Edgar Filing: ANNALY MORTGAGE MANAGEMENT INC

As filed with the Securities and Exchange Commission on March 31, 2003

Registration Statement No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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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)

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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)

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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

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Title of Each Class of Securities to be Registered Proposed Maximum Aggregate Price(1) Amount of Registration Fee(2)
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Common Stock (3).......................................... $26,584,528 $2,151
Preferred Stock (4).......................................
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(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.

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).