SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
AMERICAN HOME MORTGAGE HOLDINGS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the 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)(1) and O-11.
(1) Title of each class of securities to which transaction applies:
Common Stock, par value $.01 per share
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_} Fee paid previously with preliminary materials:
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement no.:
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(3) Filing party:
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(4) Date filed:
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<PAGE>
AMERICAN HOME MORTGAGE HOLDINGS, INC.
520 BROAD HOLLOW RD.
MELVILLE, NEW YORK 11747
May 1, 2000
DEAR FELLOW STOCKHOLDER:
You are cordially invited to attend the 2000 Annual Meeting of
Stockholders of American Home Mortgage Holdings, Inc. ("AHMH"), which will be
held on Tuesday, May 30, 2000, commencing at 10:00 a.m. local time, at 520 Broad
Hollow Rd., Melville, New York 11747.
At the Annual Meeting, you will be asked to consider and vote upon the
election of two Class I directors to serve for a three-year term, to consider
and ratify Deloitte & Touche LLP as AHMH's auditors and to consider and act upon
such other business as may properly come before the Annual Meeting or any
adjournment thereof.
We hope you will find it convenient to attend in person. Whether or
not you expect to attend, please promptly date, sign and mail the enclosed proxy
in the return envelope provided to ensure your representation at the Annual
Meeting and the presence of a quorum.
A copy of our Annual Report to Stockholders is being provided to each
of our stockholders with this Proxy Statement. Additional copies may be obtained
by writing to American Home Mortgage Holdings, Inc., 520 Broad Hollow Rd.,
Melville, New York 11747, Attention: Secretary.
On behalf of the Board of Directors and the associates of the Company,
I would like to express our appreciation for your continued support.
Sincerely,
/s/ Michael Strauss
Michael Strauss
President and Chief Executive Officer
<PAGE>
AMERICAN HOME MORTGAGE HOLDINGS, INC.
520 BROAD HOLLOW RD.
MELVILLE, NEW YORK 11747
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 30, 2000
TO THE STOCKHOLDERS OF AMERICAN HOME MORTGAGE HOLDINGS, INC.:
Notice is hereby given that the Annual Meeting of Stockholders of
American Home Mortgage Holdings, Inc., a Delaware corporation ("AHMH"), will be
held on Tuesday, May 30, 2000, commencing at 10:00 a.m. local time, at 520 Broad
Hollow Rd., Melville, New York 11747 for the following purposes:
1. To elect two Class I directors to serve for a three-year term
expiring at the 2003 Annual Meeting of Stockholders;
2. To consider and ratify Deloitte & Touche LLP as AHMH's auditors
for the fiscal year ending December 31, 2000; and
3. To consider and act upon such other business as may properly come
before the Annual Meeting.
The Board of Directors has fixed the close of business on April 14,
2000 as the record date for the determination of stockholders entitled to notice
of and to vote on any matters which may properly come before the Annual Meeting.
All stockholders are cordially invited to attend the Annual Meeting in
person. Even if you plan to attend the Annual Meeting, you are requested to
mark, sign, date and return the accompanying proxy as soon as possible.
By order of the Board of Directors,
/s/ Michael Strauss
Michael Strauss
President and Chief Executive Officer
Dated: May 1, 2000
Melville, New York
<PAGE>
AMERICAN HOME MORTGAGE HOLDINGS, INC.
520 BROAD HOLLOW RD.
MELVILLE, NEW YORK 11747
PROXY STATEMENT
This Proxy Statement is furnished by the Board of Directors of
American Home Mortgage Holdings, a Delaware corporation ("AHMH" or the
"Company"), in connection with AHMH's solicitation of proxies for use at the
2000 Annual Meeting of Stockholders of AHMH (the "Annual Meeting"), which will
be held on Tuesday, May 30, 2000, commencing at 10:00 a.m. local time, at 520
Broad Hollow Rd., Melville, New York 11747, and at any adjournments thereof, for
the purposes set forth in the accompanying Notice of Annual Meeting of
Stockholders. All stockholders are entitled and encouraged to attend the Annual
Meeting in person. This Proxy Statement and the accompanying Proxy Card are
being mailed to stockholders of AHMH on or about May 1, 2000.
All properly executed proxies delivered pursuant to this solicitation
and not revoked will be voted in accordance with the directions given, and, in
connection with any other business that may properly come before the Annual
Meeting, in the discretion of the persons named in the proxy. In voting by proxy
with regard to the election of directors, stockholders may vote in favor of the
nominee or withhold their votes as to the nominee. If no direction is given on a
proxy, it will be voted for the election of the nominee for director.
In voting by proxy with regard to ratification of Deloitte & Touche
LLP as AHMH's auditors, stockholders may vote in favor of ratification or
against. If no direction is given on a proxy, it will be voted for the
ratification of Deloitte & Touche LLP.
A stockholder who has given a proxy may revoke it at any time before
it is exercised by giving notice of revocation to the Secretary of AHMH, by
submitting a proxy bearing a later date or by attending the Annual Meeting and
voting in person. Attendance at the Annual Meeting will not, in itself,
constitute revocation of a proxy.
RECORD DATE AND VOTING SECURITIES
The Board of Directors has fixed the close of business on April 14,
2000 as the record date for determination of stockholders entitled to notice of,
and to vote at, the Annual Meeting. Holders of record of the common stock, par
value $.01 per share (the "Common Stock"), of AHMH as of April 14, 2000, will be
entitled to one vote for each share held. On April 14, 2000, there were
8,286,747 shares of Common Stock outstanding and entitled to vote.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding ownership
of Common Stock as of April 14, 2000, by (i) each person known to the Company to
be the beneficial owner of more than 5% of the issued and outstanding Common
Stock as of April 14, 2000, (ii) each of the members of the Company's Board of
Directors, (iii) each of the Company's executive officers named in the "Summary
Compensation Table" under "Executive Compensation" below, and (iv) all directors
and executive officers of the Company as a group. All shares were owned directly
with sole voting and investment power unless otherwise indicated.
PERCENT OF COMMON
SHARES OF COMMON STOCK STOCK BENEFICIALLY
NAME (1) BENEFICIALLY OWNED OWNED (2)
- -------- ---------------------- ------------------
Michael Strauss 5,089,606 61.4
John A. Johnston (3) 318,468 3.8
Leonard Schoen, Jr. --- *
Joseph P. Bryant 16,667 *
C. Cathleen Raffaeli 16,667 *
Kenneth Slosser --- *
Nicholas P. Rizzetta (4) --- *
Robert E. Burke --- *
James P. O'Reilly --- *
All directors and executive
officers as a group (11
persons) 5,441,408 65.7
- ----------
* Represents less than 1%.
(1) Each person listed in the table is a director or named executive officer of
the Company, with an address at c/o American Home Mortgage Holdings, Inc.,
520 Broad Hollow Rd., Melville, New York 11747.
(2) Ownership percentages are based on 8,286,747 shares of Common Stock
outstanding as of April 14, 2000.
(3) Mr. Johnston acquired his shares of Common Stock in connection with the
Agreement and Plan of Merger, dated December 29, 1999, between the Company
and Marina Mortgage Company, Inc.
(4) Mr. Rizzetta served as Chief Financial Officer of the Company from May 1999
until March 2000. He is no longer employed with the Company.
<PAGE>
ELECTION OF DIRECTORS
(PROPOSAL NUMBER 1 ON THE ENCLOSED PROXY CARD)
The Amended and Restated Bylaws of AHMH provide that the AHMH Board of
Directors will consist of not less than three members nor more than twelve, the
exact number to be determined by resolution adopted by the affirmative vote of a
majority of all directors of AHMH. There are currently six members on the Board
of Directors, which is divided into three classes; directors in each class are
elected for a three-year term in staggered years.
C. Cathleen Raffaeli, whose term expires this year, is a Class I
director and has been nominated for re-election to the Board of Directors to
hold office for a full three-year term expiring at the 2003 Annual Meeting of
Stockholders or until a successor has been duly elected and qualified. The
nominee is presently a director of AHMH and has consented to be named as a
nominee and to serve as a director if elected. Should the nominee be unable or
unwilling to serve as a director, the enclosed proxy will be voted for such
other person or persons as the Board of Directors may recommend. Management does
not anticipate that such an event will occur.
Kenneth Slosser, who was elected to the Board of Directors on March
10, 2000 to fill a vacancy created by the resignation of a Class I director, and
whose term expires this year, has been nominated for re-election to the Board of
Directors to hold office for a full three-year term expiring at the 2003 Annual
Meeting of Stockholders or until a successor has been duly elected and
qualified. The nominee is presently a director of AHMH and has consented to be
named as a nominee and to serve as a director if elected. Should the nominee be
unable or unwilling to serve as a director, the enclosed proxy will be voted for
such other person or persons as the Board of Directors may recommend. Management
does not anticipate that such an event will occur.
<PAGE>
INFORMATION ABOUT THE NOMINEES, THE CONTINUING DIRECTORS, EXECUTIVE OFFICERS AND
KEY EMPLOYEES
The table below sets forth the names and ages of the directors,
including the nominees, the executive officers and the key employees of the
Company, as well as the positions and offices held by such persons. A summary of
the background and experience of each of these individuals is set forth after
the table.
<TABLE>
<CAPTION>
NAME AGE POSITION WITH AHMH
- --------------------------------------------- --- ------------------------------------------------------------
<S> <C> <C>
NOMINEE DIRECTORS WHOSE TERMS EXPIRE IN 2000:
C. Cathleen Raffaeli 43 Director
Kenneth Slosser 36 Director
CONTINUING DIRECTORS WHOSE TERMS EXPIRE IN
2001:
John A. Johnston 46 Director
Leonard Schoen, Jr. 35 Director and Senior Vice President, Operations
CONTINUING DIRECTORS WHOSE TERMS EXPIRE IN
2002:
Michael Strauss 41 Chairman of the Board, President and Chief Executive Officer
Joseph P. Bryant 52 Director
EXECUTIVE OFFICERS AND OTHER KEY EMPLOYEES
WHO ARE NOT DIRECTORS:
Robert E. Burke 34 Chief Financial Officer
Mitchell Eininger 43 Senior Vice President, Business Development
James P. O'Reilly 46 Senior Vice President, Secondary Marketing
Leslie E. Tao 36 Senior Vice President, Production and Sales
Richard D. Silver 55 Senior Vice President, Controller
Lawrence S. Jones 37 Vice President, Quality Control and Compliance
Andrew P. Valentine 38 Vice President and Corporate Counsel
</TABLE>
MICHAEL STRAUSS. Mr. Strauss founded the Company in 1988 and currently
serves as the Chairman of our Board of Directors and our President and Chief
Executive Officer. He is responsible for our strategic direction as well as
overseeing our day-to-day operations. Mr. Strauss is First Vice President and
Director of the Empire State Mortgage Bankers Association and a member of a
number of mortgage advisory councils. He has a B.S. in business administration
from Washington University in St. Louis, Missouri.
ROBERT E. BURKE. Mr. Burke served as Chief Financial Officer of the
Company from April 1997 to April 1999 and has resumed that position as of March
2000. Mr. Burke served on our Board of Directors from October 1999 until March
2000 and served as Senior Vice President, Treasurer from May 1999 until March
2000. He was a partner with Burke & Company, an independent accounting firm,
from 1995 to 1997, and a Senior Manager at Goldstein Golub Kessler & Company,
P.C., another independent accounting firm, from 1990 to 1995. Mr. Burke is a
Certified Public Accountant and has a B.S. in accounting from Duquesne
University in Pittsburgh, Pennsylvania.
MITCHELL EININGER. Mr. Eininger joined us in November 1996 as Senior
Vice President, Business Development. From March 1993 to November 1996, he was
an Assistant Vice President of Norwest Mortgage, where he was responsible for
opening mortgage banking facilities in the New York City area. From 1990 to
1993, Mr. Eininger was the branch manager of the Bardonia, New York, office of
Sears Mortgage Company, responsible for origination, staffing, employee and
customer relation matters. Mr. Eininger has a degree in electronics from E.F.
Johnson Technical School in Wascca, Minnesota, and has an Associates of Science
degree in electrical technology from Rockland Community College in Suffern, New
York.
JAMES P. O'REILLY. Mr. O'Reilly joined us in March 1998 as Senior Vice
President, Secondary Marketing. He was Senior Vice President at Gateway Funding,
a Pennsylvania mortgage banker, from 1996 to March 1998, President of Secondary
Marketing Services, a consulting firm specializing in interest rate risk
management, from 1995 to 1996 and Senior Vice President at First Keystone
Mortgage, a Pennsylvania mortgage banker, from 1993 to 1995. Mr. O'Reilly also
was a Senior Bank Examiner for the Federal Home Loan Bank Board, where he was
responsible for the supervisory examinations of thrift institutions. He is a
Certified Public Accountant and has a B.S. in accounting from Saint Francis
College in Loretto, Pennsylvania.
LEONARD SCHOEN, JR. Mr. Schoen has been with us since 1988. He has
served on our Board of Directors since October 1999 and has been the Senior Vice
President, Operations since 1995, overseeing all processing and underwriting
functions. Before that, he held various operations and management positions with
the Company. Mr. Schoen has a B.S. in business administration from Hofstra
University.
LESLIE E. TAO. Ms. Tao has been Senior Vice President, Production and
Sales, since 1996. She was a Vice President at Sterling Mortgage Corporation, a
mortgage broker in the New York tri-state area, from 1987 to 1996, responsible
for managing operations and sales. Ms. Tao has an M.B.A. in finance from Hofstra
University in Hempstead, New York, and a B.A. from the State University of New
York at Stony Brook, New York.
LAWRENCE S. JONES. Mr. Jones has been our Vice President, Quality
Control and Compliance, since January 1996. Before that, he was Assistant Vice
President of Roosevelt Savings Bank, where he was responsible for the
Residential Loan Production Division from 1986 to 1996. Mr. Jones holds a B.S.
from Cortland University in Cortland, New York.
ANDREW P. VALENTINE. Mr. Valentine joined us in November 1995 as Vice
President and Corporate Counsel. He was the managing attorney at the law firm of
Howard W. Newman from 1994 to 1995, where he directed real estate closings and
provided state and federal regulatory counseling to mortgage bankers and
brokers. From 1987 to 1994, he was the managing attorney at Keenan, Powers &
Andrews, P.C., a real estate firm. Mr. Valentine holds a J.D. from Brooklyn Law
School and a B.S. from the State University of New York at Brockport, New York.
JOSEPH P. BRYANT. Mr. Bryant has served on our Board of Directors
since October 1999. Mr. Bryant has been the Managing Director of eOriginal,
Inc., an electronic document services company, since March 2000. He has also
been the chairman and chief executive officer of The Bison Financial Group,
Inc., a company involved in buying, selling and financing distressed commercial
real estate, since June 1999. Prior to that, he was chief executive officer and
president of Roslyn National Mortgage Corp., a New York-based multi-state
mortgage company, from March 1998 to June 1999. From September 1997 to March
1998, he was senior vice president of Home Federal Savings Bank. From November
1993 to September 1997, Mr. Bryant served as executive vice president and chief
mortgage officer of Long Island Savings Bank.
C. CATHLEEN RAFFAELI. Ms. Raffaeli has served on our Board of
Directors since October 1999. Since December 1998, Ms. Raffaeli has been the
president and chief operating officer of Consumer Financial Network, an
e-commerce company, majority owned by IXL Enterprises, a Nasdaq National
Market-listed Internet services company. Prior to joining Consumer Financial
Network, Ms. Raffaeli was the executive director of the commercial credit card
division of Citicorp from 1994. From 1992 to 1994, Ms. Raffaeli served as senior
vice president of Chemical Bank, where she was responsible for its New York
retail mortgage and national telemarketing business.
KENNETH P. SLOSSER. Mr. Slosser was appointed to the Board of
Directors on March 10, 2000 to fill the vacancy created by Robert E. Burke's
resignation from the Board of Directors. Since December 1996, Mr. Slosser has
been the Managing Director of the Investment Banking and Corporate Finance
Department of the investment bank Friedman, Billings, Ramsey & Co., Inc. From
June 1986 through November 1996, he served as Assistant Director of Oversight
and Examination for the Office of Thrift Supervision, a savings institution in
the western United States. Mr. Slosser is currently a director of East West
Bancorp, Inc., a company traded on the Nasdaq National Market, and its
wholly-owned subsidiary, East West Bank. His board membership for East West
Bancorp is scheduled to expire in May 2000, and he will not be renominated.
JOHN A. JOHNSTON. Mr. Johnston has been a director of the Company
since March 10, 2000. Prior to that, he served as Chief Executive Officer of
Marina Mortgage Company, Inc. since 1991. Marina Mortgage was acquired by AHMH
on December 29, 1999, and Mr. Johnston has continued to serve as Chief Executive
Officer of Marina Mortgage, as a wholly-owned subsidiary of the Company, since
such date.
RICHARD D. SILVER. Mr. Silver joined us on February 8, 2000 as Senior
Vice President, Controller. Prior to joining us, he was Chief Financial Officer
of Marina Mortgage Company, Inc., which was acquired by AHMH on December 29,
1999, since 1998. Prior to that, Mr. Silver served as Senior Vice President and
Controller of Downey Financial Corp., a federally-chartered savings association,
in Newport Beach, California, where he was responsible for managing the
accounting department.
DIRECTOR COMPENSATION
Directors who are neither our employees nor those of our subsidiaries
will receive $3,000 per board meeting attended. Directors will be reimbursed for
out-of-pocket expenses incurred in connection with their service as directors.
In addition, each non-employee director is eligible to receive non-qualified
stock options and restricted stock awards under our 1999 Omnibus Stock Incentive
Plan. Directors who serve either as our officers or employees or as officers or
employees of any of our subsidiaries will not receive any additional
compensation for their services as directors.
In 1999, Ms. Raffaeli and Mr. Bryant, as non-employee directors, each
received, subject to the terms and conditions of our 1999 Omnibus Stock
Incentive Plan, 16,667 shares of restricted stock. The restriction period with
respect to the shares of restricted stock shall expire, and the shares may be
sold, transferred or otherwise disposed of, subject to applicable securities law
requirements, on October 6, 2001.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of AHMH held one meeting since its formation
during the last fiscal year, which all of the directors attended, and took
action by written consent on seven occasions.
The Board of Directors of AHMH currently has two standing committees:
the Audit Committee and the Compensation Committee. These committees did not
meet during 1999.
The principal functions of the Audit Committee are to make
recommendations to our Board of Directors concerning the engagement of
independent public accountants, monitor and review the quality and activities of
our internal audit functions and those of our independent auditors and monitor
the adequacy of our operating and internal controls as reported by management
and the independent or internal auditors. The present members of the Audit
Committee are Mr. Bryant, Ms. Raffaeli and Mr. Slosser.
The principal functions of the Compensation Committee are to review
salaries, benefits and other compensation of our officers and other employees,
make recommendations to our Board of Directors regarding salaries, benefits and
other compensation and administer our employee benefit plans. The present
members of the Compensation Committee are Joseph P. Bryant and C. Cathleen
Raffaeli.
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth certain summary information concerning
compensation paid or accrued by the Company, to or on behalf of the Chief
Executive Officer and to each of the Company's four most highly compensated
executive officers other than the Chief Executive Officer during the year ended
December 31, 1999.
SUMMARY COMPENSATION TABLE
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------- ------------
SECURITIES ALL OTHER
NAME AND PRINCIPAL SALARY UNDERLYING COMPEN-
POSITION YEAR ($) BONUS ($) OPTIONS/SARS SATION (1)
- ------------------ ---- ------- --------- ------------ ----------
Michael Strauss 1999 148,765 --- --- ---
Chief Executive 1998 131,847 --- --- ---
Officer
and President (2)
Leonard Schoen, Jr. 1999 249,449 --- 33,334 5,076
Senior Vice President, 1998 219,711 --- --- 13,931
Operations
Nicholas P. Rizzetta 1999 87,769 150,000 25,000 ---
Chief Financial 1998 --- --- --- ---
Officer (3)
Robert E. Burke 1999 173,145 20,000 25,000 ---
Chief Financial 1998 156,154 --- --- 9,010
Officer (4)
James P. O'Reilly 1999 142,308 43,687 25,000 ---
Senior Vice 1998 100,019 --- --- ---
President, Secondary
Marketing
- ----------
(1) Represents commissions earned for loan applicants referred to us, who
subsequently closed a transaction.
(2) Pursuant to his employment agreement, Mr. Strauss will earn an annual base
salary of $350,000 commencing January 1, 2000. In addition, prior to the
Company's initial public offering, American Home Mortgage Corp. ("AHMC"),
the Company's predecessor and current subsidiary, elected to be treated for
income tax purposes as an S corporation. In connection with the initial
public offering, AHMC distributed to Mr. Strauss, its sole stockholder, a
promissory note in the amount of $7.8 million, bearing interest at the rate
payable on the Company's principal credit facility, in respect of AHMC's
previous S corporation earnings. In connection with this distribution, the
Company agreed to indemnify Mr. Strauss, on an after-tax basis, from all
liability for the Company's taxes and those of AHMC with respect to the
period after the initial public offering.
(3) Mr. Rizzetta served as Chief Financial Officer of the Company from May 1999
until March 2000. Mr. Rizzetta's options expired upon the termination of
his employment with the Company and are no longer exercisable.
(4) Mr. Burke served as Chief Financial Officer of the Company from April 1997
through April 1999, and has resumed that position as of March 2000. From
May 1999 until March 2000, Mr. Burke served as Senior Vice President,
Treasurer, of the Company.
STOCK OPTION PLAN
In August 1999, our Board of Directors adopted and our stockholder
approved the 1999 Omnibus Stock Incentive Plan. We have reserved an aggregate of
750,000 shares of Common Stock for issuance under this plan. The purpose of the
Omnibus Stock Plan is to promote our long-term growth and profitability by
providing individuals with incentives to improve stockholder value and
contribute to our growth and financial success, and by enabling us to attract,
retain and reward the best available persons for positions of substantial
responsibility.
The Omnibus Stock Plan provides for the grant of non-qualified stock
options, incentive stock options within the meaning of Section 422 of the
Internal Revenue Code, stock appreciation rights and restricted and
non-restricted stock awards, each of which may be granted separately or in
tandem with other awards. Participation in the Omnibus Stock Plan is open to all
of our employees, officers and directors. However, only our employees or those
of our subsidiaries may receive incentive stock option awards.
To date, 33,334 shares of restricted stock and options to acquire
665,310 shares of Common Stock have been granted. The number of shares of
restricted stock was determined by reference to, and the options with respect to
503,433 shares of Common Stock will be exercisable at, the initial public
offering price of $6.00 per share. The options to acquire the remaining 161,877
shares of Common Stock were granted in connection with the acquisition of Marina
Mortgage, at exercise prices ranging from $6.1875 to $6.4375 per share, based on
the market price of the Common Stock on the Nasdaq National Market.
The Compensation Committee of the Board of Directors will administer
the Omnibus Stock Plan. In doing so, the Compensation Committee has the
authority to:
o determine the eligible persons to whom, and the time or times at
which, awards shall be granted;
o determine the types of awards to be granted;
o determine the number of shares to be covered by or used for reference
purposes for each award;
o impose terms, limitations, restrictions and conditions on any award as
deemed appropriate;
o modify, amend, extend or renew outstanding awards, or accept the
surrender of outstanding awards and substitute new awards (provided,
however, that except in specified circumstances, any modification that
would materially adversely affect any outstanding award shall not be
made without the consent of the grantee);
o accelerate or otherwise change the time in which an award may be
exercised or becomes payable and to waive or accelerate the lapse, in
whole or in part, of any restriction or condition with respect to such
award, including, without limitation, any restriction or condition
with respect to the vesting or exercisability of an award following
termination of any grantee's employment; and
o establish objectives and conditions, if any, for earning awards and
determining whether awards will be paid after the end of a performance
period.
As the plan's administrator, the Compensation Committee also is
authorized to make adjustments in the terms and conditions of, and the criteria
included in, awards in recognition of unusual or nonrecurring events affecting
us, or our financial statements or those of our subsidiaries, or of changes in
applicable laws, regulations or accounting principles, whenever the
administrator determines that such adjustments are appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits intended
to be made available under the Omnibus Stock Plan.
Options intended to qualify as incentive stock options under Section
422 of the Internal Revenue Code must have an exercise price at least equal to
fair market value on the date of grant. Incentive stock options may not be
exercisable more than 10 years from the date the option is granted. If any of
our employees, or those of our subsidiaries, owns or is deemed to own at the
date of grant shares of stock representing in excess of 10% of the combined
voting power of all classes of our stock, the exercise price for the incentive
stock options granted to that employee may not be less than 110% of the fair
market value of the underlying shares on that date and the option may not be
exercisable more than 5 years from the date the option is granted. The option
exercise price may be paid in cash, by tender of shares of Common Stock, by a
combination of cash and shares or by any other means the administrator approves.
Awards of stock appreciation rights, stock and phantom stock awards and
performance awards may be settled in cash, shares of Common Stock or a
combination of both, in the administrator's discretion.
The Board of Directors may terminate, amend or modify the Omnibus
Stock Plan or any portion of it at any time, except that all awards made before
the termination of the plan will remain in effect until they have been satisfied
or terminated in accordance with the terms of the plan and those awards.
<PAGE>
The following table sets forth information concerning stock option
grants made during 1999 to the executive officers named in the "Summary
Compensation Table," including the present value of each grant on the date of
grant, estimated using the Black-Scholes option-pricing model. This pricing
model is for illustration purposes only and is not intended to predict the
future price of the Common Stock. The actual future value of the options will
depend on the market value of the Common Stock.
<TABLE>
STOCK OPTION GRANTS IN FISCAL YEAR 1999
<CAPTION>
INDIVIDUAL GRANTS
- -------------------------------------------------------------------------------------------
NUMBER OF
SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS/SARS EXERCISE
OPTIONS/SARS GRANTED TO PRICE EXPIRATION
NAME GRANTED EMPLOYEES (%) ($/SH) DATE GRANT DATE PRESENT VALUE ($) (1)
- ------------------------ ------------ ---------------- -------- ---------- --------------------------------
<S> <C> <C> <C> <C> <C>
Michael Strauss --- --- --- --- ---
Robert E. Burke 25,000 3.7 6.00 10/1/09 38,591
Leonard Schoen, Jr. 33,334 4.9 6.00 10/1/09 51,546
Nicholas P. Rizzetta (2) 25,000 3.7 6.00 10/1/09 38,591
James P. O'Reilly 25,000 3.7 6.00 10/1/09 38,591
- ----------
(1) The present value of the options granted is estimated using the Black-Scholes option-pricing model with the following
weighted-average assumptions used for the 1999 grants:
Dividend yield 0%
Expected volatility 24%
Risk-free interest rate 5.00%
Expected life 2 years
(2) Mr. Rizzetta's options expired upon the termination of his employment with the Company on March 17, 2000 and are no longer
exercisable.
</TABLE>
<PAGE>
The following table sets forth certain summary information concerning
exercised and unexercised options to purchase AHMH's Common Stock as of December
31, 1999, under AHMH's Stock Option Plan held by the executive officers named in
the "Summary Compensation Table."
<TABLE>
STOCK OPTION EXERCISES IN FISCAL YEAR
1999 AND FISCAL YEAR-END OPTION VALUES
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS HELD AT FISCAL IN-THE-MONEY OPTIONS/SARS AT
YEAR-END (#) FISCAL YEAR-END ($) (1)
ACQUIRED ON VALUE --------------------------- ----------------------------
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------ ------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Michael Strauss -- -- -- -- -- --
Robert E. Burke -- -- -- 25,000 -- 15,625
Leonard Schoen, Jr. -- -- -- 33,334 -- 20,834
Nicholas P. Rizzetta (2) -- -- -- 25,000 -- 15,625
James P. O'Reilly -- -- -- 25,000 -- 15,625
- ----------
(1) The value of unexercised in-the-money options/SARs represents the number of options/SARs held at year-end 1999 multiplied by
the difference between the exercise price, $6.00 per share, and $6.625, the closing price of AHMH's Common Stock at December
31, 1999.
(2) Mr. Rizzetta's options expired upon the termination of his employment with the Company on March 17, 2000 and are no longer
exercisable.
</TABLE>
EMPLOYMENT AGREEMENTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
Our employment agreement with Mr. Strauss, our President and Chief
Executive Officer, provides for an annual base salary of $350,000 commencing
January 1, 2000, and a discretionary bonus. The agreement has an initial term of
3 years and will automatically renew for additional one-year terms, provided
that either party may terminate the agreement upon 12-months prior notice. The
employment agreement contains covenants not to compete for a period ending on
the later of the first anniversary of the termination of Mr. Strauss' employment
and October 6, 2002. If (i) we terminate the agreement for any reason other than
for cause or upon Mr. Strauss' disability, (ii) Mr. Strauss terminates his
employment for good reason, or (iii) in connection with or following a change in
control, his position is eliminated or Mr. Strauss no longer serves as our chief
executive officer with power, authority and responsibility attendant to such
office, then we must pay him a lump sum payment equal to 299% of his base
salary, plus the average of his annual incentive award over the preceding 5
years.
Our employment agreement with Mr. Rizzetta, who served as Chief
Financial Officer of the Company from May 1999 to March 2000, provided for an
annual base salary of $140,000. In addition, the Company agreed to pay Mr.
Rizzetta an annual bonus of $150,000 in 1999. The agreement also provided for a
bonus based on the annual pretax income of AHMH and a discretionary bonus. As of
March 17, 2000, this agreement was terminated and Mr. Rizzetta is no longer an
employee of the Company.
Our employment agreement with Mr. Burke, our Chief Financial Officer,
provides for an annual base salary of $180,000, and is terminable by either
party on 2 weeks' written notice to the other party.
Our employment agreement with Mr. O'Reilly, our Senior Vice President,
Secondary Marketing, provides for a base salary of not less than $200,000 per
year and a bonus equal to 10% of the profit from secondary market activities for
all loans sold. The Company also pays to Mr. O'Reilly a car allowance in the
amount of $500 per month. The employment agreement is for a term of five years,
and will automatically renew for additional one-year terms, provided that either
party may terminate the agreement upon 120 days' prior notice. The employment
agreement contains covenants not to compete for a period ending on the first
anniversary of the termination of Mr. O'Reilly's employment. If we terminate the
agreement for any reason other than for cause or Mr. O'Reilly terminates his
employment for good reason, then we must pay him a lump sum payment of $200,000
or, if a change in control occurs within 6 months of such termination, $300,000.
Our employment agreement with Mr. Schoen, our Senior Vice President,
Operations, provides for an annual base salary of $260,000, and prohibits him
from disclosing certain confidential information regarding AHMH during or after
the term of his employment. The agreement also restricts, for a period of one
year after termination of employment, certain employment with mortgage brokerage
businesses. The employment agreement is terminable by either party on 2 weeks'
written notice to the other party.
Our employment agreement with Mitchell Eininger, our Senior Vice
President, Business Development, provides for an annual salary of $185,000. The
employment agreement is terminable by either party on 2 weeks' written notice to
the other party.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors was established
after completion of the Company's initial public offering in October 1999. The
Compensation Committee is comprised of two non-employee directors, Joseph P.
Bryant and C. Cathleen Raffaeli. The Compensation Committee is responsible for
making recommendations to the Board of Directors concerning the compensation
levels of the executive officers of the Company. The Compensation Committee also
administers the Company's Omnibus Stock Incentive Plan and determines awards to
be made under such plan to the Company's executive officers and to other
eligible employees. It is currently anticipated that the Compensation Committee
will review compensation programs for executive officers annually, commencing in
the year 2000.
With respect to 1999, virtually all of the compensation the Company
paid to executive officers was established under employment agreements that the
Company had negotiated and executed before becoming a public company. To date,
the Compensation Committee has met once, and has ratified and approved the terms
of the existing employment agreements. Therefore, the following sections on
Philosophy, Base Salary, Commissions, Cash Bonus, Stock Options and Chief
Executive Officer describe the considerations that have guided, or will guide,
the Compensation Committee in assessing executive compensation.
Philosophy
The goal of the Compensation Committee is to provide competitive
levels of compensation that integrate pay with AHMH's short-term and long-term
performance goals, reward corporate performance and recognize individual
initiative and achievement. It is anticipated that these policies will help AHMH
to continue to attract and retain quality personnel and thereby enhance AHMH's
long-term profitability and share value.
Executive compensation ranges will be designed to be competitive with
those amounts paid to senior executives at companies in the mortgage industry
that compete with AHMH, companies that are similar in size and profitability to
AHMH and companies with which AHMH competes for senior executives. Within this
framework, individual executive compensation will continue to be based on
personal and corporate achievement and the individual's level of responsibility
and experience. However, in any particular year, AHMH's executives may be paid
more or less than executives in peer companies, depending on AHMH's own
performance.
The executive officers' compensation is comprised of four principal
components: base salary, commissions, bonus and stock options or awards granted
under AHMH's Stock Option Plan. These components are discussed below.
Base Compensation
The base salaries of AHMH's executive officers will be based in part
on comparative industry data and on various quantitative and qualitative
considerations regarding corporate and individual performance. An executive's
base salary will be determined only after an assessment of his or her sustained
performance, current salary in relation to an objective salary range for the
executive's job responsibilities and his or her experience and potential for
advancement. In establishing base salaries for AHMH's executive officers, the
Compensation Committee may consider several additional factors, including: (i)
industry compensation trends; (ii) cost of living and other local and geographic
considerations; (iii) mortgage industry and job-specific skills and knowledge;
(iv) historical and expected contributions to AHMH's performance; and (v) level,
complexity, breadth and difficulty of duties.
Commissions
In addition to base salary, the Compensation Committee sets
commissions for certain executives, providing an incentive to maximize the
number of loans originated by the Company, in order to ultimately maximize
corporate performance.
Bonus Program
Eligible executive officers of AHMH may also be awarded bonuses for
achieving certain performance levels. In the year 2000, the Compensation
Committee intends to establish bonuses based on various quantitative and
qualitative performance criteria for these executive officers, in order to
attract and retain qualified individuals and also encourage them to meet the
Company's desired performance goals.
Stock Options and Stock Appreciation Rights
In 1999, AHMH provided long-term executive compensation incentives in
the form of stock option awards and stock appreciation rights. The Compensation
Committee will continue this stock option program in 2000. The Compensation
Committee believes that stock option awards and stock appreciation rights are an
effective means of advancing the long-term interests of AHMH's stockholders by
integrating executive compensation with the long-term value of AHMH Common
Stock. Awards are granted at the prevailing market price on the date of grant
and are valuable to executives only if AHMH Common Stock appreciates.
Chief Executive Officer
For his services as AHMH's Chief Executive Officer, Mr. Strauss
received an amount of compensation for 1999 determined in accordance with his
employment agreement prior to the initial public offering. Mr. Strauss' salary
for 1999 was $148,765. In addition to his salary, in connection with the initial
public offering in October 1999, AHMH offered 89,606 shares of Common Stock to
Mr. Strauss at the offering price of $6.00 per share, net of any underwriting
discounts or commissions and subject to certain resale restrictions.
In determining Mr. Strauss' compensation for 2000, the Compensation
Committee will consider the Company's actual financial performance as well as
Mr. Strauss' contributions to the growth and success of the Company. Other
factors that will guide the Compensation Committee are Mr. Strauss' ability to
lead the Company through its first year as a public company, the market
performance of AHMH stock, the integration of acquired businesses, continued
recruiting of valuable personnel and market development for the origination of
loans.
RESPECTFULLY SUBMITTED,
THE COMPENSATION COMMITTEE
Joseph P. Bryant
C. Cathleen Raffaeli
<PAGE>
PERFORMANCE GRAPH
Set forth below is a graph comparing the cumulative total stockholder
return on AHMH's Common Stock with the S&P 500 Index and the Nasdaq Financial
Index. The AHMH Common Stock traded on the Nasdaq National Market under the
symbol "AHMH". The graph assumes an investment of $100.00 on October 1, 1999 in
(i) AHMH's Common Stock, (ii) the stocks comprising the S&P 500 Index and (iii)
a "peer group" selected by AHMH's management. The peer group includes
Countrywide Credit Industries, Inc., Flagstar Bancorp, Inc., Resource Bancshares
Mortgage Group, Inc., Irwin Financial Corporation, Mortgage.com, Inc., E Loan,
Inc. and Finet.com, Inc.
[graphic omitted]
CUMULATIVE TOTAL RETURN PERFORMANCE GRAPH
DATE AHMH S&P 500 INDEX PEER GROUP INDEX
- ----------------- -------- ------------- ----------------
October 1, 1999 100 100 100
December 31, 1999 111.67 114.87 77.34
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following parties had a direct or indirect material interest in
transactions with AHMH since the beginning of 1999 and such transactions are
described below.
In connection with the Company's initial public offering, American
Home Mortgage Corp. ("AHMC"), the Company's predecessor and current subsidiary,
issued a promissory note in the amount of $7.8 million to Mr. Strauss, the sole
stockholder of AHMC at the time, in respect of AHMC's previous earnings as an S
corporation. The note bears interest at the same rate of interest as our
principal credit facility. In connection with this distribution, the Company
agreed to indemnify Mr. Strauss, on an after-tax basis, from all liability for
the Company's taxes and those of AHMC with respect to the period after the
initial public offering.
Pursuant to a guaranty agreement dated December 8, 1998, Mr. Strauss
has personally guaranteed the performance of all our obligations, liabilities
and indebtedness under our warehouse facility with First Union. Mr. Strauss'
liability under this guaranty is absolute and unconditional.
In 1998, we made a $52,000 interest-free loan to Great Oak Title
Agency, Inc., in connection with its start up. In March 1999, Mr. Strauss repaid
the outstanding balance on this loan. Great Oak is a title agency, 90% owned by
Mr. Strauss, that provides services to our subsidiary's customers.
In consideration of his employment as Senior Vice President, Secondary
Marketing, and the payment of $100, Mr. O'Reilly has granted us a 20-year
non-exclusive license to use certain interest rate risk management software
developed by Mr. O'Reilly.
Mr. Slosser is a Managing Director of Friedman, Billings, Ramsey &
Co., Inc. ("FBR"). FBR received compensation under the following agreements: (a)
on May 13, 1999, AHMH entered into a letter agreement with FBR, as amended on
September 20, 1999, to retain FBR as its financial advisor and lead underwriter
in connection with the Company's initial public offering. In connection with the
offering, the Company and FBR entered into an underwriting agreement just prior
to the distribution of the Company's securities. In connection with its
engagement, FBR received cash fees of $1,027,038, including expenses, and
received warrants to purchase 250,000 shares of the Company's Common Stock as
compensation for its services; and (b) on or about December 15, 1999, the
Company retained FBR to serve as its financial advisor in connection with the
acquisitions of two mortgage companies and to provide the Company's Board of
Directors with an opinion as to the fairness of each transaction from a
financial perspective. FBR is due to receive cash fees of $75,000 for each of
these acquisitions in connection with its services as financial advisor. In
addition, the Company agreed to indemnify FBR and its officers and directors
against certain liabilities in connection with the initial public offering and
acquisitions.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires AHMH's
directors, executive officers and 10% stockholders to file reports of ownership
and reports of changes in ownership of AHMH's Common Stock and other equity
securities with the SEC and the Nasdaq National Market. Directors, executive
officers and 10% stockholders are required to furnish AHMH with copies of all
Section 16(a) forms they file. Based on a review of the copies of such reports
furnished to it, AHMH believes that during 1999, AHMH's directors, executive
officers and 10% stockholders complied with all Section 16(a) filing
requirements applicable to them, except that Mr. Johnston was late in filing a
Form 3 to reflect his acquisition of the Company's Common Stock in connection
with the acquisition of Marina Mortgage by AHMH.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The compensation committee makes all compensation decisions. During
1999, the following directors served on the Compensation Committee: Joseph P.
Bryant and C. Cathleen Raffaeli. No interlocking relationship exists between the
Board of Directors or Compensation Committee and the board of directors or
compensation committee of any other company, nor has any such interlocking
relationship existed in the past.
VOTING PROCEDURES
A majority of the outstanding shares of Common Stock, represented in
person or by proxy, constitutes a quorum for the transaction of business at the
Annual Meeting. A stockholder who abstains from voting on any or all proposals
will be included in the number of stockholders present at the meeting for the
purpose of determining the presence of a quorum. However, an abstention with
respect to the election of the Class I directors will not be counted either in
favor of or against the election of the nominee. Brokers who hold shares for the
account of their clients may vote such shares either as directed by their
clients or in their own discretion if permitted by the exchange or other
organization of which they are members. Accordingly, broker non-votes will have
no affect on the vote.
OTHER BUSINESS
The Board of Directors does not intend to bring any other business
before the meeting, and as far as is known by the Board, no matters are to be
brought before the meeting except as disclosed in the Notice of Annual Meeting
of Stockholders. However, as to any other business which may properly come
before the meeting, it is intended that proxies, in the form enclosed, will be
voted in respect thereof in accordance with the judgment of the persons voting
such proxies.
INDEPENDENT AUDITORS
The Board of Directors has appointed the firm of Deloitte & Touche
LLP, independent certified public accountants, to be AHMH's auditors for the
fiscal year ending December 31, 1999. Deloitte & Touche also served as AHMH's
independent certified public accountants for the fiscal year ended December 31,
1998. Representatives of Deloitte & Touche are expected to be present at the
meeting, will have the opportunity to make a statement, if they desire to do so,
and will be available to respond to appropriate questions from stockholders.
ANNUAL REPORT AND FINANCIAL STATEMENTS
A copy of AHMH's Annual Report for the fiscal year ended December 31,
1999, including audited financial statements, was sent to all stockholders of
AHMH along with this Proxy Statement.
SOLICITATION OF PROXIES
The proxy accompanying this Proxy Statement is solicited by the AHMH
Board of Directors. Proxies may be solicited by officers, directors and regular
supervisory and executive employees of AHMH, none of whom will receive any
additional compensation for their services. Such solicitations may be made
personally, or by mail, facsimile, telephone, telegraph or messenger. AHMH may
reimburse brokers and other persons holding shares in their names or in the
names of nominees for expenses in sending proxy materials to beneficial owners
and obtaining proxies from such owners. All of the costs of solicitation of
proxies will be paid by AHMH.
STOCKHOLDERS' PROPOSALS FOR NEXT ANNUAL MEETING
AHMH's Amended and Restated Bylaws have an advance notice procedure
for stockholders to bring business before an annual meeting of stockholders. The
advance notice procedure requires that a stockholder interested in presenting a
proposal for action at the 2001 Annual Meeting of Stockholders must deliver a
written notice of the proposal, together with certain specified information
relating to such stockholder's stock ownership and identity, to AHMH's Secretary
not earlier than March 1 nor later than March 31, 2001.
Stockholders' proposals intended to be included in AHMH's proxy
statement and form of proxy for the 2001 Annual Meeting of Stockholders must be
received by AHMH no later than 120 days prior to the anniversary date of the
first notice of the 2000 Annual Meeting, or December 4, 2000.
By order of the Board of Directors,
/s/ Michael Strauss
Michael Strauss
Chairman of the Board
Dated: May 1, 2000
<PAGE>
PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF
AMERICAN HOME MORTGAGE HOLDINGS, INC.
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 30, 2000
The undersigned hereby appoints Michael Strauss and Robert Burke, and each
or any of them, with full power of substitution, as his or her true and lawful
agents and proxies ("Proxies") to represent the undersigned at the Annual
Meeting of Stockholders of American Home Mortgage Holdings, Inc. ("AHMH") to be
held at AHMH's headquarters, 520 Broad Hollow Road, Melville, New York 11747, at
10:00 a.m. (Eastern Time) on May 30, 2000, and at any adjournments or
postponements thereof, and authorizes said Proxies to vote all shares of AHMH
shown on the other side of this card with all the powers the undersigned would
possess if personally thereat.
THE PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED ON THE REVERSE
SIDE. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF
THE NAMED NOMINEES AND THE RATIFICATION OF THE INDEPENDENT AUDITORS. THE
UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE PROXY STATEMENT OF AHMH DATED MAY
1, 2000 SOLICITING PROXIES FOR THE ANNUAL MEETING.
All previous proxies given by the undersigned to vote at the Annual Meeting
or at any adjournment or postponement thereof are hereby revoked.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
<PAGE>
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
AMERICAN HOME MORTGAGE HOLDINGS, INC.
MAY 30, 2000
| |
\|/ Please Detach and Mail in the Envelope Provided \|/
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
A [X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE USING
DARK INK ONLY.
FOR
all nominees
listed at right WITHHOLD AUTHORITY
(except as to vote for all
marked to the nominees listed
contrary below) at right
1. Election of [ ] [ ] Nominees: C. Cathleen Raffaeli
Directors Kenneth Slosser
To withhold authority to vote for an individual nominee,
print the name of such nominee on the line provided
________________________________________________________________________________
2. Ratification of Deloitte & Touche LLP as FOR AGAINST ABSTAIN
Independent Auditors. [ ] [ ] [ ]
3. OTHER MATTERS:
Discretionary authority is hereby granted with [ ] [ ] [ ]
respect to such other matters as may properly
come before the meeting or any adjournment or
postponement thereof.
SIGNATURES _____________________________________________ DATE ________________
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREIN. WHEN SIGNING AS ATTORNEY,
ADMINISTRATOR, EXECUTOR, GUARDIAN OR TRUSTEE, PLEASE GIVE YOUR FULL TITLE
AS SUCH. IF A CORPORATION, PLEASE SIGN BY PRESIDENT OR OTHER AUTHORIZED
OFFICER AND INDICATE TITLE. IF SHARES ARE REGISTERED IN THE NAMES OF JOINT
TENANTS OR TRUSTEES, EACH TENENT OR TRUSTEE IS REQUIRED TO SIGN.
