SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
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Check the appropriate box:
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14a-6(e)(2))
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[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
AMERICAN MORTGAGE ACCEPTANCE COMPANY
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<PAGE>
AMERICAN MORTGAGE
ACCEPTANCE COMPANY
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
on
June 14, 2000
-------------
April 30, 2000
To the Shareholders of American Mortgage Acceptance Company:
NOTICE IS HEREBY GIVEN THAT the 2000 Annual Meeting of American Mortgage
Acceptance Company ("AMAC") will be held Wednesday, June 14, 2000 at 3:00 P.M.
(local time), at the American Stock Exchange, 86 Trinity Place, New York, New
York for the following purposes:
(1) The election of three (3) Trustees for a term of one year to expire
in 2001.
(2) The transaction of such other business as may properly come before
the meeting or any adjournment thereof.
The Board of Trustees recommends a vote "FOR" each of the listed nominees.
The accompanying proxy statement contains additional information and should be
carefully reviewed by Shareholders.
The Board of Trustees has fixed the close of business on April 17, 2000 as
the record date for the determination of Shareholders entitled to notice of and
to vote at the meeting and any adjournment thereof.
By Order of the Board of Trustees
/s/ Stuart J. Boesky
Stuart J. Boesky
President and Chief Executive Officer
IT IS MOST IMPORTANT THAT YOU COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED
STAMPED, SELF-ADDRESSED PROXY CARD.
YOUR FAILURE TO PROMPTLY RETURN THE PROXY INCREASES THE OPERATING COSTS OF YOUR
INVESTMENT.
YOU ARE CORDIALLY INVITED TO PERSONALLY ATTEND THE MEETING, BUT YOU SHOULD
RETURN THE PROXY CARD WHETHER OR NOT YOU ATTEND THE MEETING.
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AMERICAN MORTGAGE ACCEPTANCE COMPANY
625 MADISON AVENUE
NEW YORK, NEW YORK, 10022
---------------
PROXY STATEMENT
---------------
ANNUAL MEETING OF SHAREHOLDERS
INTRODUCTION
The accompanying form of proxy is solicited on behalf of the Board of
Trustees of American Mortgage Acceptance Company ("AMAC") for use at the Annual
Meeting of Shareholders of AMAC (the "Meeting") to be held Wednesday, June 14,
2000 at 3:00 P.M. (local time), at the American Stock Exchange, 86 Trinity
Place, New York, New York and at any adjournments thereof. AMAC has first mailed
these proxy materials to holders (the "Shareholders") of shares of beneficial
interest of AMAC (the "Shares"), on or about May 1, 2000. AMAC's executive
offices are located at 625 Madison Avenue, New York, New York 10022 (telephone:
(212) 588-1765). Shareholders of record at the close of business on April 17,
2000 (the "Record Date") will be entitled to vote at the Meeting or any
adjournments thereof.
Shares represented by properly executed proxy cards received by AMAC at or
prior to the Meeting will be voted according to the instructions indicated on
the proxy card. If no instructions are given, the persons named on the proxy
card intend to vote the Shares so represented FOR the election of each of the
two nominees for re-election as Trustees.
Each proxy granted is revocable and may be revoked at any time prior to
its exercise by giving written notice to AMAC of its revocation by submission of
a duly executed proxy bearing a later date or by the vote of the Shareholder
cast in person at the Meeting.
The Board of Trustees recommends a vote "FOR" each of the Trustees.
As of April 17, 2000 approximately 3,838,630 Shares of AMAC were
outstanding, with each Share entitled to one vote on all matters that may come
before the Meeting.
Restructuring
On April 6, 1999, AMAC received the necessary consent from its
Shareholders to approve proposals (the "Proposals") to, among other things,
restructure from a closed-ended, finite-life REIT to a publicly traded,
open-ended, infinite-life operating REIT. In addition to the restructuring, the
Proposals, among other matters, permitted AMAC to modify its investment
objectives, to incur a specified amount of indebtedness and to list its Shares
on a national exchange.
Effective April 26, 1999, upon authorization by the Board of Trustees,
AMAC changed its name from "American Mortgage Investors Trust" to "American
Mortgage Acceptance Company". AMAC's Shares commenced trading on the American
Stock Exchange on July 1, 1999 under the symbol "AMC".
MANAGEMENT
Trustees and Officers
The Board of Trustees directs the management of the business and affairs
of AMAC, but retains Related AMI Associates, Inc. (the "Advisor") to manage the
Company's day-to-day affairs. The Board of
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Trustees delegates to the Advisor responsibilities with respect to, among other
things, overseeing the portfolio of assets of AMAC and the acquisition or
disposition of investments. During 1999, the Board of Trustees held ten
meetings. The average attendance in the aggregate of the total number of Board
and committee meetings was 90%.
The Trustees and Executive Officers of AMAC are as follows:
<TABLE>
<CAPTION>
Year First Became
Name Age Office Held Officer/Trustee Term Expires
- ---- --- ----------- --------------- ------------
<S> <C> <C> <C>
Stuart J. Boesky 43 Chairman of the Board,
Chief Executive Officer and
President 1991 2000
Peter T. Allen 54 Managing Trustee 1991 2000
Arthur P. Fisch 58 Managing Trustee 1991 2000
Alan P. Hirmes 45 Senior Vice President 1991 --
John B. Roche(1) 42 Senior Vice President and
Chief Financial Officer 1998 --
Bruce H. Brown 46 Senior Vice President 1999 --
Steven B. Wendel 37 Senior Vice President 1999 --
Mark J. Schlacter 49 Vice President 1993 --
Denise L. Kiley 40 Vice President 1999 --
Marc D. Schnitzer 39 Vice President 1999 --
John J. Sorel 39 Vice President 1999 --
Richard A. Palermo 39 Vice President, Treasurer,
Controller and Chief Accounting
Officer 1997 --
Teresa Wicelinski 34 Secretary 1998 --
</TABLE>
- ----------
(1) Mr. Roche has resigned, effective May 15, 2000. Mr. Hirmes has been
appointed interim Chief Financial Officer. AMAC is in the process of
hiring a new Chief Financial Officer.
Biographical information with respect to Messrs. Boesky, Allen and Fisch is set
forth under "PROPOSAL BEFORE THE MEETING ", below.
ALAN P. HIRMES is a Senior Vice President of AMAC and is the Senior Vice
President of the Advisor. Mr. Hirmes is also the sole shareholder of one of the
general partners of Related Capital Company ("Related"), the financial services
affiliate of The Related Companies, L.P. ("TRCLP")and is a Senior Managing
Director of Related, where he is responsible for overseeing the finance and
accounting departments, asset and portfolio management, and the joint venture
development program. Mr. Hirmes has been a Certified Public Accountant in New
York since 1978. Prior to joining Related in October 1983, Mr. Hirmes was
employed by Weiner & Co., certified public accountants. Mr. Hirmes graduated
from Hofstra
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University with a Bachelor of Arts degree. Mr. Hirmes also serves on the Board
of Trustees of Charter Municipal Mortgage Acceptance Company ("CharterMac") and
Aegis Realty, Inc. ("Aegis"), two companies that are also advised by affiliates
of the Advisor. Mr. Hirmes is a member of the audit committee.
JOHN B. ROCHE is a Senior Vice President and Chief Financial Officer of AMAC.
Mr. Roche is also a Senior Vice President of Related. Prior to joining the
Company, he was the Vice President and Chief Financial Officer of Emmes Asset
Management Company, a real estate and financial services firm. From 1991 through
1996, he was the Vice President of Finance of the Robert Martin Company, a
developer, owner and operator in Westchester County, New York. He spent six
years in Public Accounting with the firms of Peat Marwick & Mitchell and later,
Kenneth Leventhal & Co. He has been a Certified Public Accountant in New York
since 1986. Mr. Roche holds a Masters in Business Administration from the
Columbia Business School and a Bachelor of Arts in Accounting from Queens
College.
BRUCE H. BROWN is a Senior Vice President of AMAC and Related and is a director
of Related's Portfolio Management Group. He is responsible for overseeing the
administration of the firm's public registered debt and equity affiliates
encompassing the monitoring of the performance of each entity and each
investment. He is also responsible for Related's loan servicing activities with
respect to the firm's $600 million portfolio of tax exempt first mortgage bonds
and FNMA/GNMA insured and co-insured loan portfolio. Prior to joining Related in
1987, Mr. Brown was a real estate lending officer at the United States Trust
Company of New York and previously held management positions in the hotel and
resort industry with Helmsley-Spear and Westin Hotels. Mr. Brown graduated from
Colgate University with a Bachelor of Arts degree.
STEVEN B. WENDEL is a Senior Vice President of AMAC. Mr. Wendel is responsible
for the origination and acquisition of AMAC's mortgage products. Prior to
joining Related in June, 1999, Mr. Wendel was a Managing Director of the
commercial loan origination and securitization program at ContiFinancial
Corporation, which originated approximately $2.6 billion of commercial loans.
From 1989-1992, Mr. Wendel was a senior associate of the structured finance/MBA
rotational program at Coopers & Lybrand. From 1987-1989, he was a consultant at
Martin E. Segal Company, and from 1984-1987, he was a pricing analyst at
Metropolitan Life Insurance Company. Mr. Wendel holds his Masters in Business
Administration from the Stern School of Business Administration at New York
University and his Bachelor of Arts in economics from the University of
Pennsylvania.
MARK J. SCHLACTER is a Vice President of AMAC. Mr. Schlacter is a Vice President
of taxable mortgage acquisitions of Related, and has been with Related since
June 1989. Prior to joining Related, Mr. Schlacter garnered 16 years of direct
real estate experience covering retail and residential construction, single and
multifamily mortgage origination and servicing, commercial mortgage origination
and servicing, property acquisition and financing, and mortgage lending program
underwriting and development. He was a Vice President with Bankers Trust Company
from 1986 to June 1989, and held prior positions with Citibank, Anchor Savings
Bank and the Pyramid Companies covering the 1972-1986 period. Mr. Schlacter
holds a Bachelor of Arts degree in Political Science from Pennsylvania State
University and periodically teaches multifamily underwriting at the New York
University School of Continuing Education, Real Estate Institute.
DENISE L. KILEY is a Vice President of AMAC and is a Managing Director of
Related, responsible for overseeing the investment underwriting and approval of
all real estate properties invested in Related sponsored corporate, public and
private equity and debt funds. Prior to joining Related in 1990, Ms. Kiley had
experience acquiring, financing and managing the assets of multifamily
residential properties. From 1981 through 1985 she was an auditor with a
national accounting firm. Ms. Kiley holds a Bachelor of Science degree in
Accounting from Boston College and is a Member of the Affordable Housing
Roundtable.
MARC D. SCHNITZER is a Vice President of AMAC and is a Managing Director of
Related and Director of Related's Tax Credit Acquisitions Group. Mr. Schnitzer
received a Master of Business Administration
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degree from The Wharton School of The University of Pennsylvania in December
1987, and joined Related in January, 1988. From 1983 to 1986, Mr. Schnitzer was
a Financial Analyst in the Fixed Income Research Department of The First Boston
Corporation in New York. Mr. Schnitzer received a Bachelor of Science degree,
summa cum laude, in Business Administration from the School of Management at
Boston University.
JOHN SOREL is a Vice President of AMAC and is a Vice President of Related. Mr.
Sorel is responsible for overseeing construction risk management for AMAC. Prior
to joining Related in November, 1999, Mr. Sorel was a Vice President for
BankBoston in their real estate department from 1993-1999, where he originated
and managed over $150 million of corporate and construction loan facilities for
the low income housing tax credit industry. From 1991-1993, Mr. Sorel worked as
an Assistant Vice President for Recoll Management. Mr. Sorel holds a Bachelor of
Arts degree in Economics from Syracuse University.
RICHARD A. PALERMO is a Vice President, the Treasurer, Controller and Chief
Accounting Officer of AMAC. Mr. Palermo has been a Certified Public Accountant
in New York since 1985. Prior to joining Related in September 1993, Mr. Palermo
was employed by Sterling Grace Capital Management from October 1990 to September
1993, Integrated Resources, Inc. from October 1988 to October 1990 and E.F.
Hutton & Company, Inc. from June 1986 to October 1988. From October 1982 to June
1986, Mr. Palermo was employed by Marks Shron & Company and Mann Judd Landau,
certified public accountants. Mr. Palermo graduated from Adelphi University with
a Bachelor of Business Administration degree.
TERESA WICELINSKI is the Secretary of AMAC. Ms. Wicelinski joined Related in
June 1992, and prior to that date was employed by Friedman, Alprin & Green,
certified public accountants. Ms. Wicelinski graduated from Pace University with
a Bachelor of Arts Degree in Accounting.
Committees of the Board of Trustees
The Board of Trustees has standing Audit and Compensation Committees. The
Audit Committee's duties include the review and oversight of all transactions
with affiliates of AMAC, the periodic review of AMAC's financial statements and
meetings with AMAC's independent auditors. The Audit Committee is comprised of
Messrs. Allen, Fisch and Hirmes and had one meeting during AMAC's fiscal year
ended December 31, 1999.
The Compensation Committee's duties include the determination of
compensation, if any, of AMAC's executive officers and of the Advisor and the
administration of AMAC's Incentive Share Option Plan. The Compensation Committee
is comprised of Messrs. Allen and Fisch and did not hold any meetings during
AMAC's fiscal year ended December 31, 1999. The Compensation Committee must have
at least two members, each of which must be Independent Trustees.
The Advisor
The directors and executive officers of Related AMI Associates, Inc., are
set forth below. These officers of the Advisor may also provide services to AMAC
on behalf of the Advisor.
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Related AMI Associates, Inc.
<TABLE>
<CAPTION>
Year First Became
Name Age Offices Held Officer/Director
- ---- --- ------------ ----------------
<S> <C> <C> <C>
Stuart J. Boesky 43 Director and President 1991
Alan P. Hirmes 45 Senior Vice President 1991
Michael J. Brenner 54 Director 1999
Richard A. Palermo 39 Treasurer 1999
Teresa Wicelinski 34 Secretary 1998
</TABLE>
Biographical information with respect to Messrs. Hirmes and Palermo and Ms.
Wicelinski is set forth above and with respect to Mr. Boesky is set forth under
"PROPOSAL BEFORE THE MEETING", below.
MICHAEL J. BRENNER is a Director of the Advisor, and is the Executive Vice
President and Chief Financial Officer of TRCLP. Prior to joining TRCLP in 1996,
Mr. Brenner was a partner with Coopers & Lybrand, having served as managing
partner of its Industry Programs and Client Satisfaction initiatives from
1993-1996, managing partner of the Detroit group of offices from 1986-1993 and
Chairman of its National Real Estate Industry Group from 1984-1986. Mr. Brenner
graduated summa cum laude from the University of Detroit with a Bachelors degree
in Business Administration and from the University of Michigan with a Masters of
Business Administration, with distinction. Mr. Brenner also serves on the Board
of Directors of Aegis and the Board of Trustees of CharterMac.
Certain Relationships and Related Transactions
AMAC has and will continue to have certain relationships with the Advisor
and its affiliates. However, there have been no direct financial transactions
between AMAC and its Trustees and officers or the directors and officers of the
Advisor.
AMAC and the Advisor entered into an Advisory Agreement pursuant to which
the Advisor is obligated to use its best efforts to seek out and present to
AMAC, whether through its own efforts or those of third parties retained by it,
suitable and a sufficient number of investment opportunities which are
consistent with the investment policies and objectives of AMAC and consistent
with such investment programs as the Board of Trustees may adopt from time to
time in conformity with AMAC's Trust Agreement.
Although the Board of Trustees has continuing exclusive authority over the
management of AMAC, the conduct of its affairs and the management and
disposition of AMAC's assets, the Board of Trustees has initially delegated to
the Advisor, subject to the supervision and review of the Board of Trustees and
consistent with the provisions of the Trust Agreement, the power and duty to:
(i) obtain for AMAC, furnish and/or supervise the services necessary to perform
any ministerial functions in connection with the management of the day-to-day
operations of AMAC subject to the supervision of the Trustees; (ii) seek out and
present to AMAC, whether through its own efforts or those of third parties
retained by it, suitable and a sufficient number of investment opportunities
which are consistent with the investment objectives and policies of AMAC as
adopted by the Trustees from time to time; (iii) exercise absolute discretion,
subject to the Trustees' review, in decisions to originate, acquire, retain,
sell or negotiate for the prepayment or restructuring of mortgages and other
investments of AMAC; (iv) recommend investment opportunities consistent with
AMAC's investment objectives and policies and negotiate on behalf of AMAC with
respect to potential investments or the disposition thereof; (v) upon request,
cause an Affiliate to serve as the mortgagee of record for the Mortgages of AMAC
if such Affiliate is qualified to do so and in that capacity to hold escrows on
behalf of mortgagors in connection with the servicing of mortgages, which it
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may deposit with various banks including banks with which it may be affiliated;
(vi) obtain for AMAC such other services as may be required in acquiring or
disposing of investments, disbursing and collecting the funds of AMAC, paying
the debts and fulfilling the obligations of AMAC, and handling, prosecuting and
settling any claims of AMAC, including foreclosing and otherwise enforcing
mortgages and other liens securing investments; (vii) obtain for AMAC such
services as may be required for property management, mortgage brokerage and
servicing, and other activities relating to the investment portfolio of AMAC;
(viii) evaluate, structure and negotiate potential prepayments or sales of
mortgages and other investments and, if applicable, coordinate with government
agencies and Fannie Mae and Freddie Mac in connection therewith; (ix) monitor
annual Participating Interest Payments, monitor operations and expenses of the
Developments, and verify computations of annual Participating Interest Payments;
(x) from time to time, or as requested by the Trustees, make reports to AMAC as
to its performance of the foregoing services; (xi) do all things necessary to
assure its ability to render the services contemplated herein.
The Advisory Agreement is renewed annually by AMAC, subject to an
evaluation of the performance of the Advisor by the Board of Trustees. The
Advisory Agreement may be terminated (i) without Cause by the Advisor or (ii)
with or without Cause by a majority of the Independent Trustees, each without
penalty, and each upon 60 days' prior written notice to the non-terminating
party.
Pursuant to the terms of the Advisory Agreement, the Advisor is entitled
to receive the fees and other compensation set forth below:
Fees/Compensation/Points* Amount
------------------------- ------
Asset Management Fee Equal to .625% on existing Authorized
Mortgage Investments; .355% on new
Authorized Mortgage Investments; .355% on
investment grade Proposed Mortgage
Investments; .750% on non-investment grade
Proposed Mortgage Investments; and 1.000% on
unrated Proposed Mortgage Investments.**
Annual Incentive Fee Equal to the product of (A) 25% of the
dollar amount by which (1)(a) Funds From
Operations of the Company (before the
incentive fee) per Share (based on the
weighted average number Shares outstanding)
plus (b) gains (or minus losses) from debt
restructuring and sales of property per
Share (based on the weighted average number
of Shares outstanding), exceed (2) an amount
equal to (a) the weighted average of the
price per Share of the initial Offering
(i.e. $20 per Share) and the prices per
Share of any secondary offerings by the
Company multiplied by (b) the Ten-Year U.S.
Treasury Rate plus two percent per annum,
multiplied by (B) the weighted average
number of shares outstanding during such
year. The Advisor will not receive this fee
unless the Shareholders have received a
minimum annual distribution of $1.45 per
Share.
Origination Points Paid by borrowers with respect to first $100
million of new Mortgage Investments (1% of
principal amount to Advisor, balance to
Company). Thereafter, 100% of all
origination points will be earned and
retained by the Company.
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Special Servicing Fees Related Mortgage Company, an affiliate of
the Advisor, will receive fees from the
Company to the extent that it acts as a
special servicer with respect to the
Mortgage Loans underlying CMBS in which the
Company owns a Subordinated Interest. Those
fees would be i) a special servicing fee
equal to 25 basis points per annum paid on
the specially serviced loan, (ii) a work-out
fee equal to 1% of collections on loans
which return to current status and remain
current for three consecutive months, and
(iii) liquidation fees equal to 1% of net
proceeds from any specially serviced
mortgage loan or real estate owned property.
Operating Expense
Reimbursement For actual expenses incurred by the Advisor
on behalf of AMAC in order to perform
administrative services for AMAC.
Cap on Operating Expenses The annual Total Operating Expenses of AMAC
may not exceed the greater of: (i) 2% of the
Average Invested Assets of AMAC or (ii) 25%
of AMAC's Net Income, as such terms are
defined in AMAC's Second Amended and
Restated Declaration of Trust, dated as of
April 6, 1999.
Incentive Share Options The Advisor may receive options to acquire
additional Shares pursuant to AMAC's
Incentive Share Option Plan only if AMAC's
distributions in any year exceed $1.45 per
Share, and the Compensation Committee of the
Board of Trustees determines to grant such
options.
- ----------
* The Advisor is also permitted to earn miscellaneous compensation which may
include, without limitation, construction fees, escrow interest, property
management fees, leasing commissions and insurance brokerage fees. The payment
of any such compensation is generally limited to the competitive rate for the
services being performed.
** "Authorized Mortgage Investments" means investments authorized under AMAC's
original investment policy, which include originated Mortgages, acquired
Mortgages and additional loans (and within such terms are also included REMICS,
CMOs, GNMA, FHA and FHLMC Pass-Through Certificates). "Proposed Mortgage
Investments" means uninsured mortgage loans, construction loans, bridge loans,
mezzanine loans, mortgage derivatives, commercial mortgage backed securities
("CMBS") and subordinated interests (including subordinated interests in CMBS).
The Advisor may engage in other business activities related to real
estate, mortgage investments or other investments whether similar or dissimilar
to those made by AMAC, or act as Advisor to any other person or entity having
investment policies whether similar or dissimilar to those of AMAC. Before the
Advisor, the officers and directors of the Advisor and all persons controlled by
the Advisor and its officers and directors may take advantage of an opportunity
for their own account or present or recommend it to others, they are obligated
to present such investment opportunity to AMAC if (i) such opportunity is of a
character which could be taken by AMAC, (ii) such opportunity is compatible with
AMAC's investment objectives and policies and (iii) AMAC has the financial
resources to take advantage of such opportunity.
The Trust Agreement and Advisory Agreement provide that AMAC will
indemnify the Advisor and its affiliates under certain circumstances.
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The Advisor is entitled to subcontract its obligations under the Advisory
Agreement to an affiliate. In accordance with the foregoing, the Advisor has
assigned its rights and obligations to Related.
Security Ownership of Certain Beneficial Owners and Management
As of April 17, 2000, one person was known by AMAC to be the beneficial
owner of more than five percent of the outstanding Shares of AMAC.
Amount and Nature of
Name and Address Beneficial Ownership Percent of Class
- ---------------- -------------------- ----------------
J. Michael Fried
Phoenix Realty Group
535 Madison Avenue
New York, NY 10022 191,975 Shares(1)(2) 5.00%
(1) Mr. Fried owns beneficially and of record 182,700 Shares. 77,200 of the
Shares are held in an account of which Mr. Fried is the sole owner.
105,500 Shares are held by Mr. Fried in a joint account with Janet C.
Fried, Mr. Fried's wife, however Mr. Fried has sole voting and dispositive
power with respect to all of the shares. In addition to the 182,700
Shares, Mr. Fried is the beneficial owner of a 19.2% economic interest in
the Advisor. The Advisor is the beneficial owner of 48,308 Shares of AMAC.
Pursuant to an agreement between an affiliate of the Advisor and Mr.
Fried, Mr. Fried disclaims any voting or dispositive power with respect to
the Shares held by the Advisor, although Mr. Fried may be deemed to be the
beneficial owner of 9,275 of the Shares held by the Advisor.
(2) The ownership of Common Shares reported herein is based upon Mr. Fried's
13-D filings with the Securities and Exchange Commission.
As of April 17, 2000, Trustees and senior officers of AMAC and members and
senior officers of the Advisor own directly or beneficially Shares of AMAC as
follows:
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<TABLE>
<CAPTION>
Amount and Nature of
Name Title Beneficial Ownership Percent of Class
- ---- ----- -------------------- ----------------
<S> <C> <C> <C>
Stephen M. Ross Majority shareholder of
the Advisor 48,308 Shares(1) 1.26%(2)
Alan P. Hirmes Senior Vice President 60,308 Shares(1) 1.57%(2)
of AMAC and SVP of
the Advisor
Stuart J. Boesky Chairman, President and 63,808 Shares(1) 1.66%(2)
CEO of AMAC and Director
and President of the Advisor
Peter T. Allen Trustee of AMAC 0 Shares --
Arthur P. Fisch Trustee of AMAC 0 Shares --
John B. Roche CFO & SVP of AMAC 0 Shares --
Bruce H. Brown Senior VP of Related Charter 0 Shares --
Steven B. Wendel Senior VP of Related Charter 0 Shares --
All Senior Officers and Trustees of AMAC
and the Advisor as a group (8 persons) 75,308 Shares(1) 1.96%
</TABLE>
- ------------
(1) 48,308 of these Shares are owned by the Advisor, of which Messrs. Ross,
Hirmes and Boesky, combined, own a majority of the economic interest
(2) Percentage of class is calculated as if Messrs. Ross, Hirmes and Boesky
each owned 100% of the Shares owned by the Advisor. The economic ownership
of the Advisor is as follows: Mr. Ross owns a 67.2% economic interest; Mr.
Fried owns a 19.2% economic interest, Mr. Hirmes owns a 6.8% economic
interest; and Mr. Boesky owns a 6.8% economic interest.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
AMAC's officers and trustees, and persons who own more than ten percent of a
registered class of AMAC's equity securities, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission (the
"Commission"). These persons are required by regulation of the Commission to
furnish AMAC with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, AMAC believes that during the fiscal year ended
December 31, 1999, AMAC's officers, trustees and greater than ten percent
beneficial owners complied with all applicable Section 16(a) filing
requirements.
PROPOSAL BEFORE THE MEETING
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Election of Trustees
At the Meeting, three Trustees are to be elected for one year terms
expiring in 2001. All of the nominees are currently Trustees of AMAC. Trustees
are elected by a majority of the votes cast (assuming the presence of a quorum
consisting of a majority of the Shareholders whether present in person or by
proxy).
Unless Shareholders otherwise specify, the Shares represented by the
proxies will be voted "FOR" the indicated nominees for election as Trustees. If
for any reason any of the nominees become unavailable for election, the proxies
solicited will be voted for such nominees as are selected by the Board. The
Board has no reason to believe that any of the nominees will be unable or
unwilling to continue to serve as a Trustee if elected. However, in the event
that any nominee should be unable or for good cause unwilling to serve, the
Shares represented by proxies received will be voted for another nominee
selected by the Board. The Board of Trustees recommends a vote FOR each of the
listed nominees.
The following table sets forth information with respect to each nominee
nominated to serve as a Trustee for a term to expire in 2001.
Name of Trustee/
Nominee for
Election Age Principal Occupation
Stuart J. Boesky 43 Mr. Boesky is Chairman, the President and Chief
Executive Officer of AMAC and is the President and
Director of the Advisor. Mr. Boesky practiced real
estate and tax law in New York City with the law
firm of Shipley & Rothstein from 1984 until February
1986 when he joined Related. From 1983 to 1984, Mr.
Boesky practiced law with the Boston law firm of
Kaye, Fialkow, Richmond & Rothstein (which
subsequently merged with Strook & Strook & Lavan)
and from 1978 to 1980 was a consultant specializing
in real estate at the accounting firm of Laventhol &
Horwath. Mr. Boesky is the sole shareholder of one
of the general partners of Related. Mr. Boesky
graduated from Michigan State University with a
Bachelor of Arts degree and from Wayne State School
of Law with a Juris Doctor degree. He then received
a Master of Laws degree in Taxation from Boston
University School of Law. Mr. Boesky also serves on
the Board of Directors of Aegis and the Board of
Trustees of CharterMac.
Peter T. Allen 54 Mr. Allen is a Trustee and is the President of Peter
Allen & Associates, Inc., a real estate development
and management firm, in which capacity he has been
responsible for the leasing, refinancing and
development of major commercial properties. Mr.
Allen has also been an Adjunct Professor of the
Graduate School of Business at the University of
Michigan since 1981. Mr. Allen received a Bachelor
of Arts Degree in history/economics from DePauw
University and a Masters Degree in Business
Administration with Distinction from the University
of Michigan. Mr. Allen has been an Independent
Director since 1991 and is a member of the Audit and
Compensation Committees. Mr. Allen also serves on
the Board of Trustees of CharterMac and on the Board
of Directors of Aegis.
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Arthur P. Fisch 58 Mr. Fisch is a Trustee and is an attorney in private
practice specializing in real property and
securities law since October 1987, with Arthur P.
Fisch, P.C. and Fisch & Kaufman. From 1975-1987, Mr.
Fisch was employed by E.F. Hutton & Company, serving
as First Vice President in the Direct Investment
Department from 1981-1987 and associate general
counsel from 1975-1980 in the legal department. As
First Vice President, he was responsible for the
syndication and acquisition of residential real
estate. Mr. Fisch received a B.B.A. from Bernard
Baruch College of the City University of New York
and a Juris Doctor degree from New York Law School.
Mr. Fisch is admitted to practice law in New York
and Pennsylvania. Mr. Fisch has been an Independent
Director since 1991 and is a member of the Audit and
Compensation Committees. Mr. Fisch also serves on
the Board of Trustees of CharterMac and the Board of
Directors of Aegis.
EXECUTIVE COMPENSATION
Trustees and Management
AMAC has eleven executive officers and three Trustees (two of whom are
Independent Trustees). AMAC does not pay or accrue any fees, salaries or other
forms of compensation to its officers other than options which may be received
under the Share Option Plan. Independent Trustees receive compensation for
serving as Independent Trustees at the rate of $10,000 per year payable in cash,
in addition to an expense reimbursement for attending meetings of the Board of
Trustees.
The Advisor, at its expense, provides all personnel necessary to conduct
AMAC's regular business. The Advisor receives various fees for advisory and
other services performed under the Advisory Agreement, as further described in
the "MANAGEMENT - Certain Relationships and Related Transactions" section of
this Proxy Statement. An affiliate of the Advisor pays all salaries, bonuses and
other compensation (other than options which may be received under the Share
Option Plan) to the officers of AMAC and the Advisor. Certain members and
officers of the sole general partner of the Advisor and certain officers of AMAC
receive compensation from the Advisor and its affiliates for services performed
for various affiliated entities, which may include services performed for AMAC.
Such compensation may be based in part on the performance of AMAC; however, the
Advisor believes that any compensation attributable to services performed for
AMAC is immaterial.
Share Option Plan
AMAC has adopted an Incentive Share Option Plan (the "Plan"), the purpose
of which is (i) to attract and retain qualified persons as trustees and officers
and (ii) to incentivize and more closely align the financial interests of the
Advisor, its employees and officers and the officers and employees of affiliates
of the Advisor with the interests of the Shareholders by providing the Advisor
with substantial financial interest in AMAC's success. The Compensation
Committee, which is comprised of Messrs. Allen and Fisch, administers the Plan.
Pursuant to the Plan, if AMAC's distributions per Share in the immediately
preceding calendar year exceed $1.45 per Share, the Compensation Committee has
the authority to issue options to purchase, in the aggregate, that number of
Shares which is equal to three percent of the Shares outstanding as of December
31 of the immediately preceding calendar year, provided that the Compensation
Committee may only issue, in the aggregate, options to purchase a maximum number
of Shares over the life of the Plan equal to 383,863 Shares ( i.e. 10% of the
Shares outstanding on April 6, 1999, the date the Proposals were approved).
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<PAGE>
Subject to the limitations described in the preceding paragraph, if the
Compensation Committee does not grant the maximum number of options in any year,
then the excess of the number of authorized options over the number of options
granted in such year will be added to the number of authorized options in the
next succeeding year and will be available for grant by the Compensation
Committee in such succeeding year.
All options granted by the Compensation Committee will have an exercise
price equal to or greater than the fair market value of the Shares on the date
of the grant. The maximum option term is ten years from the date of grant. All
Share options granted pursuant to the Incentive Share Option Plan may vest
immediately upon issuance or in accordance with the determination of the
Compensation Committee. In 1999, AMAC distributed $1.45 per Share; therefore,
the Compensation Committee was not authorized to issue options for the year
ended December 31, 1999.
Report of the Compensation Committee
The Compensation Committee is comprised of two Independent Trustees
(Messrs. Allen and Fisch). The role of the Compensation Committee is to
administer the policies governing the Plan. Because AMAC does not pay salaries
and bonuses to the officers of AMAC or the Advisor, the Compensation Committee
does not determine executives' salary levels. Subject to the restrictions
contained in the Plan, option compensation is intended to be set at a level
competitive with the amounts paid to the management of similarly sized companies
in similar industries. The Committee also evaluates the performance of
management when determining the number of options to be issued.
AMAC's grants of stock options are structured to link the compensation of
the officers of AMAC and the officers of the Advisor with AMAC's performance.
Through the establishment of the Plan, AMAC has aligned the financial interests
of its executives (and the executives of the Advisor) with the results of AMAC's
performance, which is intended to enhance Shareholder value. The Compensation
Committee may only grant options if certain performance levels are met and is
limited in the number of options which may be granted each year (See "Share
Option Plan" above). The amount of options which may be granted will be set at
levels that the Compensation Committee believes to be consistent with others in
AMAC's industry, with such compensation contingent upon AMAC's level of annual
and long-term performance.
Section 162 (m) was added to the Internal Revenue Code as part of the
Omnibus Budget Reconciliation Act of 1993. Section 162 (m) limits the deduction
for compensation paid to the Chief Executive Officer and the other executive
officers to the extent that compensation of a particular executive exceeds
$1,000,000 (less the amount of any "excess parachute payments" as defined in
Section 280G of the Code) in any one year. However, under Section 162(m), the
deduction limit does not apply to certain "performance-based" compensation
established by an independent compensation committee which conforms to certain
restrictive conditions stated under the Code and related regulations. It is
AMAC's goal to have compensation paid to its five most highly compensated
officers qualify as performance based compensation deductible for federal income
tax purposes under Section 162 (m). Given the fact that AMAC is externally
managed and the only compensation that currently may be paid to its executives
are options pursuant to the Plan, it is unlikely that Section 162 (m) will
present any concerns.
COMPENSATION COMMITTEE
Peter T. Allen
Arthur P. Fisch
Stock Performance Graph
The following stock performance graph compares AMAC's performance to the
S&P 500 and the NAREIT Mortgage REIT Index. The graph assumes a $100 investment
on July 1, 1999. All stock price performance figures includes the reinvestment
of dividends.
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<PAGE>
Cumulative Total Return
7/1/99 12/31/99
------ --------
AMAC $100 $ 74.05
S&P 500 100 107.71
NAREIT MORTGAGE INDEX 100 58.84
INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche LLP have been and are presently the independent auditors
for AMAC. Representatives of Deloitte & Touche LLP are expected to be present at
the Meeting and to be available to respond to appropriate questions from
Shareholders.
EXPENSES OF SOLICITATION
The cost of soliciting proxies will be borne by AMAC. Brokers and nominees
should forward soliciting materials to the beneficial owners of the Shares held
of record by such person, and AMAC will reimburse them for their reasonable
forwarding expenses. In addition to the use of the mails, proxies may be
solicited by trustees, officers and regular employees of AMAC and the Advisor by
personal interview or telephone.
VOTING PROCEDURES
Equiserve, LP (the "Inspector") has been appointed the inspector of
elections. The Inspector will count all votes cast, in person or by submission
of a properly executed proxy, received at or prior to the Meeting. Abstentions
and "broker non-votes" (nominees holding Shares for beneficial owners who have
not voted on a specific matter) will be treated as present for purposes of
determining whether a quorum is present at the Meeting. However, abstentions and
broker non-votes will have no effect on the vote because the vote required is a
plurality of the votes actually cast (assuming the presence of a quorum).
SHAREHOLDER PROPOSALS
Any proposal by a Shareholder of AMAC intended to be presented at the 2001
Annual Meeting of Shareholders must be received by AMAC at its principal
executive office not later than January 6, 2001 for inclusion in AMAC's proxy
statement and form of proxy relating to that meeting. Any such proposal must
also comply with other requirements of the proxy solicitation rules of the
Securities and Exchange Commission.
ANNUAL REPORT ON FORM 10-K
UPON WRITTEN REQUEST BY ANY SHAREHOLDER ENTITLED TO VOTE AT THE MEETING,
AMAC WILL FURNISH THAT PERSON WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON FORM
10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 WHICH IS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES THERETO. Requests should be addressed to Veronica Hunt at American
Mortgage Acceptance Company, 625 Madison Avenue, New York, New York 10022-1801.
OTHER BUSINESS
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The Board of Trustees does not know of any other matters to be brought
before the Meeting except those set forth in the notice thereof. If other
business is properly presented for consideration at the Meeting, it is intended
that the proxies will be voted by the persons named therein in accordance with
their judgment on such matters.
It is important that your Shares be represented at the Meeting. If you are
unable to be present in person, please complete, date, sign and return the
enclosed stamped, self-addressed proxy-card. Your failure to do so will increase
the costs of operating AMAC and decrease the return on your investment.
By Order of the Board of Trustees
/s/ Stuart J. Boesky
April 30, 2000 Stuart J. Boesky
Chairman, President and Chief Executive Officer
16
<PAGE>
[AMAC Logo]
Proxy
AMERICAN MORTGAGE ACCEPTANCE COMPANY
625 Madison Avenue
New York, New York 10022
SOLICITED BY THE BOARD OF TRUSTEES
FOR THE ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Alan P. Hirmes, with the power to appoint his
substitute, and hereby authorizes him to represent and to vote, as designated on
the reverse side, all shares of beneficial interest of American Mortgage
Acceptance Company ("AMAC") held of record by the undersigned on April 17, 2000
at the Annual Meeting of Shareholders to be held on June 14, 2000 and any
adjournments thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED, IF NO
DIRECTION IS GIVEN WITH RESPECT TO A PARTICULAR PROPOSAL. THIS PROXY WILL BE
VOTED FOR SUCH PROPOSAL.
PLEASE MARK, DATE, SIGN, AND RETURN THIS PROXY CARD PROMPTLY, USING THE
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
[SEE REVERSE SIDE] [SEE REVERSE SIDE]
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
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<PAGE>
Dear Shareholder:
Please take note of the important information enclosed with this Proxy. There
are a number of issues related to the operation of AMAC that require your
immediate attention.
Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.
Please mark the boxes on the proxy card to indicate how your shares will be
voted. Then sign the card, detach it and return your proxy in the enclosed
postage paid envelope.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
American Mortgage Acceptance Company
- --------------------------------------------------------------------------------
DETACH HERE
[X] Please mark votes as in this example.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS
1. Election of Trustees. 2. In their discretion, the proxies are
Nominees: Stuart J. Boesky, authorized to vote upon any other
Peter T. Allen business that may properly come before
Arthur P. Fisch the meeting.
FOR WITHELD
[ ] [ ]
[ ] ________________________________________
For both nominees except as noted above
MARK HERE FOR ADDRESS CHANGE AND NOTE AT RIGHT [ ]
Please sign exactly as name appears hereon. Joint owners should each sign.
Executors, administrators, trustees, guardians or other fiduciaries should
give full title as such. If signing for a corporation, please sign in full
corporate name by a duly authorized officer.
Signature:___________________________ Date:______________
Signature:___________________________ Date:______________
18
