Current Report Filing (8-k)
June 29 2018 - 3:07PM
Edgar (US Regulatory)
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
June
29, 2018
Date
of Report (Date of earliest event reported)
ANWORTH
MORTGAGE ASSET CORPORATION
.
(Exact
Name of Registrant as Specified in its Charter)
Maryland
(State
or Other Jurisdiction of Incorporation)
001-13709
|
52-2059785
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
1299 Ocean Avenue, Second Floor, Santa Monica, California
|
90401
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(310)
255-4493
(
Registrant’s
Telephone Number, Including Area Code)
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:
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933, as
amended, or Rule 12b-2 of the Exchange Act.
|
|
Emerging growth company ⃞
|
|
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ⃞
|
Item 3.03
|
|
Material Modification to Rights of Security Holders.
|
On June 29, 2018, Anworth Mortgage Asset Corporation (“Anworth”)
announced that in accordance with the terms of Anworth’s 6.25% Series B
Cumulative Convertible Preferred Stock (the “Series B Preferred Stock”),
the conversion rate of the Series B Preferred Stock will increase from
5.0453 shares of Anworth’s common stock to 5.1021 shares of its common
stock effective July 2, 2018.
As previously announced on June 15, 2018, the Board of Directors of
Anworth declared a quarterly common stock dividend of $0.14 per share,
which is payable on July 30, 2018 to holders of record of Anworth’s
common stock as of the close of business on June 29, 2018. When Anworth
pays a cash dividend during any quarterly fiscal period to its holders
of common stock in an amount that results in an annualized common stock
dividend yield greater than 6.25% (the dividend yield on the Series B
Preferred Stock), the conversion rate on the Series B Preferred Stock is
adjusted based on a formula specified in the Articles Supplementary
Establishing and Fixing the Rights and Preferences of the Series B
Preferred Stock. As a result of this dividend, the conversion rate of
the Series B Preferred Stock will increase from 5.0453 shares of
Anworth’s common stock to 5.1021 shares of its common stock effective
July 2, 2018.
On March 29, 2018, Anworth issued a press release (the “Press Release”)
announcing that in accordance with the terms of Anworth’s 6.25% Series B
Cumulative Convertible Preferred Stock (“Series B Preferred Stock”), the
conversion rate of the Series B Preferred Stock will increase from
5.0453 shares of Anworth’s common stock to 5.1021 shares of its common
stock effective July 2, 2018.
A copy of the Press Release is filed as Exhibit 99.1 to this Current
Report on Form 8-K.
As discussed therein, the Press Release contains forward-looking
statements within the meaning of Section 27A of the Securities Act and
Section 21E of the Exchange Act and, as such, may involve known and
unknown risks, uncertainties and assumptions. These forward-looking
statements relate to Anworth’s current expectations and are subject to
the limitations and qualifications set forth in the press release as
well as in Anworth’s other documents filed with the U.S. Securities and
Exchange Commission, including, without limitation, that actual events
and/or results may differ materially from those projected in such
forward-looking statements.
Item 9.01
|
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Financial Statements and Exhibits.
|
(a)
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Not Applicable.
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|
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(b)
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Not Applicable.
|
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(c)
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Not Applicable.
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(d)
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Exhibits.
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Exhibit 99.1
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Press Release dated June 29, 2018 announcing an increase to the
conversion rate of Anworth’s 6.25% Series B Cumulative Convertible
Preferred Stock effective July 2, 2018.
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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.
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ANWORTH MORTGAGE ASSET CORPORATION
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|
|
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Date:
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June 29, 2018
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By:
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/s/ Lloyd McAdams
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Chief Executive Officer
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