Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12 Homeplex Mortgage Investments Corporation - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) Jay Hoffman - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement) Payment of Filing Fee (Check the appropriate box): [X] $125 per Exchange Act Rules 0-1l(c)(1)(ii), 14a-6(i)(1), 14a-6(j)(2) or Item 22(a)(2) of Schedule 14A. [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: HOMEPLEX MORTGAGE INVESTMENTS CORPORATION - -------------------------------------------------------------------------------- NOTICE OF ANNUAL MEETING OF STOCKHOLDERS June 13, 1995 - -------------------------------------------------------------------------------- The Annual Meeting of Stockholders of Homeplex Mortgage Investments Corporation, a Maryland corporation (the "Company"), will be held at 8:00 a.m., on Tuesday, June 13, 1995, at The Wigwam Resort Hotel, Litchfield Park, Arizona, for the following purposes: 1. To elect directors to serve until the next annual meeting of stockholders and until their successors are elected and qualified. 2. To ratify the appointment of Kenneth Leventhal & Company as the independent auditors of the Company for the fiscal year ending December 31, 1995. 3. To transact such other business as may properly come before the meeting or any adjournment thereof. The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice. Only stockholders of record at the close of business on May 5, 1995 are entitled to notice of and to vote at the meeting. All stockholders are cordially invited to attend the meeting in person. To assure your representation at the meeting, however, you are urged to mark, sign, date and return the enclosed proxy as promptly as possible in the postage-prepaid envelope enclosed for that purpose. Any stockholder attending the meeting may vote in person even if he or she previously has returned a proxy. Sincerely, Jay R. Hoffman Secretary Phoenix, Arizona May 12, 1995 HOMEPLEX MORTGAGE INVESTMENTS CORPORATION - -------------------------------------------------------------------------------- PROXY STATEMENT - -------------------------------------------------------------------------------- General The enclosed proxy is solicited on behalf of Homeplex Mortgage Investments Corporation, a Maryland corporation (the "Company"), by the Company's board of directors (the "Board of Directors") for use at the Annual Meeting of Stockholders to be held at 8:00 a.m. on Tuesday, June 13, 1995 (the "Meeting"), or at any adjournment thereof, for the purposes set forth in this proxy statement and in the accompanying Notice of Annual Meeting of Stockholders. The Meeting will be held at The Wigwam Resort Hotel, Litchfield Park, Arizona. These proxy solicitation materials were mailed on or about May 12, 1995, to all stockholders entitled to vote at the Meeting. The Company's principal executive office is located at 5333 North Seventh Street, Suite 219, Phoenix, Arizona 85014. The information contained in the "Compensation Committee Report on Executive Compensation" below and "Performance of the Common Stock" below shall not be deemed "filed" with the Securities and Exchange Commission or subject to Regulations 14A or 14C or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Voting Securities and Voting Rights Stockholders of record at the close of business on May 5, 1995 (the "Record Date") are entitled to notice of and to vote at the Meeting. On the Record Date, there were issued and outstanding 9,716,517 shares of the Company's Common Stock, $.01 par value (the "Common Stock"). The presence, in person or by proxy, of the holders of a majority of the total number of shares of Common Stock outstanding constitutes a quorum for the transaction of business at the Meeting. Each stockholder voting at the Meeting, either in person or by proxy, may cast one vote per share of Common Stock held on all matters to be voted on at the Meeting. The affirmative vote of a majority of the outstanding shares of Common Stock of the Company present in person or represented by proxy at the Meeting and entitled to vote on the election of directors is required for the election of directors. Votes cast by proxy or in person at the Meeting will be tabulated by the election inspectors appointed for the Meeting and will determine whether a quorum is present. The election inspectors will treat abstentions as shares that are present and entitled to vote for purposes of determining the presence of a quorum but as unvoted for purposes of determining the approval of any matter submitted to the stockholders for a vote. If a broker indicates on the proxy that it does not have discretionary authority as to certain shares to vote on a particular matter, those shares will not be considered as present and entitled to vote with respect to that matter. Revocability of Proxies Any person giving a proxy may revoke the proxy at any time before its use by delivering to the Company written notice of revocation or a duly executed proxy bearing a later date or by attending the Meeting and voting in person. Voting Solicitation The cost of this solicitation will be borne by the Company. In addition, the Company may reimburse brokerage firms and other persons representing beneficial owners of shares for expenses incurred in forwarding solicitation materials to such beneficial owners. Proxies also may be solicited by certain of the Company's directors and officers, personally or by telephone or telegram, without additional compensation. Annual Report The 1994 Annual Report to Stockholders, which was mailed to stockholders with or preceding this Proxy Statement, contains financial and other information about the activities of the Company but is not incorporated into this Proxy Statement and is not to be considered a part of these proxy soliciting materials. Security Ownership of Principal Stockholders and Management As of the Record Date, there were outstanding 9,716,517 shares of Common Stock of the Company. The table below sets forth the beneficial ownership of Common Stock of the Company as of the Record Date by each director and nominee for director, by each executive officer and by all directors and executive officers of the Company as a group, and each person known to the Company to be a beneficial owner of more than five percent of Common Stock which information as to beneficial ownership is based upon statements furnished to the Company by such persons. Name and Address Number of Shares Percent of of Beneficial Owner Beneficially Owned(1) Common Stock(2) Alan D. Hamberlin* ...................... 274,609(3) 2.71% Jay R. Hoffman* ......................... 77,029(4) ** Mark A. McKinley* ....................... 46,575(5) ** Mike Marusich* .......................... 34,273(5) ** Gregory K. Norris* ...................... 11,423(5) ** All directors and executive officers as a group (five persons) .............. 443,909(6) 4.31% 5% Stockholders: Ira Sochet .............................. 513,400 5.28% 5701 Sunset Drive, Suite 315 South Miami, Florida 33143 The InterGroup Corporation .............. 859,000(7) 8.84% and John V. Winfield * Each director and executive officer of the Company may be reached through the Company at 5333 North Seventh Street, Suite 219, Phoenix, Arizona 85014. ** Less than 1% of the outstanding shares of Common Stock. (1) Includes, where applicable, shares of Common Stock owned of record by such person's minor children and spouse and by other related individuals and entities over whose shares of Common Stock such person has custody, voting control or the power of disposition. (2) The percentages shown include the shares of Common Stock actually owned as of May 5, 1995 and the shares of Common Stock which the person or group had the right to acquire within 60 days of such date. In calculating the percentage of ownership, all shares of Common Stock which the identified person or group had the right to acquire within 60 days of May 5, 1995 upon the exercise of options are deemed to be outstanding for the purpose of computing the percentage of the shares of Common Stock owned by such person or group, but are not deemed to be outstanding for the purpose of computing the percentage of the shares of Common Stock owned by any other person. (3) Includes 37,900 shares of Common Stock indirectly beneficially owned by Mr. Hamberlin through a partnership and 236,709 shares of Common Stock which Mr. Hamberlin had the right to acquire within 60 days of May 5, 1995 by the exercise of stock options (including dividend equivalent rights). (4) Includes 15,000 shares of Common Stock owned by Mr. Hoffman and 62,029 shares of Common Stock which Mr. Hoffman had the right to acquire within 60 days of May 5, 1995 by the exercise of stock options (including dividend equivalent rights). (5) All of such shares of Common Stock are shares which Mr. McKinley, Mr. Marusich and Mr. Norris had the right to acquire within 60 days of May 5, 1995 by the exercise of stock options (including dividend equivalent rights). (6) Includes 391,009 shares of Common Stock which such persons had the right to acquire within 60 days of May 5, 1995 by the exercise of stock options (including dividend equivalent rights). (7) The nature of beneficial ownership of the 859,000 shares is 459,000 shares are owned by the InterGroup Corporation and 400,000 shares are owned by John V. Winfield. Mr. Winfield is Chairman of the Board and President of The InterGroup Corporation. As of February 7, 1995, 427,406 shares of InterGroup common stock, constituting 46% of the outstanding InterGroup shares, were owned directly or beneficially by Mr. Winfield. Other than options and dividend equivalent rights granted under the Company's stock option plan, there are no outstanding warrants, options or rights to purchase any shares of Common Stock of the Company, and no outstanding securities convertible into Common Stock of the Company. Compliance with Section 16(a) of the Securities Exchange Act of 1934 Section 16(a) of the Securities Exchange Act of 1934 requires the Company's officers and directors, and persons who own more than 10% of a registered class of the Company's equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission ("SEC") and the New York Stock Exchange. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. Based solely on the Company's review of the copies of such forms received by it during the fiscal year ended December 31, 1994, and written representations that no other reports were required, the Company believes that each person who, at any time during such fiscal year, was a director, officer or beneficial owner of more than 10% of the Company's Common Stock complied with all Section 16(a) filing requirements during such fiscal year or prior fiscal years. ELECTION OF DIRECTORS Nominees A board of four directors is to be elected at the Meeting. Unless otherwise instructed, the proxy holders will vote the proxies received by them for Alan D. Hamberlin, Mike Marusich, Mark A. McKinley and Gregory K. Norris, all of whom currently are directors of the Company. In the event that any nominee of the Company is unable or declines to serve as a director at the time of the Meeting, the proxies will be voted for any nominee designated by the current Board of Directors to fill the vacancy. It is not expected that any nominee will be unable or will decline to serve as a director. The term of office of each person elected as a director will continue until the next annual meeting of stockholders and until a successor has been elected and qualified. Biographical information respecting the nominees for directors is set forth below under the heading "Information Concerning Directors and Executive Officers of the Company." The Company's bylaws provide that the Board of Directors shall consist of not fewer than three nor more than 15 members. The bylaws further provide that, for so long as the Company maintains its election to be treated as a real estate investment trust ("REIT"), the majority of the members of the Board of Directors and of any committee of the Board of Directors will at all times be Unaffiliated Directors, except in the case of a vacancy. Unaffiliated Directors are directors who are not themselves, or affiliated with persons, responsible for directing or performing the day to day business affairs of the Company. As of the date of this Proxy Statement, the Unaffiliated Directors are Messrs. Marusich, McKinley and Norris. Vacancies occurring on the Board of Directors among the Unaffiliated Directors will be filled by nominees selected by the Unaffiliated Directors who are approved by the vote of a majority of the directors, including a majority of the Unaffiliated Directors. All directors are elected at each annual meeting of the Company's stockholders for a term of one year, and hold office until their successors are elected and qualified. All officers serve at the discretion of the Board of Directors. Information Concerning Directors and Executive Officers of the Company The directors and executive officers of the Company are as follows: Name Age Position(s) Held Alan D. Hamberlin 46 Chairman of the Board of Directors, Director, President and Chief Executive Officer Jay R. Hoffman 40 Vice President, Secretary, Treasurer and Chief Financial and Accounting Officer Mike Marusich 69 Director Mark A. McKinley 48 Director Gregory K. Norris 44 Director Alan D. Hamberlin has been a Director and the President and Chief Executive Officer of the Company since its organization and Chairman of the Board of Directors of the Company since January 1990. Mr. Hamberlin also served as the President and Chief Executive Officer of the managing general partner of the Company's former Manager. Mr. Hamberlin has been President of Courtland Homes, Inc. since July 1983. Mr. Hamberlin has served as a Director of American Southwest Financial Corporation and American Southwest Finance Co., Inc. since their organization in September 1982. Mr. Hamberlin also has served as a Director of American Southwest Affiliated Companies and American Southwest Holdings, Inc. since their respective organizations in March 1985 and August 1994. Jay R. Hoffman has been a Vice President and the Secretary, Treasurer and Chief Financial and Accounting Officer of the Company since July 1988. Mr. Hoffman, a certified public accountant, engaged in the practice of public accounting with Kenneth Leventhal & Company from March 1987 through June 1988 and with Arthur Andersen & Co. from June 1976 through March 1987. Mike Marusich has been a Director of the Company since June 1990. Mr. Marusich has been a business consultant since 1980. Mr. Marusich, a certified public accountant for 38 years, engaged in the practice of public accounting with Ernst & Whinney (now Ernst & Young) for 15 years and was a partner-in-charge of that firm's Phoenix, Arizona office from 1976 until his retirement in 1980. Mark A. McKinley has been a Director of the Company since May 1988. Mr. McKinley is currently Senior Vice President of NationsBanc Mortgage Corporation. Prior to that, he was the Co-Founder, President and Director of Cypress Financial Corporation organized in 1983 and Managing Director of Rancho Santa Margarita Mortgage Corporation, organized in 1990. Gregory K. Norris has been a Director of the Company since June 1990. Mr. Norris has been the President of Norris & Benedict Associates P.C., certified public accountants, or its predecessor firms since November 1979. Mr. Norris previously was engaged in the practice of public accounting with Bolan, Vassar and Borrows, certified public accountants, from December 1978 until November 1979 and with Ernst & Whinney (now Ernst & Young) from July 1974 until December 1978. On November 1, 1992, the Company entered into an employment agreement with Alan D. Hamberlin which superseded the previous employment agreement that was to expire on April 30, 1993. The term of the employment agreement is for the period from November 1, 1992 through April 30, 1996. The employment agreement provides for the employment of Mr. Hamberlin as the President and Chief Executive Officer of the Company and for Mr. Hamberlin to perform such duties and services as are customary for such a position. The employment agreement provides for Mr. Hamberlin to receive an annual base salary of $250,000 and an annual performance bonus in an amount equal to $1,500 for each $.01 per share of taxable income (computed in accordance with the Internal Revenue Code of 1986, as amended (the "Code")) distributed to the Company's stockholders with respect to each calendar year beginning with 1992. A corporation owned by Mr. Hamberlin also is entitled to the payment of $15,000 annually as reimbursement for expenses incurred by such company in providing support to Mr. Hamberlin in connection with the performance of his duties. The employment agreement provides for Mr. Hamberlin to receive his fixed and bonus compensation to the date of the termination of his employment by reason of his death, disability or resignation and for Mr. Hamberlin to receive his fixed compensation to the date of the termination of his employment by reason of the termination of his employment for cause as defined in the agreement. The employment agreement also provides for Mr. Hamberlin to receive his fixed compensation in a lump sum and bonus payments that would have been payable through the term of the agreement as if his employment had not been terminated in the event that Mr. Hamberlin or the Company terminates Mr. Hamberlin's employment following any "change in control" of the Company as defined in the agreement. Section 280G of the Code may limit the deductibility of such payments for federal income tax purposes. A change in control would include a merger or consolidation of the Company, a sale of all or substantially all of the assets of the Company, changes in the identity of a majority of the members of the Board of Directors of the Company or acquisitions of more than 9.8% of the Company's Common Stock subject to certain limitations. The employment agreement also restricts the Company from entering into a separate management agreement or arrangement without Mr. Hamberlin's consent. Meetings and Committees of the Board of Directors The Company's bylaws authorize the Board of Directors to appoint among its members an executive committee, an audit committee and other committees composed of three or more directors. A majority of the members of any committee so appointed must be Unaffiliated Directors. Messrs. Marusich, McKinley and Norris are members of the Company's Audit Committee and the Company's Special Committee. The Audit Committee reviews the annual financial statements, the significant accounting issues and the scope of the audit with the Company's independent auditors and is available to discuss with the auditors any other audit related matters which may arise during the year. The Special Committee was formed in May 1994 for the purpose of evaluating and negotiating a proposed merger transaction between American Southwest Holdings, Inc. and the Company. In February 1995, the Board of Directors of American Southwest Holdings, Inc. notified the Company that they were ending negotiations with respect to such merger transaction. The Board of Directors of the Company held a total of three meetings during the fiscal year ended December 31, 1994. One director was absent for one of the three meetings. The Company's Audit Committee met separately at one formal meeting during the fiscal year ended December 31, 1994. One director was absent for such Audit Committee meeting. The Special Committee held a total of eight meetings during the fiscal year ended December 31, 1994. One director was absent for one of the eight meetings. Transactions with Management and Others The Company is a party to a subcontract agreement (the "Subcontract Agreement") with American Southwest Financial Services, Inc. ("ASFS"), an affiliate of American Southwest Financial Corporation and American Southwest Finance Co., Inc. (together "American Southwest"), pursuant to which ASFS has agreed to perform certain services for the Company in connection with the issuance and administration of mortgage securities issued by the Company or by any affiliate of ASFS with respect to which the Company acquires mortgage interests. Based on reports received by the Company from ASFS, ASFS received administration fees and expenses of $165,000 for the year ended December 31, 1994 for services performed by ASFS in connection with mortgage securities with respect to which the Company owns mortgage interests. The Company is not affiliated with American Southwest or ASFS, except as described in the following two paragraphs. Except for the Subcontract Agreement with ASFS, the Company has no agreements with ASFS or American Southwest. Alan D. Hamberlin directly or indirectly owns a total of 6.7% of the voting stock of American Southwest Holdings, Inc. American Southwest Holdings, Inc. directly or indirectly owns 100% of the voting stock of, among other entities, ASFS, American Southwest Financial Corporation and Westam Mortgage Financial Corporation. Alan D. Hamberlin also is a director of American Southwest Financial Corporation, American Southwest Finance Co., Inc., American Southwest Affiliated Companies and American Southwest Holdings, Inc. Executive Compensation