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
April
10, 2012
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 3.03 | Material Modification to Rights of Security Holders. |
On April 10, 2012, 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 3.6714 shares of Anworth’s common stock to 3.7329 shares of its common stock effective April 11, 2012.
As previously announced, Anworth’s board of directors declared, on March 30, 2012, a quarterly common stock dividend of $0.21 per share, which is payable on April 27, 2012 to holders of record of common stock as of the close of business on April 10, 2012. 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 Articles Supplementary Establishing and Fixing the Rights and Preferences of the Series B Preferred Stock. As a result of this dividend, the conversion rate will increase from 3.6714 shares of Anworth’s common stock to 3.7329 shares of its common stock effective April 11, 2012.
| Item 8.01 | Other Events. |
On April 10, 2012, Anworth issued a press release announcing an increase to the conversion rate of Anworth’s 6.25% Series B Cumulative Convertible Preferred Stock effective April 11, 2012. A copy of that press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
As discussed therein, the press release furnished as Exhibit 99.1 to this Current Report on Form 8-K 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 | Financial Statements and Exhibits. |
| (a) | Not Applicable. | ||
| (b) | Not Applicable. | ||
| (c) | Not Applicable. | ||
| (d) | Exhibits. | ||
|
Exhibit 99.1 |
|||
| Press Release dated April 10, 2012 announcing an increase to the conversion rate of Anworth’s 6.25% Series B Cumulative Convertible Preferred Stock effective April 11, 2012. | |||
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: | April 10, 2012 | By: |
/s/ Lloyd McAdams |
|
Title: Chief Executive Officer |
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EXHIBIT INDEX
|
Exhibit # |
Description |
|
|
99.1 |
Press Release dated April 10, 2012 announcing an increase to the conversion rate of Anworth’s 6.25% Series B Cumulative Convertible Preferred Stock effective April 11, 2012. |
Exhibit 99.1
Anworth Announces Increase to Series B Preferred Stock Conversion Rate
SANTA MONICA, Calif.--(BUSINESS WIRE)--April 10, 2012--Anworth Mortgage Asset Corporation (NYSE: ANH) announced today that, in accordance with the terms of Anworth’s 6.25% Series B Cumulative Convertible Preferred Stock, or Series B Preferred Stock, the conversion rate of the Series B Preferred Stock will increase from 3.6714 shares of Anworth’s common stock to 3.7329 shares of its common stock effective April 11, 2012.
As previously announced on March 30, 2012, the board of directors declared a quarterly common stock dividend of $0.21 per share, which is payable on April 27, 2012 to holders of record of common stock as of the close of business on April 10, 2012. 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 Articles Supplementary Establishing and Fixing the Rights and Preferences of the Series B Preferred Stock (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 3.6714 shares of Anworth’s common stock to 3.7329 shares of its common stock effective April 11, 2012.
About Anworth Mortgage Asset Corporation
Anworth is a mortgage real estate investment trust which invests primarily in securities guaranteed by the U.S. Government, such as Ginnie Mae, or guaranteed by federally sponsored enterprises, such as Fannie Mae or Freddie Mac. Anworth seeks to generate 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 is managed by Anworth Management, LLC, or the Manager, pursuant a management agreement. The Manager is subject to the supervision and direction of the Company’s Board of Directors, and is responsible for (i) the selection, purchase and sale of the Company’s investment portfolio; (ii) the Company’s financing and hedging activities; and (iii) providing the Company with management services and other services and activities relating to the Company’s assets and operations as may be appropriate. 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 news release may contain forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based upon our current expectations and speak only as of the date hereof. Forward-looking statements, which are based on various assumptions (some of which are beyond our control) may be identified by reference to a future period or periods or by the use of forward-looking terminology, such as “may,” “will,” “believe,” “expect,” “anticipate,” “assume,” “estimate,” “intend,” “continue,” or other similar terms or variations on those terms or the negative of those terms. 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 but not limited to, changes in interest rates; changes in the market value of our mortgage-backed securities; changes in the yield curve; the availability of mortgage-backed securities for purchase; increases in the prepayment rates on the mortgage loans securing our mortgage-backed securities; our ability to use borrowings to finance our assets and, if available, the terms of any financing; risks associated with investing in mortgage-related assets; changes in business conditions and the general economy, including the consequences of actions by the U.S. government and other foreign governments to address the global financial crisis; implementation of or changes in government regulations affecting our business; our ability to maintain our qualification as a real estate investment trust for federal income tax purposes; our ability to maintain an exemption from the Investment Company Act of 1940, as amended; and the Manager’s ability to manage our growth. Our Annual Report on Form 10-K and other SEC filings discuss the most significant 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