As filed with the Securities and Exchange Commission on November 17, 2000
Registration No. 333-50041
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3D
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THORNBURG MORTGAGE, INC.
(Exact name of registrant as specified in its charter)
119 EAST MARCY STREET
SANTA FE, NEW MEXICO 87501
(505) 989-1900
(Name, address and telephone number of Registrant)
MARYLAND 85-0404134
(State or other jurisdiction of (I.R.S. Identification No.)
Employer incorporation or organization)
GARRETT THORNBURG, CHAIRMAN
THORNBURG MORTGAGE, INC.
119 EAST MARCY STREET
SANTA FE, NEW MEXICO 87501
(505) 989-1900
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
MICHAEL B. JEFFERS, ESQ.
JEFFERS, SHAFF & FALK, LLP
18881 VON KARMAN AVENUE, SUITE 1400
IRVINE, CALIFORNIA 92612
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: as soon as
effective
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [X]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
Registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 (the "Amendment") to the Registration
Statement on Form 3-D (File No. 333-50041) of Thornburg Mortgage, Inc. (the
"Registration Statement") is being filed for the sole purpose of updating
certain schedules and/or exhibits previously filed with the Registration
Statement and/or filing additional exhibits and, accordingly, shall become
effective immediately upon filing with the Securities and Exchange Commission
(the "Commission"). After giving effect to this Amendment, the Registration
Statement as filed with the Commission at the time it became effective on
September 24, 1997, as supplemented by this Amendment.
<PAGE>
PROSPECTUS
----------
THORNBURG MORTGAGE, INC.
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
The Dividend Reinvestment and Stock Purchase Plan (the "Plan") of Thornburg
Mortgage, Inc. (the "Company") provides both existing shareholders of the
Company's common stock ("Common Stock") and preferred stock ("Preferred Stock")
(the "Shareholders") of the Company and interested new investors with a
convenient and cost effective method to purchase shares of the Common Stock. A
participant in the Plan may purchase additional shares of Common Stock by
reinvesting some or all cash dividends paid on the Company's outstanding Common
Stock and Preferred Stock (collectively, the "Company Stock"). Shareholders
that elect to participate in the Plan may also make monthly optional cash
purchases ("Optional Cash Purchases") that are subject to a minimum monthly
purchase limit of $100 and a maximum monthly purchase limit of $5,000.
Interested investors not currently shareholders may make initial cash purchases
("Initial Cash Purchases") that are subject to a minimum monthly purchase limit
of $500 and a maximum monthly purchase limit of $5,000. The aggregate number of
shares of Common Stock that may be purchased and issued through the Optional and
Initial Cash Purchases shall not exceed 2,150,000 shares. The price to be paid
for each share of Common Stock purchased directly from the Company under the
Plan will be a price equal to the Market Price (as defined herein) of Common
Stock less a discount ranging from 0% to 5% (the "Discount Rate"). The price of
the shares of Common Stock purchased on the open market will be the average
price of all shares of Common Stock purchased for all Participants (as defined
herein) in the Plan without any discount.
This Prospectus relates to the offer and sale of 4,714,345 authorized but
unissued shares of Common Stock under the Plan, of which not more than 2,150,000
may be issued through the Optional and Initial Cash Purchases. Participants
should retain this Prospectus for future reference. The Company's Common Stock
and Preferred Stock are listed on the New York Stock Exchange under the symbols
"TMA" and "TMAPrA," respectively.
Plan Highlights:
- Any registered shareholder may elect to participate in the Plan.
- Interested investors, not currently shareholders of the Company,
may make their initial investment in the Company through the
Plan.
- 0% to 5% discount on shares of Common Stock purchased directly
from the Company.
- No brokerage fees on purchases made in the open market unless in
excess of 5%.
- Certificate safekeeping in book entry form at Continental Stock
Transfer & Trust Company, at no charge to Participant.
- Full or partial dividend reinvestment options.
- Optional and Initial Cash Purchases.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
No person has been authorized to give any information or to make any
representations not contained in this Prospectus regarding the Company or the
offering made hereby and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company. This
Prospectus does not constitute an offer to sell or a solicitation of an offer to
buy any securities other than the securities to which it relates, nor does it
constitute an offer to or solicitation of any person in any jurisdiction in
which such offer or solicitation would be unlawful. Neither delivery of this
Prospectus nor any sale made hereunder shall create an implication that
information contained herein is correct as of any time subsequent to the date
hereof.
The date of this Prospectus is November 17, 2000.
1
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copies (at prescribed rates) at the public reference facilities maintained by
the Commission at 450 Fifth Street N.W., Washington, D.C. 20549, and at its
Regional Offices located at Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center, Suite 1300, New
York, New York 10048. The Company files information electronically with the
Commission, and the Commission maintains a web site that contains reports, proxy
and information statements and other information regarding registrants
(including the Company) that file electronically with the Commission. The
address of the Commission's web site is (http://www.sec.gov).
This Prospectus constitutes a part of a Registration Statement on Form S-3D
together with all exhibits referred to in the Registration Statement (the
"Registration Statement") filed by the Company with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"). This Prospectus
omits certain information contained in the Registration Statement, and reference
is hereby made to the Registration Statement for further information with
respect to the Company and the shares offered hereby. Any statement contained
or incorporated by reference herein concerning the provisions of any document is
not necessarily complete and, in each instance, reference is made to the copy of
such document filed as an exhibit to the Registration Statement or otherwise
filed with the Commission. Each such statement is qualified in its entirety by
such statement.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, filed with the Commission pursuant to the Exchange
Act, are incorporated by reference in this Prospectus:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1999, including exhibits thereto; and
2. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A under the Exchange Act,
including any amendment or report filed to update the description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, prior to filing a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities offered hereby then remaining unsold, shall be deemed to be
incorporated by reference herein and shall be deemed to be a part hereof from
the date of the filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified, superseded or replaced by a statement or information contained in
any other subsequently filed document incorporated herein by reference. Any
such statement so modified, superseded or replaced shall not be deemed, except
as so modified, superseded or replaced, to constitute a part of this Prospectus.
Anyone receiving a copy of this Prospectus may obtain, without charge, a
copy of any of the documents incorporated by reference herein, except for any
exhibits to such documents. Written requests should be mailed to Thornburg
Mortgage, Inc., 119 E. Marcy Street, Santa Fe, New Mexico 87501, or call (505)
989-1900.
2
<PAGE>
THE COMPANY
Thornburg Mortgage, Inc., including subsidiaries, (the "Company") is a
mortgage acquisition company that primarily invests in adjustable-rate mortgage
("ARM") assets comprised of ARM securities and ARM loans, thereby providing
capital to the single-family residential housing market. ARM securities
represent interests in pools of ARM loans, which often include guarantees or
other credit enhancements against losses from loan defaults. While the Company
is not a bank or savings and loan, its business purpose, strategy, method of
operation and risk profile are best understood in comparison to such
institutions. The Company leverages its equity capital using borrowed funds,
invests in ARM assets and seeks to generate income based on the difference
between the yield on its ARM assets portfolio and the cost of its borrowings.
The corporate structure of the Company differs from most lending institutions in
that the Company is organized for tax purposes as a real estate investment trust
("REIT") and therefore generally passes through substantially all of its
earnings to shareholders without paying federal or state income tax at the
corporate level. In 1999, the Company formed a new qualified REIT subsidiary,
Thornburg Mortgage Home Loans, Inc. ("TMHL") to originate loans for the Company
according to the Company's underwriting guidelines. TMHL received its HUD
license during the second quarter of 2000 and commenced marketing and
originating ARM loans for the Company's portfolio during the third quarter of
2000.
DIVIDEND AND DISTRIBUTION POLICY
The Company intends to pay dividends and to make such distributions to its
shareholders in amounts such that all or substantially all of its taxable income
in each year, subject to certain adjustments, is distributed so as to qualify
for the tax benefits accorded to a REIT under the Internal Revenue Code of 1986
(the "Code"). Taxable income, if any, not distributed through regular dividends
will be distributed annually in a special dividend. Such dividend must be
declared prior to the timely filing of the Company's tax return for such year
and paid not later than the next regular dividend payment date after such
declaration. All distributions will be made by the Company at the discretion of
the Board of Directors and will depend on the earnings of the Company, financial
condition of the Company, maintenance of REIT status and such other factors as
the Board of Directors may deem relevant from time to time.
USE OF PROCEEDS
The net proceeds to the Company from the sale of shares of Common Stock
offered hereby will be used for general corporate purposes.
SUMMARY OF THE PLAN
The Plan provides Shareholders and other investors with a convenient and
economical way to purchase shares of Common Stock through the reinvestment of
all or a portion of their cash dividends paid on Company Stock in additional
shares of Common Stock. There is no minimum or maximum limitation on the amount
of dividends a Participant may reinvest under the Plan. In addition to the
reinvestment of dividends, Shareholders who are Participants in the Plan may
invest additional funds through Optional Cash Purchases of not less than $100
and not more than $5,000 per month (except in cases covered by a Request for
Waiver, as discussed below). Persons not currently Shareholders of the Company
may become Participants by making an Initial Cash Purchase of not less than $500
and not more than $5,000 to purchase shares under the Plan (except in cases
covered by a Request for Waiver). For purposes of these limitations, all Plan
accounts under the common control or management of a Participant may be
aggregated at the Company's sole discretion. A Participant may only make
Optional Cash Purchases and Initial Cash Purchases (collectively "Cash
Purchases") in excess of $5,000 upon acceptance by the Company of a completed
Request for Waiver form.
To fulfill Plan requirements, shares of Common Stock may be purchased
directly from the Company or, at the Company's election, in the open market or
in privately negotiated transactions. Shares purchased directly from the
Company under the Plan (whether in connection with Cash Purchases of $5,000 or
less per month or reinvestment of dividends) may be issued at a discount of 0%
to 5% (the "Discount Rate") below the Market Price for Dividend Reinvestments
and the Market Price for Cash Purchases (both as defined herein), subject to
change from time to time or discontinuance at the Company's discretion, without
prior notice to Participants, after a review of current market conditions, the
level of participation in the Plan, the Company's current and projected capital
needs, and the Company's need to maintain its status as a REIT for tax purposes.
The Company may establish a different discount ranging from 0% to 5% (the
"Waiver Discount") regarding shares purchased from the Company for Cash
Purchases exceeding $5,000 per month and approved by the Company pursuant to a
Request for Waiver. The Company may also, without prior notice to Participants,
change its determination that shares of Common Stock will be purchased by the
Plan's Agent (as defined herein) directly from the Company or on the open
market. No discount will be offered on shares purchased under the Plan in the
open market or in privately negotiated transactions.
3
<PAGE>
Each month, at least three business days prior to the first day of the
relevant Pricing Period (as defined herein), the Company may establish a Waiver
Discount and Threshold Price applicable to Cash Purchases exceeding $5,000. The
Waiver Discount, which may vary each month from 0% to 5%, will be established in
the Company's sole discretion after a review of current market conditions, the
level of participation in the Plan and the Company's current and projected
capital needs. With respect to Cash Purchases that exceed $5,000 only, for each
Trading Day (as defined herein) of the related 12-day Pricing Period on which
the Threshold Price is not satisfied, one-twelfth of a Participant's Cash
Purchase will be returned without interest. Cash Purchases that do not exceed
$5,000, and the reinvestment of dividends in additional shares of Common Stock,
will not be subject to such Threshold Price, if any. If shares are purchased
under the Plan other than directly from the Company, no discount will be offered
and no Threshold Price will be applicable.
In deciding whether to approve a Request for Waiver, the Company will
consider relevant factors including, but not limited to, whether the Plan is
then acquiring newly issued or treasury shares directly from the Company or
acquiring shares from third parties in the open market or in privately
negotiated transactions, the Company's need for additional funds, the
attractiveness of obtaining such additional funds through the sale of Common
Stock as compared to other sources of funds, the purchase price likely to apply
to any sale of Common Stock under the Plan, the Participant submitting the
request, the extent and nature of such Participant's prior participation in the
Plan, the number of shares of Common Stock held by such Participant and the
aggregate amount of cash investments for which Requests for Waiver have been
submitted by all Participants. If such requests are submitted for any Cash
Purchase Investment Date (as defined herein) for an aggregate amount in excess
of the amount the Company is then willing to accept, the Company may honor such
requests in order of receipt, pro rata or by any other method that the Company,
in its sole discretion, determines to be appropriate. A broker, bank or other
nominee may reinvest dividends and make Cash Purchases on behalf of Beneficial
Owners (as defined herein). Cash Purchases submitted by brokerage firms or
other nominees on behalf of Participants will be aggregated for purposes of
determining whether the $5,000 limit would be exceeded.
From time to time, financial intermediaries, including brokers and dealers,
and other persons may engage in positioning transactions in order to benefit
from the discount from market price of the Common Stock acquired under the Plan.
Such transactions may cause fluctuations in the trading volume of the Common
Stock. Financial intermediaries and such other persons who engage in
positioning transactions may be deemed to be underwriters. The Company has no
arrangements or understandings, formal or informal, with any person relating to
the sale of shares to be received pursuant to the Plan.
Subject to the availability of shares of Common Stock registered for
issuance under the Plan, there is no total maximum number of shares that can be
issued pursuant to the reinvestment of dividends and no pre-established maximum
limit applicable to cash investments that may be made pursuant to Requests for
Waiver. As of the date hereof, 4,714,345 shares of Common Stock have been
registered and are available for sale under the Plan; however, the aggregate
number of shares of Common Stock that may be purchased and issued through the
Optional and Initial Cash Purchases shall not exceed 2,150,000 shares.
Shares purchased directly from the Company through dividend reinvestment
and Cash Purchases under the Plan will be issued without a sales commission. If
the shares of Common Stock to be purchased under the Plan are purchased in the
open market instead of directly from the Company, the Company will pay any
brokerage fees or commissions on such purchases, up to 5% of the purchase price
of the shares of Common Stock. Participants will pay any commissions in excess
of 5% on a pro rata basis. The Discount Rate will not apply to open market
purchases or to privately negotiated purchases of Common Stock.
Participants in the Plan who reinvest dividends will be treated for federal
income tax purposes as having received a dividend, without receiving cash to pay
any tax payment obligation that could arise as a result of such dividend.
Participants will have limited control regarding the specific timing of Optional
Cash Purchases and sales under the Plan. Furthermore, Participants will
generally be unable to depend on the availability of a market discount regarding
shares acquired under the Plan.
4
<PAGE>
THE PLAN
The Board of Directors adopted the original Dividend Reinvestment Plan on
August 30, 1994. The Plan was amended by the Board of Directors as of January
8, 1997 to permit the reinvestment of dividends paid on the Company's
outstanding Preferred Stock as well as on the Common Stock. The Plan was
amended again on September 17, 1997 to allow for investment through the Plan by
interested investors who were not current shareholders of the Company.
ADVANTAGES AND DISADVANTAGES
Advantages
. The Plan provides Participants with the opportunity to purchase
additional shares of Common Stock, if desired, by automatically
reinvesting all or a portion of their cash dividends on Company Stock
in the Plan.
. In addition to the reinvestment of dividends, the Plan provides
Shareholders with the opportunity to make monthly investments of
Common Stock through Optional Cash Purchases, subject to a minimum and
maximum amount. Shareholders may make Optional Cash Purchases by
check, money order, wire transfer, or electronic funds transfer from a
pre-designated bank account. Optional Cash Purchases may be made
occasionally or at regular intervals, as the Participant desires.
Participants may make Optional Cash Purchases even if dividends on
their shares of Common Stock are not being reinvested.
. The Plan also provides non-shareholders of the Company the opportunity
to become Participants by making an Initial Cash Purchase in the
Company's Common Stock, subject to a minimum and maximum amount.
. Shares purchased directly from the Company through dividend
reinvestment under the Plan will be issued without a sales commission
and may be issued at the Discount Rate to the Market Price for
Dividend Reinvestments (as defined herein). If the Company should
elect that the shares of Common Stock to be purchased under the Plan
are to be purchased in the open market instead of directly from the
Company, the Company will pay any brokerage fees or commissions on
such purchases, up to 5% of the purchase price of the shares of Common
Stock. The Participants will pay on a pro rata basis any commissions
in excess of 5%. The Discount Rate will not apply to open market
purchases or to privately negotiated purchases of Common Stock.
. Shares purchased directly from the Company for investment through Cash
Purchases under the Plan will be issued without a sales commission and
may be issued at the Discount Rate to the Market Price for Cash
Purchases (as defined herein). If the Company elects that the shares
of Common Stock to be purchased under the Plan are to be purchased in
the open market instead of directly from the Company, the Company will
pay any brokerage fees or commissions on such purchases, up to 5% of
the purchase price of the shares of Common Stock. The Participants
will pay on a pro rata basis any commissions in excess of 5%. The
Discount Rate will not apply to open market purchases or to privately
negotiated purchases of Common Stock.
. Funds invested in the Plan are fully invested through the purchase of
fractions of shares, as well as whole shares, and proportionate cash
dividends on fractions of shares are used to purchase additional
shares.
. Participants may direct the Agent to transfer, at any time and at no
cost to the Participant, all or a portion of the Participant's shares
in the Plan to a Plan account for another person.
. The Plan offers a "share safekeeping" service whereby, at no cost,
Participants may deposit their Company Stock certificates with the
Agent and have their ownership of such Company Stock maintained on the
Agent's records as part of their Plan account.
5
<PAGE>
. Participants will receive statements containing year-to-date
information on all Plan transactions in a Participant's account within
a reasonable time after a transaction occurs, that are designed to
simplify the Participants' record keeping.
Disadvantages
. Participants in the Plan who reinvest dividends will be treated for
federal income tax purposes as having received a dividend on the
Dividend Reinvestment Date (as defined herein); such dividend may give
rise to a tax payment obligation without providing the Participant
with immediate cash to pay such tax when it becomes due. See "Tax
Consequences."
. Participants will have limited control regarding the specific timing
of purchases and sales under the Plan. Because purchases under the
Plan will be made no earlier than 12 business days following receipt
of an investment instruction, and because sales under the Plan will be
effected by the Agent only as soon as practicable after its receipt of
such instructions, Participants may be unable to achieve the same
level of control over purchase and sale timing that they might have
for investments made outside the Plan.
. The Company may, in its sole discretion, without prior notice to
Participants, change its determination as to whether shares of Common
Stock will be purchased by the Agent directly from the Company or
through open market or privately negotiated purchases. No Discount
Rate will be applied on shares purchased under the Plan in the open
market or in privately negotiated purchases. The Company may also,
without prior notice to Participants, lower or eliminate the Discount
Rate on shares to be purchased directly from the Company for future
investment periods. As a result, Participants will generally be unable
to depend on the availability of a market discount regarding shares
acquired under the Plan. Participants may obtain the applicable
Discount Rate, if any, by telephoning the Company toll-free at (888)
898-8601 three business days prior to the first day of the Pricing
Period.
. Neither the Company nor the Agent will pay any interest on dividends
or Cash Purchases held pending reinvestment or investment or to be
returned to the Participant. In addition, Cash Purchases exceeding
$5,000 per month may be subject to return to the Participant (in whole
or proportionate part) without interest in the event that (i) a
Threshold Price has been established with respect to shares to be
purchased from the Company, and (ii) such Threshold Price is not met
for any day on which the New York Stock Exchange ("NYSE") is open for
trading ("Trading Day") during the 12 Trading Days prior to the date
scheduled for investment of the funds contributed for Cash Purchases
for that month (the "Pricing Period").
. With respect to Cash Purchases (including Cash Purchases exceeding
$5,000 per month), while the Plan allows the Company to establish a
Discount Rate from the Market Price for Cash Purchases of the shares,
there can be no assurance that such Market Price for Cash Purchases,
as so discounted, will not be equal to or greater than the purchase
price of the shares on the relevant date of investment of the funds
contributed for Cash Purchases (the "Cash Purchase Investment Date").
ADMINISTRATION
Continental Stock Transfer & Trust Company (the "Agent"), the transfer
agent and registrar for the Company, administers the Plan. As the Agent for
participating shareholders ("Participants"), the Agent will administer the Plan
in accordance with the terms and conditions of the Plan as set forth herein.
PARTICIPATION
Participation in the Plan is open to any person or entity, whether or not a
Shareholder of the Company, who fulfills the requirements for participation
described below under "Participation Options." A Shareholder who owns shares of
Company Stock in their own name is referred to herein as a "Shareholder of
Record." A Shareholder of Record may participate directly in the Plan. A
Shareholder who beneficially owns shares of Company Stock that are registered in
a name other than such Shareholder's name (for example, where shares are held in
the name of a broker, bank or other nominee) is referred to herein as a
"Beneficial Owner." A Beneficial Owner may participate in the Plan by either
6
<PAGE>
(i) becoming a Shareholder of Record by having one or more shares transferred
into their own name, or (ii) coordinating their participation with their broker,
bank or other nominee who is the record holder to participate on their behalf.
A prospective investor who holds no shares of Company Stock may also
participate, at their option, either directly or through a broker, bank or other
nominee by following the enrollment procedures described below.
The Plan is intended for the benefit of investors in the Company and not
for persons or entities who accumulate accounts under the Plan over which they
have control for the purpose of exceeding the $5,000 per month maximum without
seeking the advance approval of the Company or who engage in transactions that
cause or are designed to cause aberrations in the price or trading volume of the
Common Stock. Notwithstanding anything in the Plan to the contrary, the Company
reserves the right to exclude from participation in the Plan, at any time, (i)
persons or entities who attempt to circumvent the Plan's standard $5,000 per
month maximum by accumulating accounts over which they have control or (ii) any
other persons or entities, as determined in the sole discretion of the Company.
For the purpose of this limitation, the Company reserves the right to aggregate
all Cash Purchases for Participants with more than one account using the same
name, address or social security or taxpayer identification number. For
Participants unable to supply a social security or taxpayer identification
number, participation may be limited by the Company to only one Plan account.
Also for the purpose of such limitations, all Plan accounts that the Company
believes to be under common control or management or to have common ultimate
beneficial ownership may be aggregated. In the event the Company exercises its
right to aggregate investments and the result would be an investment in excess
of $5,000 without an approved Request for Waiver, the Company will return,
without interest, as promptly as practicable, any amount in excess of the
investment limitations.
PARTICIPATION OPTIONS
The Authorization Form appoints the Agent as agent for the Participant and
directs the Company to pay to the Agent such Participant's cash dividends on all
or a specified number of shares of Company Stock owned by the Participant
("Participating Shares"), as well as on all whole and fractional shares of
Common Stock credited to a Participant's Plan account ("Plan Shares"). The
Authorization Form directs the Agent to purchase on the Dividend Reinvestment
Date additional shares of Common Stock with such dividends. The Authorization
Form also directs the Agent to purchase on the relevant Cash Purchase Investment
Date additional shares of Common Stock with Cash Purchases of not more than
$5,000, if any, made by Participants. See "Cash Purchases--Waiver of Maximum
Cash Purchase Limitation" below for a discussion of the requirements for Cash
Purchases exceeding $5,000. See "Broker and Nominee Form" below for a
discussion of the requirements for Optional Cash Purchases of a Beneficial Owner
and Initial Cash Purchases of an investor who is not a Shareholder of the
Company, whose broker, bank or other nominee holds or will hold such investor's
shares in the name of a major securities depository. The Authorization Form also
directs the Agent to reinvest automatically all subsequent dividends on Plan
Shares. Dividends will continue to be reinvested until the Participant specifies
otherwise by contacting the Agent, withdraws from the Plan, or the Plan is
terminated.
The Authorization Form provides for the purchase of additional shares of
Common Stock through the following investment options:
Full Dividend Reinvestment. The Agent will apply any cash dividends on all
shares of the Company Stock registered in the Plan under the Participant's name,
and all cash dividends on Plan Shares, together with any Optional Cash Purchases
or Initial Cash Purchase, toward the purchase of additional shares of Common
Stock.
Partial Dividend Reinvestment. The Agent will apply cash dividends on
shares of Company Stock registered in the Plan under the Participant's name and
specified on the Authorization Form, and all cash dividends on Plan Shares,
together with any Optional Cash Purchases or Initial Cash Purchase, toward the
purchase of additional shares of Common Stock.
Cash Purchases. The Agent will only apply voluntary cash contributions for
Cash Purchases received from the Participant toward the purchase of additional
shares of Common Stock. The Participant will continue to receive cash dividends
on shares of Company Stock registered in the Plan under the Participant's name
in the usual manner.
7
<PAGE>
Each Participant may select either one of the dividend reinvestment options
and/or the Cash Purchase option. In each case, dividends will be reinvested on
all Participating Shares and on all Plan Shares held in the Plan account,
including dividends on Common Stock purchased with any Initial Cash Purchases,
until a Participant specifies otherwise by contacting the Agent, or withdraws
from the Plan altogether, or until the Plan is terminated. If a Participant
would prefer to receive cash payments of dividends on Plan Shares rather than
reinvest such dividends, those shares must be withdrawn from the Plan by written
notification to the Agent. See "Termination of Participation" below.
Participants may change their investment options at any time by requesting a new
Authorization Form and returning it to the Agent.
Participation in the Plan will begin upon receipt of a properly completed
Authorization Form and/or Broker and Nominee Form (and, in cases of cash
investments exceeding $5,000, receipt and approval by the Company of a properly
completed Request for Waiver). The funds for a Cash Purchase may be submitted
with the initial Authorization Form. Thereafter, it will not be necessary to
submit an additional Authorization Form and Cash Purchases may be made monthly
or periodically at the election of the Participant. Once an Authorization Form
has been submitted, it is not necessary to submit one with subsequent Cash
Purchases. See "The Plan--Purchase and Price of Shares" for more details on
Cash Purchases and Dividend Reinvestments.
With respect to the dividend reinvestment portion of the Plan, the
Authorization Form (and the Broker Nominee Form if necessary) must be received
by the Agent at least two calendar days prior to the record date established for
a particular dividend in order for a Shareholder to be eligible for reinvestment
of such dividends under the Plan for that related dividend; otherwise,
reinvestment will begin on the Dividend Reinvestment Date following the next
record date. With respect to Cash Purchases, the Agent must receive the
Authorization Form, good funds, and the Broker and Nominee Form if necessary, at
least one business day prior to the commencement of the Pricing Period in order
for a Participant's Cash Purchase to be invested on the related Cash Purchase
Investment Date, otherwise; such authorization will be effective as of the next
Cash Purchase Investment Date and the funds will be returned to the Participant
as provided in "The Plan--Purchase and Price of Shares."
SHAREHOLDERS CURRENTLY ENROLLED IN THE PLAN MAY CONTINUE TO PARTICIPATE IN
THE PLAN WITHOUT ANY FURTHER ACTION REQUIRED ON THEIR PART UNLESS THE
PARTICIPANT WISHES TO CHANGE HIS OR HER PARTICIPATION OPTION.
BROKER AND NOMINEE FORM
The Broker and Nominee Form provides the only means by which a broker, bank
or other nominee holding shares of a Beneficial Owner, or planning to hold
shares of an interested investor who is not currently a Shareholder of the
Company in the name of a major securities depository, may invest Cash Purchases
within the minimum and maximum investment limitation established for the Plan
(see "Cash Purchases" below) on behalf of such Beneficial Owner or interested
investor. A Broker and Nominee Form must be delivered to the Agent each time
such broker, bank or other nominee transmits Cash Purchases. Broker and Nominee
Forms may be obtained at any time by telephoning the Agent at (212) 509-4000.
The Broker and Nominee Form and appropriate instructions must be received
by the Agent not later than 12:00 p.m. New York City time on the business day
immediately preceding the relevant Pricing Period in order to be invested on the
Cash Purchase Investment Date, otherwise the Cash Purchase will be returned,
without interest.
Shares issued pursuant to a properly completed Broker and Nominee Form will
not be deemed Plan Shares. Therefore, subsequent dividends will be paid in cash
unless otherwise instructed by the Beneficial Owner (see "Participation" above
for a discussion of the requirements for Beneficial Owner participation in the
reinvestment of dividends).
ACCOUNTS AND STATEMENTS
The Agent will establish an account under the Plan for each Participant
(the "Participant's Account"), and will credit to the Participant's Account cash
received by the Agent for the Participant from cash dividends paid on the shares
of Common Stock, including those full and fractional shares of Common Stock
(computed to three decimal places) acquired under the Plan, and all voluntary
cash contributions for Cash Purchases received by the Agent from the
Participant.
8
<PAGE>
As soon as practicable after the purchases of shares of Common Stock have
been completed, the Agent will send each Participant a statement of their
account ("Account Statement"). The Account Statement will confirm the
transaction and itemize any previous investment activity for the calendar year.
THE PARTICIPANT SHOULD RETAIN ACCOUNT STATEMENTS FOR HIS OR HER OWN RECORDS.
PURCHASE AND PRICE OF SHARES
DIVIDEND REINVESTMENT. The Agent will apply cash credited to the
Participant's Account to the purchase of full and/or fractional interests in
shares of Common Stock and will credit the number of shares of Common Stock so
purchased to the Participant's Account. The Agent will apply such funds toward
the purchase of shares of Common Stock in the open market or from authorized but
unissued shares of Common Stock for the Participant's Account.
(1) Discount Rate on Dividend Reinvestments. The price of the
-------------------------------------------
authorized but unissued shares of Common Stock purchased by the Agent directly
from the Company pursuant to the reinvestment of dividends may be issued at the
Discount Rate to the then current Market Price for Dividend Reinvestments as of
the Dividend Reinvestment Date. The Discount Rate is subject to change for
future dividend reinvestments, or complete discontinuance at the Company's
discretion, without prior notice to the Participants after a review of current
market conditions, the level of participation in the Plan and the Company's
current and projected capital needs. Participants may obtain the applicable
Discount Rate by telephoning the Company toll-free at (888) 898-8601 three
business days prior to the Dividend Reinvestment Date. The Discount Rate will
only be in effect for purchases of shares of Common Stock directly from the
Company; if the Company elects to purchase the shares in the open market or in
privately negotiated transactions, the Discount Rate will not be applied to such
purchases for the Participant's Account.
(2) Price per Share for Reinvested Dividends. The "Market Price
------------------------------------------
for Dividend Reinvestments" per share of Common Stock acquired directly from the
Company shall be the average of the daily high and low sales prices, computed to
four decimal places, of the shares of Common Stock as reported on the NYSE on
the Dividend Reinvestment Date, or if no trading occurs in the Common Stock on
the Dividend Reinvestment Date, the average of the high and low sales prices for
the first Trading Day immediately preceding the Dividend Reinvestment Date for
which trades are reported. If the Company elects to purchase the shares on the
open market or in privately negotiated transactions, the price per share of
Common Stock acquired through such open market or privately negotiated
transactions will be the weighted average of the actual prices paid, computed to
four decimal places, for all the Common Stock purchased by the Agent in
connection with such open market purchases, without application of the Discount
Rate. The Agent shall pay brokerage commissions in an amount determined by the
prevailing rates at the time of purchase. The Company will reimburse such
commissions, but in no event shall the Company be obligated to pay commissions
in excess of 5% of the purchase price of the shares of Common Stock. The
Participants will pay on a pro rata basis any commissions in excess of 5%. Such
open market purchases may be made, at the Agent's option, on any securities
exchange where the shares of Common Stock are traded, in the over-the-counter
market or in negotiated transactions with third persons, and may be on such
terms as to price, delivery, and otherwise as the Agent may determine.
(3) Dividend Reinvestment Date. The Dividend Reinvestment Date
----------------------------
for the reinvestment of dividends will be on or within 15 days after the
Dividend Payment Date except where completion at a later date is necessary or
advisable under applicable securities laws. Under normal market conditions, it
is expected that the funds will be reinvested on the Dividend Payment Date. For
a schedule of expected Dividend Reinvestment Dates through November 17, 2003,
see Schedule A.
CASH PURCHASES. A Shareholder may also make Optional Cash Purchases of
shares of Common Stock, subject to a minimum of $100 and a maximum of $5,000
(except in cases covered by a Request for Waiver as discussed below). New
investors, not currently Shareholders of the Company, may make Initial Cash
Purchases subject to a minimum of $500 and a maximum of $5,000 (except in cases
covered by a Request for Waiver). For purposes of these limitations on Cash
Purchases, all Plan Accounts under the common control or management of a
Participant may be aggregated at the Company's sole discretion. Additionally,
the aggregate number of shares that may be purchased through Optional and
Initial Cash Purchases shall not exceed 2,150,000 shares.
(1) Discount Rate on Cash Purchases. The price of the authorized
--------------------------------
but unissued shares of Common Stock purchased by the Agent directly from the
Company for Cash Purchases not in excess of the $5,000 maximum may be issued at
the Discount Rate to the then current Market Price for Cash Purchases as of the
Cash Purchase Investment Date. The Discount Rate is subject to change for
9
<PAGE>
future investment periods, or complete discontinuance at the Company's
discretion, without prior notice to the Participants after a review of current
market conditions, the level of participation in the Plan and the Company's
current and projected capital needs. Participants may obtain the applicable
Discount Rate by telephoning the Company toll-free at (888) 898-8601 three
business days prior to the Dividend Reinvestment Date. The Discount Rate will
only be in effect for purchases of shares of Common Stock directly from the
Company; the Discount Rate will not be applied to purchases for the
Participant's Account in the open market or in privately negotiated
transactions.
(2) Price per Share for Cash Purchases. The "Market Price for
--------------------------------------
Cash Purchases" per share shall be the average of the daily high and low sales
prices, computed to four decimal places, of the shares of Common Stock as
reported on the NYSE during the Pricing Period prior to the related Cash
Purchase Investment Date. No commission shall be paid with respect to purchases
of authorized but unissued shares of Common Stock directly from the Company. If
the Company elects to purchase the shares on the open market or in privately
negotiated transactions, the price per share of Common Stock acquired through
such open market or privately negotiated transactions will be the weighted
average of the actual prices paid, computed to four decimal places, for all the
Common Stock purchased by the Agent in connection with such open market
purchases, without application of the Discount Rate. The Agent shall pay
brokerage commissions in an amount determined by the prevailing rates at the
time of purchase. The Company will reimburse such commissions, but in no event
shall the Company be obligated to pay commissions in excess of 5% of the
purchase price of the shares of Common Stock. Any commissions in excess of 5%
will by paid by the Participants on a pro rata basis. Such open market
purchases may be made, at the Agent's option, on any securities exchange where
the shares of Common Stock are traded, in the over-the-counter market or in
negotiated transactions with third persons, and may be on such terms as to
price, delivery, and otherwise as the Agent may determine.
(3) Waiver of Maximum Cash Purchase Limitation. A Participant may
------------------------------------------
only make Cash Purchases in excess of $5,000 upon acceptance in writing by the
Company of a completed written Request for Waiver form from the Participant. A
Request for Waiver must be received by the Company at its corporate address, or
via facsimile at (505) 989-8156, no later than 2:00 p.m. New York City time on
the second business day preceding the relevant Pricing Period. Request for
Waiver forms may be obtained from the Company by telephoning (505) 989-1900. The
Company may establish a discount rate different than the Discount Rate, ranging
from 0% to 5% (the "Waiver Discount") regarding shares purchased from the
Company for Cash Purchases exceeding $5,000 per month and approved by the
Company pursuant to a Request for Waiver. Participants may obtain the
applicable Waiver Discount by telephoning the Company toll-free at (888)
898-8601 three business days prior to the first day of the Pricing Period. It
is solely within the Company's discretion as to whether any such approval for
cash investments in excess of $5,000 will be granted. In deciding whether to
approve a Request for Waiver, the Company will consider relevant factors
including, but not limited to: whether the Plan is then acquiring newly issued
or treasury shares directly from the Company or acquiring shares from third
parties in the open market or in privately negotiated transactions; the
Company's need for additional funds; the attractiveness of obtaining such
additional funds through the sale of Common Stock as compared to other sources
of funds; the purchase price likely to apply to any sale of Common Stock under
the Plan; the Participant submitting the request; the extent and nature of such
Participant's prior participation in the Plan; the number of shares of Common
Stock held by such Participant and the aggregate amount of cash investments for
which Requests for Waiver have been submitted by all Participants. If such
requests are submitted for any Cash Purchase Investment Date for an aggregate
amount in excess of the amount the Company is then willing to accept, the
Company may honor such requests in order of receipt, pro rata or by any other
method that the Company determines in its sole discretion to be appropriate.
The Company anticipates that it will respond to each Request for Waiver by the
close of business (7:00 p.m. New York City time) on the second business day
preceding the relevant Pricing Period. Any Request for Waiver accepted by the
Company will be subject to all the terms and conditions otherwise applicable to
Cash Purchases, except those terms and conditions expressly changed by the
Company.
(4) Threshold Price. Notwithstanding anything contained herein to
---------------
the contrary, the Company may establish for each Pricing Period a threshold
price applicable to Cash Purchases made pursuant to Requests for Waiver approved
by the Company (the "Threshold Price"). The Threshold Price, if any, will be
established by the Company at least three business days prior to the first day
of the Pricing Period, and will be established in the Company's sole discretion
after a review of current market conditions and other relevant factors.
Participants may obtain the applicable Threshold Price and Waiver Discount by
telephoning the Company toll-free at (888) 898-8601. The Threshold Price will
be a stated dollar amount that the average of the high and low sales prices of
the Common Stock on the New York Stock Exchange for a Trading Day of the Pricing
Period must equal or exceed. In the event that such Threshold Price is not
satisfied for a Trading Day of the Pricing Period, then such Trading Day and the
trading prices for that day will be excluded from (i) the Pricing Period and
(ii) the determination of the purchase price of the Common Stock for all cash
investments made pursuant to Requests for Waiver approved by the Company. Thus,
for example, if the Threshold Price is not satisfied for three of the 12 Trading
Days, then the purchase price of the Common Stock will be based upon the
remaining nine Trading Days for which the Threshold Price was satisfied.
10
<PAGE>
Each Trading Day of a Pricing Period for which the Threshold Price is not
satisfied will cause the return of a portion of any cash investments made
pursuant to Requests for Waiver approved by the Company. The returned amount
will equal one-twelfth of such cash investments for each Trading Day that the
Threshold Price is not satisfied. Thus, for example, if the Threshold Price is
not satisfied for three Trading Days, then three-twelfths (i.e., 25%) of such
cash investments will be returned without interest.
The Threshold Price and return procedure discussed above apply only to Cash
Purchases made pursuant to Requests for Waiver approved by the Company and not
to the reinvestment of dividends or Cash Purchases that do not exceed $5,000.
(5) Cash Purchase Investment Date. The Cash Purchase Investment
-------------------------------
Date for Cash Purchases will occur on or about the third from the last business
day of each month, or in the case of purchases in the open market, no later than
the last business day of each month. For a schedule of expected Cash Purchase
Due Dates and Cash Purchase Investment Dates through December 29, 2003, see
Schedule A of the Prospectus.
(6) Timing and Procedure for Cash Purchases. Each month the Agent
---------------------------------------
will apply a Cash Purchase for which good funds are timely received to the
purchase of shares of Common Stock for the account of the Participant on the
next Cash Purchase Investment Date. In order for funds to be invested on the
next Cash Purchase Investment Date, the Agent must have received the following
in a timely fashion: (i) the Authorization Form (if the person is not yet
enrolled as a Participant) and the Broker and Nominee Form (if necessary) at
least one business day before the commencement of the Pricing Period; (ii) the
Request for Waiver (if applicable) no later than 2:00 p.m. New York City time
two business days before the commencement of the Pricing Period; and (iii) a
check, money order or wire transfer no later than one business day prior to the
commencement of the related Pricing Period (the "Cash Purchase Due Date")
although the Company may, in its sole discretion, accept such funds after the
Cash Purchase Due Date in cases of unanticipated delay or inadvertence by the
Participant. Such check, money order or wire transfer must have cleared before
the related Cash Purchase Investment Date. Wire transfers may be used only if
approved verbally in advance by the Agent. Instructions for wire transfers and
electronic funds transfers can be obtained by telephoning the Agent at (212)
509-4000. Checks and money orders are accepted subject to timely collection as
good funds and verification of compliance with the terms of the Plan. Checks or
money orders should be made payable to "Continental Stock Transfer & Trust
Company -- TMA Dividend Reinvestment and Stock Purchase Plan." Checks returned
for any reason will not be resubmitted for collection. Generally, Cash Purchases
received more than ten business days before the commencement of the Pricing
Period or after the Cash Purchase Due Date will be returned to Participants
without interest at the end of the Pricing Period; a Participant may resubmit
such Cash Purchases prior to the commencement of the next or a later Pricing
Period. Upon a Participant's written request received by the Agent no later
than two business days prior to the Pricing Period, a timely Cash Purchase not
already invested under the Plan will be canceled or returned to the Participant
as soon as practical. However, in the latter event, no refund of a check or
money order will be made until the funds have been actually received by the
Agent. Accordingly, such refunds may be delayed up to three weeks. In making
purchases for the Participant's Account, the Agent may commingle the
Participant's funds with those of other Participants in the Plan. NO INTEREST
WILL BE PAID ON FUNDS HELD BY THE AGENT PENDING INVESTMENT OR RETURN TO THE
PARTICIPANT. FUNDS FOR CASH PURCHASES DO NOT CONSTITUTE DEPOSIT OR SAVINGS
ACCOUNTS AND ARE NOT INSURED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
11
<PAGE>
FEDERAL INCOME TAX CONSEQUENCES
The following discussion summarizes the principal federal income tax
consequences, under current law, of participation in the Plan. It does not
address all potentially relevant federal income tax matters, including
consequences peculiar to persons subject to special provisions of the federal
income tax law (such as banks, insurance companies, and foreign persons). The
discussion is based on various rulings of the Internal Revenue Service (the
"IRS") regarding several types of dividend reinvestment plans. No ruling,
however, has been issued or requested regarding the Plan. THE FOLLOWING
DISCUSSION IS GENERAL INFORMATION ONLY, AND PARTICIPANTS MUST CONSULT THEIR OWN
TAX ADVISORS TO DETERMINE THE PARTICULAR TAX CONSEQUENCES THAT MAY RESULT FROM
PARTICIPATION IN THE PLAN AND THE DISPOSITION OF ANY SHARES OF COMMON STOCK
PURCHASED PURSUANT TO THE PLAN.
REINVESTED DIVIDENDS. Participants in the Plan will be treated for federal
income tax purposes as having received, on the Dividend Reinvestment Date, a
distribution in an amount equal to the fair market value of the shares of Common
Stock acquired with reinvested dividends (plus a pro rata portion of any
brokerage cost incurred on open market purchases of the shares of Common Stock).
When shares of Common Stock are purchased directly from the Company, the amount
of the dividend will be the fair market value of the shares of Common Stock,
although the Participant will have acquired such shares of Common Stock at the
Discount Rate. In effect, the amount of the distribution for tax purposes will
equal the amount of the cash dividend plus the amount of the discount on the
purchase of the shares.
Shares of Common Stock acquired for Participants in the Plan will have an
initial tax basis to the Participant equal to the amount the Participant is
treated as having received as a dividend. The holding period for a share of
Common Stock (including a fractional share) generally will begin on the day
after the Dividend Reinvestment Date upon which the share of Common Stock was
acquired.
The reinvestment of dividends does not relieve the Participant of any
income tax and will constitute a dividend to the same extent that a cash
distribution would be so treated. Participants who are qualified pension or
profit sharing plans or individual retirement accounts should be able to
continue to exclude the reinvested dividends from unrelated business taxable
income unless such Participants have borrowed to acquire their shares of Common
Stock. The Agent will report to each Participant for tax purposes the dividends
to be credited to his or her account as well as any discounts or costs incurred
by the Company. Such information will also be furnished to the IRS to the
extent required by law. In addition, the Code imposes certain reporting
obligations on brokers and other intermediaries. As a result, the Agent will be
required to report to the IRS and the Participant any sale of Common Stock by it
on behalf of a Participant.
CASH PURCHASES. In a private letter ruling, the IRS has taken the position
that shareholders who participate in optional cash purchases under a dividend
reinvestment plan of a REIT will not be treated as receiving a dividend equal to
the discount unless such shareholders also participate in the reinvestment of
dividends under such plan. Participants who elect dividend reinvestment under
the Plan will be treated as having received a distribution upon the purchase of
Optional Cash Purchases and Initial Cash Purchases in an amount equal to the
excess, if any, of the fair market value of the shares of Common Stock on the
date on which they were acquired (plus a pro rata portion of the brokerage cost
incurred in open market purchases) over the amount of the Optional Cash
Purchases and Initial Cash Purchases. Such shares of Common Stock will have an
initial tax basis equal to the fair market value of the shares of the Optional
Cash Purchases and Initial Cash Purchases. The fair market value on an
acquisition date is likely to differ from the Market Price for Cash Purchases
for the pricing period immediately preceding the related Cash Purchase (which
determines the number of shares of Common Stock acquired). The amount treated
as a distribution will constitute a dividend for federal income tax purposes to
the same extent that a cash distribution would be so treated. The holding
period for a share of Common Stock (including fractions thereof) generally
begins on the day after the date that the share of Common Stock was acquired.
Participants making Cash Purchases but who do not elect dividend
reinvestment under the Plan will take a tax basis in the purchased stock equal
to the actual purchase price paid by the Participant.
12
<PAGE>
VOTING OF SHARES HELD UNDER THE PLAN
Each Participant will be able to vote all shares of Common Stock (including
fractional shares) credited to the Participant's Account. The Agent will not
vote shares of Company Stock that it holds for a Participant's account except as
directed by the Participant.
CERTIFICATES
Shares of Common Stock purchased under the Plan are registered in the name
of a nominee and shown on each Participant's Account Statement. However, a
Participant may request a certificate for any of the whole shares of Common
Stock that have accumulated in such Participant's Account by writing a letter of
instruction to the Agent. Each certificate issued will be registered in the
name or names in which the account is maintained, unless otherwise instructed in
writing. If the certificate is to be issued in a name other than the name on
the Participant's Account, the Participant or Participants must have his or her
signature(s) guaranteed by a commercial bank or a broker. Certificates for
fractional shares of Common Stock will not be issued in any case. Dividends
will continue to be paid on the cumulative holdings of both full and fractional
shares of Common Stock remaining in the Participant's Account and will
automatically be reinvested.
Participants who wish to do so may deposit currently held certificates
registered in their names with the Agent for credit under the Plan. There is no
charge for such deposits, and by making such deposit the Participant will be
relieved of the responsibility for loss, theft or destruction of the
certificate. Shares of Company Stock credited to a Participant's Account may
not be pledged or assigned, and any attempted pledge or assignment is void. A
Participant who wishes to pledge or assign shares of Company Stock credited to
the Participant's Account must first withdraw such shares of Company Stock from
the account.
TERMINATION OF PARTICIPATION
A Participant may terminate participation in the Plan at any time by
notifying the Agent in writing. Unless the termination notice is received by
the Agent at least two business days prior to any Dividend Record Date or Cash
Purchase Investment Date, it cannot be processed until after purchases made from
the dividends paid or Cash Purchases submitted have been completed and credited
to the Participant's Account. All dividends with a record date after timely
receipt of notice for termination will be sent directly to the Participant. The
Agent may terminate the Participant's Account by notice in writing mailed to the
Participant. Once termination has been effected, the Agent will issue to the
Participant, without charge, certificates for the full shares of Common Stock
held in the Participant's Account or, if so requested, sell the full shares of
Common Stock held under the Plan, deduct brokerage commissions, transfer taxes
and a service charge (if any) and deliver the proceeds to the Participant. The
value of the Participant's interest in any fractional share of Common Stock held
in his or her account at termination will be paid by check, less the
Participant's share of any related expenses. A Participant will also be
entitled to the uninvested portion of any funds received for Optional Cash
Purchases if notice of termination is received prior to the date when the Agent
becomes obligated to pay for purchased shares of Common Stock.
If a Participant disposes of all shares of Common Stock represented by
certificates registered in his or her own name on the books of the Company but
does not give notice of termination under the Plan, the Agent may continue to
reinvest the dividends on the shares of Common Stock under the Plan until
otherwise directed.
A Participant who changes his or her address must notify the Agent
immediately. If a Participant changes residences to a state where the shares of
Common Stock offered pursuant to the Plan are not registered or are exempt from
registration under applicable securities laws, the Company may deem the
Participant to have terminated participation in the Plan.
STOCK DIVIDENDS, STOCK SPLITS AND SHAREHOLDER RIGHTS OFFERINGS
Any stock dividends or stock splits distributed by the Company on shares of
Common Stock held by the Agent for the Participant will be credited to the
Participant's Account. In the event the Company makes available to its
shareholders rights to purchase additional shares of Common Stock or other
securities, the Participant will receive appropriate instructions in connection
with all such rights directly from the Agent in order to permit a Participant to
determine what action he or she desires to take.
13
<PAGE>
AGENT'S RESPONSIBILITIES
The Agent shall not be liable hereunder for any act done in good faith, or
for any good faith omission to act, including, without limitation, any claims of
liability (1) arising out of failure to terminate any Participant's Account upon
such Participant's death prior to receipt of notice in writing of such death and
(2) with respect to the prices at which shares of Common Stock are purchased or
sold for the Participant's Account and the times such purchases or sales are
made.
All notices from the Agent to a Participant will be mailed to the
Participant's last address of record, which will satisfy the Agent's
responsibility to give notice.
AMENDMENTS TO THE PLAN
The Plan may be amended or supplemented by the Agent or the Company at any
time or times, including the period between the Dividend Record Date and the
related Dividend Reinvestment Date. Any such amendment may include an
appointment by the Agent of a successor agent under the terms and conditions
contained in the Plan. The Company will send a notice to Participants of any
amendments as soon as practicable after such action by the Company.
INTERPRETATION AND REGULATION OF THE PLAN
The Company reserves the right, without notice to Participants, to
interpret and regulate the Plan as it deems necessary or desirable in connection
with its operation. Any such interpretation and regulation shall be conclusive.
INQUIRIES ABOUT THE PLAN
All correspondence and questions regarding the Plan, a Participant's
Account, the Discount Rate, Waiver Rate, or Threshold Price should be directed
to:
Thornburg Mortgage, Inc.
Dividend Reinvestment and Stock Purchase Plan
119 E. Marcy Street
Santa Fe, New Mexico 87501
Telephone: (505) 989-1900 or
Toll Free: (888) 898-8601 (Discount Rate, Waiver Rate, Threshold
Price only)
Facsimile: (505) 989-8156
or
TMA Dividend Reinvestment and Stock Purchase Plan
c/o Continental Stock Transfer & Trust Company
2 Broadway, 19th Floor
New York, New York 10004
Telephone: (212) 509-4000
14
<PAGE>
PLAN OF DISTRIBUTION
Except to the extent the Agent purchases Common Stock in open market
transactions, the Common Stock acquired under the Plan will be sold directly by
the Company through the Plan. The Company may sell Common Stock to Shareholders
(including brokers or dealers) who, in connection with any resales of such
shares, may be deemed to be underwriters. Such shares, including shares
acquired pursuant to Requests for Waiver granted with respect to the Cash
Purchase feature of the Plan, may be resold in market transactions (including
coverage of short positions) on any national securities exchange on which shares
of Common Stock trade or in privately negotiated transactions. The Common Stock
is currently listed on the New York Stock Exchange. Under certain
circumstances, it is expected that a portion of the shares of Common Stock
available for issuance under the Plan will be issued pursuant to such waivers.
The difference between the price such owners pay to the Company for Common Stock
acquired under the Plan, after deduction of the applicable discount from the
Market Price for Cash Purchases, and the price at which such shares are resold,
may be deemed to constitute underwriting commissions received by such owners in
connection with such transactions.
Subject to the availability of shares of Common Stock registered for
issuance under the Plan, there is no total maximum number of shares that can be
issued pursuant to the reinvestment of dividends. From time to time, financial
intermediaries may engage in positioning transactions in order to benefit from
the discount from the Market Price for Dividend Reinvestments of Common Stock
acquired through the reinvestment of dividends under the Plan.
Except with respect to open market purchases of Common Stock relating to
reinvested dividends or Cash Purchases, the Company will pay any and all
brokerage commissions and related expenses incurred in connection with purchases
of Common Stock under the Plan, up to 5% of the Market Price for Dividend
Reinvestments and the Market Price for Cash Purchases of the Common Stock. Upon
withdrawal by a Participant from the Plan by the sale of Common Stock held under
the Plan, the Participant will receive the proceeds of such sale less a nominal
fee per transaction paid to the Agent (if such resale is made by the Plan
administrator at the request of a Participant), any related brokerage
commissions and any applicable transfer taxes.
Common Stock may not be available under the Plan in all states. This
Prospectus does not constitute an offer to sell, or a solicitation of an offer
to buy, any Common Stock or other securities in any state or any other
jurisdiction to any person to whom it is unlawful to make such offer in such
jurisdiction.
INDEMNIFICATION
Maryland General Corporation Law provides that a Maryland corporation may
indemnify any person who is or was serving at the request of the corporation as
a director, officer, partner, trustee, employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust or other enterprise or
employee benefit plan ("director"), that is made a party to any proceeding by
reason of service in that capacity unless it is established that the act or
omission of the director was material to the matter giving rise to the
proceeding and was committed in bad faith or was the result of active and
deliberate dishonesty; or the director actually received an improper personal
benefit in money, property or services; or, in the case of any criminal
proceeding, the director had reasonable cause to believe that the act or
omission was unlawful. Indemnification may be against judgments, penalties,
fines, settlements, and reasonable expenses actually incurred by the director in
connection with the proceeding, but if the proceeding was one by or in the right
of the corporation, indemnification may not be made in respect of any proceeding
in which the director shall be adjudged to be liable to the corporation. Such
indemnification may not be made unless authorized for a specific proceeding
after a determination has been made, in a manner prescribed by law, that
indemnification is permissible in the circumstances because the director has met
the applicable standard of conduct. The director must be indemnified for
expenses, however, if he or she has been successful in the defense of the
proceeding or as otherwise ordered by a court. The law also prescribes the
circumstances under which a corporation may advance expenses to, or obtain
insurance or similar coverage for, directors.
The Company's Articles of Incorporation provides for indemnification of the
officers and directors of the Company and eliminates the liability of a director
or officer to the Company or its shareholders for money damages to the fullest
extent permitted by Maryland law.
Insofar as indemnification of directors, officers and controlling persons
of the Company for liabilities arising under the Securities Act may be
permitted, pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
15
<PAGE>
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by the Company is against public policy
as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
LEGAL OPINION
The validity of the Common Stock offered hereby will be passed upon for the
Company by Jeffers, Shaff & Falk, LLP, Irvine, California. Michael B. Jeffers,
a member of Jeffers, Shaff & Falk, LLP is the Secretary of the Company, owns
31,697 shares of Common Stock, holds options to purchase 28,717 shares of Common
Stock, DERs for 15,619 shares of Common Stock and PSRs for 1,490 shares of
Common Stock. Mr. Jeffers also owns 1% of the common stock of Thornburg
Mortgage Advisory Corporation, the Manager of the Company.
EXPERTS
The financial statements of the Company, included as part of the Company's
Annual Report on Form 10-K for the year ended December 31, 1999 have been
audited by PricewaterhouseCoopers LLP, independent certified public accountants
for the year ended December 31, 1999 and by McGladrey & Pullen, LLP, independent
certified public accountants for the years ended December 31, 1998 and 1997, as
set forth in their reports included therein and incorporated herein by
reference. Such financial statements, and audited financial statements to be
included in subsequently filed documents, will be incorporated herein in
reliance upon the reports of PricewaterhouseCoopers LLP and McGladrey & Pullen,
LLP and upon their authority as experts in auditing and accounting.
16
<PAGE>
GLOSSARY
"Agent" means the administrator of the Plan, as of the date of this
Prospectus, Continental Stock Transfer & Trust Company.
"Authorization Form" means the form used to appoint the Agent as agent for
the Participant, to direct the Company to pay to the Agent such Participant's
cash dividends on Participating Shares and Plan Shares, and to direct the Agent
to purchase on the Dividend Reinvestment Date additional shares of Common Stock
with such dividends and to purchase on the relevant Cash Purchase Investment
Date additional shares of Common Stock with Cash Purchases.
"Beneficial Owner" means a Shareholder who beneficially owns shares of
Company Stock that are registered in a name other than such Shareholder's name,
such as in the name of a broker, bank or other nominee.
"Cash Purchase" means a voluntary cash investment in the Common Stock of
the Company through the Plan.
"Cash Purchase Due Date" means the date by which the Agent must receive the
following items in order for funds to be invested on the next Cash Purchase
Investment Date: (i) the Authorization Form (if the person is not yet enrolled
as a Participant) and the Broker and Nominee Form (if necessary) at least one
business day before the commencement of the Pricing Period; (ii) the Request for
Waiver (if applicable) no later than 2:00 p.m. New York City time two business
days before the commencement of the Pricing Period; and (iii) a check, money
order or wire transfer no later than one business day prior to the commencement
of the related Pricing Period.
"Cash Purchase Investment Date" means the date of investment of the Cash
Purchases, generally on or about the third from the last business day of each
month, or in the case of purchases on the open market, no later than the last
business day of each month.
"Code" means the Internal Revenue Code of 1986, as amended.
"Commission" means the Securities and Exchange Commission.
"Common Stock" means the common stock, $.01 par value, of the Company.
"Company" means Thornburg Mortgage, Inc., a Maryland corporation.
"Company Stock" means the Common Stock and Preferred Stock of the Company.
"Discount Rate" means a discount ranging from 0% to 5% from the per share
Market Price for Dividend Reinvestments and the Market Price for Cash Purchases
on shares of newly issued Common Stock purchased by the Agent for the Plan from
the Company with reinvested dividends and funds from Cash Purchases not in
excess of the $5,000 limit.
"Dividend Payment Date" means the dividend payment date announced by the
Company from time to time, as reflected through January 12, 2004 in Schedule
"A."
"Dividend Reinvestment Date" means the date of the reinvestment of
dividends paid on Plan Shares and Participating Shares of Company Stock,
generally on or within 15 days after the Dividend Payment Date except where
completion at a later date is necessary or advisable under applicable securities
laws. Under normal market conditions, the Company expects to reinvest the funds
on the Dividend Payment Date.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Initial Cash Purchase" means a Cash Purchase by a non-shareholder.
"Market Price for Cash Purchases" means the average of the daily high and
low sales prices, computed to four decimal places, of the shares of Common Stock
as reported on the NYSE during the Pricing Period prior to the related Cash
Purchase Investment Date.
17
<PAGE>
"Market Price for Dividend Reinvestments" means the average of the daily
high and low sales prices, computed to four decimal places, of the shares of
Common Stock as reported on the NYSE on the Dividend Reinvestment Date.
"NYSE" means the New York Stock Exchange.
"Optional Cash Purchase" means a Cash Purchase by a Shareholder.
"Participant" means a Record Owner of Company Stock, the Beneficial Owner
of Company Stock whose bank, broker or other nominee participates on the
Beneficial Owner's behalf, or a current non-shareholder who wishes to
participate in the Plan upon making an initial investment in the Common Stock
offered herein.
"Participating Shares" means all or a specified number of shares of Company
Stock owned by the Participant.
"Plan" means the Thornburg Mortgage, Inc. Dividend Reinvestment and Stock
Purchase Plan, as amended.
"Plan Shares" means all whole and fractional shares of Common Stock
credited to a Participant's Plan account.
"Preferred Stock" means the outstanding preferred stock of the Company.
"Pricing Period" means the 12 Trading Days prior to the Cash Purchases
Investment Date for that month.
"Securities Act" means the Securities Act of 1933, as amended.
"Shareholder of Record" means a Shareholder who owns shares of Company
Stock in his, her or its own name.
"Shareholders" mean record owners of the Common Stock or Preferred Stock of
the Company.
"Threshold Price" means a minimum price applicable to the purchase of newly
issued shares of Common Stock purchased through cash investments made pursuant
to Requests for Waiver approved by the Company.
"Trading Day" means any day other than Saturday, Sunday or a legal holiday
on which the NYSE is closed for trading or a day on which the Agent is
authorized or obligated by law to close.
"Waiver Discount" means a discount ranging from 0% to 5% from the per share
Market Price on shares of newly issued Common Stock purchased by the Plan from
the Company with funds from Cash Purchases in excess of the $5,000 limit.
18
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE A
CALENDAR FOR CASH PURCHASES
---------------------------------------------------------------------------------
Threshold Price and
Waiver Discount
Set Date Cash Purchase Pricing Period Cash Purchase
(Waiver Request Date) Due Date Commencement Date Investment Date
---------------------- ----------------- ------------------ ------------------
<S> <C> <C> <C>
January 5, 2001 January 9, 2001 January 10, 2001 January 29, 2001
February 2, 2001 February 6, 2001 February 7, 2001 February 26, 2001
March 7, 2001 March 9, 2001 March 12, 2001 March 28, 2001
April 4, 2001 April 6, 2001 April 9, 2001 April 26, 2001
May 7, 2001 May 9, 2001 May 10, 2001 May 29, 2001
June 6, 2001 June 8, 2001 June 11, 2001 June 27, 2001
July 6, 2001 July 10, 2001 July 11, 2001 July 27, 2001
August 8, 2001 August 10, 2001 August 13, 2001 August 29, 2001
September 5, 2001 September 7, 2001 September 10, 2001 September 26, 2001
October 8, 2001 October 10, 2001 October 11, 2001 October 29, 2001
November 6, 2001 November 8, 2001 November 9, 2001 November 28, 2001
December 5, 2001 December 7, 2001 December 10, 2001 December 27, 2001
January 7, 2002 January 9, 2002 January 10, 2002 January 29, 2002
February 4, 2002 February 6, 2002 February 7, 2002 February 26, 2002
March 5, 2002 March 7, 2002 March 8, 2002 March 26, 2002
April 5, 2002 April 9, 2002 April 10, 2002 April 26, 2002
May 7, 2002 May 9, 2002 May 10, 2002 May 29, 2002
June 5, 2002 June 7, 2002 June 10, 2002 June 26, 2002
July 8, 2002 July 10, 2002 July 11, 2002 July 29, 2002
August 7, 2002 August 9, 2002 August 12, 2002 August 28, 2002
September 6, 2002 September 9, 2002 September 10, 2002 September 26, 2002
October 8, 2002 October 10, 2002 October 11, 2002 October 29, 2002
November 5, 2002 November 7, 2002 November 8, 2002 November 26, 2002
December 6, 2002 December 9, 2002 December 10, 2002 December 27, 2002
January 7, 2003 January 9, 2003 January 10, 2003 January 29, 2003
February 4, 2003 February 6, 2003 February 7, 2003 February 26, 2003
March 7, 2003 March 10, 2003 March 11, 2003 March 27, 2003
April 4, 2003 April 8, 2003 April 9, 2003 April 28, 2003
May 6, 2003 May 8, 2003 May 9, 2003 May 28, 2003
June 6, 2003 June 9, 2003 June 10, 2003 June 26, 2003
July 8, 2003 July 10, 2003 July 11, 2003 July 29, 2003
August 6, 2003 August 8, 2003 August 11, 2003 August 27, 2003
September 5, 2003 September 9, 2003 September 10, 2003 September 26, 2003
October 8, 2003 October 10, 2003 October 13, 2003 October 29, 2003
November 4, 2003 November 6, 2003 November 7, 2003 November 25, 2003
December 5, 2003 December 9, 2003 December 10, 2003 December 29, 2003
</TABLE>
CALENDAR FOR DIVIDEND REINVESTMENTS
----------------------------------------------
Record Date Dividend Reinvestment Date
------------------ --------------------------
February 2, 2001 February 19, 2001
May 2, 2001 May 17, 2001
August 2, 2001 August 17, 2001
November 2, 2001 November 19, 2001
February 4, 2002 February 18, 2002
May 2, 2002 May 17, 2002
August 2, 2002 August 19, 2002
November 4, 2002 November 18, 2002
February 4, 2003 February 17, 2003
May 2, 2003 May 19, 2003
August 4, 2003 August 18, 2003
November 3, 2003 November 17, 2003
19
<PAGE>
PART II
ITEM 14. Other Expenses of Issuance and Distribution:
Registration fee $23,364.00
Listing Fees 2,500.00
Legal fees and expenses* 5,000.00
Accounting fees and expenses* 1,200.00
Printing expenses* 3,000.00
Miscellaneous expenses 1,000.00
TOTAL EXPENSES $36,064.00
==========
* estimated expenses
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Maryland General Corporation Law provides that a Maryland corporation
may indemnify any person who is or was serving at the request of the corporation
as an affiliate, officer, partner, trustee, employee, or agent of another
foreign or domestic corporation, partnership, joint venture, trust or other
enterprise or employee benefit plan ("Affiliate"), that is made a party to any
proceeding by reason of service in that capacity unless it is established that
the act or omission of the Affiliate was material to the matter giving rise to
the proceeding and was committed in bad faith or was the result of active and
deliberate dishonesty; or the Affiliate actually received an improper personal
benefit in money, property or services; or, in the case of any criminal
proceeding, the Affiliate had reasonable cause to believe that the act or
omission was unlawful. Indemnification may be against judgments, penalties,
fines, settlements, and reasonable expenses actually incurred by the Affiliate
in connection with the proceeding, but if the proceeding was one by or in the
right of the corporation, indemnification may not be made in respect of any
proceeding in which the Affiliate shall be adjudged to be liable to the
corporation. Such indemnification may not be made unless authorized for a
specific proceeding after a determination has been made, in a manner prescribed
by law, that indemnification is permissible in the circumstances because the
Affiliate has met the applicable standard of conduct. The Affiliate must be
indemnified for expenses, however, if he has been successful in the defense of
the proceeding or as otherwise ordered by a court. The law also prescribes the
circumstances under which a corporation may advance expenses to, or obtain
insurance or similar coverage for, Affiliates.
The Company's Articles of Incorporation provide for indemnification of
the officers and directors of the Company and eliminate the liability of a
director or officer to the Company or its shareholders for money damages to the
fullest extent permitted by Maryland law.
<TABLE>
<CAPTION>
ITEM 16. EXHIBITS.
<S> <C>
4.0 Dividend Reinvestment and Stock Purchase Plan*
5.0 Opinion of Jeffers, Wilson, Shaff & Falk, LLP, counsel to the Company**
20.1 Dividend Reinvestment and Stock Purchase Plan Brochure to Shareholders*
23.1 Consent of Counsel (included in Exhibit (5))**
23.2 Consent of McGladrey & Pullen, LLP
23.3 Consent of PricewaterhouseCoopers LLP
24.0 Power of Attorney of Certain Officers and Directors (included on signature page)**
<FN>
* Previously filed as Exhibits to Registrant's registration statement on Form S-3D
dated September 24, 1997 and incorporated by reference pursuant to Rule 12b-32.
** Previously filed as Exhibits to Registrant's registration statement on Form S-3D/A
dated April 14, 1998 and incorporated by reference pursuant to Rule 12b-32.
</TABLE>
II-1
<PAGE>
ITEM 17. UNDERTAKINGS
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any Prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events
arising after the effective date to the
Registration Statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement;
Provided, however, that paragraphs A(1)(i) and A(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in the periodic reports filed by the Registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement;
(2) That, for the purpose of determining liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit
-------
<S> <C>
4.0 Dividend Reinvestment and Stock Purchase Plan*
5.0 Opinion of Jeffers, Wilson, Shaff & Falk, LLP, counsel to the Company**
20.1 Dividend Reinvestment and Stock Purchase Plan Brochure to Shareholders*
23.1 Consent of Counsel (included in Exhibit (5))**
23.2 Consent of McGladrey & Pullen, LLP
23.3 Consent of PricewaterhouseCoopers LLP
24.0 Power of Attorney of Certain Officers and Directors (included on signature page)**
<FN>
* Previously filed as Exhibits to Registrant's registration statement on Form S-3D dated
September 24, 1997 and incorporated by reference pursuant to Rule 12b-32.
** Previously filed as Exhibits to Registrant's registration statement on Form S-3DPOS
dated April 14, 1998 and incorporated by reference pursuant to Rule 12b-32.
</TABLE>
II-3
<PAGE>
SIGNATURES
Pursuant to the requirement of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Santa Fe, New Mexico, on
November 17, 2000.
THORNBURG MORTGAGE, INC.
By:/s/ Larry A. Goldstone
------------------------------
Larry A. Goldstone
President and Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
---------------------- -------------------------------------- -----------------------------------
<S> <C> <C>
* Chairman of the Board November 17, 2000
----------------------
Garrett Thornburg
/s/ Larry A. Goldstone President and Chief Operating Officer November 17, 2000
----------------------
Larry A. Goldstone
* Chief Financial Officer and Treasurer November 17, 2000
----------------------
Richard P. Story (Principal Accounting Officer)
* Director November 17, 2000
----------------------
David A. Ater
* Director November 17, 2000
----------------------
Joseph H. Badal
* Director November 17, 2000
----------------------
Owen M. Lopez
* Director November 17, 2000
----------------------
James H. Lorie
* Director November 17, 2000
----------------------
Stuart C. Sherman
</TABLE>
*By /s/ Larry A. Goldstone
--------------------------
Larry A. Goldstone
As Attorney-in-fact
<PAGE>
