<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-2.
[ ] Confidential for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
</TABLE>
AMERICA FIRST MORTGAGE INVESTMENTS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction 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):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] 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.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
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<PAGE> 2
AMERICA FIRST MORTGAGE INVESTMENTS, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 25, 2000
The Annual Meeting of Stockholders of America First Mortgage Investments,
Inc. (the "Company") will be held at the Joslyn Art Museum, 2200 Dodge Street,
Omaha, Nebraska on Thursday, May 25, 2000, at 10:00 a.m. Central Daylight Time,
for the following purposes:
(1) To elect two Class II directors.
(2) To ratify the appointment of PricewaterhouseCoopers LLP as independent
auditor for the Company for the fiscal year ending December 31, 2000.
(3) To transact such other business as may properly come before the meeting
or any adjournment or adjournments thereof.
Enclosed herewith is a Proxy Statement setting forth information with
respect to the election of Class II directors and the ratification of the
appointment of the independent auditors of the Company.
Only stockholders holding shares of Common Stock of record at the close of
business on March 27, 2000 will be entitled to notice of, and to vote at, the
meeting.
Please sign and return the enclosed proxy card using the envelope provided.
You can revoke your proxy at any time. If you attend the meeting in person, you
may withdraw your proxy and vote in person.
By Order of the Board of Directors
/s/ William S. Gorin
William S. Gorin, Secretary
New York, New York
March 30, 2000
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER SOLICITATION FOR PROXIES TO ENSURE A QUORUM AT THE ANNUAL MEETING.
<PAGE> 3
AMERICA FIRST MORTGAGE INVESTMENTS, INC.
399 Park Avenue
36th Floor
New York, New York 10022
------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
OF
COMMON STOCK
This Proxy Statement is furnished in connection with the solicitation of
proxies for use at the Annual Meeting of Stockholders of America First Mortgage
Investments, Inc. (the "Company") to be held on May 25, 2000 at the time and
place and for the purposes set forth in the accompanying Notice of Annual
Meeting of Stockholders. Only holders of Common Stock of record at the close of
business on March 27, 2000 (the "Record Date") will be entitled to vote at the
Annual Meeting. This Proxy Statement and the proxy cards are first being mailed
to stockholders on or about March 30, 2000.
The accompanying proxy is solicited on behalf of the Board of Directors of
the Company and is revocable at any time before it is exercised by written
notice of termination given to the Secretary of the Company or by filing a
later-dated proxy with him. Furthermore, stockholders who are present at the
Annual Meeting may withdraw their proxies and vote in person. All shares of the
Company's Common Stock represented by properly executed and unrevoked proxies
will be voted by the Board of Directors of the Company in accordance with the
directions given therein. Where no instructions are indicated, proxies will be
voted "FOR" each of the proposals set forth in this Proxy Statement for
consideration at the Annual Meeting. In addition, the directors believe
outstanding shares owned by executive officers and directors of the Company will
be voted "FOR" each such proposal. Such shares represent approximately 3.3% of
the total shares outstanding as of March 10, 2000. Shares of Common Stock
entitled to vote and represented by properly executed, returned and unrevoked
proxies will be considered present at the meeting for purposes of determining a
quorum, including shares with respect to which votes are withheld, abstentions
are cast or there are broker nonvotes.
The principal executive offices of the Company are at 399 Park Avenue, 36th
floor, New York, New York 10022.
VOTING SECURITIES AND BENEFICIAL OWNERSHIP THEREOF BY PRINCIPAL STOCKHOLDERS,
DIRECTORS AND OFFICERS
On March 10, 2000, there were 8,917,842 issued and outstanding shares of
Common Stock. Each share of Common Stock is entitled to one vote upon each
matter to be voted on at the Annual Meeting. Stockholders do not have the right
to cumulate votes in the election of directors.
<PAGE> 4
As of March 10, 2000, the directors and executive officers of the Company
beneficially owned the following shares of the Company's Common Stock. The
Company does not believe that any stockholder owns more than 5% of the Company's
Common Stock.
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY PERCENT OF
NAME OWNED(1) CLASS
---- ---------------- ----------
<S> <C> <C>
Michael B. Yanney, Director, Chairman of the Board......... 336,871(2) 3.7%
Stewart Zimmerman, Director, President and Chief Executive
Officer.................................................. 114,100(3) 1.3%
William S. Gorin, Executive Vice President and Secretary... 96,850(3) 1.1%
Ronald Freydberg, Senior Vice President.................... 71,450(3) *
Gary N. Thompson, Chief Financial Officer and Treasurer.... 18,750(3) *
Michael L. Dahir, Director................................. 8,885(3) *
George Janzen, Director.................................... 8,885(3) *
George H. Krauss, Director................................. 71,250(3) *
Gregor Medinger, Director.................................. 9,885(3) *
W. David Scott, Director................................... 8,985(3) *
All executive officers and directors as a group (10
persons)................................................. 745,911(3) 8.0%
</TABLE>
- ---------------
* Less than 1% of class.
(1) Each director and executive officer has sole voting and investment power
over the shares he beneficially owns, and all such shares are owned directly
unless otherwise indicated.
(2) Includes 220,621 shares which are owned of record by entities which Mr.
Yanney controls and 116,250 shares of the Company's common stock which may
be acquired within 60 days of March 10, 2000, pursuant to the exercise of
options by Mr. Yanney.
(3) Includes 100,000, 68,750, 71,250, 18,750, 5,000, 5,000, 56,250, 5,000, 5,000
and 451,250 shares of the Company's common stock which may be acquired
within 60 days of March 10, 2000, pursuant to the exercise of options by
Messrs. Zimmerman, Gorin, Freydberg, Thompson, Dahir, Janzen, Krauss,
Medinger and Scott, and all executive officers and directors as a group,
respectively.
ELECTION OF DIRECTORS
BOARD OF DIRECTORS AND COMMITTEES
The full Board of Directors of the Company is composed of seven directors.
The Board of Directors is divided into three classes with directors in each
class serving for a term of three years. The terms of office of the current
Class I, Class II and Class III directors will expire in 2002, 2000 and 2001,
respectively. The Board of Directors has nominated Michael L. Dahir and George
H. Krauss as Class II directors to serve three-year terms expiring in 2003. Mr.
Dahir and Mr. Krauss have each expressed an intention to serve, if elected, and
the Board of Directors knows of no reason why either of Mr. Dahir or Mr. Krauss
might be unavailable to serve. If either of Mr. Dahir or Mr. Krauss is unable to
serve as a Class II director, the shares represented by all valid proxies will
be voted for the election of such substitute nominee as the Board of Directors
may recommend. There are no arrangements or understandings between either of Mr.
Dahir or Mr. Krauss and any other person pursuant to which they were selected as
nominees. The election of a director requires the affirmative vote of a
plurality of the shares present in person or represented by proxy at the meeting
and entitled to vote. Consequently, votes withheld and broker nonvotes with
respect to the election of directors will have no impact on the election of
directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
ELECTION OF MR. DAHIR AND MR. KRAUSS AS CLASS II DIRECTORS.
2
<PAGE> 5
The table below sets forth certain information regarding the directors of
the Company. All members of, and nominees to, the Board of Directors have held
the positions with the companies (or their predecessors) set forth under
"Principal Occupation" for at least five years, unless otherwise indicated.
<TABLE>
<CAPTION>
PRINCIPAL DIRECTOR TERM TO
NAME AGE OCCUPATION SINCE EXPIRE
---- --- ---------- -------- -------
<S> <C> <C> <C> <C>
NOMINEES
Michael L. Dahir.... 51 President and Chief Executive Officer of Omaha 1998 2000
State Bank
George H. 58 Consultant to America First Companies L.L.C.(2) 1998 2000
Krauss(1)......... and Consultant to the law firm of Kutak Rock LLP
DIRECTORS CONTINUING IN OFFICE
Stewart Zimmerman... 55 President and Chief Executive Officer of the 1998 2001
Company
George V. Janzen.... 71 Independent Investment Consultant 1998 2001
W. David Scott...... 38 President and Chief Executive Officer of Magnum 1998 2001
Resources, Inc.
Michael B. 66 Chief Executive Officer of America First 1998 2002
Yanney(2)......... Companies L.L.C.(3)
Gregor Medinger..... 56 President of HVB Capital Markets, Inc. 1998 2002
</TABLE>
- ---------------
(1) Mr. Krauss has been a consultant to America First Companies L.L.C. since
1997. Mr. Krauss also serves as a Director on the Boards of Directors of
Gateway Inc. and Bayview Capital Corporation.
(2) Mr. Yanney also serves as a Director on the Boards of Directors of
Burlington Northern Santa Fe Corporation, RCN Corporation, Level 3
Communications, Inc., Forest Oil Corporation, Freedom Communications, Inc.,
Magnum Resources, Inc., Rio Grande Medical Technologies, Inc., and Telecom
Technologies, Inc.
(3) America First Companies L.L.C. is an affiliate of the Company.
Information regarding other executive officers of the Company is found in the
Company's Form 10-K, a copy of which accompanies this Proxy Statement.
The Board of Directors conducts its business through meetings of the Board
and actions taken by written consent in lieu of meetings and by the actions of
its committees. During the year ended December 31, 1999, the Board of Directors
held eight meetings and acted by written consent in lieu of a meeting four
times. All directors attended at least 75% of the meetings of the Board of
Directors and of the committees of the Board of Directors on which they served
during 1999.
The Board of Directors has established and assigned certain
responsibilities to an Audit Committee and a Compensation Committee. In
addition, the Board of Directors has delegated certain functions and authority
to America First Mortgage Advisor Corporation (the "Advisor") pursuant to the
terms of an Advisory Agreement between the Company and the Advisor. The Advisor
at all times is subject to the supervision of the Board of Directors and only
has such functions and authority as the Company delegates to it. The Advisor is
responsible for the day-to-day operations of the Company and performs such
services and activities relating to the assets and operations of the Company as
is agreed upon by the Advisor and the Board of Directors of the Company. The
Advisor also acts as a consultant to the Company with respect to investments and
policy decisions and provides the Company with the executive and administrative
personnel and services required in rendering its services.
AUDIT COMMITTEE. The functions performed by the Audit Committee include
the review and oversight of all transactions among the Company and its
directors, officers, holders of 5% or more of its shares of Common Stock or any
affiliates, periodic review of the Company's financial statements and meetings
with the Company's independent auditors. The Bylaws require that the entire
Audit Committee be comprised of Directors who are not employees of the Company.
The Audit Committee is composed of Directors Janzen and Scott. The Audit
Committee held two meetings during fiscal 1999.
3
<PAGE> 6
COMPENSATION COMMITTEE. The duties of the Compensation Committee include
determining the compensation of the Company's executive officers and the
administration of the Company's Amended and Restated 1997 Stock Option Plan (the
"Stock Option Plan"). The Bylaws require that a majority of the members of the
Compensation Committee be Directors who are not employees of the Company. The
Compensation Committee consisted of Directors Medinger and Dahir. The
Compensation Committee met once during fiscal 1999.
The Company does not have a standing nominating committee. Nominations for
Directors are made by the entire Board of Directors.
COMPENSATION OF DIRECTORS
Directors who are not officers of the Company or of the Advisor or its
affiliates (the "Independent Director") receive annual directors' fee of
$20,000, of which $10,000 is paid in cash and $10,000 is paid in the form of
shares of the Company's Common Stock. The number of shares of Common Stock
issued is based on the fair market value at the date of issuance. Directors are
also eligible to receive grants of stock options and dividend equivalency rights
("DERs") under the Company's Stock Option Plan. A DER entitles its holder to
receive a cash payment equal to the dividends paid on one share of the Company's
Common Stock. Upon their initial election to the Board in 1998, each Independent
Director was awarded 1,250 DERs and an option to acquire 5,000 shares of the
Company's Common Stock. The Independent Directors also receive a fee of $1,000
for each annual or scheduled special meeting of the Board of Directors that they
attend. All members of the Board of Directors are reimbursed for travel and
other expenses incurred by them in connection with attending any meetings.
COMPENSATION OF EXECUTIVE OFFICERS
The only remuneration that the Company may provide to its executive
officers is grants of stock options and DERs under the Company's Stock Option
Plan. The executive officers of the Company are paid a salary and bonus and
receive certain employee benefits from America First Companies L.L.C., the
parent of the Advisor ("America First"). However, the Company does not reimburse
either America First or the Advisor for the salary, bonus or other employee
benefits of these executive officers. Accordingly, the Company does not directly
or indirectly pay its executive officers any salary or bonus or provide them
with any employee benefits, except under its Stock Option Plan.
The following table sets forth information regarding the annual and
long-term compensation paid by the Company and America First to the Company's
Chief Executive Officer and the other executive officer of the Company whose
total salary and bonus paid with respect to acting as an executive officer of
the Company during 1999 exceeded $100,000 (the "Named Executive Officers"). No
information is presented for years prior to 1998 since the Company did not begin
operations until April 9, 1998.
4
<PAGE> 7
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION(2)
ANNUAL COMPENSATION(1) AWARDS
------------------------- -------------------------
(B) (C) (D) (G) (G)
(A) SECURITIES
NAME AND UNDERLYING
PRINCIPAL SALARY BONUS OPTIONS/SARS
POSITION YEAR ($) ($) (#) DERS(3)
--------- ---- ------- ------ ------------- --------
<S> <C> <C> <C> <C> <C>
Stewart Zimmerman, 1999 275,700 90,000 100,000 0
President and Chief 1998 274,617 55,000 100,000 100,000
Executive Officer
Ronald Freydberg, 1999 132,500 75,000 75,000 0
Senior Vice President 1998 132,500 50,000 70,000 70,000
</TABLE>
- ---------------
(1) All salary and bonus are paid by America First Companies L.L.C., the parent
of the Advisor. Other than the salary and bonus amounts shown, no Named
Executive Officer received any other form of annual compensation required to
be reported under the rules of the Securities and Exchange Commission.
(2) All amounts represent options to acquire Common Stock of the Company. As of
March 10, 2000, 100,000 and 71,250 of the options were vested (or would vest
within 60 days) for Messrs. Zimmerman and Freydberg, respectively. The
Company does not maintain any plan that awards restricted stock or stock
appreciation rights ("SARs") to its executive officers.
(3) Of the DERs awarded in 1998, dividend equivalency payments were made to Mr.
Zimmerman and Mr. Freydberg in 1998 only with respect to vested DERs of
25,000 and 17,500, respectively. In 1999, dividend equivalency payments were
made to Mr. Zimmerman and Mr. Freydberg with respect to average vested DERs
of 43,750 and 30,625, respectively. The aggregate amount of dividend
equivalency payments during 1998 and 1999 to the Named Executive Officers
were below the disclosure threshold established under the rules of the
Securities and Exchange Commission.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
Under the Company's Stock Option Plan, the Compensation Committee may grant
either qualified or non-qualified stock options to the directors, officers and
employees of the Company, the Advisor or their subsidiaries. The following table
sets forth certain information with respect to stock options granted to the
Named Executive Officers of the Company during fiscal years 1998 and 1999:
<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF TOTAL
SHARES OPTIONS GRANT
UNDERLYING GRANTED TO DATE
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION PRESENT
NAME YEAR GRANTED FISCAL YEAR PRICE DATE VALUE(1)
---- ---- ---------- ------------ -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Stewart Zimmerman 1999 100,000 33% $4.875 August 2009 $ 66,000
1998 100,000 20% $9.375 April 2008 $188,000
Ronald Freydberg 1999 75,000 25% $4.875 August 2009 $ 49,500
1998 70,000 14% $9.375 April 2008 $131,600
</TABLE>
- ---------------
(1) In accordance with the Securities and Exchange Commission rules, grant date
present value is determined using the Black-Scholes option-pricing model.
The Black-Scholes model is a complicated mathematical formula widely used to
value exchange-traded options. However, stock options granted by the Company
are long-term, non-transferable and subject to vesting restrictions, while
exchange-traded options are short-term and can be exercised or sold
immediately in a liquid market. The Black-Scholes model relies on several
key assumptions to estimate the present value of options, including the
volatility of, and dividend yield on, the security underlying the option,
the risk-free rate of return on the date of grant and the term of the
option. In calculating the grant date present values for fiscal 1998 grants
set forth in the table, because the Company had no trading history prior to
the Merger Date, the Company utilized assumptions consistent with activity
of a comparable peer group of companies. The following weighted average
assumptions were used: expected volatility of 25%; dividend yield of 0% (6%
for DER payments); risk free interest rate of 5.5%; and expected life of
five years. For fiscal 1999 grants, the Company had an adequate trading
history of its own and utilized the following information based on market
information/rates at date of grant: expected volatility of 35%, dividend
yield of 10.25%, risk free interest rate of 5.25%, and expected life of five
years.
5
<PAGE> 8
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
No options were exercised during fiscal 1999 by any Named Executive
Officer. The following table sets forth certain information concerning the
number of unexercised options and the value of unexercised options at the end of
fiscal 1999 held by the Company's Named Executive Officers.
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E)
NUMBER OF VALUE OF
SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS/SARS AT
OPTIONS/SARS AT FISCAL YEAR
SHARES FISCAL YEAR END(#) END($)
ACQUIRED ON EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) VALUE REALIZED ($) UNEXERCISABLE UNEXERCISABLE
---- ----------- ------------------ ------------------ ---------------
<S> <C> <C> <C> <C>
Stewart Zimmerman -0- -0- 75,000/125,000 -0-/-0-
Ronald Freydberg -0- -0- 53,750/91,250 -0-/-0-
</TABLE>
LONG-TERM INCENTIVE PLANS AND OTHER MATTERS
The Company does not maintain a long-term incentive plan or pension plan
(as defined in Item 402 of SEC Regulation S-K) for its officers and has not
repriced any stock options for any of its officers during the last fiscal year.
However, the Company does maintain the Stock Option Plan which was adopted on
December 12, 1997. The Stock Option Plan authorizes the Board of Directors, or a
committee of the Board of Directors, to grant Incentive Stock Options ("ISOs")
as defined under section 422 of the Internal Revenue Code, Non-Qualified Stock
Options ("NQSOs") and Dividend Equivalent Rights ("DERs") to directors, officers
and employees of the Company and the Advisor. Non-employee directors and certain
other persons providing services to the Company are eligible to receive grants
of NQSOs with DERs pursuant to the provisions of the Stock Option Plan. The
exercise price for any options granted to eligible persons under the Stock
Option Plan may not be less than the fair market value of the common stock on
the day of the grant. The options expire if not exercised ten years after the
date granted.
As of January 1, 1999, there were outstanding options to acquire a total of
520,000 shares of the Company's common stock at a purchase price of $9.375 per
share. During 1999, the Company issued additional options to acquire a total of
300,000 shares of its Common Stock at a purchase price of $4.875 per share. No
options expired or terminated during 1999 and none were exercised during the
year. The Stock Option Plan authorizes the granting of options to purchase an
aggregate of up to 1,000,000 shares of the Company's common stock, but not more
than 10% of the total outstanding shares of the Company's common stock. As of
March 10, 2000, options for 71,784 shares of Common Stock remained available for
issuance under the Stock Option Plan.
The Stock Option Plan has been amended twice since its adoption. The first
amendment was adopted in August 1999 and provided that, for purposes of
determining if any individual had received options to acquire more than 100,000
shares of the Company's Common Stock over the life of the Stock Option Plan, any
awards made prior to the 2000 Annual Meeting of Shareholders would not be
counted. The Stock Option Plan was further amended in March 2000 in order to
eliminate the distinction between non-employee directors serving on the
Compensation Committee ("Class I Participants") and all other eligible
participants ("Class II Participants"). The Stock Option Plan originally
provided that Class I Participants were to receive an initial award of 5,000
NQSOs upon initial appointment to the Board of Directors and additional options
at such times, if any, that the Company issues additional stock in a registered
public offering, but these Class I Participants were not eligible to receive any
other options or DERs under the Stock Option Plan. Class II Participants were
eligible to receive awards of options and DERs under the Stock Option Plan at
such time and in such amounts as determined by the Compensation Committee. The
amendment provided that all eligible participants may be awarded options and/or
DERs under the Stock Option Plan as determined by the Compensation Committee,
except that awards to directors serving on the Compensation Committee must be
approved by a majority of the Directors who are not serving on the Compensation
Committee.
6
<PAGE> 9
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The report is not deemed to be "soliciting material" or to be "filed" with
the Securities and Exchange Commission (the "SEC") or subject to the SEC's proxy
rules or to the liabilities of Section 18 of the Securities Exchange Act of 1934
(the "1934 Act"), and the report shall not be deemed to be incorporated by
reference into any prior or subsequent filing by the Company under the
Securities Act of 1933 or the 1934 Act.
EXECUTIVE OFFICER COMPENSATION. The only compensation that the Company may
provide to its executive officers are awards of options to acquire shares of the
Company's Common Stock and DERs under the Company's Stock Option Plan. A stock
option allows its holder to acquire shares of the Company's Common Stock at a
set price during a defined period of time. A DER entitles its holder to receive
a cash payment equal to the dividends paid on one share of the Company's Common
Stock. The Compensation Committee may make awards of stock options and DERs to
its executive officers in order to provide an incentive to maximize their
efforts on behalf of the Company by providing them with a proprietary interest
in the Company. Such awards also encourage executive officers to remain employed
with the Company and assist the Company in its efforts to attract new executive
officers as the need arises. The Compensation Committee has discretionary
authority to award stock options and DERs to the Company's executive officers
and to determine the terms of such awards.
During 1999, each of the executive officers of the Company was awarded
stock options and DERs under the Company's Stock Option Plan. The Compensation
Committee determined which of the executive officers are eligible to receive
grants of stock options based on a number of factors, including their positions
and responsibilities, the nature and value to the Company of such individuals
accomplishments during the year and the potential contribution of such
individuals to the ongoing success of the Company.
COMPENSATION OF CEO. During fiscal 1999, Stewart Zimmerman, the chief
executive officer of the Company, was awarded options to acquire 100,000 shares
of the Company's Common Stock at $4.875 per share. The exercise price of the
options is equal to the price at which the Common Stock traded on August 13,
1999, the date the options were granted. Therefore, the options were designed as
an incentive for Mr. Zimmerman to implement the Company's investment strategy in
a manner designed to increase the value of the Company's Common Stock. These
stock options represent the entire remuneration received by Mr. Zimmerman from
the Company. He received no cash compensation from the Company for serving as
chief executive officer during fiscal 1999. Accordingly, the Compensation
Committee believes that the compensation provided by the Company is very
reasonable to the Company compared with compensation packages provided to chief
executive officers of similar companies in the same industry.
COMPLIANCE WITH SECTION 162(M) OF THE INTERNAL REVENUE CODE. The current
tax law imposes an annual, individual limit of $1 million on the deductibility
of the Company's compensation payments to its executive officers. Specified
compensation is excluded for this purpose, including performance-based
compensation, provided that certain conditions are satisfied. The Committee has
determined to preserve, to the maximum extent practicable, the deductibility of
all compensation payments to the Company's executive officers.
Gregor Medinger
Michael L. Dahir
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
There are no compensation committee interlocks and no insider participation
in compensation decisions that are required to be reported under the rules and
regulations of the Securities Exchange Act of 1934.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except as described herein, the Registrant is not a party to any
transaction or proposed transaction with any person who is (i) a director or
executive officer of the Registrant, (ii) a nominee for election as a director,
7
<PAGE> 10
(iii) an owner of more than 5% of the Common Stock or (iv) a member of the
immediate family of any of the foregoing persons.
Michael Yanney, the Chairman and a director of the Company, George Krauss,
a director of the Company, and Gary Thompson, an executive officer of the
Company, are equity owners of America First Companies L.L.C. ("America First").
Subsidiaries of America First engaged in the following transactions with the
Company during 1999:
The Advisor manages the operations and investments of the Company and
performs administrative services for the Company. In turn, the Advisor receives
a management fee payable monthly in arrears in an amount equal to 1.10% per
annum of the first $300 million of stockholders' equity of the Company, plus
0.80% per annum of the portion of stockholders' equity of the Company above $300
million. The Company also pays the Advisor, as incentive compensation for each
fiscal quarter, an amount equal to 20% of the dollar amount by which the
annualized return on equity for such fiscal quarter exceeds the amount necessary
to provide an annualized return on equity equal to the ten-year U.S. Treasury
Rate plus 1%. During 1999, the Advisor earned a base management fee of $761,646.
The Advisor earned incentive compensation of approximately $741,233 in 1999.
Approximately, $433,000 of the incentive fee earned in 1999 was attributable to
the sale of undivided interests in the net assets of four assisted living
centers held by a corporation in which the Company holds a 95% economic
interest.
America First Properties Management Company L.L.C. (the "Manager") provides
property management services for certain of the multifamily properties in which
the Company has an interest. The Manager receives a management fee equal to a
stated percentage of the gross revenues generated by the properties under
management, ranging from 3.5% to 4% of gross revenues. Such fees paid by the
Company in 1999 amounted to $325,213.
8
<PAGE> 11
COMPANY PERFORMANCE
The graph is not deemed to be "soliciting material" or to be "filed" with
the SEC or subject to the SEC's proxy rules or to the liabilities of Section 18
of the Securities Exchange Act of 1934 (the "1934 Act"), and the graph shall not
be deemed to be incorporated by reference into any prior or subsequent filing by
the Company under the Securities Act of 1933 or the 1934 Act.
The following graph and table set forth certain information comparing the
cumulative total return from a $100 investment in the Company and in the stocks
making up two comparative stock indices on April 13, 1998, the date the
Company's Common Stock commenced trading, through the end of the Company's
fiscal 1999. The following graph reflects stock price appreciation and the value
of dividends reinvested on a monthly basis for the Company's Common Stock and
for each of the comparative indices. The information herein has been obtained
from sources believed to be reliable, but neither its accuracy nor its
completeness is guaranteed.
LOGO
<TABLE>
<CAPTION>
13Apr98 Jun98 Sep98 Dec98 Mar99 Jun99 Sep99 Dec99
<S> <C> <C> <C> <C> <C> <C> <C> <C>
America First Mortgage 100.00 86.65 67.94 56.43 59.71 65.44 67.32 64.93
Investments, Inc.
Standard & Poor's 100.00 102.56 92.36 112.03 117.61 125.90 118.04 135.60
Composite 500 index
Mortgage REIT peer 100.00 79.39 63.53 60.29 72.88 79.79 70.51 68.67
Group 1
</TABLE>
- ---------------
(1) The Mortgage REIT Peer Group consists of Redwood Trust, Inc., Thornburg
Mortgage Asset Corporation, American Residential Investment Trust, Inc. and
Annaly Mortgage Management, Inc.
RATIFICATION OF APPOINTMENT OF AUDITOR
PricewaterhouseCoopers LLP has been appointed by the Board of Directors as
auditors for the Company and its subsidiaries for fiscal 2000. This appointment
is being presented to the stockholders for ratification. The ratification of the
appointment of auditor requires the affirmative vote of the holders of a
majority of the shares present in person or represented by proxy at the meeting
and entitled to vote. Abstentions will have the same effect as a vote against
ratification. Broker nonvotes will not be considered shares entitled to vote
with respect to ratification of the appointment and will not be counted as votes
for or against the ratification.
9
<PAGE> 12
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
AUDITORS FOR FISCAL 2000.
Representatives of PricewaterhouseCoopers LLP are expected to be present at
the Annual Meeting and will be provided an opportunity to make a statement and
to respond to appropriate inquiries from stockholders.
SUBMISSION OF STOCKHOLDER PROPOSALS
Pursuant to the Company's Bylaws, stockholder proposals submitted for
presentation at the Annual Meeting, including nominations for directors, must
have been received by the Secretary of the Company at its home office no earlier
than 90 days prior to the Annual Meeting or later than 60 days prior to the
Annual Meeting. Accordingly, any stockholder proposals must have been submitted
between February 5 and March 6, 2000. Therefore, no stockholder proposal may be
submitted at this time for consideration at the annual meeting.
In order to be included in the Company's proxy statement relating to its
2001 annual meeting, stockholder proposals must be submitted by December 1, 2000
to the Secretary of the Company at its home office. The inclusion of any such
proposal in such proxy material shall be subject to the requirements of the
proxy rules adopted under the Securities Exchange Act of 1934, as amended.
OTHER MATTERS
Management does not now intend to bring before the Annual Meeting any
matters other than those disclosed in the Notice of Annual Meeting of
Stockholders, and it does not know of any business which persons, other than the
management, intend to present at the meeting. The enclosed proxy for the Annual
Meeting confers discretionary authority on the Board of Directors to vote on any
matter proposed by stockholders for consideration at the Annual Meeting.
The Company will bear the cost of soliciting proxies. To the extent
necessary, proxies may be solicited by directors, officers and employees of the
Company in person, by telephone or through other forms of communication, but
such persons will not receive any additional compensation for such solicitation.
The Company will reimburse brokerage firms, banks and other custodians, nominees
and fiduciaries for reasonable expenses incurred by them in sending proxy
materials to the beneficial owners of the Company's shares. In addition to
solicitation by mail, the Company will supply banks, brokers, dealers and other
custodian nominees and fiduciaries with proxy materials to enable them to send a
copy of such materials by mail to each beneficial owner of shares of the
Company's Common Stock which they hold of record and will, upon request,
reimburse them for their reasonable expenses in so doing.
The Company's Annual Report on Form 10-K, as filed by the Company with the
Securities and Exchange Commission, is being mailed, together with this Proxy
Statement, to all stockholders entitled to vote at the Annual Meeting. However,
such Annual Report on Form 10-K is not to be considered part of this proxy
solicitation material.
By Order of the Board of Directors
/s/ William S. Gorin
William S. Gorin, Secretary
New York, New York
March 30, 2000
10
<PAGE> 13
REVOCABLE PROXY
AMERICA FIRST MORTGAGE INVESTMENTS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF AMERICA
FIRST MORTGAGE INVESTMENTS, INC. FOR USE ONLY AT THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON THURSDAY, MAY 25, 2000 AND AT ANY ADJOURNMENT
THEREOF.
The undersigned hereby authorizes the Board of Directors of America First
Mortgage Investments, Inc. (the "Company"), or any successors in their
respective positions, as proxy, with full powers of substitution, to represent
the undersigned at the Annual Meeting of Stockholders of the Company to be held
at the Joslyn Art Museum, 2200 Dodge Street, Omaha, Nebraska on Thursday, May
25, 2000, at 10:00 a.m., Central Daylight Time, and at any adjournment of said
meeting, and thereat to act with respect to all votes that the undersigned would
be entitled to cast, if then personally present, in accordance with the
instructions on the reverse hereof.
THIS PROXY IS REVOCABLE AND THE UNDERSIGNED MAY REVOKE IT AT ANY TIME
PRIOR TO THE ANNUAL MEETING BY GIVING WRITTEN NOTICE OF SUCH REVOCATION TO THE
SECRETARY OF THE COMPANY. SHOULD THE UNDERSIGNED BE PRESENT AND WANT TO VOTE IN
PERSON AT THE ANNUAL MEETING, OR AT ANY ADJOURNMENT THEREOF, THE UNDERSIGNED MAY
REVOKE THIS PROXY BY GIVING WRITTEN NOTICE OF SUCH REVOCATION TO THE SECRETARY
OF THE COMPANY ON A FORM PROVIDED AT THE MEETING. THE UNDERSIGNED HEREBY
ACKNOWLEDGES RECEIPT OF A NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF THE
COMPANY CALLED FOR MAY 25, 2000 AND THE PROXY STATEMENT FOR THE ANNUAL MEETING
PRIOR TO THE SIGNING OF THIS PROXY.
(continued and to be signed on the reverse hereof)
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| FOLD AND DETACH HERE |
<PAGE> 14
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF THE BOARD OF DIRECTORS NOMINEES FOR DIRECTORS AND FOR
THE RATIFICATION OF THE APPOINTMENT OF AUDITORS.
Please mark [X]
your votes as
indicated in
this example
1. ELECTION OF DIRECTORS NOMINEES: George H. Krauss, Michael L. Dahir
FOR all nominees WITHHOLD (INSTRUCTIONS: To withhold authority to vote
listed to the AUTHORITY for any individual nominee, mark "FOR" but
right (except to vote for cross out such nomine's name.)
as marked to all nominees
the contrary) listed to the
right
[ ] [ ]
2. AUDITORS. Ratification of the appointment of PricewaterhouseCoopers LLP
as independent auditors for fiscal 2000.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. To vote, in its discretion, upon any other business that may properly
come before the Annual Meeting or any adjournment thereof. Management
is not aware of any other matters which should come before the
Annual Meeting.
------ Dated:_____________________, 2000
|
| _________________________________
(Signature)
_________________________________
(Signature if held jointly)
Please sign exactly as name appears
on this proxy. When shares are held
by joint tenants, both should sign.
When signing as attorney, executor,
administrator, trustee or guardian,
please give your fill title. If a
corporation, please sign in full
PLEASE MARK, SIGN, DATE AND RETURN corporate name by authorized officer.
THE PROXY CARD PROMPTLY USING THE If a partnership, please sign in
ENCLOSED ENVELOPE. partnership name by authorized person.
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| FOLD AND DETACH HERE |
