SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Laser Mortgage Management, Inc.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
518 06 D100
(CUSIP Number)
Mariner Partners, L.P.
65 East 55th Street
New York, NY 10022
(212) 758-6200
With Copies to:
William Michaelcheck
Mariner Investment Group, Inc.
65 East 55th Street
New York, NY 10022
(212) 758-6200
Peter O'Rourke
Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, NY 10022
(212) 715-7509
(Name, Address and Telephone Number of Persons Authorized to
receive Communications)
November 1, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ]
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SCHEDULE 13D
CUSIP No. 518 06 D100
- -------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mariner Partners, L.P.
- -------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
- -------------------------------------------------------------------------------
3) SEC USE ONLY
- -------------------------------------------------------------------------------
4) SOURCE OF FUNDS
OO
- -------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
- -------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
NUMBER OF 7) SOLE VOTING POWER
SHARES 0
BENEFICIALLY ----------------------------------------------------
OWNED BY 8) SHARED VOTING POWER
EACH REPORTING 836, 900(1)
PERSON ----------------------------------------------------
9) SOLE DISPOSITIVE POWER
0
----------------------------------------------------
10) SHARED DISPOSITIVE POWER
836, 900(1)
- -------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
836, 900(1)
- -------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- -------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.62 %(2)
- -------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
CO
- -------------------------------------------------------------------------------
- -------------------
(1) Voting and dispositive power is exercised through its sole investment
adviser Mariner Investment Group, Inc. and accordingly may be deemed to
share voting and dispositive power.
(2) The percentage increased over 5% only as a result of the Issuer's
repurchase of a total of 2,844,200 shares of common stock at an average
price of $3.50 per share during the first three quarters of 1999.
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SCHEDULE 13D
CUSIP No. 518 06 D100
- -------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mariner Investment Group, Inc.
- -------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
3) SEC USE ONLY
- -------------------------------------------------------------------------------
4) SOURCE OF FUNDS
OO
- -------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
- -------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- -------------------------------------------------------------------------------
NUMBER OF 7) SOLE VOTING POWER
SHARES 0
BENEFICIALLY -------------------------------------------------------
OWNED BY 8) SHARED VOTING POWER
EACH REPORTING 836, 900(3)
PERSON -------------------------------------------------------
9) SOLE DISPOSITIVE POWER
0
-------------------------------------------------------
10) SHARED DISPOSITIVE POWER
836, 900(3)
- -------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
836, 900(3)
- -------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- -------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.62 %(4)
- -------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
OO
- -------------------------------------------------------------------------------
- ------------------
(3) Voting and dispositive power is exercised solely in its capacity as
investment adviser of Mariner Partners, L.P. Accordingly, Mariner
Investment Group, Inc. may be deemed to share voting and dispositive
power. Mr. William Michaelcheck is 100% shareholder of Mariner Investment
Group, Inc.
(4) The percentage increased over 5% only as a result of the Issuer's
repurchase of a total of 2,844,200 shares of common stock at an average
price of $3.50 per share during the first three quarters of 1999.
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Schedule 13D
Item 1. Security and Issuer.
This filing relates to the Common Shares, $.001 par value (the
"Shares"), of Laser Mortgage Management, Inc., a company organized under the
laws of Maryland (the "Issuer"). The principal executive offices of the Issuer
are located at 51 John F. Kennedy Parkway, Short Hills, New Jersey 07078.
Item 2. Identity and Background.
(a)-(c) This Statement on Schedule 13D (the "Statement") is filed by:
Mariner Partners, L.P.
Mariner Investment Group, Inc.
(each person listed above is a "Reporting Person" and collectively the
"Reporting Persons").
The address for Mariner Partners, L.P. is 65 East 55th Street, New York NY,
10022.
The address for Mariner Investment Group, Inc. is 65 East 55th Street, New
York NY, 10022.
(d) and (e) During the last five years, none of the Reporting Persons
have (i) been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
(f) See item 6 of each cover page.
Item 3. Source and Amount of Funds or Other Consideration.
As of September 29, 1999 the Reporting Persons beneficially owned an
aggregate of 836,900 shares of Common Stock, representing 5.62 % of the total
outstanding Shares, all of which were acquired on the open market.
The funds for acquisitions by Mariner Partners, L.P. were provided by
monies invested as capital contributions by investors, partners or shareholders
as the case may be.
Item 4. Purpose of Transaction.
The Reporting Persons' respective acquisitions of Shares were made for
investment purposes.
Additionally, Mariner Mortgage Management, LLC ("MMM") has agreed to
serve as the external manager of the Issuer and be responsible for the
day-to-day management of the Issuer. The management agreement between the Issuer
and MMM dated November 1, 1999 (the "Management Agreement") has a one-year term,
but is terminable by the Issuer without cause or penalty on 30 days notice. MMM
may terminate the agreement in limited circumstances. The Management Agreement
also calls for the payment of an incentive fee on the appreciation of the
Issuer's stock price. Such fee will be payable in the Issuer's common stock. The
Management Agreement which was an exhibit to the Issuer's Form 8-K was filed
with the Securities and Exchange Commission on November 5, 1999. MMM and Mariner
Investment Group, Inc, are both wholly-owned by William Michaelcheck.
Item 5. Interest in Securities of the Issuer.
(a)-(b) See Items 7, 9, 11 and 13 of each cover page.
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The percentages in Item 13 of each cover page are based on 14,885,583
Shares that were outstanding as of September 30 1999.
(c) Except as set forth on Exhibit B annexed hereto, the Reporting
Persons have not effected any transactions in the Common Stock in the past 60
days. All such transactions were effected in the open market.
(d) No person other than those named in Item 2 is known to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
Exhibit A - Agreement of joint filing pursuant to Rule 13d(1)-f
promulgated under the Securities Exchange Act of 1934, as amended.
Exhibit B - Schedule of Purchases and Sales within the last 60 days.
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SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
Dated: November 12, 1999
MARINER PARTNERS, L.P.
By: MARINER GP LP, General Partner
By: MARINER, INC., General Partner
By:___________________________________
Name: William Michaelcheck
Title: President
MARINER INVESTMENT GROUP, INC.
By:___________________________________
Name: William Michaelcheck
Title: President
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EXHIBIT A
Agreement of Joint Filing
Pursuant to 13d-1(f) promulgated under the Securities Exchange Act of
1934, as amended, the undersigned persons hereby agree to file with the
Securities and Exchange Commission the Statement on Schedule 13D (the
"Statement") to which this Agreement is attached as an exhibit, and agree that
such Statement, as so filed, is filed on behalf of each of them.
IN WITNESS WHEREOF, the undersigned have executed this Agreement.
Dated: November 12, 1999
MARINER PARTNERS, L.P.
By: MARINER GP LP, General Partner
By: MARINER, INC., General Partner
By:__________________________________
Name: William Michaelcheck
Title: President
MARINER INVESTMENT GROUP, INC.
By:__________________________________
Name: William Michaelcheck
Title: President
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EXHIBIT B
TRANSACTIONS IN COMMON
STOCK OF LASER MORTGAGE MANAGEMENT, INC.
DURING THE PRECEDING 60 DAYS
Shares Purchased by Mariner Partners, L.P.:
Number of
Date Shares Purchased Total Cost
- ------- ---------------- -----------
09/27/99 1,000 3,507.50
09/29/99 38,500 134,857.50
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