AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 9, 1999
REGISTRATION NO. 333-82409
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERICAN HOME MORTGAGE HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 6162 13-4066303
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Classification Code Number) Identification Number)
Organization)
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12 EAST 49TH STREET, NEW YORK, NY 10017
(212) 755-8600
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
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MICHAEL STRAUSS
PRESIDENT
AMERICAN HOME MORTGAGE
12 East 49TH STREET
NEW YORK, NY 10017
(212) 755-8600
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
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COPIES TO:
LOUIS J. BEVILACQUA, ESQ. HOWARD B. ADLER, ESQ.
CADWALADER, WICKERSHAM & TAFT GIBSON, DUNN & CRUTCHER LLP
100 MAIDEN LANE 1050 CONNECTICUT AVENUE, N.W.
NEW YORK, NY 10038 WASHINGTON, D.C. 20036
(212) 504-6000 (202) 955-8500
<PAGE>
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Approximate Date of Commencement of Proposed Sale to the Public: As soon
as practicable after the effective date of this registration statement.
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement number for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, check the following box. / /
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(A) EXHIBITS:
The following exhibits are filed as part of this Registration Statement:
Exhibit No. Description
1.1* Form of Underwriting Agreement.
3.1* Form of Amended and Restated Certificate of Incorporation of
the Registrant.
3.2* Form of Amended and Restated Bylaws of the Registrant.
4.1 Reference is hereby made to Exhibits 3.1 and 3.2.
4.2* Specimen Certificate for the Registrant's Common Stock.
5.1* Opinion of Cadwalader, Wickersham & Taft, special counsel to
the Registrant.
10.1* Employment Agreement, dated as of , 1999, between
American Home Mortgage Corp. and Michael Strauss.
10.2** Employment Agreement, dated as of January 6, 1989, between
American Home Mortgage Corp. and Leonard Schoen, Jr.
10.3** Employment Agreement, dated as of April 14, 1999, between
American Home Mortgage Corp. and Nicholas P. Rizzetta.
10.4** Employment Agreement, dated as of April 3, 1997, between
American Home Mortgage Corp. and Robert Burke.
10.5** Employment Agreement, dated as of March 9, 1998, between
American Home Mortgage Corp. and James P. O'Reilly.
10.6** Employment Agreement, dated as of December 10, 1998, between
American Home Mortgage Corp. and Ron Taylor.
10.7* 1999 Omnibus Stock Option Plan
10.8** Sublease, dated as of February 15, 1996, between Credit Suisse
First Boston Corporation and Michael Strauss, Inc., d/b/a
American Home Mortgage.
10.9** Sublease, dated as of December 17, 1997, between Suntory
International Corp. and Michael Strauss, Inc., d/b/a American
Home Mortgage.
10.10** Mortgage Warehousing Loan and Security Agreement, dated as of
December 8, 1998, between First Union National Bank and Michael
Strauss, Inc., d/b/a American Home Mortgage.
10.11** Software Licensing Agreement, dated as of July 7, 1999, between
American Home Mortgage Corp. and James P. O'Reilly.
10.12* Warrant Agreement, dated as of July , 1999, between American
Home Mortgage Holdings, Inc. and Friedman, Billings, Ramsey &
Co., Inc.
10.13* Lock-Up Agreement, dated as of July , 1999, between American
Home Mortgage Holdings, Inc. and Friedman, Billings, Ramsey &
Co., Inc.
10.14* Lock-Up Agreement, dated as of July , 1999, between Michael
Strauss and Friedman, Billings, Ramsey & Co., Inc.
10.15** Loan Purchase Agreement, dated as of July 8, 1996, between
Michael Strauss, Inc., d/b/a American Home Mortgage, and
Norwest Funding, Inc.
10.16** Origination and Sales Agreement, dated as of July 8, 1994,
between American Home Mortgage Corp. and Chase Manhattan
Mortgage Corporation.
10.17* Loan Sales Agreement between American Home Mortgage Corp. and
Columbia Federal Savings Bank.
10.18** Master Agreement for the Sale and Purchase of Mortgages, dated
as of April 19, 1994, between Astoria Federal Savings and Loan
Association and Michael Strauss, Inc., d/b/a American Home
Mortgage.
10.19** Mortgage Loan Purchase and Sale Operating Agreement, dated as
of February 1996, between Independence Savings Bank and
American Home Mortgage, Inc.
II-1
<PAGE>
10.20** Correspondent Origination and Sale Agreement, dated as of April
25, 1997, between Dime Mortgage Inc., and Michael Strauss, Inc.
d/b/a American Home Mortgage.
21.1** Subsidiaries of American Home Mortgage Holdings, Inc.
23.1++ Consent of Deloitte & Touche LLP
23.2* Consent of Cadwalader, Wickersham & Taft (included in Exhibit
5.1).
24.1** Power of Attorney (included on signature page to the
Registration Statement).
27.1** Financial Data Schedule.
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* To be filed by amendment.
** Previously filed.
++ Filed herewith.
(B) FINANCIAL STATEMENT SCHEDULES:
All schedules have been omitted because the information required to be
set forth in those schedules is not applicable or is shown in the combined
financial statements or notes thereto.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Amendment No. 1 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on July 9, 1999.
AMERICAN HOME MORTGAGE HOLDINGS, INC.
By: /s/ MICHAEL STRAUSS
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Name: Michael Strauss
Title: President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities indicated below on July 9, 1999:
SIGNATURE TITLE
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/s/ MICHAEL STRAUSS Chairman of the Board, President and Chief
------------------------ Executive Officer
Michael Strauss
* Chief Financial Officer
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Nicholas P. Rizzetta
*BY: /s/ MICHAEL STRAUSS
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Michael Strauss
Attorney-in-Fact
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<PAGE>
EXHIBIT INDEX
Exhibit No. Description
1.1* Form of Underwriting Agreement.
3.1* Form of Amended and Restated Certificate of Incorporation of
the Registrant.
3.2* Form of Amended and Restated Bylaws of the Registrant.
4.1 Reference is hereby made to Exhibits 3.1 and 3.2.
4.2* Specimen Certificate for the Registrant's Common Stock.
5.1* Opinion of Cadwalader, Wickersham & Taft, special counsel to
the Registrant.
10.1* Employment Agreement, dated as of ,1999, between
American Home Mortgage Corp. and Michael Strauss.
10.2** Employment Agreement, dated as of January 6, 1989, between
American Home Mortgage Corp. and Leonard Schoen, Jr.
10.3** Employment Agreement, dated as of April 14, 1999, between
American Home Mortgage Corp. and Nicholas P. Rizzetta.
10.4** Employment Agreement, dated as of April 3, 1997, between
American Home Mortgage Corp. and Robert Burke.
10.5** Employment Agreement, dated as of March 9, 1998, between
American Home Mortgage Corp. and James P. O'Reilly.
10.6** Employment Agreement, dated as of December 10, 1998, between
American Home Mortgage Corp. and Ron Taylor.
10.7* 1999 Omnibus Stock Option Plan
10.8** Sublease, dated as of February 15, 1996, between Credit Suisse
First Boston Corporation and Michael Strauss, Inc., d/b/a
American Home Mortgage.
10.9** Sublease, dated as of December 17, 1997, between Suntory
International Corp. and Michael Strauss, Inc., d/b/a American
Home Mortgage.
10.10** Mortgage Warehousing Loan and Security Agreement, dated as of
December 8, 1998, between First Union National Bank and Michael
Strauss, Inc., d/b/a American Home Mortgage.
10.11** Software Licensing Agreement, dated as of July 7, 1999, between
American Home Mortgage Corp. and James P. O'Reilly.
10.12* Warrant Agreement, dated as of July , 1999, between American
Home Mortgage Holdings, Inc. and Friedman, Billings, Ramsey &
Co., Inc.
10.13* Lock-Up Agreement, dated as of July , 1999, between American
Home Mortgage Holdings, Inc. and Friedman, Billings, Ramsey &
Co., Inc.
10.14* Lock-Up Agreement, dated as of July , 1999, between Michael
Strauss and Friedman, Billings, Ramsey & Co., Inc.
10.15** Loan Purchase Agreement, dated as of July 8, 1996, between
Michael Strauss, Inc., d/b/a American Home Mortgage, and
Norwest Funding, Inc.
10.16** Origination and Sales Agreement, dated as of July 8, 1994,
between American Home Mortgage Corp. and Chase Manhattan
Mortgage Corporation.
10.17* Loan Sales Agreement between American Home Mortgage Corp. and
Columbia Federal Savings Bank.
10.18** Master Agreement for the Sale and Purchase of Mortgages, dated
as of April 19, 1994, between Astoria Federal Savings and Loan
Association and Michael Strauss, Inc., d/b/a American Home
Mortgage.
10.19** Mortgage Loan Purchase and Sale Operating Agreement, dated as
of February 1996, between Independence Savings Bank and
American Home Mortgage, Inc.
10.20** Correspondent Origination and Sales Agreement, dated as of
April 25, 1997, between Dime Mortgage Inc., and Michael
Strauss, Inc. d/b/a American Home Mortgage.
21.1** Subsidiaries of American Home Mortgage Holdings, Inc.
23.1++ Consent of Deloitte & Touche LLP
23.2* Consent of Cadwalader, Wickersham & Taft (included in Exhibit
5.1).
24.1** Power of Attorney (included on signature page to the
Registration Statement).
27.1** Financial Data Schedule.
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* To be filed by amendment.
** Previously filed.
++ Filed herewith.
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The following consent is in the form that will be furnished by Deloitte & Touche
LLP upon the consummation of the pending public offering of common stock
described in Note 14 to the financial statements assuming that from March 25,
1999 to the effective date of such event no other material events have occurred
that would affect the accompanying financial statements or require disclosure
therein.
"We consent to the use in this Registration Statement of American Home
Mortgage Holdings, Inc. on Form S-1 of our report dated March 25, 1999
( , 1999 as to Note 14), appearing in the Prospectus, which
is part of this Registration Statement.
We also consent to the reference to us under the headings "Selected
Financial Data" and "Experts" in such Prospectus.
DELOITTE & TOUCHE LLP
Parsippany, New Jersey
, 1999"
/s/ Deloitte & Touche LLP
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Parsippany, New Jersey
July 7, 1999
