AMENDMENT #1 TO SCHEDULE 13D
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
NEW YORK MORTGAGE TRUST, INC.
(Name of Issuer)
common stock, par value $0.01 per share
(Title of Class of Securities)
(CUSIP Number)
Steven B. Schnall
David A. Akre
New York Mortgage Trust, Inc.
1301 Avenue of the Americas
New York, New York 10019
(212) 634-9400
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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CUSIP
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649604 10 5 |
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of |
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NAMES OF REPORTING PERSONS:
Mr. Steven B. Schnall |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) þ |
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(b) o |
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SEC USE ONLY: |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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OO |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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United States
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7 |
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SOLE VOTING POWER: |
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| NUMBER OF |
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1,768,583 |
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| SHARES |
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SHARED VOTING POWER: |
| BENEFICIALLY |
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| OWNED BY |
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458,043 |
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| EACH |
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SOLE DISPOSITIVE POWER: |
| REPORTING |
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| PERSON |
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1,768,583 |
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| WITH |
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SHARED DISPOSITIVE POWER: |
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458,043 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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2,226,626 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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12.2% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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HC |
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NAMES OF REPORTING PERSONS:
Steven B. Schnall Annuity Trust U/A March 25, 2004 |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
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516-55-6175 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) þ |
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(b) o |
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SEC USE ONLY: |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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OO |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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Delaware
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SOLE VOTING POWER: |
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| NUMBER OF |
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0 |
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| SHARES |
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SHARED VOTING POWER: |
| BENEFICIALLY |
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| OWNED BY |
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458,043 |
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| EACH |
9 |
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SOLE DISPOSITIVE POWER: |
| REPORTING |
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| PERSON |
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0 |
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| WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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458,043 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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458,043 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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2.5% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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OO |
Page 4
ITEM 1. SECURITY AND ISSUER
This statement related to shares of common stock, par value $0.01 per
share (the “Shares”), of New York Mortgage Trust, Inc., a Maryland corporation
(the “Issuer”). The principal executive office of the Issuer is located at 1301
Avenue of the Americas, New York, New York 10019.
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is being filed by Steven B. Schnall (“Schnall”) and the
Steven B. Schnall Annuity Trust U/A March 25, 2004 (the “Schnall Trust”)
(Schnall and the Schnall Trust collectively, the “Reporting Persons”).
(b) — (c), (f) Schnall’s present principal occupation is President, Co- Chief Executive
Officer and Chairman of the Board of Directors of New York Mortgage Trust, Inc.,
and the principal business where such employment is conducted is 1301 Avenue of
the Americas, New York, New York 10019. Schnall is a citizen of the United
States. The Schnall Trust is a Delaware trust whose business address is 1301
Avenue of the Americas, New York, New York 10019.
(d) During
the last five years, no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, no Reporting Person has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction in
which the Reporting Person 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On June 29, 2004, Schnall acquired 1,458,875 shares directly and 466,125
shares indirectly through the Schnall Trust as consideration for the
contribution of Schnall’s and the Schnall Trust’s ownership interests in The New
York Mortgage Company, LLC to the Issuer. On June 29, 2004, the Issuer issued
71,352 shares of restricted stock to Schnall pursuant to the Issuer’s 2004 Stock
Incentive Plan. No consideration was paid for these shares. On June 29, 2004,
the Issuer awarded 123,550 stock options to Schnall pursuant to the Issuer’s
2004 Stock Incentive Plan. No consideration was paid for these options. The
options have an exercise price of $9.00 per share. On June 29, 2004, Steven B.
Schnall purchased and acquired 140,000 shares for cash through the Issuer’s
directed share program at $8.37 per share. On June 29, 2004, Steven B. Schnall
purchased and acquired 100 shares for cash at $8.75 per share through an open
market purchase.
Pursuant to a contribution agreement, Schnall forfeited 25,294 Shares owned
directly and 8,082 Shares owned indirectly through the Schnall Trust for estimated
minimum losses Issuer incurred as a result of defaults on residential mortgage loans
originated by NYMC and closed prior to June 29, 2004.
Page 5
ITEM 4. PURPOSE OF TRANSACTION
On June 29, 2004, Schnall acquired 1,458,875 shares directly and 466,125
shares indirectly through the Schnall Trust as consideration for the
contribution of Schnall’s and the Schnall Trust’s ownership interests in The New
York Mortgage Company, LLC to the Issuer. On June 29, 2004, the Issuer issued
71,352 shares of restricted stock to Schnall pursuant to the Issuer’s 2004 Stock
Incentive Plan. On June 29, 2004, the Issuer awarded 123,550 stock options to
Schnall pursuant to the Issuer’s 2004 Stock Incentive Plan. On June 29, 2004,
Schnall purchased and acquired 140,000 shares through the Issuer’s directed
share program. On June 29, 2004, Schnall purchased and acquired 100 shares
through an open market purchase. Both Schnall and the Schnall Trust acquired the
shares set forth above for investment purposes and not with a view to, or for
resale in connection with, any distribution thereof, and the Reporting Persons
do not have a present intention of selling, granting any participation in, or
otherwise distributing the acquired shares set forth above. Both Schnall and the
Schnall Trust presently have no plan or proposal which relate to or would result
in any of the events described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of February 22, 2005, Schnall was the record and beneficial owner of
2,226,626 Shares representing 12.2% of the issued and outstanding Shares of the
Issuer. As of February 22, 2005, the Schnall Trust was the record and beneficial
owner of 458,043 Shares representing 2.5% of the issued and outstanding Shares
of the Issuer.
(b) Schnall has the sole power to vote and to dispose of 1,768,583 Shares.
Schnall has shared voting power and shared dispositive power over 458,043
Shares. The Schnall Trust has the sole power to vote and to dispose of 0 Shares.
The Schnall Trust has shared voting power and shared dispositive power over
458,043 Shares.
(c) — (e) Not applicable.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER |
Pursuant to a contribution agreement, Schnall owns 27,756 Shares that are presently directly
and 8,868 Shares indirectly through the Schnall Trust held in escrow to satisfy any indemnification
claims the Issuer may have against the contributors of the NYMC membership interests under the
contribution agreement during the escrow period for losses incurred by the Issuer as a result of
defaults on residential mortgage loans originated by NYMC and closed prior to June 29, 2004. The
escrow period for these shares will run through
December 31, 2006 or the date upon which all indemnification claims have been satisfied, whichever
occurs first.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.1 Joint Filing Agreement
Page 6
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned’s
knowledge and belief, each certifies that the information set forth
in this statement is true, complete and correct.
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| DATED: February 14, 2006 |
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REPORTING PERSONS: |
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/s/ STEVEN B. SCHNALL |
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STEVEN B. SCHNALL |
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STEVEN B. SCHNALL ANNUITY |
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TRUST U/A MARCH 25, 2004 |
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By:
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/s/ STEVEN B. SCHNALL |
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Name:
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Steven B. Schnall
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Its:
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Trustee |
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