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)
January 23, 2006
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 Executive (Zip Code)
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 1.01. Entry into a Material Definitive Agreement
On January 23, 2006, Annaly Mortgage Management, Inc. (the "Company")
amended and restated the employment agreements it had entered into with Jeremy
Diamond, Ronald D. Kazel and R. Nicholas Singh. Messrs. Diamond and Kazel are
Managing Directors of the Company, and Mr. Singh is Executive Vice President,
General Counsel, Secretary and Chief Compliance Officer. Each agreement is for a
one year term, and can be renewed annually. Under the amended agreements,
Messrs. Diamond and Kazel will receive annual base salaries of $500,000, and Mr.
Singh will receive an annual base salary of $400,000, subject in each case to
discretionary increases by the Company. In addition, each individual is eligible
to receive a discretionary bonus if approved by the Company's Compensation
Committee. If any of these individuals' employment is terminated without Cause
(as defined) or by the individual 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
agreements include a one-year non-compete provision.
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: January 23, 2006