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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NEW YORK MORTGAGE TRUST, INC.
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(NAME OF ISSUER)
common stock, par value $0.01 per share
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(TITLE OF CLASS OF SECURITIES)
649604 10 5
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(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)
June 29, 2004
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(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 Sections 240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box. [ ]
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CUSIP No. 649604 10 5
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Mr. Steven B. Schnall
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
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3. SEC Use Only
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4. Source of Funds (See Instructions) OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) ( )
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6. Citizenship or Place of Organization United States
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Number of 7. Sole Voting Power 1,793,877
Shares Owned -----------------------------------------------------------
Beneficially
by Each 8. Shared Voting Power 466,125
Reporting -----------------------------------------------------------
Person With
9. Sole Dispositive Power 1,793,877
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10. Shared Dispositive Power 466,125
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11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,260,002
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13. Percent of Class Represented by Amount in Row (11) 12.4%
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14. Type of Reporting Person (See Instructions) HC
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Steven B. Schnall Annuity Trust U/A March 25, 2004
Tax I.D. Number: 516-55-6175
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
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3. SEC Use Only
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4. Source of Funds (See Instructions) OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) ( )
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6. Citizenship or Place of Organization Delaware
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Number of 7. Sole Voting Power 0
Shares Owned -----------------------------------------------------------
Beneficially
by Each 8. Shared Voting Power 466,125
Reporting -----------------------------------------------------------
Person With
9. Sole Dispositive Power 0
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10. Shared Dispositive Power 466,125
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11. Aggregate Amount Beneficially Owned by Each Reporting Person 466,125
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13. Percent of Class Represented by Amount in Row (11) 2.6%
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14. Type of Reporting Person (See Instructions) OO
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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 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.
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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 June 29, 2004, Schnall was the record and beneficial owner of
2,260,002 Shares representing 12.4% of the issued and outstanding Shares of the
Issuer. As of June 29, 2004, the Schnall Trust was the record and beneficial
owner of 466,125 Shares representing 2.6% of the issued and outstanding Shares
of the Issuer.
(b) Schnall has the sole power to vote and to dispose of 1,793,877 Shares.
Schnall has shared voting power and shared dispositive power over 466,125
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
466,125 Shares.
(c) - (e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
All of the Shares held by the Reporting Persons are subject to a lock-up
agreement restricting any sale, transfer or other disposition of the Shares for
180 days following June 29, 2004.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.1 Joint Filing Agreement
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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.
DATED: July 9, 2004 REPORTING PERSONS:
/s/ STEVEN B. SCHNALL
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STEVEN B. SCHNALL
STEVEN B. SCHNALL ANNUITY
TRUST U/A MARCH 25, 2004
By: /s/ STEVEN B. SCHNALL
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Name: Steven B. Schnall
Its: Trustee