UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 27, 2007
American Home Mortgage Investment Corp.
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(Exact Name of Registrant as Specified in Its Charter)
Maryland 001-31916 20-0103914
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
538 Broadhollow Road, Melville, New York 11747
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (516) 396-7700
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Explanatory Note: This Amendment to the Form 8-K filed July 31, 2007, is being
filed to correct the date of resignation for Thomas McDonagh. The disclosure set
forth in Item 5.02 replaces the previous disclosure.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Effective July 27, 2007, Thomas McDonagh has resigned from his position as
Chief Investment Officer.
Item 8.01 Other Events.
On July 27, 2007, the Company issued a press release announcing that its
Board of Directors decided to delay payment of its quarterly dividends on its
Common Stock, Series A Preferred Stock and Series B Preferred Stock. A copy of
the press release is attached as Exhibit 99.1 hereto and is incorporated into
this Current Report on Form 8-K by reference.
On July 31, 2007, the Company issued a press release providing an update
on its liquidity. A copy of the press release is attached as Exhibit 99.2 hereto
and is incorporated into this Current Report on Form 8-K by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
99.1 Press Release, dated July 27, 2007.
99.2 Press Release, dated July 31, 2007.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: August 3, 2007 AMERICAN HOME MORTGAGE INVESTMENT CORP.
By: /s/ Michael Strauss
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Name: Michael Strauss
Title: Chief Executive Officer
EXHIBIT INDEX
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EXHIBIT NUMBER DESCRIPTION
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99.1 Press Release, dated July 27, 2007.
99.2 Press Release, dated July 31, 2007.
Exhibit 99.1
FOR IMMEDIATE RELEASE
American Home Mortgage Investment Corp. Delays Payment of Quarterly Common Stock
and Series A and Series B Preferred Stock Dividends
MELVILLE, N.Y.--July 27, 2007 - American Home Mortgage Investment Corp. (NYSE:
AHM) announced today that its Board of Directors has decided to delay payment of
its quarterly cash dividend on the Company's common stock and anticipates
delaying payment of its quarterly cash dividends on its Series A Cumulative
Redeemable Preferred Stock and Series B Cumulative Redeemable Preferred Stock in
order to preserve liquidity until it obtains a better understanding of the
impact that current market conditions in the mortgage industry and the broader
credit market will have on the Company's balance sheet and overall liquidity.
The disruption in the credit markets in the past few weeks has been
unprecedented in the Company's experience and has caused major write-downs of
its loan and security portfolios and consequently has caused significant margin
calls with respect to its credit facilities.
The quarterly cash dividend of $0.70 per share on the Company's common stock had
been declared on June 15, 2007 and was to be paid on July 27, 2007 to all
shareholders of record as of July 9, 2007. The Series A Preferred Stock dividend
and Series B Preferred Stock dividend had been declared on June 15, 2007 and are
payable on July 31, 2007, to shareholders of record as of July 9, 2007.
American Home Mortgage Investment Corp. is a mortgage real estate investment
trust (REIT) focused on earning net interest income from self-originated loans
and mortgage-backed securities, and, through its taxable subsidiaries, from
originating and selling mortgage loans and servicing mortgage loans for
institutional investors. Mortgages are originated through a network of loan
production offices and mortgage brokers as well as purchased from correspondent
lenders, and are serviced at the Company's Irving, Texas servicing center. For
additional information, please visit the Company's website at
www.americanhm.com.
This news release contains "forward-looking statements" that are based upon
expectations, estimates, forecasts, projections and assumptions. Any statement
in this news release that is not a statement of historical fact, including, but
not limited to, earnings guidance and forecasts, projections of financial
results and loan origination volume, expected future financial position,
dividend plans or business strategy, and any other statements of plans,
expectations, objectives, estimates and beliefs, is a forward-looking statement.
Words such as "look forward," "will," "anticipate," "may," "expect," "plan,"
"believe," "intend," "opportunity," "potential," and similar words, or the
negatives of those words, are intended to identify forward-looking statements.
Such forward-looking statements involve known and unknown risks, uncertainties
and other factors that are difficult to predict, and are not guarantees of
future performance. As a result, actual future events may differ materially from
any future results, performance or achievements expressed in or implied by this
news release. Specific factors that might cause such a difference include, but
are not limited to: American Home's limited operating history with respect to
its portfolio strategy; the potential fluctuations in American Home's operating
results; American Home's potential need for additional capital; the direction of
interest rates and their subsequent effect on the business of American Home and
its subsidiaries; risks associated with the use of leverage; changes in federal
and state tax laws affecting REITs; federal and state regulation of mortgage
banking; and those risks and uncertainties discussed in filings made by American
Home with the Securities and Exchange Commission. Such forward-looking
statements are inherently uncertain, and stockholders must recognize that actual
results may differ from expectations. American Home does not assume any
responsibility, and expressly disclaims any responsibility, to issue updates to
any forward-looking statements discussed in this news release, whether as a
result of new information, future events or otherwise.
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CONTACT:
Mary M. Feder
Vice President, Investor Relations
(631) 622-6469
mary.feder@americanhm.com
Exhibit 99.2
FOR IMMEDIATE RELEASE
American Home Mortgage Investment Corp. Provides Update on Liquidity
MELVILLE, N.Y.--July 31, 2007 - American Home Mortgage Investment Corp. (NYSE:
AHM) today reported that it is working diligently to determine how best to
resolve the liquidity issues that have recently developed with respect to its
business. These issues are primarily the result of the unprecedented disruption
now occurring generally in the secondary mortgage market.
American Home Mortgage noted that this disruption has fueled concerns in the
market regarding credit risk, causing many market participants to suspend the
purchase of loans from a variety of originators including American Home.
Accordingly, American Home is currently experiencing a hindering of access to
its traditional credit facilities. Additionally, American Home's lenders have
initiated margin calls in response to the decline in the collateral value of
certain of the Company's loans and securities held in its portfolio. The Company
has received and paid very significant margin calls in the last three weeks and
has substantial unpaid margin calls pending. Further pressure on the Company's
liquidity presently exists due to its warehouse lenders effectively reducing, in
this environment, their advance rate on new loans made by the Company.
Based on the foregoing, the Company at present is unable to borrow on its
credit facilities and was unable to fund its lending obligations yesterday of
approximately $300 million. It does not anticipate funding approximately $450 to
$500 million today.
American Home Mortgage emphasized that it is seeking the course of resolution,
in this environment, that is least disruptive to its business and to the many
thousands of home buyers to whom it has committed to provide mortgages. The
Company has retained Milestone Advisors and Lazard to assist in evaluating its
strategic options and advising with respect to the sourcing of additional
liquidity including the orderly liquidation of its assets.
This news release contains "forward-looking statements" that are based upon
expectations, estimates, forecasts, projections and assumptions. Any statement
in this news release that is not a statement of historical fact, including, but
not limited to, earnings guidance and forecasts, projections of financial
results and loan origination volume, expected future financial position,
dividend plans or business strategy, and any other statements of plans,
expectations, objectives, estimates and beliefs, is a forward-looking statement.
Words such as "look forward," "will," "anticipate," "may," "expect," "plan,"
"believe," "intend," "opportunity," "potential," and similar words, or the
negatives of those words, are intended to identify forward-looking statements.
Such forward-looking statements involve known and unknown risks, uncertainties
and other factors that are difficult to predict, and are not guarantees of
future performance. As a result, actual future events may differ materially from
any future results, performance or achievements expressed in or implied by this
news release. Specific factors that might cause such a difference include, but
are not limited to: American Home's limited operating history with respect to
its portfolio strategy; the potential fluctuations in American Home's operating
results; American Home's potential need for additional capital; the direction of
interest rates and their subsequent effect on the business of American Home and
its subsidiaries; risks associated with the use of leverage; changes in federal
and state tax laws affecting REITs; federal and state regulation of mortgage
banking; and those risks and uncertainties discussed in filings made by American
Home with the Securities and Exchange Commission. Such forward-looking
statements are inherently uncertain, and stockholders must recognize that actual
results may differ from expectations. American Home does not assume any
responsibility, and expressly disclaims any responsibility, to issue updates to
any forward-looking statements discussed in this news release, whether as a
result of new information, future events or otherwise.
###
CONTACT:
Mary M. Feder
Vice President, Investor Relations
(631) 622-6469
mary.feder@americanhm.com