-----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, Pjz874Y0zslN4S5vx66bQU+sgjpHtRWXZ4H2XuVlg5G3vGhscMEWzyOiU4Hs5CFq hwSX46UQ6abV3vB2iCw45Q== /in/edgar/work/20000530/0000950172-00-001032/0000950172-00-001032.txt : 20000919 0000950172-00-001032.hdr.sgml : 20000919 ACCESSION NUMBER: 0000950172-00-001032 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000530 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANTHRACITE CAPITAL INC CENTRAL INDEX KEY: 0001050112 STANDARD INDUSTRIAL CLASSIFICATION: [6798 ] IRS NUMBER: 133978906 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-33596 FILM NUMBER: 646303 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 2127545560 MAIL ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 FORMER COMPANY: FORMER CONFORMED NAME: ANTHRACITE MORTGAGE CAPITAL INC DATE OF NAME CHANGE: 19971121 POS AM 1 0001.txt As filed with the Securities and Exchange Commission on May 30, 2000. Registration No. 333-33596 ============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------ ANTHRACITE CAPITAL, INC. (Exact name of registrant as specified in its charter) MARYLAND 6162 13-3978906 (State or Other Jurisdiction (Primary Standard (I.R.S. Employer of Incorporation or Industrial Classification Identification Organization) Code Number) Number) 345 PARK AVENUE, 29TH FLOOR NEW YORK, NEW YORK 10154 (212) 754-5560 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ------------ HUGH R. FRATER PRESIDENT AND CHIEF EXECUTIVE OFFICER ANTHRACITE CAPITAL, INC. 345 PARK AVENUE, 29TH FLOOR NEW YORK, NEW YORK 10154 (212) 754-5560 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------ Copies to: J. GREGORY MILMOE, ESQ. BARBARA J. BRIGGS, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP MILBANK, TWEED, HADLEY & MCCLOY LLP FOUR TIMES SQUARE ONE CHASE MANHATTAN PLAZA NEW YORK, NEW YORK 10036 NEW YORK, NEW YORK 10005 (212) 735-3000 (212) 530-5142 ------------ If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. (X) 333-33596 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Exhibits Exhibit 5.1, Opinion of Miles and Stockbridge PC as to the legality of the share of Anthracite Capital, Inc. Common Stock is attached as an exhibit to this post-effective amendment. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Anthracite Capital, Inc. certifies that it has duly caused this Registration Statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, in the State of New York on May 30, 2000. ANTHRACITE CAPITAL, INC. By: /s/ Richard M. Shea ----------------------------------- Name: Richard M. Shea Title: Chief Operating Officer and Chief Financial Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Richard M. Shea his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE /s/ Laurence D. Fink Chairman of the Board May 23, 2000 - ---------------------------- Laurence D. Fink /s/ Hugh R. Frater President and Chief Executive May 23, 2000 - ---------------------------- Officer and Director Hugh R. Frater (Principal Executive Officer) /s/ Richard M. Shea Chief Operating Officer and May 23, 2000 - ---------------------------- Chief Financial Officer Richard M. Shea (Principal Financial Officer and Principal Accounting Officer) /s/ Donald G. Drapkin Director May 23, 2000 - ---------------------------- Donald G. Drapkin /s/ Carl Guether Director May 23, 2000 - ---------------------------- Carl Guether /s/ Jeffrey C. Keil Director May 23, 2000 - ---------------------------- Jeffrey C. Keil /s/ Kendrick R. Wilson, III Director May 23, 2000 - ---------------------------- Kendrick R. Wilson, III /s/ Andrew P. Rifkin Director May 23, 2000 - ---------------------------- Andrew P. Rifkin /s/ David M. Applegate Director May 23, 2000 - ---------------------------- David M. Applegate /s/ Leon T. Kendall Director May 23, 2000 - ---------------------------- Leon T. Kendall EXHIBIT INDEX EXHIBIT 2.1 Agreement and Plan of Merger, dated as of February 8, 2000, by and among Anthracite Capital, Inc., Anthracite Acquisition Corp. and CORE Cap, Inc. (1) 3.1 Amended and Restated Articles of Incorporation of Anthracite Capital, Inc. (1) 3.2 By-Laws of Anthracite Capital, Inc. (1) 3.3 Form of Articles Supplementary of Anthracite Capital, Inc. establishing 10% Cumulative Convertible Redeemable Preferred Stock. (1) 5.1 Opinion of Miles and Stockbridge PC as to the legality of the shares of Anthracite Capital, Inc. common stock being registered hereby. * 12.1 Statement re: Computation of Ratio of Earnings to Fixed Charges. (1) 23.1 Consent of PricewaterhouseCoopers LLP. (1) 23.2 Consent of Deloitte & Touche LLP. (1) 23.3 Consent of Miles & Stockbridge PC (included as part of its opinion filed as Exhibit 5.1 and incorporated herein by reference). 23.4 Consent of persons named as directors. (1) 24.1 Power of attorney (included in the signature page attached hereto). 99.1 Form of Proxy. (1) - ------------------------------------ (*) Filed herewith. (1) Previously filed. EXHIBIT 5.1 April 10, 2000 Anthracite Capital, Inc. 345 Park Avenue, 29th Floor New York, New York 10154 Ladies and Gentlemen: We have acted as special Maryland counsel to Anthracite Capital, Inc., a Maryland corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), of 7,490,726 shares of the Company's Common Stock, par value $.001 per share (the "Common Shares") and 2,260,997 shares of the Company's 10% Cumulative Convertible Series B Preferred Stock, par value $.001 per share (the "Preferred Shares"), as described in the Company's Registration Statement on Form S-4 (the "Registration Statement") filed with the Securities and Exchange Commission. The Company proposes to issue the Common Shares and the Preferred Shares to the stockholders of CORE Cap, Inc., a Delaware corporation ("CORE Cap"), in connection with the merger of Anthracite Acquisition Corp., a Delaware corporation ("Sub"), and a wholly-owned subsidiary of the Company with and into CORE Cap (the "Merger"), pursuant to the terms of the Agreement and Plan of Merger dated as of February 8, 2000, among the Company, Sub and CORE Cap. In delivering this opinion we have examined and relied upon executed originals, counterparts and photocopies of documents and records that we considered necessary or appropriate in order to enable us to express the opinions set forth herein. We have also relied as to certain matters on information obtained from public officials and officers of the Company. We express no opinion with respect to the laws of, or the effect or applicability of the laws of, any jurisdiction other than the laws of the State of Maryland. Based on that examination, it is our opinion that: 1. The Common Shares to be offered by the Company in connection with the Merger have been duly authorized and, when issued under the circumstances contemplated in the Registration Statement, will be legally issued, fully paid and non-assessable; and 2. When appropriate articles supplementary to the Charter of the Company relating to the Preferred Shares (the "Articles Supplementary") have been duly adopted by the Board of Directors, and the Articles Supplementary have been filed with and accepted for record by the State Department of Assessments and Taxation of the State of Maryland, the Preferred Shares will be duly authorized and, when issued under the circumstances contemplated in the Registration Statement, will be legally issued, fully paid and non-assessable. We hereby consent to the use of our name under the heading "Legal Matters" in the Prospectus forming a part of the Registration Statement and to the filing of this opinion letter with the Registration Statement as Exhibit 5.1 thereto. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder. The opinion expressed herein is limited to the matters set forth in this letter and no other opinion should be inferred beyond the matters expressly stated. Very truly yours, Miles & Stockbridge P.C. By: /s/ Miles & Stockbridge P.C. ----------------------------- Principal -----END PRIVACY-ENHANCED MESSAGE-----