425 1 am675241-425_2nd.htm FORM 425 Form 425

Filed by American Home Mortgage, 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
Commission File No: 001-13637
Subject Company: Apex Mortgage Capital, Inc.

Safe Harbor Statement

This release contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectation and are naturally subject to uncertainty and changes in circumstances. Actual results may vary materially from the expectations contained herein. The forward-looking statements contained herein include statements about future financial operating results and benefits of the pending merger between American Home Mortgage Holdings, Inc. (“American Home”) and Apex Mortgage Capital, Inc. (“Apex”). Factors that could cause actual results to differ materially from those described herein include: the inability to obtain shareholder or regulatory approvals; the potential fluctuations in American Home’s or Apex’s operating results; American Home’s or Apex’s potential need for additional capital; the direction of interest rates and their subsequent effect on American Home’s or Apex’s business; federal and state regulation of mortgage banking; competition; American Home’s ability to attract and retain skilled personnel; actions of the U.S., foreign and local governments; the inability to successfully integrate the businesses of American Home and Apex; costs related to the merger; the inability to achieve cost-cutting synergies resulting from the merger and the general economic environment. Neither American Home nor Apex is under any obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise.

We urge investors to read the Proxy Statement/Prospectus and any other relevant documents that American Home and Apex have filed and will file with the Securities and Exchange Commission because they contain important information.

American Home and Apex will file a proxy statement/prospectus and other relevant documents concerning the proposed merger transaction with the SEC. Investors are urged to read the proxy statement/prospectus when it becomes available and any other relevant documents 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, 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, Los Angeles, California 90017, Attention: David DeVito, or by telephone at (213) 244-0000.

American Home 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. Investors may obtain additional information regarding the interests of such participants by reading the proxy statement/prospectus when its becomes available.