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Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
AMERICAN RESIDENTIAL INVESTMENT TRUST, INC.
...................................................................
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
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applies:
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(2) Aggregate number of securities to which transaction
applies:
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computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):
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.......................................................
(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
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NEWS RELEASE
AMERICAN RESIDENTIAL URGES STOCKHOLDERS TO VOTE THE WHITE PROXY
CARD IN SUPPORT OF THE COMPANY'S PROPOSAL TO FOCUS THE COMPANY ON
THE MORTGAGE BANKING BUSINESS
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THE COMPANY ALSO ANNOUNCES CONTINUED EXPANSION OF ITS LOAN
ORIGINATION NETWORK
(San Diego, California--July 2, 2002) American Residential Investment Trust,
Inc. (NYSE: INV) yesterday sent the attached letter reiterating its Board of
Directors' unanimous recommendation that stockholders vote their white proxy
cards to approve the Company's new strategic business plan, under which the
Company would de-REIT in order to fully implement its transition to a Mortgage
Banking company.
As noted in the attached letter, the Company's mortgage loan origination
subsidiary, American Mortgage Network, or AmNet, has opened a new Tampa, Florida
center and hired managers for two new loan production centers located in Denver,
Colorado and Minneapolis, Minnesota. The new Denver and Minneapolis regional
centers are expected to become operational in the third quarter of 2002. AmNet
currently operates four origination centers in California, as well as regional
centers located in Oregon, Washington, Connecticut and Georgia.
Certain matters discussed in this press release may constitute forward-looking
statements within the meaning of federal securities laws. Forward-looking
statements include statements regarding expected office openings. Actual results
and the timing of certain events could differ materially from those projected in
or contemplated by these forward-looking statements due to a number of factors,
including but not limited to: general economic conditions; the availability of
suitable mortgage assets; the availability of financing for the origination
mortgage loans; the impact of leverage; the Company's liquidity position and
other risk factors outlined in American Residential Investment Trust's SEC
reports. For information with regard to additional forward looking statements
that involve certain risks and uncertainties, reference is made to the
information contained under the heading "Safe Harbor Statement" in the document
being released with the letter to stockholders under cover of this press
release.
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[American Residential Investment Trust Letterhead]
VOTE THE ENCLOSED WHITE PROXY CARD TODAY!
July 1, 2002
Dear Fellow Stockholder:
On June 21, 2002, we wrote to you about the efforts of the Patterson Group
to derail our strategic business plan. The Patterson Group continues to attempt
to confuse and mislead you in their proxy materials which you will receive
shortly. DON'T BE MISLED BY THE PATTERSON GROUP RHETORIC. We urge you to
disregard any green proxy card you may receive and to vote FOR our strategic
business plan on the enclosed WHITE proxy card.
NOTWITHSTANDING THE MISCHARACTERIZATIONS CONTAINED IN THE PATTERSON GROUP'S
MATERIALS, IT IS IMPORTANT TO REMEMBER THAT THE FUNDAMENTAL QUESTION YOU ARE
BEING ASKED TO DECIDE IS WHETHER THE STOCKHOLDERS OF AMERICAN RESIDENTIAL WILL
BE BETTER OFF AS INVESTORS IN A REAL ESTATE INVESTMENT TRUST OR A MORTGAGE
BANKING COMPANY. As your Board of Directors and as fellow stockholders, we have
decided that the best path toward maximizing stockholder value lies in
redirecting the Company's resources into the Mortgage Banking business. The
Board is seeking your support to fully implement this strategy and we urge you
to sign, date and return the enclosed WHITE proxy card today.
We fully understand that many of you invested in the Company in anticipation
of receiving a dividend on a regular basis. However, we were forced to eliminate
the dividend in 2000 and it appears unlikely that we will be able to pay a
dividend in the future. Nevertheless, we are convinced that we can increase the
value of your stock by shedding our REIT status and focusing on the Mortgage
Banking business. As you know, smaller-cap REITs like ours have faced many
challenges over the last four years. SEVERAL REITS HAVE BEEN CLOSED OR MERGED
BUT, AFTER YOUR BOARD, WITH THE ASSISTANCE OF AN OUTSIDE CONSULTANT, ON TWO
SEPARATE OCCASIONS, EVALUATED THE COMPANY'S OPTIONS, IT CONCLUDED THAT THE BEST
STRATEGY FOR ENHANCING STOCKHOLDER VALUE WAS TO ELIMINATE THE COMPANY'S REIT
STATUS AND FOCUS ON THE MORTGAGE BANKING BUSINESS.
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YOUR BOARD IS SEEKING YOUR SUPPORT FOR THE DECISIVE
ACTIONS WE BELIEVE ARE NECESSARY TO MAXIMIZE VALUE
FOR ALL OF OUR STOCKHOLDERS
WITH OUR MANAGEMENT TEAM'S PROVEN TRACK RECORD IN MANAGING AND BUILDING
VALUE IN A MORTGAGE BANKING BUSINESS, YOUR BOARD IS CONVINCED THAT THE DECISION
TO FOCUS THE COMPANY ON THE MORTGAGE BANKING BUSINESS IS THE BEST STRATEGIC MOVE
FOR ALL STOCKHOLDERS. While the Patterson Group would like you to believe that
our strategic business plan is a mere 'pet project,' nothing could be further
from the truth. In fact, your entire Board, which is eminently qualified to
evaluate the Company's alternatives, has endorsed the strategy of converting
your Company from a REIT to a Mortgage Banking company, and your entire Board is
fully confident that the current management team is singularly qualified to
oversee this transition.
American Mortgage Network, our subsidiary that is focused on Mortgage
Banking, is on track with our internal projections and has enjoyed very exciting
growth, as we outlined in our June 21, 2002 letter. We believe that American
Mortgage Network will become operationally break-even by the fourth quarter of
this year. Some of the key recent developments we believe are most promising
include the opening of our Tampa Bay office and the hiring of production
managers for our new Denver and Minneapolis regional centers. These centers are
scheduled to be operational in the third quarter of 2002. In addition, we have
launched a new website which allows mortgage brokers to transact with us over
the Internet.
Currently we have nine offices operating throughout the United States in
regions selected for their combination of robust housing markets, low
unemployment rates and diverse technology and manufacturing economic bases and
we are actively seeking to expand this reach. WITH THE EXPERTISE OF OUR STAFF OF
SEASONED MORTGAGE BANKING INDUSTRY PROFESSIONALS AND OUR FOCUS ON PROVIDING A
FULL RANGE OF LOAN PRODUCTS FOR MORTGAGE BROKERS WE BELIEVE AMERICAN MORTGAGE
NETWORK IS POISED TO TAKE ADVANTAGE OF A RESURGENT MORTGAGE MARKET.
Promising as we believe these developments are, we cannot realize the
potential that your Board and management see in this strategy so long as we
remain a REIT. SO, THE FUNDAMENTAL QUESTION YOU HAVE TO DECIDE IS WHETHER YOU
WANT THE COMPANY TO REMAIN A REIT OR FOCUS ITS RESOURCES ON MORTGAGE BANKING.
THE BOARD UNANIMOUSLY BELIEVES THE LATTER WILL PROVIDE THE BEST OPPORTUNITY TO
MAXIMIZE STOCKHOLDER VALUE.
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DON'T BE CONFUSED BY THE PATTERSON GROUP
The Patterson Group has taken two fundamentally different positions in their
proxy materials regarding the liquidation of the Company. First, in their
definitive proxy statement filed with the SEC on June 21, 2002, they say they
'believe that investors would be better served if the Company liquidated....'
Then, in their letter to the stockholders dated June 24, 2002, they expressly
deny that their proxy solicitation is designed to spur liquidation of the
Company. C.E. Patterson himself is quoted as saying about MacKenzie Patterson,
Inc. in a publicly available 'sponsor profile' that they 'purchase securities
at a discount to their break-up/liquidation value, and then work aggressively
to effect the break-up/liquidation' (emphasis added). YOU DECIDE -- WHAT IS
THE PATTERSON GROUP'S REAL AGENDA IN TRYING TO DE-RAIL OUR DE-REIT PROPOSAL?
The Patterson Group's interest in focusing discussion on the Company's
Rights Plan, or 'Poison Pill,' as well as their claims that our management team
is 'entrenched,' are entirely consistent with MacKenzie Patterson's publicly
stated investment strategy from the same 'sponsor profile': 'MPI's entire
investment strategy revolves around the exit. From the time an investment is
made, the firm is working toward liquidating the underlying assets to recover
the asset value' (emphasis added). AS WE HAVE MAINTAINED, AND AS THE PATTERSON
GROUP HAS CONCEDED IN ITS PROXY MATERIAL, LIQUIDATION OF THE COMPANY'S REIT
ASSETS IS MOST LIKELY TO NET STOCKHOLDERS LITTLE, IF ANY, PREMIUM OVER TODAY'S
STOCK PRICE. We also strongly oppose the Patterson Group's contention that your
best interests would be served by the liquidation of the Company's Mortgage
Banking operations, given that this business is only now beginning to realize
its full potential. In light of MacKenzie Patterson's publicly-stated general
investment strategy, we think you should not find it surprising that the
Patterson Group would seek to dismantle any impediment to a quick liquidation
irrespective of whether it maximizes value for other stockholders.
YOUR BOARD MEMBERS CLEARLY UNDERSTAND THEIR FIDUCIARY OBLIGATION TO MAXIMIZE
STOCKHOLDER VALUE. THEY WILL USE THE COMPANY'S RIGHTS PLAN TO ACHIEVE THAT
OBJECTIVE, NOT TO ENTRENCH MANAGEMENT.
VOTE FOR THE COMPANY'S NEW DIRECTION
AS A MORTGAGE BANKING BUSINESS
We believe that continuing to operate as a REIT would require substantial
additional equity capital, which, if available, would significantly dilute
existing stockholders. YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY CONCLUDED THAT
REFOCUSING THE COMPANY ON THE MORTGAGE BANKING BUSINESS IS THE BEST PATH TOWARD
MAXIMIZING VALUE FOR ALL OF OUR STOCKHOLDERS.
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WE STRONGLY URGE YOU TO DISCARD THE GREEN PROXY CARD FURNISHED BY THE
PATTERSON GROUP, AND RETURN THE ENCLOSED WHITE PROXY CARD IN ORDER TO ASSURE THE
APPROVAL OF YOUR BOARD'S DE-REITING PLAN.
Your Board thanks you for your continued interest in the Company and pledges
to use maximum effort to move American Residential forward to benefit all
stockholders. If you have any question or require assistance in voting, please
call our proxy solicitor at (888) 410-7852.
On Behalf of Your Board of Directors
Sincerely,
/s/ John M. Robbins
John M. Robbins
Chairman and Chief Executive Officer
SAFE HARBOR STATEMENT
Except for historical information contained herein, the information
contained in this letter includes forward-looking statements that involve
certain risks and uncertainties, as is more fully described under the caption
"Safe Harbor Statement" in the document enclosed herewith.
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SAFE HARBOR STATEMENT
Except for historical information contained herein, the information contained in
this letter may constitute forward-looking statements within the meaning of
federal securities laws. Forward-looking statements include statements regarding
American Residential's anticipated loan volumes, increases in the Company's
stock prices, maximization of stock value and stockholder returns in the
mortgage banking business, and growth, profitability and valuation of the
Company and American Mortgage Network. Actual results and the timing of certain
events could differ materially from those projected in or contemplated by these
forward -looking statements due to a number of factors, including but not
limited to: American Residential's limited history of engaging in the mortgage
banking industry; general economic conditions; overall interest rates; the
availability of financing for the origination of mortgage assets; the impact of
leverage; American Residential's liquidity position; volatility in the
commitments made to fund mortgages; and other risk factors included in American
Residential's most recent report on Form 10-Q, report on Form 10-K for the year
ended December 31, 2001, and other filings made with the Securities and Exchange
Commission. All forward-looking statements included in this letter are based
upon information available to American Residential as of the date hereof, and
American Residential assumes no obligation to update any such forward-looking
statements.
ADDITIONAL INFORMATION
PROPOSALS TO REQUEST THAT THE BOARD OF DIRECTORS REDEEM THE OUTSTANDING RIGHTS
UNDER THE RIGHTS PLAN AND TO APPROVE AN AMENDMENT TO THE AMENDED AND RESTATED
BYLAWS
As the Company previously described in its letter to stockholders dated as of
June 21, 2002, the Patterson Group has filed a Preliminary Proxy Statement with
the SEC indicating that it intends to present two proposals at the Company's
Annual Meeting. The first proposal recommends a request that the Company's Board
of Directors redeem all Preferred Stock Purchase Rights issued and outstanding
under the Rights Agreement, dated February 2, 1999, between the Company and
American Stock Transfer & Trust Company. The other proposal recommends a
director nomination amendment to the Bylaws of the Company that would require
that a director can be nominated for re-election only if the director voted to
approve the redemption or elimination of the Rights Plan within 180 days after
the stockholders' approved the request to have the Board do so, if such request
is approved by the stockholders.
If the Rights Agreement Proposal or Bylaw Amendment Proposal are properly
brought before the Annual Meeting, the Company will present the proposals to its
stockholders. With respect to the Bylaw Amendment Proposal, however, as
previously noted in our Definitive Proxy Statement, we have obtained a reasoned
opinion from Maryland counsel indicating that the Bylaw Amendment Proposal is
not a proper proposal for stockholder action under Maryland law. If the Bylaw
Amendment Proposal is properly brought before the Annual Meeting, and it
receives the requisite vote to pass, namely a majority of the outstanding
shares, then the Board never-the-less reserves its right to exercise its
fiduciary duty and to take whatever action it deems necessary and appropriate,
taking into consideration the reasoned opinion of Maryland counsel and such
other factors as the Board determines to be relevant.
If either of these proposals are properly brought before the Annual Meeting, the
persons named as Proxies on the enclosed WHITE proxy card intend to vote for or
against each such proposal as the votes represented by such proxies so instruct.
If no instructions are given, the named Proxies intend to vote the proxies
AGAINST each of the proposals. If you previously voted on the WHITE proxy card
delivered to you with the Company's Definitive Proxy Statement and you do not
vote again on the WHITE proxy card enclosed with the June 21 letter or the WHITE
proxy card enclosed in this letter (either of which will revoke your prior proxy
card), your shares will not be voted AGAINST the proposals.
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IT IS VERY IMPORTANT THAT YOU DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED WHITE
PROXY CARD, FOR WHICH A RETURN STAMPED ENVELOPE IS PROVIDED.
The affirmative vote of a majority of the shares of outstanding common stock is
required for approval of each of the proposals. Abstentions and broker
non-votes, if any, will be counted as present for purposes of determining if a
quorum is present. Abstentions and broker non-votes, if any, will have the same
effect as a "No" vote.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THE ADOPTION OF THE PROPOSAL
TO REDEEM THE OUTSTANDING RIGHTS UNDER THE RIGHTS PLAN AND THE AMENDMENT TO THE
AMENDED AND RESTATED BYLAWS.