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 ss. 240.14a-11(c) or Rule 14a-12
AMERICAN HOME MORTGAGE HOLDINGS, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
____________________
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 the transaction:
____________________
5) Total fee paid: ____________________
|_| Fee paid previously with preliminary material.
|_| 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: ____________________
<PAGE>
March 31, 2000
Fellow Stockholders:
You are cordially invited to attend a Special Meeting of Stockholders on
April 12, 2000, at 10:00 a.m. (Eastern Time), at the corporate offices of
American Home Mortgage Holdings, Inc. (the "Company") at 520 Broad Hollow Rd.,
Melville, New York 11747. The items to be acted upon at the meeting are listed
in the Notice of Special Meeting and are described in the Proxy Statement.
The proposal to be acted upon at the meeting is the amendment of the
Company's Certificate of Incorporation to change the Company's name to
MortgageSelect.com, Inc. To fully understand this proposal, I encourage you to
read the Proxy Statement carefully. Stockholders of record at the close of
business on March 3, 2000 shall be entitled to vote at the Special Meeting.
I urge you to vote, sign, date and return the proxy card in the enclosed
post-paid envelope, even if you plan to attend the meeting. Your vote is
important and voting by proxy will ensure your representation at the Special
Meeting even if you cannot attend in person.
Sincerely,
/s/ Michael Strauss
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Michael Strauss, President and Chief
Executive Officer
520 Broad Hollow Rd. Melville, New York 11747
Telephone (516) 899-3900
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<PAGE>
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 12, 2000
To the Stockholders:
The Special Meeting of Stockholders of American Home Mortgage Holdings,
Inc. (the "Company") will be held at the Company's corporate offices at 520
Broad Hollow Rd., Melville, New York 11747, on April 12, 2000, at 10:00 a.m.
(Eastern Time), for the following purposes:
1. To amend the Company's Certificate of Incorporation to change the name
of the Company to MortgageSelect.com, Inc.; and
2. To transact such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on March 3, 2000 as
the record date for the determination of stockholders entitled to notice of and
to vote at the Special Meeting of Stockholders. The transfer books of the
Company will not be closed.
Each stockholder, including any stockholder who expects to attend the
meeting in person, is requested to execute, date, sign and return the enclosed
proxy as promptly as possible in the accompanying stamped envelope. The proxy
may be revoked by the stockholder at any time before it is exercised, and
stockholders who are present at the meeting may withdraw their proxies and vote
in person.
By Order of the Board of Directors,
/s/ Michael Strauss
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Michael Strauss, President and Chief
Executive Officer
Melville, New York
March 31, 2000
IMPORTANT: PLEASE MAIL YOUR SIGNED PROXY PROMPTLY IN
THE ENCLOSED ENVELOPE PROVIDED FOR THIS PURPOSE WHETHER
OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING.
520 Broad Hollow Rd. Melville, New York 11747
Telephone (516) 899-3900
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<PAGE>
PROXY STATEMENT
FOR SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 12, 2000
This proxy statement is furnished to the holders of the common stock (the
"Common Stock") of American Home Mortgage Holdings, Inc. (the "Company") in
connection with the solicitation of proxies by the Board of Directors of the
Company to be voted at a Special Meeting of Stockholders (the "Special Meeting")
to be held on April 12, 2000 at 10:00 a.m. Eastern Time at the Company's
corporate offices at 520 Broad Hollow Rd., Melville, New York 11747, for the
purposes set forth in the accompanying Notice of Special Meeting of
Stockholders. It is anticipated that this Proxy Statement will be mailed to
stockholders on or about March 31, 2000.
The enclosed proxy is solicited by the Company and will be voted at the
Special Meeting and any adjournments thereof. The enclosed proxy may be revoked
at any time before it is exercised. Proxies may be revoked by the following
means: (1) executing a valid proxy bearing a later date; (2) sending written
notice of revocation to the Secretary of the Company; or (3) appearing at the
Special Meeting and voting in person. The only business which the Board of
Directors intends to present or knows will be presented is (i) amendment of the
Company's Certificate of Incorporation to change the name of the Company to
MortgageSelect.com and (ii) such other business as may properly come before the
meeting.
The enclosed proxy confers discretionary authority upon the persons named
therein, or their substitutes, with respect to any other business which may
properly come before the meeting. Shares represented by a properly executed
proxy in the accompanying form will be voted at the meeting and, when
instructions have been given by the stockholder, will be voted in accordance
with those instructions. If no instructions are given, such stockholder's shares
will be voted according to the recommendations of the Company's Board of
Directors.
RECORD DATE AND VOTING AT THE MEETING
The holders of record on March 3, 2000 (the "Record Date") of shares of the
Company's Common Stock will be entitled to one vote per share on each proposal
at the Special Meeting. At the close of business on the Record Date, there were
outstanding 8,253,413 shares of the Company's Common Stock. No other voting
securities of the Company were outstanding at the close of business on the
Record Date. The holders of a majority of the total shares issued and
outstanding, whether present in person or represented by proxy, will constitute
a quorum for the transaction of business at the Special Meeting.
The affirmative vote of 4,126,707 shares, a majority of the total shares
outstanding, represented in person or by proxy and entitled to vote at the
Special Meeting is required for the approval of the amendment of the Company's
Certificate of Incorporation. Michael Strauss, the Company's Chairman and Chief
Executive Officer, owns of record 5,089,606 shares and intends to vote in favor
of the proposal; consequently, the resolution will be passed without the
affirmation of any other shares.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information at March 21, 2000, with
respect to the beneficial ownership of shares of Common Stock and Company
options and warrants exercisable within sixty (60) days of March 21, 2000 owned
by (i) the Chief Executive Officer and the other four most highly compensated
executive officers, (ii) each person known by the Company to own beneficially
more than 5% of the outstanding chares of Common Stock, (iii) each director of
the Company, and (iv) all officers and directors of the Company as a group:
Beneficial ownership is determined in accordance with rules of the
Securities and Exchange Commission, and includes generally voting power and/or
investment power with respect to securities. Shares of Common Stock subject to
options and/or warrants currently exercisable or exercisable within 60 days of
March 21, 2000 are deemed outstanding for computing the percentage beneficially
owned by the person holding the options and/or warrants but are not deemed
outstanding for purposes of computing the percentage beneficially owned by any
other person. The Company believes that the persons named in this table, based
on information provided by these persons, have sole voting and investment power
with respect to the shares of Common Stock indicated.
<PAGE>
NAME OF ADDRESS AMOUNT AND NATURE
OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP PERCENT OF CLASS
- ------------------- ----------------------- ----------------
Michael Strauss...................... 5,089,606 61.7
John A. Johnston..................... 318,468 3.9
Leonard Schoen, Jr................... 0 *
Joseph P. Bryant..................... 0 *
C. Cathleen Raffaeli................. 0 *
Kenneth Slosser...................... 0 *
Robert E. Burke...................... 0 *
Leslie E. Tao........................ 0 *
James P. O'Reilly.................... 0 *
All directors and
executive officers
as a group (9 persons).............. 5,408,074 65.6
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* Indicates less than one percent.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this Proxy Statement or incorporated herein
by reference that are not statements of historical facts are "forward-looking"
statements and are thus prospective. Such forward-looking statements include,
without limitation, statements regarding the Company's future financial
position, results of operations, business strategy (including future
acquisitions or dispositions of assets and restructuring of operations),
budgets, expected cost savings, plans as to dividends, and plans and objectives
of management for future operations. Such forward-looking statements are based
on the Company's beliefs and assumptions, are based on information currently
available to the Company, and are subject to risks, uncertainties and other
factors which could cause actual results to differ materially from future
results expressed or implied by such forward-looking statements.
The forward-looking statements included in this Proxy Statement speak only
as of the date of this Proxy Statement. The Company does not intend to update or
revise any forward-looking statements to reflect events or circumstances after
the date of this Proxy Statement, including changes in the Company's business
strategy or planned capital expenditures, or to reflect the occurrence of
unanticipated events.
<PAGE>
PROPOSAL I
AMENDMENT TO CERTIFICATE OF INCORPORATION
The Board of Directors, at a duly convened meeting held February 28, 2000,
adopted a resolution proposing to amend the Company's Certificate of
Incorporation in order to change the name of the Company to MortgageSelect.com,
Inc. and, in accordance with Delaware law, directed that such proposal be
submitted to the stockholders for their approval. Section 242 of The General
Corporation Law of Delaware requires that all amendments to the Certificate of
Incorporation be approved by the requisite vote of the stockholders.
The Board of Directors believes that the proposed name change is advisable
in that it adopts the Company's marketing focus and the name under which the
Company engages in its Internet-related business, and that such change would be
in the Company's best interests. Accordingly, it is proposed that the
stockholders of the Company adopt the following resolution:
RESOLVED, that Article 1 of the Certificate of Incorporation be amended to
read as follows:
FIRST: The name of the corporation is MortgageSelect.com, Inc. (the
"Corporation").
OTHER BUSINESS
The Board of Directors does not intend to present any business at the
Special Meeting other than Proposal No. 1 to amend the Company's Certificate of
Incorporation. The enclosed proxy form confers upon the persons designated to
vote the shares represented thereby discretionary authority to vote such shares
in accordance with their best judgment with respect to all other matters that
may lawfully come before the Special Meeting. As of the date of mailing of this
Proxy Statement, the Board of Directors was not aware of any other matter that
may lawfully be presented for action at the Special Meeting, but the enclosed
proxy confers the same discretionary authority with respect to any such other
matter.
PROPOSALS OF STOCKHOLDERS
The Company's 2000 Annual Meeting of Stockholders is expected to be held on
or about May 27, 2000. In accordance with Rule 14a-8 promulgated pursuant to the
Securities Exchange Act of 1934, as amended, any stockholder proposal submitted
for inclusion in the proxy material to be distributed by the Company in
connection with the 2000 Annual Meeting must have been received by the Company
at its principal executive office, 520 Broad Hollow Road, Melville, New York
11747, Attention: Secretary, no later than April 6, 2000.
In addition, in accordance with Article II, Section 7 and Article III,
Section 2 of the Company's Amended and Restated By-Laws, written notice of any
other matter (including nominations of persons for election to the Board of
Directors) which a stockholder may wish to raise at the 2000 Annual Meeting
(other than stockholder proposals submitted in accordance with Rule 14a-8) must
conform to the requirements set forth in the Company's Amended and Restated
By-Laws, and be received by the Company, at the address set forth in the
preceding paragraph, by no later than April 10, 2000. The persons designated as
proxies by the Company in connection with the 2000 Annual Meeting will have
discretionary voting authority with respect to any stockholder proposal of which
the Company did not receive timely notice.
GENERAL
The cost of preparing, assembling and mailing this Proxy Statement and
accompanying papers will be borne by the Company. Solicitations will be made by
mail but in some cases may also be made by telephone or personal call by
officers, directors or regular employees of the Company, who will not be
specially compensated for such solicitation. The entire cost of such
solicitation will be borne by the Company, which will include the cost of
supplying necessary additional copies of the solicitation materials for
beneficial owners of shares held of record by brokers, dealers, banks and voting
trustees, and their nominees and, upon request, the reasonable expenses of such
record holders for completing the mailing of the solicitation materials to those
beneficial owners.
By Order of the Board of Directors
/s/ Michael Strauss
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Michael Strauss, President and Chief
Executive Officer
Melville, New York
March 31, 2000
<PAGE>
PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF AMERICAN
HOME MORTGAGE HOLDINGS, INC.
FOR THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 12, 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 Special
Meeting of Stockholders of American Home Mortgage Holdings, Inc. ("AHMH") to be
held at AHMH's headquarters, 520 Broad Hollow Rd., Melville, New York 11747, at
10:00 a.m. (Eastern Time) on April 12, 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 AMENDMENT OF
AHMH'S CERTIFICATE OF INCORPORATION. THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT
OF THE PROXY STATEMENT OF AHMH DATED MARCH 31, 2000 SOLICITING PROXIES FOR THE
SPECIAL MEETING.
All previous proxies given by the undersigned to vote at the Special
Meeting or at any adjournment or postponement thereof are hereby revoked.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
<PAGE>
Please mark votes |X| as in this example.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL.
TO AUTHORIZE THE AMENDMENT OF THE COMPANY'S CERTIFICATE OF INCORPORATION TO
CHANGE THE NAME OF THE COMPANY TO MORTGAGESELECT.COM, INC. (AS DESCRIBED IN THE
ACCOMPANYING PROXY STATEMENT).
|_| FOR |_| AGAINST |_| ABSTAIN
|_| WILL ATTEND THE SPECIAL MEETING.
DISCRETIONARY AUTHORITY IS HEREBY CONFERRED AS TO ALL OTHER MATTERS WHICH MAY
COME BEFORE THE SPECIAL MEETING. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE
VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION TO
THE CONTRARY IS INDICATED, IT WILL BE VOTED FOR THE PROPOSAL.
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 TENANT OR TRUSTEE IS
REQUIRED TO SIGN.
SIGNATURE: ____________________________
DATE: _________________________________
SIGNATURE: ____________________________
DATE: _________________________________
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD IN THE ENCLOSED ENVELOPE
