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) NOVEMBER 5, 1999
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LASER MORTGAGE MANAGEMENT, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 001-13563 22-353916
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) ID Number)
65 EAST 55TH STREET, NEW YORK, NEW YORK 10022
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: 212-758-6200
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(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
On November 5, 1999, LASER Mortgage Management, Inc. (the
"Registrant") received a letter from Ellington Management Group, L.L.C.
("Ellington"), the complete text of which is set forth as Exhibit 99.1 hereto.
On November 8, 1999, the Registrant responded by letter to Ellington,
the complete text of which is set forth as Exhibit 99.2 hereto.
On November 8, 1999, the Registrant issued a press release announcing
that, on November 5, 1999, it received an unsolicited letter from Ellington
Management Group, LLC, an investment advisor to an investment fund which holds
9.85% of the Registrant's outstanding common stock. Ellington stated that it
desires to discuss a negotiated acquisition of the Registrant by funds managed
by Ellington in a two step transaction which would begin with a tender offer for
the Registrant's common stock and would be followed by a back-end merger, at a
price of $4.15 per share. The Registrant said that its Board of Directors will
meet with its financial advisor, Lehman Brothers Inc., and its outside legal
counsel and will consider the proposal. The complete text of this press release
is set forth as Exhibit 99.3 hereto.
On November 10, 1999, the Registrant issued a press release announcing
that its Board of Directors, after consulting with the Registrant's financial
advisor, Lehman Brothers Inc., and outside legal counsel, authorized the
Registrant to enter into discussions with Ellington concerning its proposed
acquisition of the Registrant. Ellington has requested certain additional
information from the Registrant and has agreed to extend the expiration date of
its proposal to Friday November 12, 1999. The complete text of this press
release is set forth as Exhibit 99.4 hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements
None.
(b) Pro Forma Financial Statements
None.
(c) Exhibits
99.1 Letter to the Registrant from Ellington Management Group, LLC, dated
November 5, 1999.
99.2 Letter from the Registrant to Ellington Management Group, LLC, dated
November 8, 1999.
99.3 Press Release, dated November 8, 1999.
99.4 Press Release, dated November 10, 1999.
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/ William J. Michaelcheck
--------------------------------
Name: William J. Michaelcheck
Title: President
Dated: November 11, 1999
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Letter to the Registrant from Ellington Management Group, LLC.
99.2 Letter from the Registrant to Ellington Management Group, LLC.
99.3 Press Release, dated November 8, 1999.
99.4 Press Release, dated November 10, 1999.
EXHIBIT 99.1
[Letterhead of Ellington Management Group LLC]
November 5, 1999
VIA FEDERAL EXPRESS
Fredrick N. Khedouri
Chairman of the Board of Directors
Laser Mortgage Management, Inc.
151 West Passaic Street
Rochelle Park, NJ 07662
Dear Fred:
As you are aware, we have had an interest in Laser for some time. In
fact, one of our funds recently acquired in excess of 5% of Laser's outstanding
shares. As investment adviser to our fund that holds Laser shares, we have a
strong interest in increasing shareholder value.
We noted with interest Laser's press release this past Monday
announcing a restructuring of Laser's management and the engagement of Mariner
Mortgage Management LLC as the external manager of Laser with responsibility for
the day-to-day management of Laser's investments. In light of Laser's decision
not to liquidate and instead to hire a new management firm, we would like to
discuss with you and Laser's board a negotiated acquisition by our funds of up
to 100% of the outstanding shares of Laser at a price of $4.15 per share. This
price represents a premium of approximately 16.5% over Laser's closing share
price on Wednesday of $3 9/16 and represents a premium of approximately 15.6%
over the average trading price of Laser shares over the past six months.
We propose a two step transaction pursuant to which we would commence
a tender offer that receives the full support and recommendation of the Laser
board, to be followed by a back-end merger. The tender offer would be subject to
customary conditions, including that there be tendered such number of shares
that, when taken together with the shares we already own, will constitute at
least a majority of the outstanding Laser shares on a fully diluted basis and
that the Laser board take all necessary actions to render the provisions of
Article IX of the Laser charter inapplicable to the offer and the merger. In the
event our respective advisors determine that the REIT provisions under the
Internal Revenue Code render a two-step transaction impracticable, we would
restructure our proposal as a one step merger.
We believe such a transaction would be extremely attractive to Laser's
shareholders. Shareholders would receive a premium for their shares, and would
not have to be concerned with the existing uncertainties related to their
ownership of Laser, including those risks and uncertainties associated with the
performance and disposition of the illiquid and esoteric derivative securities
which remain in Laser's portfolio even long after the resignation of the
original manager.
In order for us to commit the resources and incur the expenses that
are necessary to undertake a transaction of this type, we require that you
execute the enclosed letter agreement providing us with a thirty-day exclusivity
period to complete our diligence and finalize all necessary documentation.
As you are aware, as the owner of in excess of 5% of the outstanding
Laser shares we are required to disclose our intentions as outlined in this
letter in our initial Schedule 13D filing with the Securities and Exchange
Commission.
We are committed to engaging in this transaction. Our proposal is
conditioned only upon the completion of mutually acceptable definitive
documentation and the satisfactory completion of our due diligence review of
Laser. We believe that the proposed transaction would be in the best interests
of Laser's shareholders, and would have their strong support. We and our
advisors are prepared to meet with Laser and its advisors to negotiate and
finalize all the documentation necessary to reflect the transaction described
above as soon as we receive an executed copy of the enclosed exclusivity letter
agreement. Please let us know by the close of business on Wednesday, November
10th, 1999, how you would like to proceed.
Very truly yours,
ELLINGTON MANAGEMENT GROUP, LLC
By: VC Investments, L.L.C.,
as managing member
By: /S/ MICHAEL VRANOS
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Michael Vranos
Managing Member
EXHIBIT 99.2
[Letterhead of LASER Mortgage Management, Inc.]
November 8, 1999
Mr. Michael Vranos
Ellington Management Group, L.L.C.
53 Forest Avenue
Old Greenwich, CT 06870
Re: LASER MORTGAGE MANAGEMENT, INC.
Dear Mike:
I received your November 5th letter and I have forwarded it to the
other directors of the Company and to Lehman Brothers Inc., the Company's
financial adviser, who will consider it promptly.
Very truly yours,
/s/ Frederick N. Khedouri
Frederick N. Khedouri
Chairman of the Board of Directors
LASER Mortgage Management, Inc.
EXHIBIT 99.3
LASER MORTGAGE MANAGEMENT, INC. ANNOUNCES RECEIPT OF A PROPOSAL
FROM ELLINGTON MANAGEMENT GROUP, LLC
New York, New York, November 8, 1999. LASER Mortgage Management, Inc.
(NYSE: LMM) announced today that, on November 5, 1999, it received an
unsolicited letter from Ellington Management Group, LLC, an investment advisor
to an investment fund which holds 9.85% of the Company's outstanding common
stock. Ellington stated that it desires to discuss a negotiated acquisition of
the Company by funds managed by Ellington in a two step transaction which would
begin with a tender offer for the Company's common stock and would be followed
by a back-end merger, at a price of $4.15 per share. The Company said that its
Board of Directors will meet with its financial advisor, Lehman Brothers Inc.,
and its outside legal counsel and will consider the proposal.
LASER Mortgage Management, Inc. is a specialty finance company
investing primarily in mortgage-backed securities and mortgage loans. The
Company has elected to be taxed as a real estate investment trust under the
Internal Revenue Code of 1986, as amended.
Date: November 8, 1999
Contact: LASER Mortgage Management, Inc.
William J. Michaelcheck
President and Chief Executive Officer
212-758-6200
EXHIBIT 99.4
LASER MORTGAGE MANAGEMENT, INC. AUTHORIZES DISCUSSIONS WITH
ELLINGTON MANAGEMENT GROUP, LLC
New York, New York, November 10, 1999. LASER Mortgage Management, Inc.
(NYSE: LMM) announced today that its Board of Directors, after consulting with
the Company's financial advisor, Lehman Brothers Inc., and outside legal
counsel, authorized the Company to enter into discussions with Ellington
Management concerning its proposed acquisition of the Company. Ellington has
requested certain additional information from the Company and has agreed to
extend the expiration date of its proposal to Friday November 12, 1999.
As previously announced, on November 5, 1999, the Company received an
unsolicited letter from Ellington Management Group, LLC, an investment advisor
to an investment fund which holds 9.85% of the Company's outstanding common
stock. Ellington stated that it desires to discuss a negotiated acquisition of
the Company by funds managed by Ellington in a two step transaction which would
begin with a tender offer for the Company's common stock and would be followed
by a back-end merger, at a price of $4.15 per share.
LASER Mortgage Management, Inc. is a specialty finance company
investing primarily in mortgage-backed securities and mortgage loans. The
Company has elected to be taxed as a real estate investment trust under the
Internal Revenue Code of 1986, as amended.
"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: November 10, 1999
Contact: LASER Mortgage Management, Inc.
William J. Michaelcheck
President and Chief Executive Officer
212-758-6200
