-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EVGRYoVYF/rsBPO8Pc9FCm2O9JJFlni7qzvxI3Rt/TQIG2txZoK6EaAAr3X0/DJi 1KNvyy/VZMijF/OvaNhrLA== 0001005477-99-002741.txt : 19990607 0001005477-99-002741.hdr.sgml : 19990607 ACCESSION NUMBER: 0001005477-99-002741 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990604 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN RESIDENTIAL INVESTMENT TRUST INC CENTRAL INDEX KEY: 0001035744 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 330741174 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-52265 FILM NUMBER: 99640688 BUSINESS ADDRESS: STREET 1: 445 MARINE VIEW AVE SUITE 230 STREET 2: STE 260 CITY: DEL MAR STATE: CA ZIP: 92014 BUSINESS PHONE: 6193505008 MAIL ADDRESS: STREET 1: 445 MARINE VIEW AVE SUITE 230 CITY: DEL MAR STATE: CA ZIP: 92014 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALETHEID RESEARCH & MANAGEMENT INC CENTRAL INDEX KEY: 0001087839 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 954647814 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 100 WILSHIRE BLVD STREET 2: STE 1960 CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 3108990800 MAIL ADDRESS: STREET 1: 100 WILSHIRE BLVD STREET 2: STE 1960 CITY: SANTA MONICA STATE: CA ZIP: 90401 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------ SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. )(1) AMERICAN RESIDENTIAL INVESTMENT TRUST, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 02926T103 - -------------------------------------------------------------------------------- (CUSIP Number) Noah Klarish & Associates, P.C. 1 World Trade Center - 85th Floor New York, NY 10048 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 26, 1999 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box |_|. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 8 Pages) - ---------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 02926T103 SCHEDULE 13D Page 2 of 8 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Aletheia Research and Management, Inc. 95-4647814 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY WC, OO - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION California - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER (includes 19,800 shares held by Aletheia Hyperion, L.P. and 36,000 55,400 shares held by Aletheia Metron, L.P. NUMBER OF over which the Reporting Person has SHARES voting power) BENEFICIALLY -------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 0 PERSON -------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER (includes 19,800 shares held by 423,900 Aletheia Hyperion, L.P. and 36,000 shares held by Aletheia Metron, L.P. and 368,100 shares held by various accounts over which Reporting Person has share dispositive power.) -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER shares held by various accounts over 368,100 which Reporting Person has share dispositive authority -------------------------------------------------------- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 423,900 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.26% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuer. This statement relates to the Common Stock, $.01 par value per share (the "Common Stock"), of American Residential Investment Trust, Inc., a Maryland corporation (the "Issuer"). The Issuer maintains its principal executive office at 445 Marine View Avenue, Suite 230, Del Mar, CA 92014. Item 2. Identity and Background. (a) This statement is filed by (i) Aletheia Research and Management, Inc., a California corporation ("Aletheia Research and Management"), with respect to (i) shares of the Issuer's Common Stock held in investment accounts over which Aletheia Research and Management has dispositive authority, (ii) shares of the Issuer's Common Stock held by Aletheia Hyperion, L.P., a Delaware limited partnership ("Aletheia Hyperion") for whom Aletheia Research and Management acts as general partner, and (iii) shares of the Issuer's Common Stock held by Aletheia Metron, L.P., a Delaware limited partnership ("Aletheia Metron") for whom Aletheia Research and Management acts as general partner. Aletheia Research and Management shall sometimes be referred to herein as the "Reporting Person." (b) The business address of Aletheia Research and Management is 100 Wilshire Boulevard, Suite 1960, Santa Monica, CA 90401. (c) The principal business of Aletheia Research and Management is securities investment. (d) During the past five years, neither Aletheia Research and Management nor any of its executive officers, directors or controlling persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, neither Aletheia Research and Management nor any of its executive officers, directors or controlling persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in their being subject to a judgment, decree or final order enjoining any such person from future violations of or prohibiting or mandating activities subject to federal or state securities laws, or finding any violation of such laws by any such person. Item 3. Source and Amount of Funds or Other Consideration. Aletheia Research and Management has dispositive authority over accounts which own 368,100 shares of the Issuer's Common Stock for which such accounts paid a total of $2,699,719 from the personal funds of the beneficial owners of such accounts. Aletheia Hyperion directly owns 19,800 shares of the Issuer's Common Stock for which it paid $150,478 from its investment capital. Aletheia Metron directly 3 owns 36,000 shares of the Issuer's Common Stock for which it paid $269,629 from its investment capital. Item 4. Purpose of Transaction. The Reporting Person has acquired shares of the Issuer's Common Stock for investment. The Reporting Person has no plans or proposals which, other than as expressly set forth below, would relate to or would result in: (a) the acquisition of additional securities of the Issuer or the disposition of presently-owned securities of the Issuer; (b) any extraordinary corporate transaction involving the Issuer; (c) a sale or transfer of a material amount of assets of the Issuer; (d) any change in the present Board of Directors or management of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any material change in the operating policies or corporate structure of the Issuer; (g) any change in the Issuer's charter or by-laws; (h) the Common Stock of the Issuer ceasing to be authorized to be quoted on the New York Stock Exchange; or (i) causing the Issuer becoming eligible for termination of registration pursuant to Section 12(g) (4) of the Securities Exchange Act of 1934. The Reporting Person, however, reserves the right, at a later date, to effect one or more of such changes or transactions. Although the Reporting Person has no present plans to purchase additional shares of the Issuer's Common Stock or sell any of its shares of the Issuer's Common Stock, it may seek to purchase additional shares of the Issuer's Common Stock or sell some or all of its shares of the Issuer's Common Stock in the open market or in privately negotiated transactions from or to one or more sellers or purchasers, as the case may be, provided that, in accordance with its best judgment in light of the circumstances existing at the time, such transactions present an attractive (long or short term) opportunity for profit. The Reporting Person further reserves the right to act in concert with any other shareholders of the Issuer, or other persons, for a common purpose should they determine to do so, and/or to recommend courses of action to management and the shareholders of the Issuer. Item 5. Interest in Securities of the Issuer. (a) The number of shares of the Issuer's Common Stock and the percentage of the outstanding shares (based upon 8,055,500 shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999) directly beneficially owned by each Reporting Person is as follows: 4 Percentage of Name Number of Shares Outstanding Shares - ---- ---------------- ------------------ Aletheia Hyperion 19,800 0.2% Aletheia Metron 36,000 0.4% Accounts over which Aletheia Research and Management has dispositive authority 368,100 4.6% (b) Aletheia Research and Management has sole power to vote 55,400 shares of the Issuer's Common Stock and sole power to dispose or to direct the disposition of 423,900 shares of the Issuer's Common Stock. (c) See Appendix A annexed hereto. (d) Certain persons have the right to receive dividends from or the proceeds of sale of certain of the shares of the Issuer's Common Stock included in this statement. No such person individually has the right to receive dividends or proceeds relating to shares of the Issuer's Common Stock constituting more than 5% of the class of the Issuer's Common Stock. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Aletheia Research and Management may be deemed to have beneficial ownership and control of the shares of the Issuer's Common Stock held by accounts with respect to which it has dispositive authority and shares held by Aletheia Hyperion and Aletheia Metron by virtue of its status as the General Partner of such entities. Aletheia Research and Management disclaims beneficial ownership of the shares of the Issuer's Common Stock held by the accounts over which it has dispositive authority and by Aletheia Hyperion and Aletheia Metron. Other than as set forth above, the Reporting Person has no contracts, arrangements, understandings or relationships (legal or otherwise) with any other persons with respect to the shares of the Issuer's Common Stock. Item 7. Material to be Filed as Exhibits. None 5 Signatures After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: June 4, 1999 ALETHEIA RESEARCH AND MANAGEMENT, INC. By: /s/ Peter J. Eichler ----------------------------------------- Peter J. Eichler, Chief Executive Officer 6 APPENDIX 1 TRANSACTIONS IN AMERICAN RESIDENTIAL INVESTMENT TRUST, INC. COMMON STOCK WITHIN THE PAST 60 DAYS All transactions were open market purchases or sales and the commissions are not included in the price of the shares. 1. Accounts over which the Reporting Person has Dispositive Authority. NUMBER OF COST OF SHARES PURCHASE OR PURCHASES OR TRADE PURCHASED OR SALE PRICE PROCEEDS OF DATE SOLD PER SHARE SALES ---- ---- --------- ----- 3/25/99 5,900 $7.3782 $43,531.38 3/26/99 1,000 7.3750 7,375.00 3/30/99 16,500 7.2223 119,167.95 3/31/99 7,000 7.3813 51,669.10 4/7/99 200 7.1250 1,425.00 4/8/99 10,200 7.3536 75,006.72 4/9/99 11,500 7.5000 86,250.00 4/12/99 9,500 7.8920 74,974.00 4/13/99 7,700 7.9140 60,937.80 4/14/99 600 8.0000 4,800.00 4/15/99 6,400 7.9648 50,974.72 4/15/99 <1,200> 8.1250 <-9,750.00> 4/15/99 1,200 8.1250 9,750.00 4/16/99 16,100 8.2380 132,631.80 4/19/99 5,000 8.3063 41,531.50 4/22/99 13,500 7.9653 107,531.55 4/26/99 3,600 8.3750 30,150.00 4/28/99 2,600 8.0577 20,950.02 4/28/99 1,200 8.1875 9,825.00 5/5/99 <-600> 7.2500 <-4,350.00> 5/10/99 5,000 7.6375 38,187.50 5/11/99 34,900 7.9960 279,060.40 5/12/99 13,100 8.2325 107,845.75 5/13/99 7,500 8.2650 61,987.50 5/14/99 2,300 8.4103 19,343.69 5/26/99 21,000 8.0510 169,071.00 ------------- ------------- 201,700 $1,589,877.20 7 2. Aletheia Metron, L.P. NUMBER OF COST OF SHARES PURCHASE OR PURCHASES OR TRADE PURCHASED OR SALE PRICE PROCEEDS OF DATE SOLD PER SHARE SALES ---- ---- --------- ----- 2/24/99 1,000 $7.3750 $7,375.00 3/8/99 1,000 7.2500 7,250.00 3/17/99 1,000 7.3750 7,375.00 3/19/99 1,000 6.7500 6,750.00 4/12/99 10,000 7.8920 78,920.00 5/12/99 5,000 8.2325 41,162.50 5/13/99 2,000 8.2650 16,530.00 5/26/99 4,000 8.0510 32,204.00 ------ ----------- 25,000 $197,566.50 3. Aletheia Hyperion, L.P. NUMBER OF COST OF SHARES PURCHASE OR PURCHASES OR TRADE PURCHASED OR SALE PRICE PROCEEDS OF DATE SOLD PER SHARE SALES ---- ---- --------- ----- 3/8/99 2,000 7.2442 $ 14,488.40 3/31/99 1,000 7.3813 7,381.30 4/7/99 500 7.1250 3,562.50 4/7/99 1,000 7.1875 7,187.50 4/7/99 1,000 7.2500 7,250.00 4/7/99 500 7.3125 3,656.25 4/20/99 2,000 7.8906 15,781.25 5/12/99 2,200 8.2325 18,111.50 5/13/99 3,000 8.2650 24,795.00 5/25/99 1,600 7.6875 12,300.00 5/26/99 3,000 8.0510 24,153.00 ------ ----------- 17,800 $138,666.70 0217-024 8 -----END PRIVACY-ENHANCED MESSAGE-----