-----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, Bh9Z58U9nHab0YE+prCm6tX2oTyDJ6mnYKMgKT/H+8n+Xd1p4WSzvR3F25fS3In9 MSFK+mYa+/98Ecq1GVdcuA== 0001157523-05-010913.txt : 20051219 0001157523-05-010913.hdr.sgml : 20051219 20051219163348 ACCESSION NUMBER: 0001157523-05-010913 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051219 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051219 DATE AS OF CHANGE: 20051219 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13447 FILM NUMBER: 051272865 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 8-K 1 a5042834.txt ANNALY MORTGAGE MANAGEMENT, INC. 8-K ------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) December 19, 2005 Annaly Mortgage Management, Inc. ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) Maryland 1-13447 22-3479661 - ---------------------------- ------------ ------------------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 1211 Avenue of the Americas Suite 2902 New York, New York 10036 - ---------------------------- ---------- (Address of Principal (Zip Code) Executive Offices) Registrant's telephone number, including area code: (212) 696-0100 No change ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02. Results of Operations and Financial Condition --------------------------------------------- Annaly Mortgage Management, Inc. issued a press release announcing its fourth quarter 2005 dividend and additional information. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. Item 5.02. Departure of Directors or Principal Officers; Election of Directors; -------------------------------------------------------------------- Appointment of Principal Officers - --------------------------------- Effective December 31, 2005, Jennifer A. Karve resigned her position as Executive Vice President of Annaly. Annaly looks forward to a continuing relationship with Ms. Karve, and has retained her services as a consultant for a one-year period beginning January 1, 2006. Under the agreement, Ms. Karve will be paid $225,000 and will advise Annaly and FIDAC on matters related to risk control and portfolio management. The change is being made to accommodate her request to spend more time with her family. Item 9.01. Financial Statements and Exhibits --------------------------------- (c) Exhibits 99.1 Press Release dated December 19, 2005. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ANNALY MORTGAGE MANAGEMENT, INC. By: /s/ Kathryn Fagan ------------------------------- Name: Kathryn Fagan Title: Chief Financial Officer Dated: December 19, 2005 EX-99.1 2 a5042834ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 Annaly Mortgage Management, Inc. Announces 4th Quarter 2005 Common Stock Dividend NEW YORK--(BUSINESS WIRE)--Dec. 19, 2005--The Board of Directors of Annaly Mortgage Management, Inc. (NYSE: NLY) declared the fourth quarter 2005 common stock cash dividend of $0.10 per common share. This dividend is payable January 27, 2006 to common shareholders of record on December 30, 2005. The ex-dividend date is December 28, 2005. "As we have been discussing for several quarters," said Michael A.J. Farrell, Chairman, Chief Executive Officer and President of Annaly, "short duration assets have suffered most during this extended period of removing monetary policy accommodation through the increase in the Federal Funds rate. As a result, we are continuing to take steps to rebalance and strengthen our portfolio. We believe that these actions will improve our financial performance going forward." Dividends may be reinvested through Annaly's Dividend Reinvestment Plan. Plan information may be obtained from the Plan Administrator, ChaseMellon Shareholder Services at 1-800-842-7629, at www.annaly.com, or by contacting the Company. Annaly manages assets on behalf of institutional and individual investors worldwide through Annaly and through the funds managed by its wholly-owned registered investment advisor, FIDAC. The Company's principal business objective is to generate net income for distribution to investors from the spread between the interest income on its mortgage-backed securities and the cost of borrowing to finance their acquisition and from dividends Annaly receives from FIDAC, which earns investment advisory fee income. The Company, a Maryland corporation that has elected to be taxed as a real estate investment trust ("REIT"), currently has 123,684,931 shares of common stock outstanding. This news release and our public documents to which we refer contain or incorporate by reference certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements which are based on various assumptions (some of which are beyond our control) may be identified by reference to a future period or periods or by the use of forward-looking terminology, such as "may," "will," "believe," "expect," "anticipate," "continue," or similar terms or variations on those terms or the negative of those terms. Actual results could differ materially from those set forth in forward-looking statements due to a variety of factors, including, but not limited to, changes in interest rates, changes in yield curve, changes in prepayment rates, the availability of mortgage-backed securities for purchase, the availability of financing and, if available, the terms of any financing, FIDAC's clients removal of assets FIDAC manages, FIDAC's regulatory requirements, and competition in the investment management business. For a discussion of the risks and uncertainties which could cause actual results to differ from those contained in the forward-looking statements, see "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2004. We do not undertake, and specifically disclaim any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. CONTACT: Annaly Mortgage Management, Inc. Investor Relations, 1- (888) 8Annaly www.annaly.com -----END PRIVACY-ENHANCED MESSAGE-----