SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
LASER Mortgage Management, Inc.
(Name of Registrant as Specified in Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
- ------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- ------------------------------------------------------------------------------
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- ------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- ------------------------------------------------------------------------------
(5) Total fee paid:
- ------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- ------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule
and the date of its filing.
(1) Amount previously paid:
- ------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- ------------------------------------------------------------------------------
(3) Filing party:
- ------------------------------------------------------------------------------
(4) Date filed:
<PAGE>
LASER MORTGAGE MANAGEMENT, INC.
-----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 7, 2000
-----------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
LASER Mortgage Management, Inc. (the "Company") will be held at Ricker
Auditorium, 180 Maiden Lane, New York, New York 10038, on June 7, 2000 at 8:30
a.m. for the following purposes:
1. To elect one Class II Director to serve for a two-year term and
two Class III Directors to serve for three-year terms, and until
each such director's successor is duly elected and qualified;
2. To ratify the selection of Deloitte & Touche LLP as independent
auditors of the Company for the fiscal year ending December 31,
2000; and
3. To transact such other business as may properly come before the
meeting, or any adjournment thereof.
Stockholders of record at the close of business on April 20, 2000
shall be entitled to notice of, and to vote at, the meeting.
By order of the Board of Directors,
/s/ Charles R. Howe II
Secretary
Dated: New York, New York
April 28, 2000
IMPORTANT: PLEASE FILL IN, DATE, SIGN AND MAIL PROMPTLY THE ENCLOSED
PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED TO ASSURE THAT YOUR SHARES ARE
REPRESENTED AT THE MEETING.
<PAGE>
LASER MORTGAGE MANAGEMENT, INC.
65 EAST 55TH STREET
NEW YORK, NEW YORK 10022
---------------
PROXY STATEMENT
---------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 7, 2000
---------------
The accompanying proxy is solicited by the Board of Directors of LASER
Mortgage Management, Inc., a Maryland corporation (the "Company"), for use at
the Annual Meeting of Stockholders to be held on June 7, 2000, at 8:30 a.m., at
Ricker Auditorium, 180 Maiden Lane, New York, New York 10038, or any adjournment
thereof, at which stockholders of record at the close of business on April 20,
2000 shall be entitled to vote. The Annual Meeting is being held for the
purposes set forth in the accompanying Notice of Annual Meeting to Stockholders.
The cost of solicitation of proxies will be borne by the Company. The Company
may use the services of its directors, officers, employees and others to solicit
proxies, personally or by telephone; arrangements also may be made with
brokerage houses and other custodians, nominees, fiduciaries and stockholders of
record to forward solicitation material to the beneficial owners of stock held
of record by such persons. The Company may reimburse such solicitors for
reasonable out-of-pocket expenses incurred by them in soliciting, but no
compensation will be paid for their services. Any proxy granted as a result of
this solicitation may be revoked at any time before its exercise.
THE ANNUAL REPORT TO STOCKHOLDERS FOR THE FISCAL YEAR ENDED DECEMBER
31, 1999 ACCOMPANIES THIS PROXY STATEMENT. THE DATE OF THIS PROXY STATEMENT IS
THE APPROXIMATE DATE ON WHICH THIS PROXY STATEMENT AND FORM OF PROXY WERE FIRST
SENT OR GIVEN TO STOCKHOLDERS. THE COMPANY WILL FURNISH WITHOUT CHARGE (OTHER
THAN A REASONABLE CHARGE FOR ANY EXHIBIT REQUESTED) TO ANY STOCKHOLDER OF THE
COMPANY WHO SO REQUESTS IN WRITING, A COPY OF THE COMPANY'S ANNUAL REPORT ON
FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND THE SCHEDULES THERETO, FOR THE
YEAR ENDED DECEMBER 31, 1999 AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION (THE "SEC"). ANY SUCH REQUEST SHOULD BE DIRECTED TO LASER MORTGAGE
MANAGEMENT, INC., 65 EAST 55TH STREET, NEW YORK, NEW YORK 10022, ATTENTION:
SECRETARY. THE COMPANY'S FILINGS WITH THE SEC, INCLUDING THIS PROXY STATEMENT
AND THE COMPANY'S ANNUAL REPORT ON FORM 10-K, ARE ALSO AVAILABLE ON THE SEC'S
WEB SITE (HTTP://WWW.SEC.GOV).
If the accompanying proxy card is properly signed and returned to the
Company and not revoked, it will be voted in accordance with the instructions
contained therein. Unless contrary instructions are given, the persons
designated as proxy holders in the proxy card will vote FOR the election of the
nominees proposed by the Board of Directors, FOR ratification of the appointment
of Deloitte & Touche LLP as the Company's independent accountants for the fiscal
year ending December 31, 2000 and as recommended by the Board of Directors with
regard to all other matters or, if no such recommendation is given, in their own
discretion. Each stockholder may revoke a previously granted proxy at any time
before it is exercised by filing with the Secretary of the Company a revoking
instrument or a duly executed proxy bearing a later date. The powers of the
proxy holders will be suspended if the person executing the proxy attends the
Annual Meeting in person and so requests. Attendance at the Annual Meeting will
not, in itself, constitute revocation of a previously granted proxy.
Pursuant to the Bylaws, the Board of Directors has fixed the time and
date for the determination of stockholders entitled to vote at the meeting,
notwithstanding any transfer of any stock on the books of the Company
thereafter. The presence at the Annual Meeting, in person or by proxy, of the
holders of a majority of the shares of common stock outstanding on April 20,
2000 will constitute a quorum. Abstentions and broker non-votes are counted for
purposes of determining the presence or absence of a quorum. If a quorum is
present, (1) a plurality of the votes cast at the Meeting is required for
election as a director and (2) the affirmative vote of the majority of the
shares present, in person or by proxy, at the Annual Meeting and entitled to
vote is required for all other matters. On April 20, 2000, the Company had
outstanding and entitled to vote with respect to all matters to be acted upon at
the meeting 14,839,583 shares of common stock. Each holder of common stock is
entitled to one vote for each share of stock held by such holder. Abstentions
are counted in the calculation of the votes cast with respect to any of the
matters submitted to a vote of stockholders, whereas broker non-votes are not
counted for purposes of determining whether a proposal has been approved. If the
proxy is signed and returned without specifying choices, the shares will be
voted in favor of the election of the nominees proposed by the Board of
Directors and in favor of the appointment of Deloitte & Touche LLP as the
Company's independent accountants for the fiscal year ending December 31, 2000.
It is expected that the following business will be considered at the
meeting and action taken thereon:
ITEM 1: ELECTION OF DIRECTORS
The Company's Amended and Restated Articles of Incorporation and
Bylaws provide that the Board of Directors shall consist of five directors,
divide the Board of Directors into three classes, Class I, II and III, with the
classes serving staggered three-year terms, and provide that the number of
directors may be changed by a majority vote of the entire Board of Directors.
The Company's Bylaws provide that, except in the case of a vacancy, a majority
of the members of the Board of Directors will be at all times directors (the
"Independent Directors") that are not affiliated, directly, or indirectly, with
Mariner Mortgage Management, L.L.C. (the "Manager"), who is responsible for the
day-to-day operations of the Company, subject to the supervision of the Board of
Directors, and that any vacancies may be filled by a majority vote of the
remaining directors.
CURRENT NOMINEES
At the Annual Meeting, one Class II director is scheduled to be
elected to serve for a two-year term and two Class III directors are scheduled
to be elected to serve for three-year terms, and until each such director's
successor is duly elected and qualified. The names, ages and principal
occupations during the past five years of the nominees and the year each nominee
first became a director of the Company are as follows:
NOMINEE FOR CLASS II DIRECTOR - TERM EXPIRING AFTER 2002
RONALD J. ARTINIAN, age 52, is a private investor in First Real Estate
Investment Trust of New Jersey and, since 1992, has been a member of its Board
of Trustees and a member of its Executive and Audit Committees. Before his
involvement with First Real Estate Investment Trust of New Jersey, Mr. Artinian
held various positions at Smith Barney Inc. from 1989 to 1998, including Senior
Managing Director - National Manager of Taxable Fixed Income, and was the
Executive Vice President - National Manager of Taxable Fixed Income for Lehman
Brothers Inc. from 1976 to 1989.
NOMINEES FOR CLASS III DIRECTOR - TERM EXPIRING AFTER 2003
WILLIAM J. MICHAELCHECK, age 53, has been the President and Chief
Executive Officer of the Company since November 1999 and the Chairman and Sole
Member of the Manager since its inception in October 1999. Mr. Michaelcheck has
been the Chairman and sole stockholder of Mariner Investment Group, Inc.
("Mariner") since 1992. Formerly, he was Executive Vice President of the Bear
Stearns Companies Inc. and a Senior Managing Director of Bear, Stearns & Co.
Inc., where he was co-head of the Fixed-Income Department and also responsible
for a large segment of the firm's trading activities and risk management. Mr.
Michaelcheck joined Bear Stearns in 1979 as co-creator of the Government Bond
Department, becoming a General Partner in 1981 and a Senior Managing Director
when Bear Stearns became a publicly-held corporation. He was named Executive
Vice president in 1987, and served on the firm's Executive Committee and
Management and Compensation Committee until leaving Bear Stearns in October
1992.
JONATHAN ILANY, age 46, has been a director of the Company since 1998
and is the Chief Executive Officer and a director of Angiosonics, Inc., a
private medical device company with operations in the United States and Israel.
Before joining Angiosonics, Inc. in 1996, Mr. Ilany was, since 1987, a Senior
Managing Director of Bear Stearns and served on the Board of Directors of The
Bear Stearns Companies Inc. until 1995.
Unless authorization is withheld, the persons named as proxies will
vote FOR the nominees for director listed above unless otherwise specified by
the stockholder. If a nominee is unable or declines to serve as a director at
the time of the Annual Meeting, the proxies will be voted for any nominee who
shall be designated by the present Board of Directors to fill the vacancy. If
additional persons are nominated for election as a director, the proxy holders
intend to vote all proxies received by them for the nominees listed above and
against any other nominees. As of the date of this Proxy Statement, the Board of
Directors is not aware that any nominee is unable or will decline to serve as
director. Jonathan Ilany currently is serving as director of the Company. The
election to the Board of Directors of the nominees identified in this Proxy
Statement will require a plurality of the votes cast, in person or by proxy, at
the Annual Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
FOR THE NOMINEES NAMED ABOVE.
CONTINUING DIRECTORS
The names, ages and principal occupations during the past five years
of the continuing directors and the year each person first became a director of
the Company are as follows:
CONTINUING CLASS I DIRECTOR - TERM EXPIRING AFTER 2001
STUART H. COLEMAN, age 45, has been a director of the Company since
1998 and a partner in the law firm of Stroock & Stroock & Lavan LLP in New York,
New York for more than five years. Such firm and Mr. Coleman have performed
legal services for the Company. The aggregate amount of fees paid by the Company
to Stroock & Stroock & Lavan LLP was less than 5% of the law firm's gross
revenues for the last fiscal year.
CONTINUING CLASS II DIRECTOR - TERM EXPIRING AFTER 2002
FREDERICK N. KHEDOURI, age 49, has been a director of the Company
since 1997 and is a Senior Managing Director of Bear Stearns and head of the
firm's Financial Institutions Group, which provides investment banking services
to the banking, thrift, insurance, investment management and specialty finance
industries. Before joining Bear Stearns at the end of 1986, Mr. Khedouri was
Associate Director of the White House Office of Management and Budget from 1981
to 1985 and Deputy Chief of Staff for Vice President George Bush in 1985 and
1986. After joining Bear Stearns he was appointed by President Ronald Reagan to
the Board of Directors of the Securities Investor Protection Corporation in
1987. Bear Stearns served as a managing underwriter of the Company's initial
public offering of common stock.
INFORMATION REGARDING THE BOARD OF DIRECTORS
The Board of Directors has two standing committees: the Audit
Committee and the Compensation Committee. Messrs. Artinian, Khedouri and Ilany
will serve on the Audit Committee and Messrs. Khdeouri and Ilany currently serve
on the Compensation Committee. The Audit Committee is responsible for assisting
the Board of Directors in fulfilling its oversight responsibilities by
recommending independent auditors and reviewing the Company's financial reports
and other financial information, the audit plan, the Company's systems of
internal controls regarding accounting, finance, legal compliance and ethics,
the audit report, the management letter and the Company's auditing, accounting
and financial reporting process generally. The Compensation Committee is
responsible for recommending to the Board of Directors the Company's executive
compensation policies for the Company's executive officers and for administering
the Company's Stock Incentive Plan.
During the year ended 1999, there were 17 meetings of the Board of
Directors. The responsibilities of the Audit Committee and Compensation
Committee were handled by the entire Board of Directors.
The Company is not aware of any family relationship between any
director, executive officer or person nominated to become a director or
executive officer.
COMPENSATION OF DIRECTORS
The Company pays each non-employee director compensation of $10,000
per annum and a fee of $500 for each meeting of the Board of Directors that he
attends. However, the directors may be granted awards from time to time pursuant
to the Company's 1997 Stock Incentive Plan. The Company reimburses each director
for ordinary and necessary expenses related to such director's attendance at
Board of Directors and committee meetings. During 1999, no options were granted
to any directors under the 1997 Stock Incentive Plan.
MANAGEMENT OF THE COMPANY
The executive officers of the Company and their positions are as
follows:
<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
---- --- --------------------------
<S> <C> <C>
William J. Michaelcheck................ 53 Chief Executive Officer and President
Charles R. Howe II..................... 38 Chief Financial Officer, Treasurer and Secretary
</TABLE>
The executive officers serve at the discretion of the Board of
Directors. Biographical information regarding Mr. Michaelcheck is provided above
and Mr. Howe is provided below.
CHARLES R. HOWE II has been the Chief Financial Officer, Treasurer and
Secretary of the Company since January 2000 and the Chief Financial Officer of
the Manager since its inception and of Mariner for more than five years.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information known to the
Company with respect to beneficial ownership of the Company's common stock as of
March 30, 2000, by (i) each executive officer, director and nominee for
director, (ii) any person known to the Company to be the beneficial owner of
five percent or more of the common stock and (iii) all directors and executive
officers as a group. Unless otherwise indicated in the footnotes to the table,
the beneficial owners named have, to the knowledge of the Company, sole voting
and investment power with respect to the shares beneficially owned, subject to
community property laws where applicable.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY OWNED
----------------------
NAME AND ADDRESS OF BENEFICIAL OWNER (1) NUMBER
---------------------------------------- OF SHARES PERCENT
---------- ---------
<S> <C> <C>
William J. Michaelcheck (2) ............................... 836,900 5.6%
Frederick N. Khedouri (3).................................. 37,500 *
Ronald J. Artinian......................................... 0 *
Stuart H. Coleman.......................................... 0 *
Jonathan Ilany............................................. 0 *
Charles R. Howe II (2)..................................... 836,900 5.6%
Highfields Capital Management L.P. (4)..................... 3,275,900 22.2%
Legg Mason, Inc. (5)....................................... 1,938,330 13.0%
Kingdon Capital Management LLC (6)......................... 1,617,600 10.9%
New Ellington Partners LP (7).............................. 1,475,000 9.9%
SLS Management (8)......................................... 1,180,900 7.9%
K Capital Partners LLC (9)................................. 924,500 6.2%
Mariner Investment Group, Inc. (2)......................... 836,900 5.6%
All directors and executive officers as a group (6 persons) 874,400 5.9%
---------------
* Less than one percent
(1) The address of each of the executive officers, directors and nominees for
director of the Company is c/o LASER Mortgage Management, Inc., 65 East
55th Street, New York, New York 10022. The address of Highfields Capital
Management L.P. is 200 Clarendon Street, 51st Floor, Boston, Massachusetts
02117. The address of Legg Mason, Inc. is 100 Light Street, Baltimore,
Maryland 21202. The address of Wellington Management Company, LLP is 75
State Street, Boston, Massachusetts 02109. The address of Kingdon Capital
Management LLC is 152 West 57th Street, New York, New York 10019. The
address of New Ellington Partners LP is 53 Forest Avenue, Old Greenwich,
Connecticut 06870. The address of SLS Management, LLC is 140 West 57th
Street, New York, New York 10019. The address of K Capital Partners LLC is
441 Stuart Street, Boston, Massachusetts 02116. The address of Mariner
Investment Group, Inc. is 65 East 55th Street, New York, New York 10022.
(2) Based on Schedule 13D filed on November 12, 1999. Includes all of the
shares of common stock owned beneficially by clients advised by Mariner
Investment Group, Inc., of which Mr. Michaelcheck is the sole shareholder
and Mr. Howe is the Chief Financial Officer.
(3) Includes 7,500 options which are currently exercisable.
(4) Based on Schedule 13G filed on February 16, 1999.
(5) Based on Schedule 13G filed on February 12, 1999. Includes all of the
shares of common stock owned beneficially by certain mutual funds advised
by Legg Mason, Inc.
(6) Based on Schedule 13G/A filed on January 11, 2000.
(7) Based on Schedule 13D filed on November 5, 1999.
(8) Based on Schedule 13G/A filed on February 14, 2000.
(9) Based on Schedule 13G filed on September 17, 1999.
</TABLE>
EXECUTIVE COMPENSATION
The Company has not paid any annual compensation to its executive
officers for their services as executive officers of the Company since its
inception other than as set forth below in the summary compensation table:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
NAME
- ---- Long Term All Other
Year Salary Bonus Compensation Compensation
-------- ---------- ---------- -------------- ---------------
<S> <C> <C> <C> <C> <C>
Robert J. Gartner......... 1999 $600,000 N/A N/A N/A
- --------------
(1) Mr. Gartner resigned as Vice President, Treasurer and Secretary of the
Company in November 1999.
</TABLE>
GRANTS OF AWARDS
During the year ended December 31, 1999, no deferred stock awards were
granted and all employees which had been previously granted deferred stock
awards left the Company and the awards were accelerated or terminated.
DEFERRED STOCK AWARDS IN 1999
The following table shows the value of shares of deferred stock
granted to the executive officers which vested in 1999. No deferred stock awards
were granted in 1999.
<TABLE>
<CAPTION>
NAME Value of Deferred Stock (1)
---- --------------------------------
<S> <C>
Peter T. Zimmermann (2).................. $ 20,391
Robert J. Gartner (3).................... $ 70,625
---------------
(1) The deferral period under these awards expired, and the
stock was issued, at the rate of 6.25% per quarter
commencing on January 2, 1998. No dividends or dividend
equivalents were paid on deferred stock until the deferral
period expired.
(2) Mr. Zimmermann resigned as Vice President and Chief
Operating Officer in January 1999.
(3) Mr. Gartner resigned as Vice President, Treasurer and
Secretary in November 1999.
</TABLE>
No stock options or stock appreciation rights were outstanding as of
December 31, 1999 and no executive officer of the Company exercised any stock
options during 1999.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires the Company's executive officers and directors, and persons who
own more than 10% of the Company's common stock to file reports of ownership and
changes in ownership with the SEC and the New York Stock Exchange. Officers,
directors and greater than ten-percent stockholders are required by SEC
regulations to furnish the Company with copies of all such reports they file.
Based solely on a review of the copies of such reports furnished to
the Company, or written representations that no Form 5 was required, the Company
believes that all Section 16(a) filing requirements applicable to its officers,
directors and greater than ten-percent beneficial owners were complied with
through December 31, 1999, except that William J. Michaelcheck failed to file
timely a Form 3 for November 1999.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No interlocking relationship exists between members of the Company's
Board of Directors or the Compensation Committee or officers responsible for
compensation decisions and the board of directors or compensation committee of
any other company, nor has such interlocking relationship existed in the past.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On November 1, 1999, the Company announced that the Manager agreed to
serve as the external manager of the Company and be responsible for day-to-day
management of the Company's investments. William J. Michaelcheck, the Chairman
of the Manager, was appointed President and Chief Executive Officer of the
Company. Upon completion of the transition to the Manager, the Company
terminated its consulting arrangement with BlackRock Financial Management, Inc.
and Robert J. Gartner, who was Vice President of the Company and responsible for
day-to-day investment decisions for the Company, resigned.
Under the Company's agreement with the Manager, the Manager is
entitled to receive an (1) annual base management fee payable monthly in cash
equal to 0.45% of the aggregate value of the Company's outstanding equity as of
the end of such month and (2) incentive fee payable annually in newly issued
stock of the Company. The incentive fee will equal:
o 10% of the amount by which the market price of the Company's
common stock (plus any distributions) at the end of 12 months
exceed $3.63 per share (which approximates the average closing
price of the Company's common stock for the fifteen days ended
October 29, 1999) up to the equivalent of $4.00 per share;
o 15% of amounts over $4.00 per share up to $4.50 per share; and
o 20% of amounts over $4.50 per share.
The agreement has a one-year term, but is terminable by the Company
without cause or penalty on 30 days' notice. The Manager may terminate the
agreement in limited circumstances. In addition, Mariner is entitled to receive
a minimum fee if the Company adopts a plan of liquidation before the agreement
expires.
As of December 31, 1999, the Company accrued approximately $42,000 in
management fees to the Manager.
In January 2000, Charles R. Howe II, the Chief Financial Officer of
the Manager, was appointed Vice President, Treasurer and Secretary of the
Company. Stuart H. Coleman, a partner in the law firm of Stroock & Stroock &
Lavan LLP, is a director of the Company. Such firm and Mr. Coleman perform legal
services for the Company.
The Company and LASER Advisers Inc. (the "Former Manager") terminated
the management agreement (the "Former Management Agreement"), pursuant to which
the Former Manager served as investment adviser to the Company, effective as of
February 28, 1999. In connection therewith, the Company agreed to pay to the
Former Manager: (a) $416,505, which represented the base management fee payable
under the Former Management Agreement for the fourth quarter of 1998; (b)
$708,495, which the Company and the Former Manager agreed to as the quarterly
incentive fee for the fourth quarter of 1998; and (c) $500,000 for services
performed under the Former Management Agreement for the period January 1, 1999
through February 28, 1999 and for certain transition services with respect to
internalizing the advisory function. Michael L. Smirlock, a former director and
the former Chief Executive Officer and President of the Company, was the
majority stockholder and a director of the Former Manager.
PERFORMANCE GRAPH
The following graph presents a comparison of cumulative total returns
for the Company's common stock since inception with the S&P 500 index and the
Bloomberg L.P. BBREIT Mortgage Index ("MREIT"), a capitalization-weighted index
of infinite life mortgage REITs having a market capitalization of $15 million or
greater.
[OBJECT OMITTED]
ITEM 2: RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Company has selected the accounting firm
of Deloitte & Touche LLP as independent auditors of the Company for the year
ending December 31, 2000. Deloitte & Touche LLP has served as the Company's
independent auditors since the Company's inception. A representative of Deloitte
& Touche LLP is expected to be present at the meeting with the opportunity to
make a statement if such representative so desires and to respond to appropriate
questions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF
THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S AUDITORS.
ITEM 3: OTHER MATTERS
At the date of this Proxy Statement, the only business which the Board
of Directors intends to present or knows that others will present at the meeting
is that hereinabove set forth. If any other matter or matters are properly
brought before the meeting, or any adjournment thereof, it is the intention of
the persons named in the accompanying form of proxy to vote the proxy on such
matters in accordance with their judgment.
STOCKHOLDER PROPOSALS: 2001 ANNUAL MEETING
Proposals of stockholders intended to be presented at the Company's
2001 Annual Meeting of Stockholders must be received by the Company on or prior
to December 7, 2000, to be eligible for inclusion in the Company's Proxy
Statement and form of proxy to be used in connection with the 2001 Annual
Meeting.
By order of the Board of Directors,
/s/ Charles R. Howe II
Secretary
New York, New York
April 28, 2000
<PAGE>
LASER MORTGAGE MANAGEMENT, INC.
Annual Meeting of Shareholders to be held June 7, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
P The undersigned, revoking any proxy heretofore given, hereby appoints
R Charles R. Howe II proxy of the undersigned with full power of
O substitution, with respect to all of the shares of stock of LASER
X MORTGAGE MANAGEMENT, INC. ("LASER") which the undersigned is entitled
Y to vote at LASER'S Annual Meeting of Shareholders to be held on
Wednesday, June 7, 2000, and at any adjournment thereof.
(Continued, and to be marked, dated and signed, on the reverse side)
SEE REVERSE
SIDE
<PAGE>
DETACH HERE
Please mark
[X] vote as in this
example
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2.
1. ELECTION OF DIRECTOR: To elect one FOR [ ] AGAINST [ ] ABSTAIN [ ]
(1) nominee for Class II Director
listed below for a term of two 2. Proposal to ratify and approve the
years and two (2) nominees for appointment of Deloitte & Touche
Class III Director listed below LLP as independent auditors of
for a term of three years. LASER for the fiscal year ending
December 31, 2000.
Nominee: Ronald J. Artinian - Class
II Director 3. In their discretion, upon any other
[ ] FOR [ ] WITHHELD matters which may properly come
NOMINEE FROM before the meeting or any
NOMINEE adjournment thereof.
Nominee: William J. Michaelcheck - Receipt of the Notice of Annual
Class III Director Meeting and of the Proxy Statement
[ ] FOR [ ] WITHHELD and Annual Report to Shareholders
NOMINEE FROM of LASER is hereby acknowledged.
NOMINEE PLEASE DATE, SIGN AND RETURN THIS
PROXY PROMPTLY USING THE ENCLOSED
Nominee: Jonathan Ilany - Class ENVELOPE.
III Director Your signature should appear the
[ ] FOR [ ] WITHHELD same as your name appears hereon.
NOMINEE FROM If signing as attorney, executor,
NOMINEE administrator, trustee or
guardian, please indicate the
capacity in which signing. When
signing as joint tenants, all
parties to the joint tenancy must
sign. When the proxy is given by a
corporation, it should be signed by
an authorized officer.
MARK HERE
FOR ADDRESS [ ]
CHANGE AND
NOTE AT LEFT
Signature______________ Date______ Signature_______________ Date_________
