SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
May 23, 2003 (May 20, 2003)
Date of Report (Date of Earliest Event Reported)
ANTHRACITE CAPITAL, INC.
(Exact name of Registrant as Specified in Charter)
Maryland 001-13937 13-397-8906
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
40 East 52nd Street 10022
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 409-3333
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
On May 20, 2003, Anthracite Capital, Inc. (the "Company") issued a
press release announcing a cash dividend of $0.35 per share of common stock of
the Company for the quarter ending June 30, 2003. A copy of the press release
is attached hereto as Exhibit 99.1 and is incorporated herein by reference in
its entirety.
On May 21, 2003, the Company announced the terms of a public offering
of $50 million of Series C Cumulative Redeemable Preferred Stock (the "Series
C Preferred Stock"). A registration statement relating to this offering has
been filed with the Securities and Exchange Commission and has become
effective. Bear, Stearns & Co. Inc. acted as lead manager of the offering with
Friedman, Billings, Ramsey & Co. Inc., Stifel, Nicolaus & Company,
Incorporated, Advest, Inc., BB&T Capital Markets and Jefferies & Company, Inc.
as co-managers (together, the "Underwriters"). The Underwriters will also have
a thirty day option to purchase up to an additional 300,000 shares of Series C
Preferred Stock to cover over-allotments, if any. A copy of the press release
is attached hereto as Exhibit 99.2 and is incorporated herein by reference in
its entirety.
On May 22, 2003, the Underwriters exercised their option to purchase
300,000 additional shares of Series C Preferred Stock.
In addition, on May 20, 2003, David M. Applegate resigned from the
Board of Directors of the Company. Mr. Applegate joined the Board as part of
the merger between the Company and CORE Cap, Inc. Mr. Applegate feels that his
responsibilites to the Company's stockholders have been met.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
99.1 Press Release issued by Anthracite Capital, Inc., dated
May 20, 2003.
99.2 Press Release issued by Anthracite Capital, Inc., dated
May 21, 2003.
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.
ANTHRACITE CAPITAL, INC.
By: /s/ Robert L. Friedberg
__________________________
Name: Robert L. Friedberg
Title: Vice President and
Secretary
Dated: May 23, 2003
ANTHRACITE CAPITAL, INC.
CURRENT REPORT ON FORM 8-K
Report Dated May 23, 2003 (May 20, 2003)
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release issued by Anthracite Capital, Inc., dated May 20, 2003.
99.2 Press Release issued by Anthracite Capital, Inc., dated May 21, 2003.
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact: Richard Shea or Robert Friedberg
COO and CFO Vice-President and Controller
Anthracite Capital, Inc. Anthracite Capital, Inc.
Tel: (212) 754-5579 Tel: (212) 409-3333
ANTHRACITE CAPITAL ANNOUNCES CASH DIVIDEND OF $0.35 PER SHARE
NEW YORK, NY, May 20, 2003 - Anthracite Capital, Inc. (Anthracite) (NYSE: AHR)
announced today that its Board of Directors declared a second quarter 2003
cash dividend of $0.35 per share of common stock. The cash dividend will be
payable on July 31, 2003 to shareholders of record on June 30, 2003. The
annualized dividend yield is 12.16% based upon the $11.51 closing price of
Anthracite's common stock on May 19, 2003.
Shareholder Information. Anthracite has a dividend reinvestment plan that
provides current owners of its common stock with a simple economical and
convenient method of increasing their investment. Even if you are not a
current owner of Anthracite common stock, the Company's transfer agent can
issue registered stock directly to you without commission or markup. This
transaction can be done regardless of whether or not shares are held in street
name. To take advantage of this program stockholders must submit a signed
authorization form to the Company's Transfer Agent. A printable version of the
form is available on the Company's website or you can call or email the
Company to obtain the authorization form and instructions. The Company's
website address is www.anthracitecapital.com. The Company is currently
offering a 2% discount to the trailing 12 business days' average, provided the
stock price remains above threshold levels established by the Company at the
time.
About Anthracite. Anthracite Capital, Inc. is a specialty finance company
focused on investments in high yield real estate loans and related securities.
Anthracite is externally managed by BlackRock Financial Management, Inc.,
which is a subsidiary of BlackRock, Inc. (NYSE:BLK), one of the largest
publicly traded investment management firms in the United States with over
$273 billion in global assets under management as of March 31, 2003. BlackRock
is a member of The PNC Financial Services Group, Inc. (NYSE:PNC), a
diversified financial services organization. Through its affiliates, PNC
originates commercial, multifamily and residential real estate loans, and
services $75 billion in commercial mortgage loans for third parties through
its Midland Loan Services, Inc. subsidiary as of March 31, 2003.
Forward Looking Statements. This press release contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
with respect to future financial or business performance, strategies or
expectations. Forward-looking statements are typically identified by words or
phrases such as "trend," "opportunity," "pipeline," "believe," "comfortable,"
"expect," "current," "intention," "estimate," "position," "assume,"
"potential," "outlook," "continue," "remain," "maintain," "sustain," "seek,"
"achieve," and similar expressions, or future or conditional verbs such as
"will," "would," "should," "could," "may" or similar expressions. Anthracite
cautions that forward-looking statements are subject to numerous assumptions,
risks and uncertainties, which change over time. Forward-looking statements
speak only as of the date they are made, and Anthracite assumes no duty to
update forward-looking statements. Actual results could differ materially from
those anticipated in forward-looking statements and future results could
differ materially from historical performance.
In addition to factors previously disclosed in Anthracite's Securities and
Exchange Commission (the "SEC") reports and those identified elsewhere in this
press release, the following factors, among others, could cause actual results
to differ materially from forward-looking statements or historical
performance: (1) the introduction, withdrawal, success and timing of business
initiatives and strategies; (2) changes in political, economic or industry
conditions, the interest rate environment or financial and capital markets,
which could result in changes in the value of Anthracite's assets; (3) the
performance and operations of Anthracite's manager; (4) the impact of
increased competition; (5) the impact of capital improvement projects; (6) the
impact of future acquisitions; (7) the unfavorable resolution of legal
proceedings; (8) the extent and timing of any share repurchases; (9) the
impact, extent and timing of technological changes and the adequacy of
intellectual property protection; (10) the impact of legislative and
regulatory actions and reforms and regulatory, supervisory or enforcement
actions of government agencies relating to Anthracite, BlackRock or PNC; (11)
terrorist activities, which may adversely affect the general economy, real
estate, financial and capital markets, specific industries, and Anthracite and
BlackRock; and (12) the ability of Anthracite's manager to attract and retain
highly talented professionals.
Anthracite's Annual Report on Form 10-K for the year ended December 31, 2002
and Anthracite's subsequent reports filed with the Securities and Exchange
Commission, accessible on the SEC's website at http://www.sec.gov, identify
additional factors that can affect forward-looking statements.
To learn more about Anthracite Capital, Inc., visit our website at
www.anthracitecapital.com
##
Exhibit 99.2
FOR IMMEDIATE RELEASE
Contact: Richard Shea or Robert Friedberg
COO and CFO Vice-President and Controller
Anthracite Capital, Inc. Anthracite Capital, Inc.
Tel: (212) 754-5579 Tel: (212) 409-3333
ANTHRACITE CAPITAL ANNOUNCES PRICING OF PREFERRED STOCK OFFERING
NEW YORK, NY, May 21, 2003 - Anthracite Capital, Inc. (Anthracite or the
Company) (NYSE: AHR) priced an offering of $50 million of Series C Cumulative
Redeemable Preferred Stock. The securities have a $25 liquidation preference
per share and will pay a dividend of 9.375% per annum. Bear, Stearns & Co.
acted as lead manager of the offering with Friedman Billings Ramsey, Stifel,
Nicolaus & Company, Advest, Inc., BB&T Capital Markets and Jefferies &
Company, Inc. as co-managers. Anthracite also granted the underwriters an
option to purchase up to an additional 300,000 shares of Series C Preferred
Stock to cover over-allotments, if any.
Anthracite has applied to list the shares of Series C Preferred Stock on the
New York Stock Exchange under the symbol "AHR PrC", subject to official notice
of issuance. Anthracite expects that trading will commence within 30 days
after the initial delivery of the shares. The offering is expected to close on
May 29, 2003. The Company plans to use the proceeds to invest in commercial
real estate assets to lock in attractive spreads that will accrete common
earnings per share.
Richard Shea, CFO of the Company stated, "This transaction is a continuation
of our strategy to lock in funding for our commercial real estate portfolio.
Taking advantage of low rates to lock in permanent capital will further
strengthen the Company and provide greater stability for the current
dividend."
A registration statement relating to these securities was declared effective
by the Securities and Exchange Commission. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or jurisdiction.
About Anthracite. Anthracite Capital, Inc. is a specialty finance company
focused on investments in high yield real estate loans and related securities.
Anthracite is externally managed by BlackRock Financial Management, Inc.,
which is a subsidiary of BlackRock, Inc. (NYSE:BLK), one of the largest
publicly traded investment management firms in the United States with over
$273 billion in global assets under management as of March 31, 2003. BlackRock
is a member of The PNC Financial Services Group, Inc. (NYSE:PNC), a
diversified financial services organization. Through its affiliates, PNC
originates commercial, multifamily and residential real estate loans, and
services $75 billion in commercial mortgage loans for third parties through
its Midland Loan Services, Inc. subsidiary as of March 31, 2003.
Forward Looking Statements. This press release contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
with respect to future financial or business performance, strategies or
expectations. Forward-looking statements are typically identified by words or
phrases such as "trend," "opportunity," "pipeline," "believe," "comfortable,"
"expect," "current," "intention," "estimate," "position," "assume,"
"potential," "outlook," "continue," "remain," "maintain," "sustain," "seek,"
"achieve," and similar expressions, or future or conditional verbs such as
"will," "would," "should," "could," "may" or similar expressions. Anthracite
cautions that forward-looking statements are subject to numerous assumptions,
risks and uncertainties, which change over time. Forward-looking statements
speak only as of the date they are made, and Anthracite assumes no duty to
update forward-looking statements. Actual results could differ materially from
those anticipated in forward-looking statements and future results could
differ materially from historical performance.
In addition to factors previously disclosed in Anthracite's Securities and
Exchange Commission (the "SEC") reports and those identified elsewhere in this
press release, the following factors, among others, could cause actual results
to differ materially from forward-looking statements or historical
performance: (1) the introduction, withdrawal, success and timing of business
initiatives and strategies; (2) changes in political, economic or industry
conditions, the interest rate environment or financial and capital markets,
which could result in changes in the value of Anthracite's assets; (3) the
performance and operations of Anthracite's manager; (4) the impact of
increased competition; (5) the impact of capital improvement projects; (6) the
impact of future acquisitions; (7) the unfavorable resolution of legal
proceedings; (8) the extent and timing of any share repurchases; (9) the
impact, extent and timing of technological changes and the adequacy of
intellectual property protection; (10) the impact of legislative and
regulatory actions and reforms and regulatory, supervisory or enforcement
actions of government agencies relating to Anthracite, BlackRock or PNC; (11)
terrorist activities, which may adversely affect the general economy, real
estate, financial and capital markets, specific industries, and Anthracite and
BlackRock; and (12) the ability of Anthracite's manager to attract and retain
highly talented professionals.
Anthracite's Annual Report on Form 10-K for the year ended December 31, 2002
and Anthracite's subsequent reports filed with the Securities and Exchange
Commission, accessible on the SEC's website at http://www.sec.gov, identify
additional factors that can affect forward-looking statements.
To learn more about Anthracite Capital, Inc., visit our website at
www.anthracitecapital.com
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