Filed by American Home Mortgage Holdings, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: Apex Mortgage Capital, Inc.
Commission File No: 001-13637
[AHMH Logo]
FOR IMMEDIATE RELEASE
American Home Mortgage Reschedules Special Stockholder Meeting
To Approve The Acquisition of Apex Mortgage Capital
Third Quarter 2003 Financial Results Will Be Released on October 28, 2003
MELVILLE, NY (October 10, 2003) - American Home Mortgage Holdings, Inc. (NASDAQ:
AHMH), announced today the rescheduling of its special meeting of stockholders
related to the acquisition of Apex Mortgage Capital. The special meeting is now
scheduled for November 21, 2003 at 1:00 pm Eastern Standard Time for
stockholders of record on October 16, 2003. The meeting originally scheduled to
occur on October 14, 2003, was rescheduled pending the completion of the SEC's
final review of the applicable proxy/prospectus materials. The meeting will take
place at American Home's headquarters at 520 Broadhollow Road, Melville, NY. The
purpose of the meeting is to vote on American Home's reorganization into a real
estate investment trust, the issuance of shares to Apex stockholders in the
merger and the adoption of Apex's stock option plan, as well as other business
properly brought before the meeting.
American Home also announced that despite the delay in holding the special
stockholders meeting and the consequent delay in consummating the Apex merger,
it is comfortable it will meet or exceed its earnings guidance of $3.95 to $4.05
per share for the full year 2003. The Company continues to anticipate paying out
as dividends $0.55 per share in the fourth quarter of 2003. In addition,
American Home reaffirms its earnings guidance of $3.05 to $3.15 per share for
the full year 2004, as well as its total dividends of $2.20 per share in 2004.
American Home's third quarter 2003 financial results will be released before the
market opens on October 28, 2003. The financial results announcement will be
followed by a conference call (with simultaneous webcast) for financial
professionals at 10:30 am Eastern Standard Time.
ABOUT AMERICAN HOME MORTGAGE
American Home Mortgage Holdings, Inc. is an originator and servicer of
residential mortgage loans. It operates 211 loan production offices located in
37 states, 20 wholesale production offices, MortgageSelect, a leading online
mortgage lender, three mortgage broker support centers and a loan servicing
center. For additional information, please visit the Company's Web site at
WWW.AMERICANHM.COM.
ABOUT APEX MORTGAGE CAPITAL
Apex Mortgage Capital, Inc. is a financial company structured as a real estate
investment trust. The Company primarily acquires United States agency
securities, other mortgage related securities, and mortgage loans as well as
equity and debt securities issued by other mortgage REITs. The Company is listed
on the American Stock Exchange under the symbol "AXM."
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Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995: This news release contains statements about future events and
expectations, which are "forward-looking statements." Any statement in this
release that is not a statement of historical fact, including, but not limited,
to earnings guidance and forecasts, expected future dividends and projections of
financial results, may be deemed to be a forward-looking statement. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors, which may cause the Company's actual results to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Specific factors that might cause
such a difference include, but are not limited to: the potential fluctuations in
the Company's operating results; the Company's potential need for additional
capital, the direction of interest rates and their subsequent effect on the
Company's business, federal and state regulation of mortgage banking; the
Company's competition; the Company's ability to attract and retain skilled
personnel; and those risks and uncertainties discussed in filings made by the
Company with the Securities and Exchange Commission. The Company undertakes no
obligation to update forward-looking statements, whether as a result of new
information, future events or otherwise.
AMERICAN HOME MORTGAGE CONTACT:
Ogilvy Public Relations Worldwide
John D. Lovallo
212-880-5216
JOHN.LOVALLO@OGILVYPR.COM
Proxy Information
American Home Mortgage Holdings, Inc. ("American Home"), American Home Mortgage
Investment Corp. ("AHM Investment Corp."), and Apex Mortgage Capital, Inc.
("Apex") have filed a preliminary joint proxy statement/prospectus with the
Securities and Exchange Commission (the "SEC"). In addition, American Home, AHM
Investment Corp. and Apex will prepare and file a definitive joint proxy
statement/prospectus with the SEC. Investors are urged to carefully read the
definitive joint proxy statement/prospectus when it becomes available and any
other relevant documents regarding the proposed transactions filed with the SEC
because they will contain important information. You will be able to obtain the
documents free of charge at the website maintained by the SEC at www.sec.gov. In
addition, you may obtain documents filed with the SEC by American Home free of
charge by requesting them in writing from American Home Mortgage Holdings, Inc.,
520 Broadhollow Road, Melville, NY 11747, Attention: Alan B. Horn, or by
telephone at (516) 949-3900. You may obtain documents filed with the SEC by Apex
free of charge by requesting them in writing from Apex Mortgage Capital, Inc.,
865 South Figueroa Street, Suite 1800, Los Angeles, California 90017, Attention:
Investor Relations, or by telephone at (213) 244-0000.
Participants in Solicitation
American Home, AHM Investment Corp. and Apex, and their respective directors and
executive officers and other members of their management and employees, may be
deemed to be participants in the solicitation of proxies from the stockholders
of American Home and Apex in connection with the merger. Information about the
directors and executive officers of American Home and their ownership of
American Home shares is set forth in the proxy statement for American Home's
2003 annual meeting of stockholders. Information about the directors and
executive officers of Apex and their ownership of Apex stock is set forth in the
proxy statement for Apex's 2003 annual meeting of stockholders. Additional
information regarding the interests of such participants is set forth in the
preliminary joint proxy statement/prospectus and will be set forth in the
definitive joint proxy statement/prospectus when it is filed with the SEC.