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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)
February 14, 2005
Annaly Mortgage Management, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Maryland 1-13447 22-3479661
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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
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(Address of Principal Executive (Zip Code)
Offices)
Registrant's telephone number, including area code: (212) 696-0100
No Change
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(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 1.01. Entry into a Material Definitive Agreement
On February 16, 2005, Annaly Mortgage Management, Inc. (the "Company")
issued a press release announcing the appointment of Mr. R. Nicholas Singh as
Executive Vice President, General Counsel, Secretary and Chief Compliance
Officer effective February 14, 2005. The Company entered into a two-year
employment agreement with Mr. Singh that commenced on February 14, 2005. The
employment agreement provides for an annual base salary of $300,000, subject to
discretionary increases by the Company, and a discretionary bonus if approved by
the Company's Compensation Committee. If Mr. Singh's employment is terminated
without Cause (as defined) or by Mr. Singh for Good Reason (as defined), he will
be entitled to a severance payment equal to three times the greater of his
annual base salary and performance bonus for the preceding year or the average
for the three preceding years of his annual base salary and performance bonus.
The employment agreement includes a one-year non-compete provision. A copy of
the employment agreement is attached as Exhibit 10.1 to this report.
Item 5.02. Departure of Directors of Principal Officers; Election of
Directors; Appointment of Principal Officers.
Effective February 14, 2005, Mr. R. Nicholas Singh commenced employment as
the Company's Executive Vice President, General Counsel, Secretary and Chief
Compliance Officer. Mr. Singh will serve pursuant to the terms of the employment
agreement described in Item 1.01 above, which description is incorporated by
reference into this Item 5.02(c). Mr. Singh, 45 years old, has practiced
corporate and securities laws for over 14 years. Prior to joining the Company,
Mr. Singh was a partner at the law firm of McKee Nelson LLP where he represented
the Company; and prior to that he was a partner at the law firm of Sidley Austin
Brown & Wood LLP.
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
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Name: Kathryn Fagan
Title: Chief Financial Officer
Dated: February 16, 2005
EXHIBIT INDEX
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Exhibit No. Description
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10.01 Employment Agreement, dated February 14, 2005, between
Annaly Mortgage Management, Inc. and R. Nicholas Singh