SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box:
[ ] Preliminary Proxy Statement
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(2) )
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
AMERICAN MORTGAGE ACCEPTANCE COMPANY
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Name of Registrant as Specified in its Charter
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Name of Person(s) Filing Proxy Statement if other than the Registrant
Payment of Filing Fee (Check Appropriate Box):
[X] No fee required
[ ] Fee computed on table below per exchange Act Rules 14a-6 (i) (1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
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[ ] Fee paid previously with preliminary materials.
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was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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AMERICAN MORTGAGE
ACCEPTANCE COMPANY
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
ON
JUNE 12, 2001
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April 30, 2001
To the Shareholders of American Mortgage Acceptance Company:
NOTICE IS HEREBY GIVEN THAT the 2001 Annual Meeting of American
Mortgage Acceptance Company ("AMAC") will be held Tuesday, June 12, 2001 at
10:00 A.M. (local time), at the American Stock Exchange, 86 Trinity Place, New
York, New York for the following purposes:
(1) The election of three (3) Trustees for a term of one year to
expire in 2002.
(2) The transaction of such other business as may properly come
before the meeting or any adjournment or postponement thereof.
The Board of Trustees recommends a vote "FOR" each of the listed
nominees. The accompanying proxy statement contains additional information and
should be carefully reviewed by shareholders.
The Board of Trustees has fixed the close of business on April 16, 2001
as the record date for the determination of shareholders entitled to notice of
and to vote at the meeting and any adjournment or postponement thereof.
By Order of the Board of Trustees
/s/ Stuart J. Boesky
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Stuart J. Boesky
President and Chief Executive Officer
IT IS MOST IMPORTANT THAT YOU COMPLETE, DATE, SIGN AND RETURN THE
ENCLOSED STAMPED, SELF-ADDRESSED PROXY CARD.
YOUR FAILURE TO PROMPTLY RETURN THE PROXY INCREASES THE OPERATING COSTS
OF YOUR INVESTMENT.
YOU ARE CORDIALLY INVITED TO PERSONALLY ATTEND THE MEETING, BUT YOU
SHOULD RETURN THE PROXY CARD WHETHER OR NOT YOU ATTEND THE MEETING.
AMERICAN MORTGAGE ACCEPTANCE COMPANY
625 MADISON AVENUE
NEW YORK, NEW YORK, 10022
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PROXY STATEMENT
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ANNUAL MEETING OF SHAREHOLDERS
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INTRODUCTION
The accompanying form of proxy is solicited on behalf of the Board of
Trustees (the "Board of Trustees", each individual trustee serving thereon, a
"Trustee") of American Mortgage Acceptance Company ("AMAC" or the "Company") for
use at the Annual Meeting of Shareholders of AMAC (the "Meeting") to be held
Tuesday, June 12, 2001 at 10:00 A.M. (local time), at the American Stock
Exchange, 86 Trinity Place, New York, New York and at any adjournment or
postponement thereof. AMAC has first mailed these proxy materials to holders
(the "Shareholders") of shares of beneficial interest in AMAC (the "Shares"), on
or about May 1, 2001. AMAC's executive offices are located at 625 Madison
Avenue, New York, New York 10022 (telephone: (212) 588-1765). Shareholders of
record at the close of business on April 16, 2001 (the "Record Date") will be
entitled to vote at the Meeting or at any adjournment or postponement thereof.
Shares represented by properly executed proxy cards received by AMAC at
or prior to the Meeting will be voted according to the instructions indicated on
the proxy card. If no instructions are given, the persons named on the proxy
card intend to vote the Shares so represented "FOR" the election of each of the
nominees for re-election as Trustees.
Proxies may be revoked by those persons executing proxies at any time
before the authority granted thereby is exercised by delivering to AMAC's
secretary at or prior to the Meeting a written notice of revocation bearing a
later date than the date of the proxy, duly executing a subsequently dated proxy
with respect to the same Shares represented by the proxy and delivering it to
AMAC's secretary at or before the Meeting or attending the Meeting and voting in
person, although attendance at the Meeting will not, by itself, constitute
revocation. Any written notice revoking a proxy should be delivered at or prior
to the Meeting to the attention of the secretary, American Mortgage Acceptance
Company, 625 Madison Avenue, New York, New York 10022.
The Board of Trustees recommends a vote "FOR" each of the Trustees.
As of April 16, 2001 approximately 3,838,630 Shares of AMAC were
outstanding, with each Share entitled to one vote on all matters that may come
before the Meeting.
MANAGEMENT
TRUSTEES AND OFFICERS
The Board of Trustees directs the management of the business of AMAC,
but retains Related AMI Associates, Inc. (the "Advisor") to manage the Company's
day-to-day affairs. The Board of Trustees delegates to the Advisor
responsibilities with respect to, among other things, overseeing the portfolio
of assets of AMAC and acquiring and disposing of investments. During 2000, the
Board of Trustees held fourteen meetings, the Audit Committee held four meetings
and the Compensation Committee did not hold any meetings. The average attendance
in the aggregate of the total number of Board of Trustees and committee meetings
was 91%.
The Trustees and Executive Officers of AMAC are as follows:
Year First Became
NAME AGE OFFICE HELD OFFICER/TRUSTEE TERM EXPIRES
- ---- --- ----------- --------------- ------------
Stuart J. Boesky .... 44 Chairman of the Board,
Chief Executive Officer and
President 1991 2001
Peter T. Allen ...... 55 Managing Trustee 1991 2001
Arthur P. Fisch ..... 59 Managing Trustee 1991 2001
Alan P. Hirmes ...... 46 Senior Vice President 1991 --
Denise L. Kiley ..... 41 Senior Vice President 1999 --
Marc D. Schnitzer ... 40 Senior Vice President 1999 --
Michael I. Wirth .... 42 Senior Vice President and
Chief Financial Officer 2000 --
Bruce H. Brown ...... 47 Senior Vice President 1999 --
Steven B. Wendel .... 38 Senior Vice President 1999 --
Mark J. Schlacter ... 50 Vice President 1993 --
John J. Sorel ....... 40 Vice President 1999 --
Gary Parkinson ...... 52 Controller 1997 --
Teresa Wicelinski ... 35 Secretary 1998 --
- ------------------------
Biographical information with respect to Messrs. Boesky, Allen and Fisch is set
forth under "PROPOSAL BEFORE THE MEETING " below.
ALAN P. HIRMES is a Senior Vice President of AMAC and is the Senior
Vice President of the Advisor. Mr. Hirmes is also the sole shareholder of one of
the general partners of Related Capital Company ("Related"), the financial
services affiliate of The Related Companies, L.P. ("TRCLP")and is a Senior
Managing Director of Related, where he is responsible for overseeing the
portfolio management, finance and accounting departments and the joint venture
development program. Mr. Hirmes has been a Certified Public Accountant in New
York since 1978. Prior to joining Related in October 1983, Mr. Hirmes was
employed by Weiner & Co., certified public accountants. Mr. Hirmes graduated
from Hofstra University with a Bachelor of Arts degree. Mr. Hirmes also serves
on the Board of Trustees of Charter Municipal Mortgage Acceptance Company
("CharterMac") and Aegis Realty, Inc. ("Aegis"), two companies that are also
advised by affiliates of the Advisor.
DENISE L. KILEY is a Senior Vice President of AMAC and is a Managing
Director of Related, responsible for overseeing the underwriting and asset
management departments. Ms. Kiley oversees the underwriting approval of all real
estate properties invested in Related sponsored corporate, public and private
equity and debt funds. Prior to joining Related in 1990, Ms. Kiley had
experience acquiring, financing and managing the assets of multifamily
residential properties. From 1981 through 1985 she was an auditor with a
national accounting firm. Ms. Kiley holds a Bachelor of Science degree in
Accounting from Boston College and is a Member of the Affordable Housing
Roundtable.
MARC D. SCHNITZER is a Senior Vice President of AMAC. Mr. Schnitzer is
also a Managing Director of Related and the Director of Related's Tax Credit
Acquisitions Group. Mr. Schnitzer received a Master of Business Administration
degree from The Wharton School of The University of Pennsylvania in December
1987, and joined Related in January, 1988. From 1983 to 1986, Mr. Schnitzer was
a Financial Analyst in the Fixed Income Research Department of The First Boston
Corporation in New York. Mr. Schnitzer received a Bachelor of Science degree,
summa cum laude, in Business Administration from the School of Management at
Boston University.
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MICHAEL I. WIRTH is the chief financial officer and senior vice
president of AMAC. Mr. Wirth is also a senior vice president of Related. Mr.
Wirth joined Related in August, 2000. Prior to Related, Mr. Wirth was a vice
president in the real estate group at CGA Investment Management where he was
responsible for the underwriting, investment and management of all commercial
real estate debt investments made by the company. Prior to CGA, Mr. Wirth spent
4 years as a senior manager at Deloitte & Touche in the realty consulting group
and technology solutions practice and 5 years as a senior manager and national
director to the financial services industry at The Roulac Group of Deloitte &
Touche. Mr. Wirth received a Bachelors in Business Administration from Georgia
State University. He has been a Certified Public Accountant since 1986.
BRUCE H. BROWN is a Senior Vice President of AMAC. Mr. Brown is also a
Senior Vice President of Related and is the director of Related's Portfolio
Management Group. He is responsible for overseeing the administration of the
firm's public registered debt and equity affiliates encompassing the monitoring
of the performance of each entity and each investment. He is also responsible
for Related's loan servicing activities with respect to the firm's portfolio of
tax exempt first mortgage bonds and FNMA/GNMA insured and co-insured loan
portfolio. Prior to joining Related in 1987, Mr. Brown was a real estate lending
officer at the United States Trust Company of New York and previously held
management positions in the hotel and resort industry with Helmsley-Spear and
Westin Hotels. Mr. Brown graduated from Colgate University with a Bachelor of
Arts degree.
STEVEN B. WENDEL is a Senior Vice President of AMAC and is responsible
for the origination and acquisition of AMAC's mortgage products. Mr. Wendel is
also a Senior Vice President of Related. Prior to joining Related in June, 1999,
Mr. Wendel was a Managing Director of the commercial loan origination and
securitization program at ContiFinancial Corporation, which originated
approximately $2.6 billion of commercial loans. From 1989-1992, Mr. Wendel was a
senior associate of the structured finance/MBA rotational program at Coopers &
Lybrand. From 1987-1989, he was a consultant at Martin E. Segal Company, and
from 1984-1987, he was a pricing analyst at Metropolitan Life Insurance Company.
Mr. Wendel holds his Masters in Business Administration from the Stern School of
Business Administration at New York University and his Bachelor of Arts in
economics from the University of Pennsylvania.
MARK J. SCHLACTER is a Vice President of AMAC and is responsible for
AMAC's FHA mortgage acquisitions program. Mr. Schlacter is also a Vice President
of Related and has been with Related since June 1989. Prior to joining Related,
Mr. Schlacter garnered 16 years of direct real estate experience covering retail
and residential construction, single and multifamily mortgage origination and
servicing, commercial mortgage origination and servicing, property acquisition
and financing, and mortgage lending program underwriting and development. He was
a Vice President with Bankers Trust Company from 1986 to June 1989, and held
prior positions with Citibank, Anchor Savings Bank and the Pyramid Companies
covering the 1972-1986 period. Mr. Schlacter holds a Bachelor of Arts degree in
Political Science from Pennsylvania State University.
JOHN SOREL is a Vice President of AMAC and is a Vice President of
Related. Mr. Sorel is responsible for overseeing construction risk management
for AMAC. Prior to joining Related in November, 1999, Mr. Sorel was a Vice
President for BankBoston in their real estate department from 1993-1999, where
he originated and managed over $150 million of corporate and construction loan
facilities for the low income housing tax credit industry. From 1991-1993, Mr.
Sorel worked as an Assistant Vice President for Recoll Management. Mr. Sorel
holds a Bachelor of Arts degree in Economics from Syracuse University.
GARY PARKINSON is the controller of AMAC. Mr. Parkinson is also an
Assistant Vice President of Related. Mr. Parkinson has been Certified Public
Accountant in New York since 1987. Prior to joining Related in September 2000,
Mr. Parkinson was employed by American Real Estate Partners, L.P. from July 1991
to September 2000, Integrated Resources, Inc. from August 1988 to July 1991 and
Ernst and Young from September 1984 to August 1988. Mr. Parkinson graduated from
Northeastern University and The Johnson Graduate School of Business at Cornell
University.
TERESA WICELINSKI is the Secretary of AMAC. Ms. Wicelinski joined
Related in June 1992, and prior to that date was employed by Friedman, Alprin &
Green, certified public accountants. Ms. Wicelinski graduated from Pace
University with a Bachelor of Arts Degree in Accounting.
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COMMITTEES OF THE BOARD OF TRUSTEES
The Board of Trustees has standing Audit and Compensation Committees.
The Audit Committee's duties include the review and oversight of all
transactions with affiliates of AMAC, the periodic review of AMAC's financial
statements and meetings with AMAC's independent auditors. The Audit Committee is
comprised of Messrs. Allen and Fisch and had four meeting during AMAC's fiscal
year ended December 31, 2000.
The Compensation Committee's duties include the determination of
compensation, if any, of AMAC's executive officers and of the Advisor and the
administration of AMAC's Incentive Share Option Plan. The Compensation Committee
is comprised of Messrs. Allen and Fisch and did not hold any meetings during
AMAC's fiscal year ended December 31, 2000. The Compensation Committee must have
at least two members, each of which must be Independent Trustees.
THE ADVISOR
The directors and executive officers of Related AMI Associates, Inc.,
are set forth below. These officers of the Advisor may also provide services to
AMAC on behalf of the Advisor.
RELATED AMI ASSOCIATES, INC.
YEAR FIRST BECAME
NAME AGE OFFICES HELD OFFICER/MEMBER
- ---- --- ------------ --------------
Stuart J. Boesky ...... 44 Director and President 1991
Alan P. Hirmes ........ 46 Senior Vice President 1991
Michael J. Brenner .... 54 Director 1999
Gary Parkinson ........ 52 Treasurer 2000
Teresa Wicelinski ..... 35 Secretary 1998
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Biographical information with respect to Messrs. Hirmes and Parkinson and Ms.
Wicelinski is set forth above and with respect to Mr. Boesky is set forth under
"PROPOSAL BEFORE THE MEETING", below.
MICHAEL J. BRENNER is a Director of the Advisor, and is the Executive
Vice President and Chief Financial Officer of TRCLP. Prior to joining TRCLP in
1996, Mr. Brenner was a partner with Coopers & Lybrand, having served as
managing partner of its Industry Programs and Client Satisfaction initiatives
from 1993-1996, managing partner of the Detroit group of offices from 1986-1993
and Chairman of its National Real Estate Industry Group from 1984-1986. Mr.
Brenner graduated summa cum laude from the University of Detroit with a
Bachelors degree in Business Administration and from the University of Michigan
with a Masters of Business Administration, with distinction. Mr. Brenner also
serves on the Board of Directors of Aegis and the Board of Trustees of
CharterMac.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
AMAC has and will continue to have certain relationships with the
Advisor and its affiliates. However, there have been no direct financial
transactions between AMAC and its Trustees and officers or the directors and
officers of the Advisor.
AMAC and the Advisor entered into an Advisory Agreement pursuant to
which the Advisor is obligated to use its best efforts to seek out and present
to AMAC, whether through its own efforts or those of third parties retained by
it, suitable and a sufficient number of investment opportunities which are
consistent with the investment policies and objectives of AMAC and consistent
with such investment programs as the Board of Trustees may adopt from time to
time in conformity with AMAC's Trust Agreement.
Although the Board of Trustees has continuing exclusive authority over
the management of AMAC, the conduct of its affairs and the management and
disposition of AMAC's assets, the Board of Trustees has initially delegated to
the Advisor, subject to the supervision and review of the Board of Trustees and
consistent with the
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provisions of the Trust Agreement, the power and duty to: (i) obtain for AMAC,
furnish and/or supervise the services necessary to perform any ministerial
functions in connection with the management of the day-to-day operations of AMAC
subject to the supervision of the Trustees; (ii) seek out and present to AMAC,
whether through its own efforts or those of third parties retained by it,
suitable and a sufficient number of investment opportunities which are
consistent with the investment objectives and policies of AMAC as adopted by the
Trustees from time to time; (iii) exercise absolute discretion, subject to the
Trustees' review, in decisions to originate, acquire, retain, sell or negotiate
for the prepayment or restructuring of mortgages and other investments of AMAC;
(iv) recommend investment opportunities consistent with AMAC's investment
objectives and policies and negotiate on behalf of AMAC with respect to
potential investments or the disposition thereof; (v) upon request, cause an
Affiliate to serve as the mortgagee of record for the Mortgages of AMAC if such
Affiliate is qualified to do so and in that capacity to hold escrows on behalf
of mortgagors in connection with the servicing of mortgages, which it may
deposit with various banks including banks with which it may be affiliated; (vi)
obtain for AMAC such other services as may be required in acquiring or disposing
of investments, disbursing and collecting the funds of AMAC, paying the debts
and fulfilling the obligations of AMAC, and handling, prosecuting and settling
any claims of AMAC, including foreclosing and otherwise enforcing mortgages and
other liens securing investments; (vii) obtain for AMAC such services as may be
required for property management, mortgage brokerage and servicing, and other
activities relating to the investment portfolio of AMAC; (viii) evaluate,
structure and negotiate potential prepayments or sales of mortgages and other
investments and, if applicable, coordinate with government agencies and Fannie
Mae and Freddie Mac in connection therewith; (ix) monitor annual Participating
Interest Payments, monitor operations and expenses of the Developments, and
verify computations of annual Participating Interest Payments; (x) from time to
time, or as requested by the Trustees, make reports to AMAC as to its
performance of the foregoing services; (xi) do all things necessary to assure
its ability to render the services contemplated herein.
The Advisory Agreement is renewed annually by AMAC, subject to an
evaluation of the performance of the Advisor by the Board of Trustees. The
Advisory Agreement may be terminated (i) without Cause by the Advisor or (ii)
for Cause by a majority of the Independent Trustees, each without penalty, and
each upon 60 days' prior written notice to the non-terminating party.
Pursuant to the terms of the Advisory Agreement, the Advisor is
entitled to receive the fees and other compensation set forth below:
FEES/COMPENSATION/POINTS* AMOUNT
- ------------------------- ------
Asset Management Fee .............. equal to .625% on existing Original Mortgage Investments; .355% on new
Original Mortgage Investments; .355% on investment grade Additional
Mortgage Investments; .750% on non-investment grade Additional Mortgage
Investments; and 1.000% on unrated Additional Mortgage Investments.**
Annual Incentive Fee .............. equal to the product of (A) 25% of the dollar amount by which (1)(a) Funds
From Operations of the Company (before the incentive fee) per Share (based
on the weighted average number Shares outstanding) plus (b) gains (or minus
losses) from debt restructuring and sales of property per Share (based on
the weighted average number of Shares outstanding), exceed (2) an amount
equal to (a) the weighted average of the price per Share of the initial
Offering (i.e. $20 per Share) and the prices per Share of any secondary
offerings by the Company multiplied by (b) the Ten-Year U.S. Treasury Rate
plus two percent per annum, multiplied by (B) the weighted average number
of shares outstanding during such year. The Advisor will not receive this fee
unless the Shareholders have received a minimum annual distribution of $1.45
per Share.
Origination Points ................ paid by borrowers with respect to first $100 million of new Mortgage Investments
(1% of principal amount to Advisor, balance to Company). Thereafter, 100% of all
origination points will be earned and retained by the Company.
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FEES/COMPENSATION/POINTS* AMOUNT
- ------------------------- ------
Special Servicing Fees ............ Related Mortgage Company, an affiliate of the Advisor, will receive fees from the
Company to the extent that it acts as a special servicer with respect to the
Mortgage Loans underlying CMBS in which the Company owns a Subordinated Interest.
Those fees would be i) a special servicing fee equal to 25 basis points per annum
paid on the specially serviced loan, (ii) a work-out fee equal to 1% of collections
on loans which return to current status and remain current for three consecutive
months, and (iii) liquidation fees equal to 1% of net proceeds from any specially
serviced mortgage loan or real estate owned property.
Operating Expense Reimbursement ... for direct expenses incurred by the Advisor in an amount not to exceed $200,000 per
annum (subject to increase based on increases in AMAC's and its respective
subsidiaries' assets and to annual increases based upon increases in the Consumer
Price Index).
Incentive Share Options ........... the Advisor may receive options to acquire additional Shares pursuant to AMAC's
Incentive Share Option Plan only if AMAC's distributions in any year exceed $1.45 per
Share, and the Compensation Committee of the Board of Trustees determines to grant
such options.
- ---------------
* The Advisor is also permitted to earn miscellaneous compensation which may
include, without limitation, construction fees, escrow interest, property
management fees, leasing commissions and insurance brokerage fees. The
payment of any such compensation is generally limited to the competitive rate
for the services being performed.
** "Original Mortgage Investments" means investments authorized under the AMAC's
original investment policy, which include originated Mortgages, acquired
Mortgages and additional loans (and within such terms are also included
REMICS, CMOs, GNMA, FHA and FHLMC Pass-Through Certificates). "Additional
Mortgage Investments" shall mean uninsured mortgage loans, construction
loans, bridge loans, mezzanine loans, mortgage derivatives, commercial
mortgage backed securities ("CMBS") subordinated interests (including
subordinated interests in CMBS).
The Advisor may engage in other business activities related to real
estate, mortgage investments or other investments whether similar or dissimilar
to those made by AMAC, or act as Advisor to any other person or entity having
investment policies whether similar or dissimilar to those of AMAC. Before the
Advisor, the officers and directors of the Advisor and all persons controlled by
the Advisor and its officers and directors may take advantage of an opportunity
for their own account or present or recommend it to others, they are obligated
to present such investment opportunity to AMAC if (i) such opportunity is of a
character which could be taken by AMAC, (ii) such opportunity is compatible with
AMAC's investment objectives and policies and (iii) AMAC has the financial
resources to take advantage of such opportunity.
The Trust Agreement and Advisory Agreement provide that AMAC will
indemnify the Advisor and its affiliates under certain circumstances.
The Advisor is entitled to subcontract its obligations under the
Advisory Agreement to an affiliate. In accordance with the foregoing, the
Advisor has assigned its rights and obligations to Related.
INFORMATION REGARDING OTHER COMPANIES MANAGED BY AFFILIATES OF OUR
ADVISOR. On or about February 8, 2001, a complaint was filed in the New York
Supreme Court, County of New York, against the external advisor of Aegis. Also
named as defendants in the suit were certain affiliates of Aegis' advisor and
Messrs. Boesky, Hirmes, Ross, Brenner, Allen and Fisch, each of whom (other than
Messrs. Hirmes, Brenner and Ross) is a trustee of the Company. Aegis was also
named as a nominal defendant. The action is entitled Paul v. The Related
Companies, L.P., et al., Index No. 01-600669, and is purportedly a class and
derivative action. On or about March 23, 2001 a second action, entitled
Schnipper v. Aegis Realty, Inc., et al., Case No. 219736-V, was filed in the
Circuit Court for Montgomery County, Maryland against Aegis and each of Aegis'
five directors (Messrs. Boesky, Brenner, Hirmes, Allen and Fisch). Schnipper is
purportedly brought as a class action. On or about April 2, 2001 a third
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action, entitled Opportunity Partners, L.P. v. Stuart J. Boesky, et al., Civ.
No. 24-C-01-001579, was filed in the Circuit Court for Baltimore County,
Maryland against, among others, Aegis, each of its five directors, and Aegis'
external advisors, which are affiliates of our Advisor. Opportunity Partners is
purportedly a class and derivative action.
Each of these three actions challenges Aegis' proposed acquisition of a
property portfolio and development business owned by a third party, which
transaction also involves the termination by Aegis of its external advisory
agreements with affiliates of the Advisor and purchase by Aegis of various
assets owned by those external advisors. Each suit alleges that the defendants
breached their fiduciary duties to the Aegis stockholders by, among other
things, committing Aegis to pay unwarranted fees and other consideration to
affiliates of the Advisor. All three actions seek money damages, injunctive and
declaratory relief and attorneys' fees. The transaction at issue in each suit,
however, was approved by Aegis' independent directors (Messrs. Allen and Fisch),
who first obtained legal advice and two fairness opinions from nationally
recognized investment banking firms before approving those transactions.
Additionally, the transaction at issue is subject to Aegis stockholder approval
after proxy materials describing that transaction are disseminated to the Aegis
stockholders. The defendants have advised the Company that they intend to defend
all three actions vigorously. The defendants filed motions to dismiss the
complaint in Paul on or about April 16, 2001. Not all of the defendants have
been served yet in Schnipper and Opportunity Partners and the time to answer for
the defendants that have been served has not yet expired.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of April 16, 2001, one person was known by AMAC to be the beneficial
owner of more than five percent of the outstanding Shares of AMAC.
AMOUNT AND NATURE OF
NAME AND ADDRESS BENEFICIAL OWNERSHIP PERCENT OF CLASS
- ---------------- --------------------- ----------------
J. Michael Fried
Phoenix Realty Group
535 Madison Avenue
New York, NY 10022 .............................. 191,975 Shares1 2 5.00%
- -------------------
1 48,308 of these Shares are owned by the Advisor, of which Mr. Fried has a
19.2% economic interest.
2 The ownership of Common Shares reported herein is based upon 13-D filings
with the Securities and Exchange Commission (the "Commission").
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As of April 16, 2001, Trustees and senior officers of AMAC and members
and senior officers of the Advisor own directly or beneficially Shares of AMAC
as follows:
AMOUNT AND NATURE OF
NAME TITLE BENEFICIAL OWNERSHIP PERCENT OF CLASS
- ---- ----- -------------------- ----------------
Stephen M. Ross ................ Majority shareholder of
the Advisor 48,308 Shares 2 1.26%
Alan P. Hirmes ................. Senior Vice President 60,308 Shares 1 1.57%
of AMAC and SVP of
the Advisor
Stuart J. Boesky ............... Chairman, President and 66,808 Shares 1 1.74%
CEO of AMAC and Director
and President of the Advisor
Peter T. Allen ................. Trustee of AMAC 0 Shares --
Arthur P. Fisch ................ Trustee of AMAC 0 Shares --
Michael I. Wirth ............... CFO & SVP of AMAC 1,500 Shares *
Denise Kiley ................... Senior VP of AMAC
Bruce H. Brown ................. Senior VP of AMAC 0 Shares --
Steven B. Wendel ............... Senior VP of AMAC 0 Shares --
All Senior Officers and Trustees of AMAC
and the Advisor as a group (13 persons) 80,308 Shares 1 2.09%
- -----------------------
1 48,308 of these Shares are owned by the Advisor, of which Messrs. Ross,
Hirmes, and Boesky are majority owners.
* Less than 1% of the Shares outstanding
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires AMAC's officers and trustees, and persons who own more than ten percent
of a registered class of AMAC's equity securities, to file reports of ownership
and changes in ownership with the Commission. These persons are required by
regulation of the Commission to furnish AMAC with copies of all Section 16(a)
forms they file.
Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons that no Forms 5 were
required for those persons, AMAC believes that during the fiscal year ended
December 31, 2000, AMAC's officers, trustees and greater than ten percent
beneficial owners complied with all applicable Section 16(a) filing
requirements.
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PROPOSAL BEFORE THE MEETING
ELECTION OF TRUSTEES
At the Meeting, three Trustees are to be elected for one-year terms
expiring in 2002. All of the nominees are currently Trustees of AMAC. Trustees
are elected by a plurality of the votes cast (assuming the presence of a quorum
consisting of a majority of the Shareholders whether present in person or by
proxy).
Unless Shareholders otherwise specify, the Shares represented by the
proxies will be voted "FOR" the indicated nominees for election as Trustees. If
for any reason any of the nominees become unavailable for election, the proxies
solicited will be voted for such nominees as are selected by the Board of
Trustees. The Board of Trustees has no reason to believe that any of the
nominees will be unable or unwilling to continue to serve as a Trustee if
elected. However, in the event that any nominee should be unable or for good
cause unwilling to serve, the Shares represented by proxies received will be
voted for another nominee selected by the Board of Trustees. THE BOARD OF
TRUSTEES RECOMMENDS A VOTE "FOR" EACH OF THE LISTED NOMINEES.
The following table sets forth information with respect to each nominee
nominated to serve as a Trustee for a term to expire in 2002.
NAME OF TRUSTEE/
NOMINEE FOR ELECTION AGE PRINCIPAL OCCUPATION
- -------------------- --- --------------------
Stuart J. Boesky ........... 44 Mr. Boesky is Chairman, the President and Chief Executive Officer of
AMAC and is the President and Director of the Advisor. Mr. Boesky
practiced real estate and tax law in New York City with the law firm of
Shipley & Rothstein from 1984 until February 1986 when he joined
Related. From 1983 to 1984, Mr. Boesky practiced law with the Boston
law firm of Kaye, Fialkow, Richmond & Rothstein (which subsequently
merged with Stroock & Stroock & Lavan) and from 1978 to 1980 was a
consultant specializing in real estate at the accounting firm of
Laventhol & Horwath. Mr. Boesky is the sole shareholder of one of the
general partners of Related. Mr. Boesky graduated from Michigan State
University with a Bachelor of Arts degree and from Wayne State School
of Law with a Juris Doctor degree. He then received a Master of Laws
degree in Taxation from Boston University School of Law. Mr. Boesky
also serves on the Board of Directors of Aegis and the Board of
Trustees of CharterMac.
Peter T. Allen ............ 55 Mr. Allen is a Trustee and is the President of Peter Allen &
Associates, Inc., a real estate development and management firm, in
which capacity he has been responsible for the leasing, refinancing and
development of major commercial properties. Mr. Allen has also been an
Adjunct Professor of the Graduate School of Business at the University
of Michigan since 1981. Mr. Allen received a Bachelor of Arts Degree
in history/economics from DePauw University and a Masters Degree in
Business Administration with Distinction from the University of
Michigan. Mr. Allen has been an Independent Director since 1991 and is
a member of the Audit and Compensation Committees. Mr. Allen also
serves on the Board of Trustees of CharterMac and on the Board of
Directors of Aegis.
9
Arthur P. Fisch ........... 59 Mr. Fisch is a Trustee and is an attorney in private practice
specializing in real property and securities law since October 1987,
with Arthur P. Fisch, P.C. and Fisch & Kaufman. From 1975-1987, Mr.
Fisch was employed by E.F. Hutton & Company, serving as First Vice
President in the Direct Investment Department from 1981-1987 and
associate general counsel from 1975-1980 in the legal department. As
First Vice President, he was responsible for the syndication and
acquisition of residential real estate. Mr. Fisch received a B.B.A.
from Bernard Baruch College of the City University of New York and a
Juris Doctor degree from New York Law School. Mr. Fisch is admitted to
practice law in New York and Pennsylvania. Mr. Fisch has been an
Independent Director since 1991 and is a member of the Audit and
Compensation Committees. Mr. Fisch also serves on the Board of
Trustees of CharterMac and the Board of Directors of Aegis.
EXECUTIVE COMPENSATION
TRUSTEES AND MANAGEMENT
AMAC has eleven executive officers and three Trustees (two of whom are
Independent Trustees). AMAC does not pay or accrue any fees, salaries or other
forms of compensation to its officers other than options which may be received
under the Share Option Plan. Independent Trustees receive compensation for
serving as Independent Trustees at the rate of $10,000 per year payable in cash,
in addition to an expense reimbursement for attending meetings of the Board of
Trustees.
The Advisor, at its expense, provides all personnel necessary to
conduct AMAC's regular business. The Advisor receives various fees for advisory
and other services performed under the Advisory Agreement, as further described
in the "MANAGEMENT - Certain Relationships and Related Transactions" section of
this Proxy Statement. An affiliate of the Advisor pays all salaries, bonuses and
other compensation (other than options which may be received under the Share
Option Plan) to the officers of AMAC and the Advisor. Certain members and
officers of the sole general partner of the Advisor and certain officers of AMAC
receive compensation from the Advisor and its affiliates for services performed
for various affiliated entities, which may include services performed for AMAC.
Such compensation may be based in part on the performance of AMAC; however, the
Advisor believes that any compensation attributable to services performed for
AMAC is immaterial.
SHARE OPTION PLAN
AMAC has adopted an Incentive Share Option Plan (the "Plan"), the
purpose of which is (i) to attract and retain qualified persons as trustees and
officers and (ii) to incentivize and more closely align the financial interests
of the Advisor and its employees and officers with the interests of the
Shareholders by providing the Advisor with substantial financial interest in
AMAC's success. The Compensation Committee, which is comprised of Messrs. Allen
and Fisch, administers the Plan. Pursuant to the Plan, if AMAC's distributions
per Share in the immediately preceding calendar year exceed $1.45 per Share, the
Compensation Committee has the authority to issue options to purchase, in the
aggregate, that number of Shares which is equal to three percent of the Shares
outstanding as of December 31 of the immediately preceding calendar year (or in
the initial year, as of December 31, 1999), provided that the Compensation
Committee may only issue, in the aggregate, options to purchase a maximum number
of Shares over the life of the Plan equal to 383,863 Shares ( i.e. 10% of the
Shares outstanding on December 31, 1999.)
Subject to the limitations described in the preceding paragraph, if the
Compensation Committee does not grant the maximum number of options in any year,
then the excess of the number of authorized options over the number of options
granted in such year will be added to the number of authorized options in the
next succeeding year and will be available for grant by the Compensation
Committee in such succeeding year.
10
All options granted by the Compensation Committee will have an exercise
price equal to or greater than the fair market value of the Shares on the date
of the grant. The maximum option term is ten years from the date of grant. All
Share options granted pursuant to the Incentive Share Option Plan may vest
immediately upon issuance or in accordance with the determination of the
Compensation Committee. No options were granted for the year ended December 31,
1999. In 2000, AMAC distributed $1.45 per Share; therefore, the Compensation
Committee is not authorized to issue options for the year ended December 31,
2000.
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee is comprised of two Independent Trustees
(Messrs. Allen and Fisch). The role of the Compensation Committee is to
administer the policies governing the Plan. Because AMAC does not pay salaries
and bonuses to the officers of AMAC or the Advisor, the Compensation Committee
does not determine executives' salary levels. Subject to the restrictions
contained in the Plan, option compensation is intended to be set at a level
competitive with the amounts paid to the management of similarly sized companies
in similar industries. The Committee also evaluates the performance of
management when determining the number of options to be issued.
AMAC's grants of stock options are structured to link the compensation
of the officers of AMAC and the officers of the Advisor with AMAC's performance.
Through the establishment of the Plan, AMAC has aligned the financial interests
of its executives (and the executives of the Advisor) with the results of AMAC's
performance, which is intended to enhance Shareholder value. The Compensation
Committee may only grant options if certain performance levels are met and is
limited in the number of options which may be granted each year (See "Share
Option Plan" above). The amount of options which may be granted will be set at
levels that the Compensation Committee believes to be consistent with others in
AMAC's industry, with such compensation contingent upon AMAC's level of annual
and long-term performance.
Section 162 (m) was added to the Internal Revenue Code as part of the
Omnibus Budget Reconciliation Act of 1993. Section 162 (m) limits the deduction
for compensation paid to the Chief Executive Officer and the other executive
officers to the extent that compensation of a particular executive exceeds
$1,000,000 (less the amount of any "excess parachute payments" as defined in
Section 280G of the Code) in any one year. However, under Section 162(m), the
deduction limit does not apply to certain "performance-based" compensation
established by an independent compensation committee which conforms to certain
restrictive conditions stated under the Code and related regulations. It is
AMAC's goal to have compensation paid to its five most highly compensated
officers qualify as performance based compensation deductible for federal income
tax purposes under Section 162 (m). Given the fact that AMAC is externally
managed and the only compensation that currently may be paid to its executives
are options pursuant to the Plan, it is unlikely that Section 162 (m) will
present any concerns.
COMPENSATION COMMITTEE
Peter T. Allen
Arthur P. Fisch
11
AUDIT COMMITTEE CHARTER
On June 14, 2000, the Board of Trustees adopted the following Audit
Committee Charter. The Audit Committee Charter will be reviewed, updated and
approved by the Board of Trustees each year:
ROLE AND INDEPENDENCE
The audit committee, of the Board of Trustees of American
Mortgage Acceptance Company (the "Company"), assists the board in
fulfilling its responsibility for oversight of the quality and
integrity of the accounting, auditing and reporting practices of the
Company and other such duties as directed by the board. Each member
shall be free of any relationship that, in the opinion of the Board,
would interfere with his or her individual exercise of independent
judgment, and shall meet the director independence requirements for
serving on the Committee as set forth in the corporate governance
standards of the American Stock Exchange. The Committee is expected to
maintain free and open communication (including private executive
sessions at least annually) with the independent accountants, the
internal auditors, if any, and the management of the Company. In
discharging this oversight role, the Committee is empowered to
investigate any matter brought to its attention, with full power to
retain outside counsel or other experts for this purpose.
The Board of Trustees shall appoint one member of the
Committee as chairperson. He or she shall be responsible for leadership
of the Committee, including preparing the agenda, presiding over the
meetings, making Committee assignments and reporting to the Board of
Trustees. The chairperson will also maintain regular liaison with the
CEO, CFO, and the lead independent audit partner.
RESPONSIBILITIES
The Committee's primary responsibilities include:
Recommending to the Board the independent accountant to be
selected or retained to audit the financial statements of the
Company. In so doing, the Committee will request from the
auditor a written affirmation, consistent with Independence
Standards Board Standard 1, that the auditor is in fact
independent, discuss with the auditor any relationships that
may impact the auditor's independence, and recommend to the
Board any actions necessary to oversee the auditor's
independence.
Overseeing the independent auditor relationship by
discussing with the auditor the nature and rigor of the audit
process, receiving and reviewing audit reports, and providing
the auditor full access to the Committee (and the Board) to
report on any and all appropriate matters.
Reviewing the audited financial statements and discussing
them with management and the independent auditor. These
discussions shall include consideration of the quality of the
Company's accounting principles as applied in its financial
reporting, including review of estimates, reserves and
accruals, review of judgmental areas, review of audit
adjustments whether or not recorded and such other inquiries
as may be appropriate. Based on the review, the Committee
shall make its recommendation to the Board as to the inclusion
of the Company's audited financial statements in the Company's
annual report on Form 10-K.
Reviewing with management and the independent auditor the
quarterly financial information prior to the Company's filing
of Form 10-Q. This review may be performed by the Committee or
its chairperson.
Discussing with management, the internal auditors, if any,
and the external auditors the quality and adequacy of the
Company's internal controls.
Discussing with management the status of pending
litigation, taxation matters and other areas of oversight to
the legal and compliance area as may be appropriate.
Reporting Committee activities to the full Board and
issuing annually a report to be included in the proxy
statement (including appropriate oversight conclusions) for
submission to the shareholders.
12
The Committee's job is one of oversight. Management is
responsible for the preparation of the Company's financial
statements and the independent auditors are responsible for
auditing those financial statements. The Committee and the
Board recognize that management (including the internal audit
staff, if any) and the independent auditors have more
resources and time, and more detailed knowledge and
information regarding the Company's accounting, auditing,
internal control and financial reporting practices than the
Committee does; accordingly the Committee's oversight role
does not provide any expert or special assurances as to the
financial statements and other financial information provided
by the Company to its shareholders and others.
AUDIT COMMITTEE REPORT
The Audit Committee of AMAC's Board of Trustees has issued the
following report with respect to the audited financial statements of the Company
for the fiscal year ended December 31, 2000:
o The Audit Committee has reviewed and discussed with AMAC's management the
Company's fiscal 2000 audited financial statements;
o The Audit Committee has discussed with Deloitte & Touche LLP (AMAC's
independent auditors) the matters required to be discussed by Statement on
Auditing Standards No. 61 as amended by SAS No. 90;
o The Audit Committee has received the written disclosures and letter from
the independent auditors required by Independence Standards Board No. 1
(which related to the auditors' independence from the Company and its
related entities) and has discussed with the auditors their independence
from AMAC;
Based on the review and discussions referred to in the three items
above, the Audit Committee recommended to the Board of Trustees that the audited
financial statements be included in AMAC's Annual Report on Form 10-K for the
fiscal year ended December 31, 2000.
Submitted by the Audit Committee of AMAC's Board of Trustees:
Peter T. Allen - Chairman
Arthur P. Fisch
13
STOCK PERFORMANCE GRAPH
The following stock performance graph compares AMAC's performance to
the S&P 500 and the NAREIT Mortgage REIT Index. The graph assumes a $100
investment on July 1, 1999. All stock price performance figures includes the
reinvestment of dividends.
COMPARISON OF 18 MONTH CUMULATIVE TOTAL RETURN*
AMONG AMERICAN MORTGAGE ACCEPTANCE COMPANY,
THE S&P 500 INDEX AND THE NAREIT MORTGAGE INDEX
[PERFORMANCE GRAPH]
* $100 invested on 7/1/99 in stock or on 6/30/99 in index - including
reinvestment of dividends.
Fiscal year ending December 31.
CUMULATIVE TOTAL RETURN
- -----------------------
7/1/99 12/99 12/00
------ ----- -----
AMAC ..................... $ 100.00 $ 74.05 $ 78.77
S & P 500 ................ 100.00 107.71 97.90
NAREIT MORTGAGE .......... 100.00 58.84 68.23
14
INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche LLP have been and are presently the independent
auditors for AMAC. Representatives of Deloitte & Touche LLP are expected to be
present at the Meeting and to be available to respond to appropriate questions
from Shareholders.
The aggregate fees billed by Deloitte & Touche LLP, the member firms of
Deloitte Touche Tohmatsu, and their respective affiliates (collectively,
"Deloitte") for professional services rendered for the audit of AMAC's annual
financial statements for the fiscal year ended December 31, 2000 and for the
reviews of the financial statements included in AMAC's Quarterly Reports on Form
10-Q for that fiscal year were $48,500. Deloitte did not provide AMAC with any
professional services for information technology services relating to financial
information systems design and implementation for the fiscal year ended December
31, 2000. The aggregate fees billed by Deloitte for services rendered to AMAC
other than the services described above, for the fiscal year ended December 31,
2000 were $30,000, primarily for income tax return preparation and related
consultations.
EXPENSES OF SOLICITATION
The cost of soliciting proxies will be borne by AMAC. Brokers and
nominees should forward soliciting materials to the beneficial owners of the
Shares held of record by such person, and AMAC will reimburse them for their
reasonable forwarding expenses. In addition to the use of the mails, proxies may
be solicited by trustees and officers of AMAC and the Advisor by personal
interview or telephone.
VOTING PROCEDURES
Equiserve, LP (the "Inspector") has been appointed the inspector of
elections. The Inspector will count all votes cast, in person or by submission
of a properly executed proxy, received at or prior to the Meeting. Abstentions
and "broker non-votes" (nominees holding Shares for beneficial owners who have
not voted on a specific matter) will be treated as present for purposes of
determining whether a quorum is present at the Meeting. However, abstentions and
broker non-votes will have no effect on the vote because the vote required is a
plurality of the votes actually cast (assuming the presence of a quorum).
SHAREHOLDER PROPOSALS
Any proposal by a Shareholder of AMAC intended to be presented at the
2002 Annual Meeting of Shareholders must be received by AMAC at its principal
executive office not later than January 6, 2002 for inclusion in AMAC's proxy
statement and form of proxy relating to that meeting. Any such proposal must
also comply with other requirements of the proxy solicitation rules of the
Commission.
ANNUAL REPORT ON FORM 10-K
UPON WRITTEN REQUEST BY ANY SHAREHOLDER ENTITLED TO VOTE AT THE
MEETING, AMAC WILL FURNISH THAT PERSON WITHOUT CHARGE A COPY OF ITS ANNUAL
REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000 WHICH IS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL STATEMENTS
AND SCHEDULES THERETO. Requests should be addressed to Veronica Hunt at American
Mortgage Acceptance Company, 625 Madison Avenue, New York, New York 10022-1801.
15
OTHER BUSINESS
The Board of Trustees does not know of any other matters to be brought
before the Meeting except those set forth in the notice thereof. If other
business is properly presented for consideration at the Meeting, it is intended
that the proxies will be voted by the persons named therein in accordance with
their judgment on such matters.
It is important that your Shares be represented at the Meeting. If you
are unable to be present in person, please complete, date, sign and return the
enclosed stamped, self-addressed proxy-card. Your failure to do so will increase
the costs of operating AMAC and decrease the return on your investment.
By Order of the Board of Trustees
/s/ Stuart J. Boesky
------------------------
April 30, 2001 Stuart J. Boesky
Chairman, President and Chief Executive Officer
16
Proxy
AMERICAN MORTGAGE ACCEPTANCE COMPANY
625 Madison Avenue
New York, New York 10022
SOLICITED BY THE BOARD OF TRUSTEES
FOR THE ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Alan P. Hirmes, with the power to appoint his
substitute, and hereby authorizes him to represent and to vote, as designated on
the reverse side, all shares of beneficial interest of American Mortgage
Acceptance Company ("AMAC") held of record by the undersigned on April 16, 2001
at the Annual Meeting of Shareholders to be held on June 12, 2001 and any
adjournments thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED, IF NO
DIRECTION IS GIVEN WITH RESPECT TO A PARTICULAR PROPOSAL. THIS PROXY WILL BE
VOTED FOR SUCH PROPOSAL.
PLEASE MARK, DATE, SIGN, AND RETURN THIS PROXY CARD PROMPTLY, USING THE
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
[SEE REVERSE SIDE] [SEE REVERSE SIDE]
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
Dear Shareholder:
Please take note of the important information enclosed with this Proxy. There
are a number of issues related to the operation of AMAC that require your
immediate attention.
Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.
Please mark the boxes on the proxy card to indicate how your shares will be
voted. Then sign the card, detach it and return your proxy in the enclosed
postage paid envelope.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
American Mortgage Acceptance Company
- --------------------------------------------------------------------------------
DETACH HERE
[X] Please mark votes as in this example.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS
1. Election of Trustees. 2. In their discretion, the proxies are
Nominees: Stuart J. Boesky, authorized to vote upon any other
Peter T. Allen Arthur P. Fisch business that may properly come before.
the meeting
FOR WITHELD
[ ] [ ]
[ ]
---------------------------------
For both nominees except as noted above
MARK HERE FOR ADDRESS CHANGE AND NOTE
AT RIGHT [ ]
Please sign exactly as name appears hereon. Joint owners
should each sign. Executors, administrators, trustees,
guardians or other fiduciaries should give full title as such. If
signing for a corporation, please sign in full corporate name by a duly
authorized officer.
Signature: Date: Signature: Date:
------------------- ------- ----------------- -------