Current Report Filing (8-k)
September 30 2016 - 4:06PM
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
September
30, 2016
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
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(Commission File Number)
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(IRS Employer Identification No.)
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1299 Ocean Avenue, Second Floor, Santa Monica, California
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90401
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(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))
Item 3.03
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Material Modification to Rights of Security Holders.
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On September 30, 2016, 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
4.6635 shares of Anworth’s common stock to 4.7329 shares of its common
stock effective October 1, 2016.
As previously announced, the board of directors of Anworth declared, on
September 15, 2016, a quarterly common stock dividend of $0.15 per
share, which is payable on October 28, 2016 to holders of record of
Anworth’s common stock as of the close of business on September 30,
2016. 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 4.6635 shares of Anworth’s common stock to 4.7329 shares
of its common stock effective October 1, 2016.
On September 30, 2016, 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 4.6635 shares of Anworth’s common stock to 4.7329
shares of its common stock effective October 1, 2016.
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.
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(a)
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Not Applicable.
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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 September 30, 2016 announcing an increase to
the conversion rate of Anworth’s 6.25% Series B Cumulative
Convertible Preferred Stock effective October 1, 2016.
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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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Date:
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September 30, 2016
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By:
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Lloyd McAdams
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Chief Executive Officer
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EXHIBIT INDEX
Exhibit #
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Description
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99.1
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Press Release dated September 30, 2016 announcing an increase to
the conversion rate of Anworth’s 6.25% Series B Cumulative
Convertible Preferred Stock effective October 1, 2016.
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