-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K6q3Oakljb6noUgc+x0BwgfnyF8YgvF/XiuUW+o8uOkgq6gavEUi1Goh+t4Cv/48 Ys8fAlTwzlGEESFrzo+LUA== 0001157523-10-003984.txt : 20100712 0001157523-10-003984.hdr.sgml : 20100712 20100709184128 ACCESSION NUMBER: 0001157523-10-003984 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100709 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100712 DATE AS OF CHANGE: 20100709 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANWORTH MORTGAGE ASSET CORP CENTRAL INDEX KEY: 0001047884 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 522059785 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13709 FILM NUMBER: 10947037 BUSINESS ADDRESS: STREET 1: 1299 OCEAN AVENUE STREET 2: SUITE 250 CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 310-255-4493 MAIL ADDRESS: STREET 1: 1299 OCEAN AVENUE STREET 2: SUITE 250 CITY: SANTA MONICA STATE: CA ZIP: 90401 8-K 1 a6355124.htm ANWORTH MORTGAGE ASSET CORP. 8-K


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


July 9, 2010
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))


Item 8.01         Other Events.

On July 9, 2010, Anworth Mortgage Asset Corporation (the “Company”) issued a press release (the “Press Release”) announcing that its board of directors declared a dividend of $0.539063 per share on the Company’s 8.625% Series A Cumulative Preferred Stock for the third quarter of 2010. The Company also announced that its board of directors declared a dividend of $0.390625 per share on the Company’s 6.25% Series B Cumulative Convertible Preferred Stock (the “Series B Preferred Stock”) for the third quarter of 2010. A copy of the Press Release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In addition, in the Press Release the Company announced that effective July 12, 2010, the conversion rate on the Series B Preferred Stock will increase from 3.2317 shares of the Company’s common stock to 3.2990 shares of its common stock.

Finally, in the Press Release the Company reported results of its previously announced common stock repurchase program pursuant to which the Company may repurchase up to 5,850,000 shares of its common stock. During the three months ended June 30, 2010, the Company repurchased a total of 2,547,616 shares at a weighted average price of $6.46 per share under the repurchase program. From February 1, 2010 through June 30, 2010, the Company repurchased an aggregate of 3,060,616 shares at a weighted average price of $6.52 per share under the repurchase program.

As discussed therein, the Press Release contains forward-looking statements within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and, as such, may involve known and unknown risks, uncertainties and assumptions. These forward-looking statements relate to the Company’s current expectations and are subject to the limitations and qualifications set forth in the Press Release as well as in the Company’s other documents filed with the United States 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         Financial Statements and Exhibits.

(a) Not Applicable.
 
(b) Not Applicable.
 
(c) Not Applicable.
 
(d) Exhibits.
 

Exhibit 99.1

 
Press Release dated July 9, 2010.


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.

ANWORTH MORTGAGE ASSET CORPORATION

 

Date: July 9, 2010 By:

 /s/ Lloyd McAdams

 

Chief Executive Officer


EXHIBIT INDEX

Exhibit #

 

Description

 

99.1

Press release dated July 9, 2010.

EX-99.1 2 a6355124ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

Anworth Announces Quarterly Preferred Dividends; Increase to Series B Preferred Stock Conversion Rate; And Share Repurchase Program Activity

SANTA MONICA, Calif.--(BUSINESS WIRE)--July 9, 2010--Anworth Mortgage Asset Corporation (NYSE:ANH) announced today that, in accordance with the terms of Anworth’s 8.625% Series A Cumulative Preferred Stock, or Series A Preferred Stock, the board of directors declared a Series A Preferred Stock dividend of $0.539063 per share for the third quarter of 2010. The Series A Preferred Stock dividend is payable on October 15, 2010 to holders of record of Series A Preferred Stock as of the close of business on September 30, 2010. The dividend reflects the accrual from July 1, 2010 through September 30, 2010, or 90 days of a 360-day year.

Also, in accordance with the terms of Anworth’s 6.25% Series B Cumulative Convertible Preferred Stock, or Series B Preferred Stock, the board of directors declared a Series B Preferred Stock dividend of $0.390625 per share for the third quarter of 2010. The Series B Preferred Stock dividend is payable on October 15, 2010 to holders of record of Series B Preferred Stock as of the close of business on September 30, 2010. The dividend reflects the accrual from July 1, 2010 through September 30, 2010, or 90 days of a 360-day year.

As previously announced, on June 30, 2010, the board of directors declared a quarterly common stock dividend of $0.25 per share, which is payable on July 27, 2010 to holders of record of common stock as of the close of business on July 9, 2010. When Anworth pays a cash dividend during any quarterly fiscal period to its common stockholders 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 Series B Preferred Stock prospectus supplement (and also available on the “Series B Pfd. Stock Conversion” page of Anworth’s web site at http://www.anworth.com). As a result of this dividend, the conversion rate will increase from 3.2317 shares of Anworth’s common stock to 3.2990 shares of its common stock effective July 12, 2010.

On February 1, 2010, we announced that our board of directors had authorized a share repurchase program, permitting us to acquire 5,850,000 shares of our common stock, or approximately 5% of our total shares of common stock outstanding. The shares are to be acquired at prevailing prices through open market transactions. The manner, price, number and timing of these share repurchases are subject to market conditions and applicable SEC rules. During the three months ended June 30, 2010, we repurchased a total of 2,547,616 shares at a weighted average price of $6.46 per share under this repurchase program. From February 1, 2010 through June 30, 2010, we repurchased an aggregate of 3,060,616 shares at a weighted average price of $6.52 per share under this repurchase program.

About Anworth Mortgage Asset Corporation

Anworth is a mortgage real estate investment trust which invests primarily in securities guaranteed by U.S. Government-sponsored agencies, such as Fannie Mae, Freddie Mac or Ginnie Mae. Anworth generates income for distribution to shareholders primarily based on the difference between the yield on its mortgage assets and the cost of its borrowings. The Company’s common stock is traded on the New York Stock Exchange under the symbol ANH.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements are based upon our current expectations and speak only as of the date hereof. Our actual results may differ materially and adversely from those expressed in any forward-looking statements as a result of various factors and uncertainties, including increases in the prepayment rates on the mortgage loans securing our mortgage-backed securities, our ability to use borrowings to finance our assets, risks associated with investing in mortgage-related assets, including changes in business conditions and the general economy, our ability to maintain our qualification as a real estate investment trust for federal income tax purposes, and management’s ability to manage our growth. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, certain Current Reports on Forms 8-K, and other SEC filings discuss some of the important risk factors that may affect our business, results of operations and financial condition. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

CONTACT:
Anworth Mortgage Asset Corporation
John T. Hillman
(310) 255-4438 or (310) 255-4493
jhillman@anworth.com
http://www.anworth.com

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