-----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, Gw26xcfhamhSmAdCEemHDooTIZvC2ZN0Aj2Rj0uhI1DYRvL38N4+WzJZwUop64D9 pnS5ey/N90lzWtg0y6CUmA== 0000950136-03-000760.txt : 20030401 0000950136-03-000760.hdr.sgml : 20030401 20030331204421 ACCESSION NUMBER: 0000950136-03-000760 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 4 333-74618 FILED AS OF DATE: 20030331 EFFECTIVENESS DATE: 20030331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANNALY MORTGAGE MANAGEMENT INC CENTRAL INDEX KEY: 0001043219 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 223479661 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-104187 FILM NUMBER: 03632612 BUSINESS ADDRESS: STREET 1: 1211 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212 696 0100 MAIL ADDRESS: STREET 1: 1211 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 S-3MEF 1 file001.txt RULE 462(B) REGISTRATION OF ADDITIONAL SHARES As filed with the Securities and Exchange Commission on March 31, 2003 Registration Statement No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- ANNALY MORTGAGE MANAGEMENT, INC. (Exact Name of Registrant as Specified in its Charter) MARYLAND 22-3479661 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 1211 AVENUE OF THE AMERICAS, SUITE 2902 NEW YORK, NEW YORK 10017 (212) 696-0100 (Address, Including Zip Code, and Telephone Number, including Area Code, of Registrant's Principal Executive Offices) -------------- MICHAEL A.J. FARRELL CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER AND PRESIDENT ANNALY MORTGAGE MANAGEMENT, INC. 1211 AVENUE OF THE AMERICAS, SUITE 2902 NEW YORK, NEW YORK 10017 (212) 696-0100 (Name, Address, Including Zip Code, and Telephone Number, including Area Code, of Agent for Service) -------------- Copies to: R. NICHOLAS SINGH, ESQ. MCKEE NELSON LLP 1919 M STREET, N.W. SUITE 800 WASHINGTON, D.C. 20036 (202) 775-1880 Approximate date of commencement of proposed sale to the public: From time to time or at one time after the effective date of the Registration Statement as the Registrant shall determine. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-74618 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------- Title of Each Class of Securities to be Registered Proposed Maximum Aggregate Price(1) Amount of Registration Fee(2) - ----------------------------------------------------------------------------------------------------------------------------------- Common Stock (3).......................................... $26,584,528 $2,151 Preferred Stock (4)....................................... - -----------------------------------------------------------------------------------------------------------------------------------
(footnotes continued on next page) (footnotes continued from previous page) (1) In no event will the maximum aggregate offering price of all securities issued pursuant to this registration statement and the registration statement on Form S-3, file no. 333-74618 exceed those registered under such registration statements. (2) Calculated pursuant to Rule 457(o) under the Securities Act. (3) Subject to footnote 1, there is being registered hereunder an indeterminate number of shares of common stock as may be sold, from time to time, by the registrant. There is also being registered hereunder an indeterminate number of shares of common stock as shall be issuable upon conversion of the shares of preferred stock registered hereby. (4) Subject to footnote 1, there is being registered hereunder an indeterminate number of shares of preferred stock as may be sold from time to time by the registrant. EXPLANATORY STATEMENT This registration statement on Form S-3 is being filed pursuant to Rule 462(b) and General Instruction IV to Form S-3, both promulgated under the Securities Act of 1933, as amended, to register an additional $26,584,528 of Common Stock of Annaly Mortgage Management, Inc. INCORPORATION BY REFERENCE The contents of the registration statement on Form S-3 relating to the registration of $162,000,000 of common stock, preferred stock and any combination of the foregoing of Annaly Mortgage Management, Inc. filed on June 12, 2002, file number 333-74618 which was declared effective by the Securities and Exchange Commission (the "Commission") on June 18, 2002 and which remains effective as of the date of this filing, are incorporated herein by reference. CERTIFICATION The Company hereby certifies to the Commission that (i) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission's account at Mellon Bank as soon as practicable (but no later than the close of business as of April 1, 2003), (ii) it will not revoke such instructions, (iii) it has sufficient funds in the relevant account to cover the amount of such filing fee, and (iv) it will confirm receipt of such instructions by its bank during the bank's regular business hours no later than April 1, 2003. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on March 31, 2003. ANNALY MORTGAGE MANAGEMENT, INC. By: /s/ Michael A.J. Farrell ----------------------------- Michael A.J. Farrell Chairman of the Board of Directors, Chief Executive Officer and President Each person whose signature appears below hereby authorizes Michael A.J. Farrell and Wellington J. Denahan, and each of them, as attorney-in-fact, to sign on his or her behalf, individually and in each capacity stated below, any amendment, including post-effective amendments to this registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated.
Signatures Title Date ---------- ----- ---- Director - -------------------------------- Kevin P. Brady /s/ Spencer I. Browne Director March 31, 2003 - -------------------------------- Spencer I. Browne /s/ Kathryn F. Fagan Chief Financial Officer and March 31, 2003 - -------------------------------- Treasurer (principal financial Kathryn F. Fagan and accounting officer) /s/ Michael A.J. Farrell Chairman of the Board of Directors, March 31, 2003 - --------------------------------- Chief Executive Officer, President Michael A.J. Farrell and Director (principal executive officer) /s/ Jonathan D. Green Director March 31, 2003 - -------------------------------- Jonathan D. Green
II-4
/s/ John A. Lambiase Director March 31, 2003 - ------------------------------ John A. Lambiase /s/ Donnell A. Segalas Director March 31, 2003 - -------------------------------- Donnell A. Segalas /s/ Wellington J. Denahan Vice Chairman of the Board of March 31, 2003 - ------------------------------ Directors and Director Wellington J. Denahan
II-5 EXHIBIT INDEX
Exhibit Exhibit Description Number 5.1 Opinion of McKee Nelson LLP (including consent of such firm). 8.1 Tax Opinion of McKee Nelson LLP (including consent of such firm). 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of McKee Nelson LLP (included in Exhibits 5.1 and 8.1).
EX-5.1 3 file002.txt OPINION OF MCKEE NELSON LLP Exhibit 5.1 [LETTERHEAD OF MCKEE NELSON LLP] March 31, 2003 Annaly Mortgage Management, Inc. 1211 Avenue of the Americas Suite 2902 New York, New York 10036 Ladies and Gentlemen: This opinion is furnished in connection with the registration statement on Form S-3 (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), relating to the offering from time to time by Annaly Mortgage Management, Inc., a Maryland corporation (the "Company"), of shares of its common stock, par value $0.01 per share, or shares of its preferred stock, par value $0.01 per share (collectively, the "Shares"). In connection with rendering this opinion, we have examined the Company's Amended and Restated Articles of Incorporation, as amended to date, bylaws, as amended and restated to date, records of the Company's corporate proceedings, the Registration Statement, and such other certificates, records, and documents as considered necessary for the purposes of this opinion. We are attorneys admitted to practice in the State of Maryland. We express no opinion concerning the laws of any of the jurisdictions other than the federal laws of the United States of America and the State of Maryland. Based upon the foregoing, we are of the opinion that the Shares have been duly authorized by the Company and, when issued and paid for as contemplated by the Registration Statement will be validly issued, fully paid, and non-assessable. This opinion is being furnished to you for use in connection with the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the reference to our firm under the caption "Legal Matters" in the prospectus or any supplement thereto. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. Very truly yours, /s/ McKee Nelson LLP EX-8.1 4 file003.txt TAX OPINION OF MCKEE NELSON LLP Exhibit 8.1 [LETTERHEAD OF MCKEE NELSON LLP] March 31, 2003 Annaly Mortgage Management, Inc. 1211 Avenue of the Americas Suite 2902 New York, New York 10036 Re: Registration Statement on Form S-3 (Filed March 31, 2003) Ladies and Gentlemen: Annaly Mortgage Management, Inc., a Maryland corporation (the "Company"), has requested our opinion concerning certain tax matters in connection with the registration statement on Form S-3 (the "Registration Statement") filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended through the date hereof. Capitalized terms used herein and not otherwise defined have the meanings set forth in the Registration Statement. This opinion is based, in part, upon various assumptions and factual representations set forth in the Registration Statement and in a letter delivered to us by the Company today. This opinion is also based upon the Internal Revenue Code of 1986, as amended (the "Code"), the Treasury Regulations promulgated thereunder, and existing administrative and judicial interpretations thereof, all as they exist at the date of this letter. All of the foregoing statutes, regulations, and interpretations are subject to change, in some circumstances with retroactive effect. Any changes to the foregoing authorities might result in modifications of our opinions contained herein. In addition, as counsel to the Company, we have examined and relied on the originals or copies, certified or otherwise identified to our satisfaction, of such instruments, certificates, records, and other documents that we have deemed appropriate for purposes of rendering our opinion. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies or by facsimile or other means of electronic transmission or which we obtained from the Commission's Electronic Data Gathering, Analysis and Retrieval System ("EDGAR") or other sites on the internet, and the authenticity of the originals of such latter documents. Annaly Mortgage Management, Inc. March 31, 2003 Page 2 Based on the foregoing, we are of the opinion that, commencing with the Company's taxable year ended December 31, 1997, the Company has been and will continue to be organized in conformity with the requirements for qualification and taxation as a real estate investment trust (a "REIT") under the Code and its method of operating has enabled the Company, and its proposed method of operating going forward will enable the Company, to meet the requirements for qualification and taxation as a REIT. The Company's qualification as a REIT will depend on the Company's meeting, in its actual operations, the applicable asset composition, source of income, shareholder diversification, distribution and other requirements of the Code and Treasury Regulations necessary for REIT qualification. We will not review these operations and no assurance can be given that the actual operations of the Company and its affiliates will meet these requirements or the representations made to us with respect thereto. This opinion is furnished to you for your use in connection with the Registration Statement. We hereby consent to the filing of this opinion as Exhibit 8 to the Registration Statement and to the use of our name in connection with the material discussed therein under the caption "Federal Income Tax Considerations" in the prospectus or any supplement thereto. Very truly yours, /s/ McKee Nelson LLP EX-23.1 5 file004.txt CONSENT OF DELOITTE & TOUCHE LLP Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the use in this Registration Statement (No. 333-________) of Annaly Mortgage Management, Inc. of our report dated February 26, 2003, incorporated by reference in the Prospectus, which is part of this Registration Statement. We also consent to the reference to us under the headings "Experts" in such Prospectus. /s/ Deloitte & Touche LLP New York, New York March 31, 2003 -----END PRIVACY-ENHANCED MESSAGE-----