Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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AMERICAN RESIDENTIAL INVESTMENT TRUST, INC.
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(Name of Registrant as Specified In Its Charter)
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[American Residential Investment Trust Logo]
[Letterhead]
TIME IS SHORT. VOTE THE ENCLOSED WHITE PROXY CARD TODAY!
July 15, 2002
Dear Fellow Stockholder:
With only a few days left until our Annual Meeting on July 19, 2002, we want
to take this opportunity to thank you for giving your attention to the numerous
mailings you have received during the course of this contested election.
HOWEVER, WE MUST ALSO REMIND YOU OF THE IMPORTANCE OF YOUR VOTE FOR THE FIVE
AMERICAN RESIDENTIAL PROPOSALS THAT HAVE BEEN UNANIMOUSLY RECOMMENDED FOR
APPROVAL BY YOUR BOARD OF DIRECTORS.
Since one of the proposals requires the affirmative support of two-thirds of
our outstanding shares, we want to stress that every share counts and that a
non-vote will have the same effect as a vote against the de-REIT proposals.
REMEMBER, EVERY VOTE COUNTS -- NO MATTER HOW FEW OR HOW MANY SHARES YOU MAY OWN,
PLEASE VOTE THE ENCLOSED WHITE PROXY CARD IN FAVOR OF OUR MORTGAGE BANKING
STRATEGY TODAY.
ISS, A LEADING PROVIDER OF PROXY VOTING AND
CORPORATE GOVERNANCE SERVICES, HAS RECOMMENDED
A VOTE FOR OUR DE-REIT PROPOSALS
Institutional Shareholder Services ('ISS'), a leading provider of proxy
voting and corporate governance services, has recommended that its clients vote
FOR the de-REIT proposals on the WHITE proxy card. In rendering its
recommendation in support of the de-REIT proposals, ISS cited the following
factors:
We note that the company has already taken significant steps to transition
away from a REIT business model to a mortgage banking one . . . . In
addition, we note that the company's board has apparently explored strategic
alternatives on two occasions over the past two years. The board explicitly
considered options including continuation of the company's REIT strategy and
liquidation, and concluded that pursuit of a mortgage origination strategy
offers the best prospects for growing shareholder value . . . .
The declining margins associated with mortgage loan portfolio investments and
the reality of the fact that much larger institutions compete with the
company in that space make the board's conclusions on their face justifiable.
In the absence of any compelling argument to the contrary, we conclude that
shareholders would be best served voting for the de-REIT proposals, and
thereby allowing the company to proceed with the mortgage banking strategy
approved by the board. We note as well that management is not without
experience in the mortgage banking industry . . . . And the company's
mortgage banking subsidiary appears to hold promise . . . .
Based on the foregoing, we conclude that management's mortgage banking
strategy has been well thought-out and approved by a majority independent
board . . . . We recommend a vote FOR Items 2 and 3, which relate to the
termination of the company's status as a REIT.
In its analysis of the Annual Meeting agenda, ISS also recommended a vote
against the two Patterson Group proposals.
NOW IS THE TIME TO PROTECT YOUR INVESTMENT BY
VOTING FOR OUR MORTGAGE BANKING STRATEGY
As we have stated in our previous communications, your Board carefully
examined other strategic options, including continuation of our REIT status and
liquidation of our assets and, after consulting with an outside advisor on two
separate occasions, we concluded that the best strategy to build value for ALL
of our stockholders is to pursue the Mortgage Banking business.
While we seriously considered our strategic alternatives over a two-year
period, the Patterson Group seems to have given little constructive thought into
increasing stockholder value or becoming familiar with the Mortgage Banking
business. The ISS report states the Patterson Group 'has declined to dispute the
board's evaluation of the mortgage banking opportunity, acknowledging that they
cannot speak to the value of the mortgage origination business.' WE FIND IT
TROUBLING THAT THE PATTERSON GROUP CAN LAUNCH A PROXY CONTEST IN OPPOSITION TO
OUR CAREFULLY CONSIDERED STRATEGIC PLAN WHEN IT APPEARS THAT THEY DISMISSED THE
MORTGAGE BANKING BUSINESS BEFORE EVEN EXPLORING IT!
YOUR MANAGEMENT HAS TAKEN THE FIRST STEPS TOWARDS THE
GOAL OF BUILDING A STRONG MORTGAGE BANKING BUSINESS --
HELP US FULLY IMPLEMENT THIS STRATEGY BY VOTING FOR
THE DE-REIT PROPOSALS AND RETURNING
THE WHITE PROXY CARD TODAY
A leading provider of proxy voting and corporate governance services has
recommended a vote for the de-REIT proposals. Our three largest stockholders
have also indicated that they are going to support the de-REIT proposals. NOW WE
NEED YOU, OUR STOCKHOLDERS, TO SUPPORT US IN OUR QUEST TO REPOSITION YOUR
COMPANY INTO A MARKET THAT, WE BELIEVE, OFFERS THE MOST PROMISE FOR BUILDING
VALUE IN YOUR INVESTMENT.
Included with this letter for your review is a press release recently issued
by the Company regarding its expected results for the quarter ended June 30,
2002. Please read it carefully.
WE STRONGLY URGE YOU TO DISCARD THE GREEN PROXY CARD FURNISHED BY THE
PATTERSON GROUP AND TO RETURN THE ENCLOSED WHITE PROXY CARD TO ENSURE THE
APPROVAL OF OUR MORTGAGE BANKING STRATEGY.
Your Board thanks you for your continued patience, attention and support
during this contest and pledges to work to move American Residential to benefit
all stockholders. If you have any questions 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 in the document
enclosed herewith.
[American Residential Investment Trust Logo]
[Letterhead]
AMERICAN RESIDENTIAL INVESTMENT TRUST, INC. ISSUES
GUIDANCE FOR SECOND QUARTER AND YEAR 2002
San Diego, CA, July 15, 2002 -- American Residential Investment Trust, Inc.
Estimates $2.5 million of net income for the second quarter.
Funds $584 million in home loans and continues expansion of regional center
network through taxable subsidiary, American Mortgage Network.
Reports $661 million pipeline of home loans in process at June 30.
Reiterates expectation to breakeven by the fourth quarter of 2002 and
achieve monthly closed loan volumes of $500 million by year end.
American Residential Investment Trust, Inc. (NYSE: INV) today announced that
the Company's net income is expected to be approximately $2.5 million, or $0.31
per diluted share, for the quarter ended June 30, 2002. Income for the quarter
included net revenue from legal settlements of approximately $10.3 million.
The Company's second quarter income also includes an estimated net loss of
approximately $8.0 million for American Mortgage Network (AmNet), substantially
due to the recognition of mark to market losses on derivative instruments of
approximately $8.6 million. AmNet's second quarter results reflected these mark
to market losses resulting directly from significant bond market volatility in
the past several weeks. The bond market volatility is largely the result of
investor uncertainty stemming from recent unfavorable corporate earnings
announcements. This same market volatility has also caused a significant
increase in the value of AmNet's unsold loan inventory. However, under current
generally accepted accounting principles (GAAP), AmNet is required to mark its
derivative instruments to market at quarter end, yet cannot recognize associated
offsetting gains on loan sale commitments until cash settlement has occurred. A
significant portion of offsetting gains from loan sales will be realized in the
third quarter of this year.
The Company reiterated that it expects to be operationally breakeven by the
fourth quarter of 2002.
AmNet, the Company's taxable REIT subsidiary, funded $584 million of
mortgage loans in the second quarter of 2002. For the first quarter of 2002,
AmNet funded $369 million in home loans. AmNet's pipeline of home loans in
process was $661 million at June 30, 2002, representing a 178% increase over the
$238 million pipeline balance at March 31, 2002. Closed loan volumes are
expected be $500 million per month by the end of 2002.
AmNet continued to expand its origination network for mortgage brokers with
the opening of a regional center in Shelton (New Haven), Connecticut. AmNet has
also hired senior regional managers and staff in Minneapolis, Minnesota and
Denver, Colorado for new offices scheduled to begin operations in August. AmNet
is now approved to do business in 34 states either by license or exemption.
John M. Robbins, Jr., Chief Executive Officer, said, 'We have hit key
milestones while transitioning from a real estate investment trust to a mortgage
origination company serving the residential mortgage broker community. We
continue to demonstrate successful execution of our strategy by substantially
achieving our internal projections for the growth in origination volumes,
expansion of the regional center network and the addition of highly trained
mortgage banking professionals.'
AmNet utilizes various derivative instruments, including futures and options
on Treasury bonds to protect, or hedge, against potential value degradation in
loans that AmNet has funded or loans in the pipeline AmNet expects to fund.
AmNet currently accounts for these hedges as 'free standing' and as such
recorded the change in fair value of these instruments in the second quarter as
hedge valuation losses. AmNet had significant offsetting economic value in loans
funded as of June 30th, but under GAAP will not recognize the value until gains
on the sale of these loans are booked in the third quarter.
As an alternative to 'free standing', or mark-to-market accounting, Hedge
Accounting can be elected which effectively nets hedge gains or losses with
offsetting gains or losses in loans that have been funded or are expected to
fund. Hedge Accounting therefore helps eliminate some timing differences on the
recognition of related gains and losses. AmNet anticipates implementing Hedge
Accounting in the third quarter of this year.
American Residential Investment Trust's Annual Meeting of Stockholders will
be held on Friday, July 19th at the San Diego Marriott La Jolla, 4240 La Jolla
Village Drive, La Jolla, California 92037, 10:00am Pacific Daylight Time.
ABOUT AMERICAN MORTGAGE NETWORK
Headquartered in San Diego, California, American Mortgage Network is a
taxable REIT subsidiary of American Residential Investment Trust, Inc., a real
estate investment trust (REIT). AmNet originates loans for the national mortgage
broker community through its network of regional centers and over the Internet.
AmNet has regional centers in Ontario, California; Sacramento, California; San
Diego, California; New Haven, Connecticut; Atlanta, Georgia; and Portland,
Oregon as well as satellite offices in Mission Viejo, California; Tampa,
Florida; and Kirkland, Washington. For more information, please visit
www.amnetmortgage.com.
ABOUT AMERICAN RESIDENTIAL INVESTMENT TRUST
American Residential Investment Trust, Inc. is a real estate investment
trust (REIT) that has traditionally invested in subprime residential mortgage
assets. For more information, please visit www.amerreit.com.
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 estimated second quarter
net income, an expected second quarter mark-to-market loss, recognition of
offsetting gains, the Company's expectation of breaking even by the fourth
quarter, expected closed loan volumes by year end, the scheduled beginning of
operations in two branches and an anticipated change in accounting methodology.
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: final review of second quarter
results by the Company's external auditors; uncertainty as to the percentage of
the pipeline that will result in mortgage loan fundings; the Company's future
ability to qualify for Hedge Accounting treatment; general economic conditions;
the availability of suitable mortgage assets; the availability of financing for
the origination of mortgage loans; the impact of leverage; the Company's
liquidity position and other risk factors outlined in American Residential
Investment Trust's SEC reports.
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INVESTOR AND ANALYST MEDIA RELATIONS
RELATIONS CONTACTS CONTACT
Judith Berry Corinne Forti
Chief Financial Officer and President
Executive Vice President Forti Communications Inc.
American Residential Investment Trust, Inc. (805) 498-0113
(858) 909-1230 forticomm@aol.com
jberry@amnetmortgage.com
Clay Strittmatter
Senior Vice President, Finance
American Residential Investment Trust, Inc.
(858) 909-1340
cstrittmatter@amnetmortgage.com
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