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The following is an excerpt from a DEF 14A SEC Filing, filed by OWENS MORTGAGE INVESTMENT FUND A CALIF LTD PARTNERSHIP on 2/13/2013.
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OWENS MORTGAGE INVESTMENT FUND A CALIF LTD PARTNERSHIP - DEF 14A - 20130213 - PROXY_STATEMENT

PROXY STATEMENT/PROSPECTUS

Owens Mortgage Investment Fund,
a California Limited Partnership

2221 Olympic Boulevard
Walnut Creek, California 94595
February 14, 2013

Dear Owens Mortgage Investment Fund Limited Partner:

You are invited to attend a special meeting of the Limited Partners of Owens Mortgage Investment Fund, or OMIF, to be held at the Walnut Creek Marriott, 2355 N. Main Street, Walnut Creek, CA 94596 on the 3 rd day of April, 2013 at 1:00p.m., local time.

I am pleased to report that after careful consideration the board of directors of Owens Financial Group, Inc., as the sole general partner of OMIF, has unanimously approved a plan to restructure our business operations to allow OMIF to qualify as a real estate investment trust, or a REIT, for U.S. federal income tax purposes. We refer to the merger that will effect the restructuring, the related restructuring transactions and the election of REIT status as the REIT conversion. The REIT conversion is being undertaken in order to provide our Limited Partners with liquidity while maintaining the business operations and assets of OMIF. Subject to compliance with applicable REIT rules and regulations, we intend to operate our business after the REIT conversion substantially as it is currently conducted, while leaving substantially intact the current management structure and operating policies and substantially replicating in Owens Realty Mortgage, Inc. your rights in OMIF. We do not expect a significant change in our business operations as a result of the REIT conversion. The REIT conversion will not change our investment objectives.

The REIT conversion will include, among other things, the merger of OMIF with and into Owens Realty Mortgage, Inc., a recently formed Maryland corporation. Shortly following closing of the merger, we intend to elect to be taxed as a REIT under the U.S. Internal Revenue Code. In the merger, you will receive one share of common stock, par value $ 0.01 per share, of Owens Realty Mortgage, Inc., or Common Stock, for every 25 limited partner units of OMIF, or LP Units, that you own. The units of OMIF representing the general partner interest of Owens Financial Group, Inc. will be treated as follows: (a) the 1,496,600 units representing the general partner interest that was an expense of OMIF, or the Carried Interest, will be cancelled upon consummation of the merger; and (b) the approximate 1,378,256 units representing the general partner interest relating to cash contributions made by Owens Financial Group, Inc. to the capital of OMIF, or the GP Contribution Interest, will be converted into shares of Common Stock in the same manner LP Units are converted into shares of Common Stock. The 1,000 shares of Common Stock owned by William C. Owens, the sole stockholder of Owens Realty Mortgage, Inc. prior to the REIT conversion, will be cancelled in exchange for $1,000 in the merger. Owens Realty Mortgage, Inc. will issue up to a total of 11,199,351 shares of Common Stock in connection with the REIT conversion. No fractional shares of Common Stock will be issued in connection with the merger and REIT conversion. Instead, cash adjustments will be paid in respect of any shares of Common Stock that would otherwise be issuable, and the amount of such cash adjustments shall be determined in good faith by the board of directors of Owens Realty Mortgage, Inc. We will apply to list the shares of Common Stock on the NYSE MKT LLC, or the NYSE MKT, or on a national securities exchange acceptable to Owens Realty Mortgage, Inc. Approval for listing of the shares on the NYSE MKT, or on a national securities exchange acceptable to Owens Realty Mortgage, Inc., is a condition to consummation of the merger and REIT conversion.

At the special meeting, you will be asked to consider and vote upon a proposal to adopt and approve the merger agreement and to approve the transactions contemplated thereby, which will implement the REIT conversion.

Your vote is very important. We cannot complete the merger unless Limited Partners holding at least a majority of the outstanding LP Units (excluding any LP Units held by Owens Financial Group, Inc.) vote to adopt and approve the merger agreement and to approve the transactions contemplated
 
 
 

 
 
thereby. After careful consideration, the board of directors of Owens Financial Group, Inc., as the sole general partner of OMIF, has unanimously approved the merger agreement and the transactions contemplated thereby and recommends that you vote “FOR” the adoption and approval of the merger agreement and the approval of the transactions contemplated thereby, which will implement the REIT conversion.

Whether or not you plan to attend the special meeting, please take the time to vote by completing and mailing the enclosed proxy card to us. If you do not vote, it will have the same effect as voting against the merger proposal . Returning the proxy card does not deprive you of your right to attend the special meeting and to vote your LP Units in person.

This proxy statement/prospectus is a prospectus of Owens Realty Mortgage, Inc., as well as a proxy statement for OMIF and provides you with detailed information about the REIT conversion and the special meeting. We urge you to read carefully this entire proxy statement/prospectus, including all of its annexes. We especially encourage you to read the “Risk Factors” section beginning on page 19 , including discussion of the following risks, among others, related to the REIT conversion:

 
Our management has no experience operating a REIT, and we cannot assure you that our management’s past experience will be sufficient to successfully manage our business as a REIT, including complying with complicated U.S. federal income tax rules and regulations.
     
 
If we fail to qualify as a REIT for U.S. federal income tax purposes, we will be taxed as a corporation and our liability for certain U.S. federal, state and local income taxes can be expected to increase significantly, which can be expected to result in a material decrease in cash available for distribution to our stockholders.
     
 
You will no longer have redemption rights after the REIT conversion.
     
 
If you sell the Common Stock you receive in the merger after the REIT conversion, the price you receive may be less than the amount you may be able to receive either through an exercise of your redemption rights or in connection with a liquidation of OMIF.

We appreciate your cooperation in considering and acting on the matters presented.
   
 
Sincerely,
 
   
 
William C. Owens
 
Chairman, President and Chief Executive Officer
 
Owens Financial Group, Inc., the sole general partner of Owens Mortgage Investment Fund,
 
a California Limited Partnership


Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the securities to be issued in the merger or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.
This proxy statement/prospectus is dated February 14, 2013. This proxy statement/prospectus and accompanying form of proxy are being first mailed to Limited Partners of OMIF on or about February 14, 2013.

 
 

 



OWENS MORTGAGE INVESTMENT FUND,
a California Limited Partnership
2221 Olympic Boulevard
Walnut Creek, California 94595
BROKERAGE PARTNERS