SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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American Mortgage Investors Trust
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(Name of Registrant as Specified In Its Organizational Documents)
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700501.15
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SAMPLE SCRIPT
AMERICAN MORTGAGE INVESTORS TRUST
CONSENT STATEMENT
Hello, Mr./Mrs. ______________________________
This is _____________________ calling on behalf of American Mortgage Investors
Trust ("AMIT" or the "Company").
As you know, AMIT recently mailed you a Consent Statement. We hope you received
the documents. HAVE YOU?
I am calling to answer any questions you may have about the proposals presented
in the Consent Statement and to review with you the reasons the Board of
Trustees (the "Board") of AMIT believes voting for the proposals may make sense
for you. Whether or not it does, of course, depends on your current and
anticipated future investment circumstances.
Please allow me to give you some background on the proposal. AMIT is currently a
closed-ended, finite-life mortgage REIT that is not permitted to raise
additional funds or, after November 2000, invest in additional mortgage
investments. AMIT currently owns a portfolio of five FHA-insured mortgages on
multi-family properties. The Company was formed to be held by investors until
the assets were liquidated, which at the earliest was expected to be between
2004 and 2009.
The proposal contemplates the conversion of AMIT into an open-ended,
infinite-life publicly traded mortgage REIT. If the proposal is approved, the
Company's stock will be listed for trading on the American Stock Exchange and
the Company will adopt a new investment strategy that would allow the Company to
use a limited amount of borrowed funds to make additional government insured
mortgage investments (similar to those already owned by the Company), together
with potentially higher yielding uninsured mortgage investments.
Additionally, the new investment strategy will allow the Company to grow
through the issuance of additional debt and equity securities as well as the
reinvestment of proceeds as they become available from the prepayment or
maturity of the existing mortgage portfolio.
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Before reviewing the advantages of the proposal, let me take a moment to discuss
the possible disadvantages. The Consent Statement contains a complete list of
the risk factors, the most significant of which are as follows:
1. The Company may not be able to successfully operate as an infinite-life
entity.
2. Use of additional borrowings - debt can reduce the net income available
for distribution to shareholders.
3. Price fluctuations due to listing
4. Potential dilution - shareholders will be subject to potential dilution
from future equity offerings.
5. Continuing fees to Advisor - the aggregate amount of fees paid to the
Advisor and its affiliates will be more than under the current business
plan if the Company is successful in acquiring additional mortgage assets
because the asset base on which such fees are calculated will increase.
Turning now to the proposal's advantages, the Company's new investment strategy
will give the Company an opportunity to increase its earnings and, in turn, make
it possible to maintain the current $1.45 per share distribution rate (7.25%
based on the original $20 share). Increased earnings may eventually lead to an
increase in the distributions to shareholders, although there can be no
assurances that such results will be achieved. As you are aware from AMIT's
prior quarterly reports, in order to maintain the 7.25% distribution level, the
Advisor to the Company has been voluntarily deferring its fees. The
distributions have also been augmented with the proceeds of early maturing short
term investments.
Additionally, it has been reported to shareholders that future quarterly
distributions may be reduced to an amount which is consistent with the actual
earnings of the Company. Absent approval of the proposals, it is likely that the
Company will be forced to suspend distributions for several quarters, until fees
which are owed to the Advisor are paid. Thereafter, it is likely that
distributions would resume at a lower rate (4% to 5%) consistent with the
Company's current level of earnings.
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There are several additional reasons why you should consider voting "Yes":
1. Listing of the Shares on the AMEX - shareholders would have the
opportunity to benefit from increased value which may be realized by
participation in the trading market for REIT securities;
2. Once the shares are listed, if you wish to sell, the AMEX is a more
efficient method of liquidity than the present redemption plan;
3. Permanent Subordination of deferred fees to the Advisor;
4. Elimination of the acquisition and disposition fees payable to the
Advisor.
In order for the new business plan to move forward, all of the proposals must be
adopted by a majority vote of the shareholders. Therefore, the Board asks you to
consider and vote "Yes" in the space provided for approval of all of the
proposals outlined in the Consent Statement. Your financial planner has been
supplied with information about the proposals and should have general knowledge
about the proposal. Should your financial planner have any questions please have
him/her contact me at _________. I would be happy to answer any questions he/she
may have.
Thank you for your time.
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