-----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, GLhrk2VS6XDwOsTzxogvXAkAKoa7Tn8d9hE2nk605smcv+i1yeDdCVaDNhZahMd+ 7woXX9RL9Neoai9EKfrtEw== 0001200952-04-000162.txt : 20040305 0001200952-04-000162.hdr.sgml : 20040305 20040305111901 ACCESSION NUMBER: 0001200952-04-000162 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040305 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NIERENBERG DAVID CENTRAL INDEX KEY: 0001040899 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 19605 N E 8TH STREET CITY: CAMAS STATE: WA ZIP: 98607 BUSINESS PHONE: 3606048600 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: 1934 Act SEC FILE NUMBER: 005-52265 FILM NUMBER: 04650833 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 SC 13D 1 dn_13d40304.txt REPORT OF HOLDINGS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 AMERICAN RESIDENTIAL INVESTMENT TRUST, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 02926T103 ------------------------------ (CUSIP Number) David Nierenberg, The D3 Family Fund, 19605 NE 8th St., Camas, WA 98607 360-604-8600 ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 3, 2004 ------------------------------- (Date of Event which Requires Filing of this Statement) *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 the disclosures provided in a prior cover page. The information required in 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 ("Act") 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). Page 1 of 13 SCHEDULE 13D -------------- CUSIP No. 02926T103 Page 2 of 13 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The D3 Family Funds, LP. (David Nierenberg is President of the General Partner, which is Nierenberg Investment Management Company.) -------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 3) SEC USE ONLY -------------------------------------------------------------------------- 4) SOURCE OF FUNDS WC -------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] -------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Washington -------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF 924,002 (11.8%) SHARES -------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 0 -------------------------------------------------- EACH 9) SOLE DISPOSITIVE POWER REPORTING 924,002 PERSON -------------------------------------------------- WITH 10) SHARED DISPOSITIVE POWER 0 -------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Aggregate amount owned is 1,340,700 shares (17.1%) -------------------------------------------------------------------------- 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.1% -------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON* PN -------------------------------------------------------------------------- SCHEDULE 13D -------------- CUSIP No. 02926T103 Page 3 of 13 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The D3 Family Retirement Fund, L.P. (David Nierenberg is President of the General Partner, which is Nierenberg Investment Management Company.) -------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 3) SEC USE ONLY -------------------------------------------------------------------------- 4) SOURCE OF FUNDS WC -------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] -------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Washington -------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF 286,986 (3.7%) SHARES -------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 0 -------------------------------------------------- EACH 9) SOLE DISPOSITIVE POWER REPORTING 286,986 PERSON -------------------------------------------------- WITH 10) SHARED DISPOSITIVE POWER 0 -------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Aggregate amount owned is 1,340,700 shares (17.1%) -------------------------------------------------------------------------- 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.1% -------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON* PN -------------------------------------------------------------------------- SCHEDULE 13D -------------- CUSIP No. 02926T103 Page 4 of 13 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The D3 Children's Fund, L.P. (David Nierenberg is President of the General Partner, which is Nierenberg Investment Management Company.) -------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 3) SEC USE ONLY -------------------------------------------------------------------------- 4) SOURCE OF FUNDS WC -------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] -------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Washington -------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF 65,800 (0.8%) SHARES -------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 0 -------------------------------------------------- EACH 9) SOLE DISPOSITIVE POWER REPORTING 65,800 PERSON -------------------------------------------------- WITH 10) SHARED DISPOSITIVE POWER 0 -------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Aggregate amount owned is 1,340,700 shares (17.1%) -------------------------------------------------------------------------- 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.1% -------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON* PN -------------------------------------------------------------------------- SCHEDULE 13D -------------- CUSIP No. 02926T103 Page 5 of 13 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The D3 Offshore Fund, L.P. (David Nierenberg is President of the General Partner, which is Nierenberg Investment Management Company.) -------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 3) SEC USE ONLY -------------------------------------------------------------------------- 4) SOURCE OF FUNDS WC -------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] -------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Washington -------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF 63,912 (0.8%) SHARES -------------------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 0 -------------------------------------------------- EACH 9) SOLE DISPOSITIVE POWER REPORTING 63,912 PERSON -------------------------------------------------- WITH 10) SHARED DISPOSITIVE POWER 0 -------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Aggregate amount owned is 1,340,700 shares (17.1%) -------------------------------------------------------------------------- 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.1% -------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON* PN -------------------------------------------------------------------------- Page 6 of 13 Item 1. Security and Issuer Common stock of AMERICAN RESIDENTIAL INVESTMENT TRUST, INC. (INV) 10421 WATERIDGE CIRCLE, SUITE 250, SAN DIEGO, CA 92121 Item 2. Identity and Background The D3 Family Fund, L.P., a Washington State partnership, whose principal business is investing in the equities of public micro-cap issuers. Located at 19605 N.E. 8th St., Camas, Washington 98607. No convictions or administrative proceedings. Item 3. Source and Amount of Funds or Other Consideration Source of funds is money invested in the partnership by its partners. Item 4. Purpose of Transaction We have known INV's CEO John Robbins for three years, having worked together as fellow outside directors of Garden Fresh Restaurant Corp (LTUS-NASDAQ). From that collaboration we have developed a high regard for his capabilities as a CEO, businessman, entrepreneur, and corporate director. With this investment we become the company's largest shareholder. We have done this both because of our enthusiasm for John Robbins' leadership and his experienced, capable management team, and also because we are convinced that INV is significantly undervalued today. For example, on December 31, 2003, INV's book value per share was $11.24 and each INV share was backed up by $5.91 in cash, almost all of it unencumbered. Most other firms in the industry trade at a premium to, even a multiple of, book value, rather than at a discount from it. Moreover we expect that both INV's book value and cash per share will grow in the future as the company liquidates its original REIT business and cost effectively invests instead in expanding its mortgage origination business through product line extension and entry into new geographic markets. We believe that these initiatives will continue the company's rapid profitable growth of the last several years, even as interest rates increase. Therefore we expect that those of us who hold the shares over the next 3-5 years are likely to be rewarded with a substantial increase in the company's share price. Item 5. Interest in Securities of the Issuer (a, b) D3 Family Fund, L.P. owns, and has sole voting and dispositive power over, 924,002 common shares of INV. (c) Transactions in the last 60 days DATE SHARES PRICE ------------------------------------------------------- 03/03/04 755,852 9.50 (d) N/A (e) N/A Page 7 of 13 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer N/A Item 7. Material to be Filed as Exhibits N/A Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. March 4, 2004 /s/ DAVID NIERENBERG - ------------------- ------------------------------------ Date David Nierenberg President Nierenberg Investment Management Company, Inc., the General Partner Of The D3 Family Fund, L.P. Page 8 of 13 Item 1. Security and Issuer Common stock of AMERICAN RESIDENTIAL INVESTMENT TRUST, INC. (INV) 10421 WATERIDGE CIRCLE, SUITE 250, SAN DIEGO, CA 92121 Item 2. Identity and Background The D3 Family Retirement Fund, L.P., a Washington State partnership, whose principal business is investing in the equities of public micro-cap issuers. Located at 19605 N.E. 8th St., Camas, Washington 98607. No convictions or administrative proceedings. Item 3. Source and Amount of Funds or Other Consideration Source of funds is money invested in the partnership by its partners. Item 4. Purpose of Transaction We have known INV's CEO John Robbins for three years, having worked together as fellow outside directors of Garden Fresh Restaurant Corp (LTUS-NASDAQ). From that collaboration we have developed a high regard for his capabilities as a CEO, businessman, entrepreneur, and corporate director. With this investment we become the company's largest shareholder. We have done this both because of our enthusiasm for John Robbins' leadership and his experienced, capable management team, and also because we are convinced that INV is significantly undervalued today. For example, on December 31, 2003, INV's book value per share was $11.24 and each INV share was backed up by $5.91 in cash, almost all of it unencumbered. Most other firms in the industry trade at a premium to, even a multiple of, book value, rather than at a discount from it. Moreover we expect that both INV's book value and cash per share will grow in the future as the company liquidates its original REIT business and cost effectively invests instead in expanding its mortgage origination business through product line extension and entry into new geographic markets. We believe that these initiatives will continue the company's rapid profitable growth of the last several years, even as interest rates increase. Therefore we expect that those of us who hold the shares over the next 3-5 years are likely to be rewarded with a substantial increase in the company's share price. Item 5. Interest in Securities of the Issuer (a, b) D3 Family Retirement Fund, LP owns, and has sole voting and dispositive power over, 286,986 common shares of INV. (c) Transactions in the last 60 days DATE SHARES PRICE ------------------------------------------------------- 03/03/04 235,111 9.50 (d) N/A (e) N/A Page 9 of 13 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer N/A Item 7. Material to be Filed as Exhibits N/A Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. March 4, 2004 /s/ DAVID NIERENBERG - ------------------- ------------------------------------ Date David Nierenberg President Nierenberg Investment Management Company, Inc., the General Partner Of The D3 Family Retirement Fund, L.P. Page 10 of 13 Item 1. Security and Issuer Common stock of AMERICAN RESIDENTIAL INVESTMENT TRUST, INC. (INV) 10421 WATERIDGE CIRCLE, SUITE 250, SAN DIEGO, CA 92121 Item 2. Identity and Background The D3 Children's Fund, L.P., a Washington State partnership, whose principal business is investing in the equities of public micro-cap issuers. Located at 19605 N.E. 8th St., Camas, Washington 98607. No convictions or administrative proceedings. Item 3. Source and Amount of Funds or Other Consideration Source of funds is money invested in the partnership by its partners. Item 4. Purpose of Transaction We have known INV's CEO John Robbins for three years, having worked together as fellow outside directors of Garden Fresh Restaurant Corp (LTUS-NASDAQ). From that collaboration we have developed a high regard for his capabilities as a CEO, businessman, entrepreneur, and corporate director. With this investment we become the company's largest shareholder. We have done this both because of our enthusiasm for John Robbins' leadership and his experienced, capable management team, and also because we are convinced that INV is significantly undervalued today. For example, on December 31, 2003, INV's book value per share was $11.24 and each INV share was backed up by $5.91 in cash, almost all of it unencumbered. Most other firms in the industry trade at a premium to, even a multiple of, book value, rather than at a discount from it. Moreover we expect that both INV's book value and cash per share will grow in the future as the company liquidates its original REIT business and cost effectively invests instead in expanding its mortgage origination business through product line extension and entry into new geographic markets. We believe that these initiatives will continue the company's rapid profitable growth of the last several years, even as interest rates increase. Therefore we expect that those of us who hold the shares over the next 3-5 years are likely to be rewarded with a substantial increase in the company's share price. Item 5. Interest in Securities of the Issuer (a, b) D3 Children's Fund, LP owns, and has sole voting and dispositive power over, 65,800 common shares of INV. (c) Transactions in the last 60 days DATE SHARES PRICE ------------------------------------------------------- 03/04/04 55,265 9.50 (d) N/A (e) N/A Page 11 of 13 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer N/A Item 7. Material to be Filed as Exhibits N/A Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. March 4, 2004 /s/ DAVID NIERENBERG - ------------------- ------------------------------------ Date David Nierenberg President Nierenberg Investment Management Company, Inc., the General Partner Of The D3 Children's Fund, L.P. Page 12 of 13 Item 1. Security and Issuer Common stock of AMERICAN RESIDENTIAL INVESTMENT TRUST, INC. (INV) 10421 WATERIDGE CIRCLE, SUITE 250, SAN DIEGO, CA 92121 Item 2. Identity and Background The D3 Offshore Fund, L.P., a Washington State partnership, whose principal business is investing in the equities of public micro-cap issuers. Located at 19605 N.E. 8th St., Camas, Washington 98607. No convictions or administrative proceedings. Item 3. Source and Amount of Funds or Other Consideration Source of funds is money invested in the partnership by its partners. Item 4. Purpose of Transaction We have known INV's CEO John Robbins for three years, having worked together as fellow outside directors of Garden Fresh Restaurant Corp (LTUS-NASDAQ). From that collaboration we have developed a high regard for his capabilities as a CEO, businessman, entrepreneur, and corporate director. With this investment we become the company's largest shareholder. We have done this both because of our enthusiasm for John Robbins' leadership and his experienced, capable management team, and also because we are convinced that INV is significantly undervalued today. For example, on December 31, 2003, INV's book value per share was $11.24 and each INV share was backed up by $5.91 in cash, almost all of it unencumbered. Most other firms in the industry trade at a premium to, even a multiple of, book value, rather than at a discount from it. Moreover we expect that both INV's book value and cash per share will grow in the future as the company liquidates its original REIT business and cost effectively invests instead in expanding its mortgage origination business through product line extension and entry into new geographic markets. We believe that these initiatives will continue the company's rapid profitable growth of the last several years, even as interest rates increase. Therefore we expect that those of us who hold the shares over the next 3-5 years are likely to be rewarded with a substantial increase in the company's share price. Item 5. Interest in Securities of the Issuer (a, b) D3 Offshore Fund, LP owns, and has sole voting and dispositive power over, 63,912 common shares of INV. (c) Transactions in the last 60 days DATE SHARES PRICE ------------------------------------------------------- 03/03/04 53,772 9.50 (d) N/A (e) N/A Page 13 of 13 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer N/A Item 7. Material to be Filed as Exhibits N/A Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. March 4, 2004 /s/ DAVID NIERENBERG - ------------------- ------------------------------------ Date David Nierenberg President Nierenberg Investment Management Company, Inc., the General Partner Of The D3 Offshore Fund, L.P. -----END PRIVACY-ENHANCED MESSAGE-----