-------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------------ FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------ ANNALY MORTGAGE MANAGEMENT, INC. (Exact name of registrant as specified in its charter) MARYLAND 22-3479661 (STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.) 1211 AVENUE OF THE AMERICAS SUITE 2902 10036 NEW YORK, NEW YORK (ZIP CODE) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) ------------------------ If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [ ] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [X] Securities Act registration statement file number to which this form relates: 333-120920 (if applicable). ------------------------ SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT. TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED ------------------- ------------------------------ SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: 6% SERIES B CUMULATIVE CONVERTIBLE PREFERRED STOCK (TITLE OF CLASS) ------------------------------------------------------------------------------- INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The class of securities to be registered hereunder is 6% Series B Cumulative Convertible Preferred Stock of Annaly Mortgage Management, Inc. (the "Registrant"). The information required by this Item 1 is set forth under the caption "Description of the Series B Preferred Stock" in the Registrant's prospectus supplement dated April 6, 2006, to the prospectus, dated December 20, 2004, included as part of the Registration Statement on Form S-3 (File No. 333-120920), of the Registrant, filed with the Securities and Exchange Commission on December 1, 2004. The prospectus supplement is hereby incorporated by reference into this registration statement. ITEM 2. EXHIBITS. The exhibits to this registration statement are listed in the Exhibit Index, which appears after the signature page and is incorporated herein by reference. 1 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. ANNALY MORTGAGE MANAGEMENT, INC. Dated: April 12, 2006 By: /s/ R. Nicholas Singh -------------------------------- Name: R. Nicholas Singh Title: Secretary 2 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION OF EXHIBIT ---------- ---------------------- 3.1 Articles of Amendment and Restatement of the Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 to our Registration Statement on Form S-11 (Registration No. 333-32913) filed with the Securities and Exchange Commission on August 5, 1997). 3.2 Articles of Amendment of the Articles of Incorporation of the Registrant (incorporated to Exhibit 3.1 of the Registrant's Registration Statement on Form S-3 (Registration Statement 333-74618) filed with the Securities and Exchange Commission on June 12, 2002). 3.3 Form of Articles Supplementary designating the Registrant's 7.875% Series A Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share (incorporated by reference to Exhibit 3.3 to the Registrant's 8-A filed April 1, 2004). 3.4 Articles Supplementary of the Company designating an additional 2,750,000 shares of the Company's Series A Preferred Stock, as filed with the State Department of Assessments and Taxation of Maryland on October 15, 2004 (incorporated by reference to Exhibit 3.2 to the Registrant's 8-K filed October 18, 2004). 3.5 Articles Supplementary designating the a Registrant's 6%Series B Cumulative Convertible Preferred Stock, liquidation preference $25.00 per share (incorporated by reference to Exhibit 3.1 to the Registrant's 8-K filed April 10, 2006). 3.6 Bylaws of the Registrant, as amended (incorporated by reference to Exhibit 3.3 to the Registrant's Registration Statement on Form S-11 (Registration No. 333-32913) filed with the Securities and Exchange Commission on August 5, 1997). 4.1 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Registrant's Registration Statement on Form S-11 (Registration No. 333-32913) filed with the Securities and Exchange Commission on September 17, 1997). 4.2 Specimen Series A Preferred Stock Certificate (incorporated by reference to Exhibit 4.1 of the Registrant's Registration Statement on Form 8-A filed with the SEC on April 1, 2004). 4.3 Specimen Preferred Stock Certificate (incorporated by reference to Exhibit 4.2 to the Registrant's Registration Statement on Form S-3 (Registration No. 333-74618) filed with the Securities and Exchange Commission on December 5, 2001). 4.4 Specimen certificate representing the 6% Series B Cumulative Convertible Preferred Stock (incorporated by reference to Exhibit 4.1 to the Registrant's 8-K filed April 10, 2006). 3