winding down the company's operations through the normal payoff of its assets and selling the company or its assets." AMRESCO Capital Trust specializes in providing senior and subordinated structured financing to real estate owners and developers. The company is managed by a subsidiary of AMRESCO, INC. (Nasdaq: AMMB) a Dallas-based diversified financial services company. For more information about AMRESCO Capital Trust, please visit the web site at www.amrescoct.com. Note: Certain statements contained in this press release are not based on historical facts. These statements are forward-looking statements that are based on current expectations that involve a number of risks and uncertainties. Consequently, actual results achieved may differ materially from what is presented. For a discussion of such risks and uncertainties, see "Risk Factors" in the reports that the company files with the Securities and Exchange Commission, including the company's registration statement. CONTACT: Jon Pettee of AMRESCO Capital Trust, 214-953-7942, or email, investor@ amresco.com. -----END PRIVACY-ENHANCED MESSAGE-----