<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 7, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-11
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES
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ANNALY MORTGAGE MANAGEMENT, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS GOVERNING INSTRUMENTS)
1500 HARBOR BLVD.
WEEHAWKEN, NJ 07087
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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MICHAEL A. J. FARRELL
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
ANNALY MORTGAGE MANAGEMENT, INC.
1500 HARBOR BLVD.
WEEHAWKEN, NJ 07087
(NAME AND ADDRESS OF AGENT FOR SERVICE)
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COPIES TO:
NANCY H. CORBETT, ESQ. CATHERINE S. GALLAGHER, ESQ.
MORGAN, LEWIS & BOCKIUS LLP ANDREWS & KURTH L.L.P.
101 PARK AVENUE 1701 PENNSYLVANIA AVENUE, N.W.
NEW YORK, NY 10178 WASHINGTON, DC 20006
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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] 333-32913
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. [_]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES BEING OFFERING PRICE AGGREGATE REGISTRATION
BEING REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock, par value 1,631,850
$.01 per share.......... shares(1) $12.00 $19,582,200 $5,934
</TABLE>
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(1) Includes up to 212,850 shares of Common Stock which the Underwriters have
the option to purchase solely to cover over-allotments.
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<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The contents of the Registration Statement
on Form S-11, as amended (File No. 333-32913) filed by Annaly Mortgage
Management, Inc. with the Securities and Exchange Commission (the "Commission")
initially on August 5, 1997, which was declared effective by the Commission on
October 7, 1997, are incorporated herein by reference.
CERTIFICATION
The Company hereby certifies to the Commission that it has instructed its bank
to pay the Commission the filing fee of $5,934 for the additional securities
being registered hereby as soon as practicable (but in any event no later than
the close of business on October 8, 1997); that it will not revoke such
instructions; that it has sufficient funds in the relevant account to cover the
amount of the filing fee; and that it undertakes to confirm receipt of such
instructions by the bank on October 8, 1997.
<PAGE>
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 the
requirements for filing on Form S-11 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 the 7th day of
October, 1997.
Annaly Mortgage Management, Inc.
/s/ Michael A. J. Farrell
By: _________________________________
MICHAEL A. J. FARRELL
CHIEF EXECUTIVE OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
* Director October 7, 1997
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KEVIN P. BRADY
* Director October 7, 1997
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SPENCER I. BOWNE
/s/ Kathryn F. Fagan Chief Financial October 7, 1997
- ----------------------------------- Officer and Treasurer
KATHRYN F. FAGAN (principal financial
and accounting
officer)
/s/ Michael A. J. Farrell Chairman of the October 7, 1997
- ----------------------------------- Board, Chief
MICHAEL A. J. FARRELL Executive Officer
and Director
(principal executive
officer)
* Director October 7, 1997
- -----------------------------------
JOHN S. GRACE
* Director October 7, 1997
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JONATHAN D. GREEN
/s/ Timothy J. Guba President, Chief October 7, 1997
- ----------------------------------- Operating Officer
TIMOTHY J. GUBA and Director
* Director October 7, 1997
- -----------------------------------
JOHN A. LAMBIASE
* Director October 7, 1997
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DONNELL A. SEGALAS
/s/ Wellington J. St. Claire Vice Chairman of the October 7, 1997
- ----------------------------------- Board and Director
WELLINGTON J. ST. CLAIRE
/s/ Michael A. J. Farrell
*By: ______________________________
MICHAEL A. J. FARRELL
(ATTORNEY-IN-FACT)
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
PAGE
EXHIBIT NO. DESCRIPTION OF DOCUMENT NUMBER
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<C> <S> <C>
5.1 Opinion of Morgan, Lewis & Bockius LLP (including consent
of such firm)
8.1 Opinion of Morgan, Lewis & Bockius LLP, as to certain tax
matters (including consent of such firm)
23.1 Consent of Morgan, Lewis & Bockius LLP (included in
Exhibits 5.1 and 8.1)
23.2 Consent of Deloitte & Touche L.L.P.
24.1 Power of Attorney (incorporated by reference to Exhibit
24.1 of the Annaly Mortgage Management, Inc.
Registration Statement on Form S-11 (No. 333-32913))
</TABLE>
<PAGE>
EXHIBIT 5.1
October 7, 1997
Annaly Mortgage Management, Inc.
1500 Harbor Boulevard
Weehawken, NJ 07087
Re: Issuance of Shares Pursuant to Registration Statement on Form S-11
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Ladies and Gentlemen:
We have acted as special counsel to Annaly Mortgage Management, Inc., a Maryland
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), of a Registration Statement on Form S-11, as amended to
date (the "Registration Statement"), relating to the public offering of up to an
aggregate of 9,791,100 shares (including 845,000 shares to be sold by certain
selling stock holders and up to 1,277,100 shares subject to an over-allotment
option granted by the Company to the underwriters) (collectively the "Shares")
of the Company's Common Stock, par value $.01 per share.
In so acting, we have examined originals, or copies certified or otherwise
identified to our satisfaction, of the Amendment and Restatement of Articles
of Incorporation of the Company, the By-Laws of the Company, as amended to date,
and such other documents, records, certificates and other instruments as in our
judgment are necessary or appropriate for purposes of this opinion.
Based on the foregoing, we are of the opinion that the Shares have been duly
authorized by the Company and, when issued and paid for as contemplated by the
Registration Statement, will be duly and validly issued and fully paid and non-
assessable.
We render this opinion as members of the Bar of the State of Maryland.
<PAGE>
Annaly Mortgage Management, Inc.
October 7, 1997
Page 2
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the use of our name under the captions "Legal Matters" and
"Risk Factors - Legal and Other Risks - Loss of Investment Company Act Exemption
Would Adversely Affect the Company" in the Registration Statement. In giving
this consent, we do not admit that we are acting within the category of persons
whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
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Morgan, Lewis & Bockius LLP
<PAGE>
EXHIBIT 8.1
October 7, 1997
Annaly Mortgage Management, Inc.
1500 Harbor Blvd.
Weehawken, NJ 07087
Re: Annaly Mortgage Management, Inc. --
Registration Statement on Form S-11 filed
with the Securities and Exchange Commission
(File No. 333-32913)
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Ladies and Gentlemen:
We have acted as special tax counsel to Annaly Mortgage Management, Inc., a
Maryland corporation (the "Company"), in connection with the proposed issuance
by the Company of up to an aggregate of 9,791,100 shares (including 845,000
shares to be sold by certain selling stockholders and up to 1,277,100 shares
subject to an over-allotment option granted by the Company to the underwriters)
of the Company's Common Stock, par value $.01 per share, pursuant to a
registration statement of the Company on Form S-11 (Registration No. 333-32913),
as amended to the date hereof (the "Registration Statement"). Capitalized terms
used herein and not otherwise defined herein have the respective meanings
ascribed to them in the Registration Statement.
In connection with the foregoing, we have examined originals or copies
satisfactory to us of all such corporate records, agreements, instruments and
other documents as we have deemed relevant and necessary as a basis for the
opinion hereinafter expressed. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity with the original documents of all documents
submitted to us as copies. We understand and assume that (i) any agreement
which we have examined will represent the valid and binding obligation of the
respective parties thereto, enforceable in accordance with its respective terms,
and the entire agreement between the parties with respect to the subject matter
thereof, (ii) the parties to each such agreement will comply with all of their
respective covenants, agreements and undertakings contained therein, and (iii)
the transactions provided for by each such agreement will be carried out in
accordance with its terms.
Our opinion is based upon existing United States federal income tax laws,
regulations, administrative pronouncements and judicial decisions. All such
authorities are subject to change, either prospectively or retroactively. No
assurance can be provided as to the effect of any such change upon our opinion.
<PAGE>
Annaly Mortgage Management, Inc.
October 7, 1997
Page 2
Based upon and subject to the foregoing, we are of the opinion that:
1. The Company will meet the requirements for qualification as a REIT under
the Code commencing with the Company's taxable year ending the December 31,
1997, and the Company's current and contemplated method of operation described
in the Prospectus and as represented by the Company will enable it to continue
to satisfy the requirements for such qualification. This opinion is based on
various assumptions relating to the organization and operation of the Company
and is conditioned upon certain representations made by the Company as to
certain factual matters. The continued qualification and taxation of the
Company as a REIT will depend upon the Company's ability to meet, on a
continuing basis, distribution levels and diversity of stock ownership, and the
various qualification tests imposed by the Code.
2. The descriptions of matters of law and legal conclusions set forth in the
Registration Statement under the heading "Certain Federal Income Tax
Considerations" are our opinion and we hereby affirm the tax opinions of counsel
as set forth under such heading. While such descriptions discuss the material
anticipated United States federal income tax consequences applicable to the
Company and certain stockholders, they do not purport to discuss all federal
income tax consequences and our opinion is limited to those federal income tax
considerations specifically discussed therein.
In giving the foregoing opinion, we express no opinion other than as to the
federal income tax law of the United States of America.
We are furnishing this letter in our capacity as special tax counsel to the
Company and this letter is not to be used, circulated, quoted or otherwise
referred to for any other purpose, except as set forth below.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and we further consent to the use of our name under the
caption "Certain Federal Income Tax Considerations" in the Registration
Statement. In giving such consent, we do not thereby concede that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission issued thereunder or that we are "experts"
within the meaning of such act, rules and regulations.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
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Morgan, Lewis & Bockius LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the use in Registration Statement No. 333- of
Annaly Mortgage Management, Inc. of our report dated July 31, 1997, and to the
reference to us under "Experts" both of which are included in the Prospectus,
which is also incorporated by reference into such Registration Statement.
Deloitte & Touche LLP
New York, New York
October 7, 1997
