Fieldstone Investment Corporation Schedules Special Stockholders Meeting
2007年4月18日 - 7:22AM
PRニュース・ワイアー (英語)
COLUMBIA, Md., April 17 /PRNewswire-FirstCall/ -- Fieldstone
Investment Corporation (NASDAQ:FICC), announced today that it has
scheduled a special meeting of its stockholders to approve the
merger of a subsidiary of Credit- Based Asset Servicing and
Securitization LLC (C-BASS) with and into Fieldstone and the other
transactions contemplated by the Agreement of Merger, as amended,
by and among C-BASS, Rock Acquisition Corp., a wholly owned
subsidiary of C-BASS, and Fieldstone. The proposed merger of
Fieldstone by C- BASS was previously announced on February 16,
2007. The special meeting will be held on Tuesday, May 22, 2007 at
10:00 a.m., at the Sheraton Columbia Hotel, 10207 Wincopin Circle,
Columbia, Maryland 21044. Holders of Fieldstone's common stock of
record at the close of business on April 16, 2007, the record date
for the special meeting, will be entitled to vote at the meeting.
Fieldstone expects the transaction to close as soon as possible
following the special meeting, subject to various closing
conditions, including the affirmative vote of at least a majority
of Fieldstone's outstanding shares of common stock entitled to
vote, the receipt of regulatory approvals and certain consents of
third parties. Important Additional Information and Where to Find
It This communication is being made in respect of the proposed
merger transaction involving Fieldstone and C-BASS. In connection
with the proposed acquisition and required shareholder approval,
Fieldstone filed with the Securities and Exchange Commission (SEC)
a definitive proxy statement on April 17, 2007. The definitive
proxy statement is expected to be mailed to Fieldstone stockholders
on or about April 19, 2007. Fieldstone stockholders are urged to
read the definitive proxy statement because it contains important
information about the acquisition and Fieldstone. The definitive
proxy statement is publicly available at the SEC's web site at
http://www.sec.gov/, and investors and security holders may obtain
a free copy of the definitive proxy statement at the SEC's web
site. In addition, investors and security holders may also obtain a
free copy of the definitive proxy statement by going to the
Fieldstone investor website at
http://www.fieldstoneinvestment.com/, or by directing a request to:
Corporate Secretary, Fieldstone Investment Corporation, 11000
Broken Land Parkway, Columbia, Maryland 21044. Fieldstone and its
directors and officers and other members of management and
employees may be deemed to be participants in the solicitation of
proxies from the stockholders of Fieldstone in respect to the
proposed transaction. Information about Fieldstone and its
directors and executive officers, and their ownership of Fieldstone
securities is set forth in the proxy statement for the 2006 Annual
Meeting of Stockholders of Fieldstone which was filed with the SEC
on April 26, 2006. Additional information regarding the interests
of those persons may be obtained by reading the proxy statement
relating to the proposed transactions, when it becomes available.
About Fieldstone Investment Corporation Fieldstone Investment
Corporation owns and manages a portfolio of non- conforming
mortgage loans originated primarily by its mortgage origination
subsidiary, Fieldstone Mortgage Company, and has elected to be a
real estate investment trust for federal income tax purposes.
Founded in 1995, Fieldstone Mortgage Company is a nationwide
residential mortgage banking company that originates non-conforming
and conforming residential mortgage loans through independent
mortgage brokers and a network of retail branch offices located
throughout the country. Fieldstone is headquartered in Columbia,
Maryland. Information Regarding Forward-Looking Statements Certain
matters discussed in this press release may constitute "forward-
looking statements" within the meaning of the federal securities
laws including expectations regarding the approval of the proposed
merger and the expected timing on the closing of the proposed
merger. These statements are being made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Actual results and the timing of certain events may differ
materially from those indicated by such forward-looking statements
due to a variety of risks and uncertainties, many of which are
beyond Fieldstone's ability to control or predict, including but
not limited to (i) the potential inability to satisfy the
conditions to closing of the merger or the possibility that
Fieldstone's stockholders do not approve the merger; (ii)
Fieldstone's ability to implement or change aspects of its
portfolio strategy; (iii) interest rate volatility and the level of
interest rates generally; (iv) the sustainability of loan
origination volumes and levels of origination costs; (v) compliance
with the covenants in Fieldstone's credit and repurchase facilities
and continued availability of credit facilities for the liquidity
it needs to support its origination of mortgage loans; (vi) the
ability to sell or securitize mortgage loans on favorable economic
terms; (vii) deterioration in the credit quality of Fieldstone's
loan portfolio; (viii) the nature and amount of competition; (ix)
deterioration in the performance of Fieldstone's loans sold and the
related repurchase activity; (x) the impact of changes to the fair
value of Fieldstone's interest rate swaps on its net income, which
will vary based upon changes in interest rates and could cause net
income to vary significantly from quarter to quarter; and (xi)
other risks and uncertainties outlined in Fieldstone's periodic
reports filed with the Securities and Exchange Commission. All
subsequent written and oral forward-looking statements attributable
to us or any person acting on our behalf are qualified by the
cautionary statements in this section. We undertake no obligation
to update or publicly release any revisions to forward-looking
statements to reflect events, circumstances or changes in
expectations after the date of this press release. DATASOURCE:
Fieldstone Investment Corporation CONTACT: Mark C. Krebs, Director
of Investor Relations of Fieldstone Investment Corporation,
+1-410-772-5160, or +1-866-438-1088, or Web site:
http://www.fieldstoneinvestment.com/
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