UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) JULY 29, 1998
LASER MORTGAGE MANAGEMENT, INC.
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(Exact name of registrant as specified in its charter)
MARYLAND 001-13563 22-353916
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(State or other (Commission (IRS Employer
jurisdiction of File Number) ID Number)
incorporation)
51 JOHN F. KENNEDY PARKWAY, SHORT HILLS, NEW JERSEY 07078
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (973) 912-8770
N/A
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(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
On July 29, 1998, the Registrant announced that it has been informed by
LASER Advisers Inc., which manages the Registrant's operations, of certain
administrative changes, including the resignation of Michael L. Smirlock as
Chief Executive Officer of LASER Advisers Inc. LASER Advisers Inc. has announced
that Mr. Smirlock will continue as Chairman of the Board of LASER Advisers Inc.
On July 30, 1998, the Registrant announced the termination of its Chairman,
Chief Executive Officer and President, Michael L. Smirlock. Mr. Smirlock will
remain a member of the Registrant's Board of Directors. The Registrant has been
advised that day-to-day portfolio management decisions for LASER Advisers Inc.
on behalf of the Registrant will be made by Peter T. Zimmermann and Robert J.
Gartner. The Registrant also has accepted the resignation of two of its
directors, David A. Tepper and William Marshall, effective July 30, 1998. In
addition, the Board elected Jonathan Ilany as a member of the Registrant's Board
of Directors.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements
None.
(b) Pro Forma Financial Statements
None.
(c) Exhibits
99.1 Press Release, dated July 29, 1998.
99.2 Press Release, dated July 30, 1998.
<PAGE>
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 thereunto duly authorized.
LASER MORTGAGE MANAGEMENT, INC.
By: /S/ ROBERT J. GARTNER
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Name: Robert J. Gartner
Title: Vice President
Dated: July 31, 1998
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
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99.1 Press Release, dated July 29, 1998.
99.2 Press Release, dated July 30, 1998.
EXHIBIT 99.1
LASER MORTGAGE MANAGEMENT, INC.
ANNOUNCES ADMINISTRATIVE CHANGES AT
LASER ADVISERS INC.
Short Hills, New Jersey, July 29, 1998. LASER Mortgage Management, Inc.
(NYSE: LMM) today announced that it has been informed by LASER Advisers Inc.,
which manages the Company's operations, of certain administrative changes,
including the resignation of Michael Smirlock as Chief Executive Officer of
LASER Advisers Inc. LASER Advisers Inc. has announced that Mr. Smirlock will
continue as Chairman of the Board of LASER Advisers Inc.
The Company's Board of Directors will meet with LASER Advisers Inc. to
consider and evaluate these changes and thereafter, the Board will meet to
consider the advisability of continuing the advisory arrangement as well as
other executive, management and operational changes and strategic alternatives.
The Company's Board of Directors has been informed by LASER Advisers Inc.
that the reported pricing irregularities detected in the hedge funds advised by
LASER Advisers Inc. did not affect the portfolio of securities held by the
Company. The Company has been conducting an investigation of the pricing by
LASER Advisers Inc. of the Company's securities portfolio. The Company's Board
of Directors, led by the independent directors, will report on the results of
this investigation upon its completion.
LASER Mortgage Management, Inc. is a specialty finance company investing
primarily in mortgage-backed securities and mortgage loans. The Company will
elect to be taxed as a real estate investment trust under the Internal Revenue
Code of 1986, as amended. LASER Advisers Inc., a registered investment adviser,
manages the day-to-day operations of the Company. The executive offices of LASER
Mortgage Management, Inc. are located at 51 John F. Kennedy Parkway, Short
Hills, New Jersey.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995: STATEMENTS IN THIS PRESS RELEASE REGARDING LASER MORTGAGE MANAGEMENT,
INC.'S BUSINESS WHICH ARE NOT HISTORICAL FACTS ARE "FORWARD-LOOKING" STATEMENTS
THAT INVOLVE RISK AND UNCERTAINTIES.
Date: July 29, 1998
Contact: LASER Mortgage Management, Inc.
Robert Gartner, Vice President (973) 912-8770
EXHIBIT 99.2
LASER MORTGAGE MANAGEMENT, INC.
Short Hills, New Jersey, July 30, 1998. LASER Mortgage Management, Inc.
(NYSE: LMM) today announced that the Company's Board of Directors will
immediately seek to retain a financial adviser to advise the Company on its
strategic alternatives intended to maximize stockholder value.
As announced yesterday, the Company has been conducting a review of the
pricing by LASER Advisers Inc., the Company's manager, of the Company's
securities portfolio. The Company's Board of Directors, led by the independent
directors, will report on the results of this investigation upon its completion.
Special counsel to LASER Advisers Inc. has been advised the Company's Board of
Directors that, in the course of its review of the pricing irregularities
relating to the hedge funds advised by LASER Advisers Inc., it has not become
aware of any facts or circumstances which would suggest that there are pricing
irregularities with respect to the Company's portfolio.
The Company's Board of Directors announced today the termination of its
Chairman, Chief Executive Officer and President, Michael Smirlock. The Board's
decision followed a report by special counsel to LASER Advisers Inc. concerning
the previously reported pricing irregularities detected in the hedge funds
advised by LASER Advisers Inc. The Company has been advised that day-to-day
portfolio management decisions for LASER Advisers Inc. on behalf of the Company
will be made by Peter T. Zimmermann and Robert J. Gartner.
The Company also has accepted the resignation of two of its directors,
David A. Tepper and William Marshall, effective July 30, 1998. In addition, the
Board also elected Jonathan Ilany as a member of the Company's Board of
Directors. Mr. Ilany, with more than 15 years in trading, supervisory and
administrative positions in the mortgage-backed securities industry, currently
is Chairman of Angiosonics, Inc., a private company with operations in the
United States and Israel.
LASER Mortgage Management, Inc. is a specialty finance company investing
primarily in mortgage-backed securities and mortgage loans. The Company will
elect to be taxed as a real estate investment trust under the Internal Revenue
Code of 1986, as amended. LASER Advisers Inc., a registered investment adviser,
manages the day-to-day operations of the Company. The executive offices of LASER
Mortgage Management, Inc. are located at 51 John F. Kennedy Parkway, Short
Hills, New Jersey.
<PAGE>
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995: STATEMENTS IN THIS PRESS RELEASE REGARDING LASER MORTGAGE MANAGEMENT,
INC.'S BUSINESS WHICH ARE NOT HISTORICAL FACTS ARE "FORWARD-LOOKING" STATEMENTS
THAT INVOLVE RISK AND UNCERTAINTIES.
Date: July 30, 1998
Contact: LASER Mortgage Management, Inc.
Jonathan Green (973) 912-8770
