UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Date of Report (Date of Earliest Event Reported):
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November 8, 2005 |
Federal National Mortgage Association
(Exact name of registrant as specified in its charter)
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| Federally Chartered Corporation
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000-50231
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52-0883107 |
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| (State or other jurisdiction
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(Commission
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(I.R.S. Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| 3900 Wisconsin Avenue, NW, Washington, |
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| District of Columbia
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20016 |
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| (Address of principal executive offices)
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(Zip Code) |
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| Registrant’s telephone number, including area code:
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202-752-7000 |
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| Not Applicable |
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< /TR>
| Former name or former address, if changed since last report |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
On November 10, 2005, Fannie Mae (formally, the Federal National Mortgage Association) filed a
Form 12b-25 with the Securities and Exchange Commission to report that it will not timely file its
Quarterly Report on Form 10-Q for the quarter ended September 30, 2005.
The
narrative portions of the Form 12b-25, copies of which are filed as exhibit 99.1 to this
report, are incorporated herein by reference.
The
information in this item, including exhibit 99.1 filed herewith, shall be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934.
Item 5.02. Departure of Directors or Principal Officers;
Election of Directors; Appointment of
Principal Officers.
On
November 8, 2005, Frederic V. Malek notified the company of his retirement from the Board of
Directors of Fannie Mae, effective December 31, 2005.
Item 7.01 Regulation FD Disclosure.
On November 3, 2005, Fannie Mae announced the appointment of Mark Winer as Deputy and Acting Head
of the company’s Chief Risk Officer organization. The announcement, a copy of which is furnished as
exhibit 99.2 to this report, is incorporated herein by
reference.
On November 10, 2005, Fannie Mae announced the appointment of Robert T. Blakely, III as Chief
Financial Officer; Robert J. Levin as Chief Business Officer; Michael J. Williams as Chief
Operating Officer; Carolyn Groobey as Senior Vice President, Strategy; and David S. Worley, III as
Senior Vice President, Housing and Community Development Credit Risk. Fannie Mae also announced
that Bridget A. Macaskill has been elected to join Fannie Mae’s Board of Directors as of December
1, 2005. The announcement, a copy of which is furnished as exhibit 99.3 to this report, is
incorporated herein by reference. Additional information regarding certain of these
appointments will be provided in a subsequent Form 8-K filing.
The information in this item, including exhibits 99.2 and 99.3 submitted herewith, shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed
incorporated by reference in any disclosure document of Fannie Mae, except as shall be expressly
set forth by specific reference in such document.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits. The exhibit index filed herewith is incorporated herein by reference.
Exhibit 99.1 to this report shall be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934.
Exhibits 99.2 and 99.3 to this report shall be not deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934.