------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) March 31, 2004 ANNALY MORTGAGE MANAGEMENT, INC. ---------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) MARYLAND 1-13447 22-3479661 --------------------------- ----------- ------------------- State or Other Jurisdiction (Commission (I.R.S. Employer Of Incorporation) File Number) Identification No.) 1211 Avenue of the Americas Suite 2902 New York, New York 10036 (Address of Principal -------- Executive Offices) (Zip Code) Offices) Registrant's telephone number, including area code: (212) 696-0100 NO CHANGE -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. OTHER EVENTS On March 31, 2004, Annaly Mortgage Management, Inc. (the "Company") entered into an underwriting agreement with Bear, Stearns & Co. Inc. as representative of the several underwriters (collectively, the "Underwriters"), relating to the sale of 4,250,000 shares of 7.875% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), and the granting of an over-allotment option for an additional 637,500 shares of Series A Preferred Stock to the Underwriters solely to fulfill over-allotments. The offering is expected to close on April 5, 2004. The aggregate net proceeds, excluding the proceeds the Company may obtain from the exercise of the over-allotment option, to the Company (after deducting estimated expenses) are estimated to be approximately $102.8 million. Item 7. FINANCIAL STATEMENTS; PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Not applicable. (b) Not applicable. (c) Exhibits: 1.1 Underwriting Agreement, dated March 31, 2004 between the Company and the Underwriters 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 hereunto duly authorized. ANNALY MORTGAGE MANAGEMENT, INC. By: /s/ Kathryn Fagan ---------------------------- Name: Kathryn Fagan Title: Chief Financial Officer Dated: April 1, 2004 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 1.1 Underwriting Agreement, dated March 31, 2004 between the Company and the Underwriters