10-K/A 1 s625123.txt 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark one) |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2001 OR |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: ________ to ________ Commission File No. 001-13937 ANTHRACITE CAPITAL, INC. (Exact name of Registrant as specified in its charter MARYLAND 13-3978906 --------------------------------- ----------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 40 East 52nd Street New York, New York 10022 --------------------------------- ----------------------- (Address of principal executive office) (Zip Code) (212) 409-3333 ---------------------------------------------------------------------------- (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(g) of the Act: Not Applicable Securities registered pursuant to Section 12(b) of the Act: COMMON STOCK, $.001 PAR VALUE NEW YORK STOCK EXCHANGE (NYSE) (Title of each class) (Name of each exchange on which registered) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No|_| Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. |X| As of April 26, 2002, the aggregate market value of the registrant's Common Stock, $.001 par value, held by nonaffiliates of the registrant, computed by reference to the closing price of $11.37 as reported on the New York Stock Exchange as of the close of business on April 26, 2002: $520,679,622 (for purposes of this calculation affiliates include only directors and executive officers of the Company). The number of shares of the registrant's Common Stock, $.001 par value, outstanding as of April 26, 2002 was 45,967,682 shares. EXPLANATORY NOTE On April 1, 2002, Anthracite Capital, Inc. (the "Company") filed with the Securities and Exchange Commission (the "SEC") its Annual Report on Form 10-K for the year ended December 31, 2001 (the "Initial 10-K"). This Annual Report on Form 10-K/A amends Part III of the Initial 10-K to incorporate by reference information discussed in the Company's Definitive Proxy Statement filed with the SEC on April 17, 2002. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Incorporated by reference from the discussion responsive thereto under the captions "Proposal 1 Election of Directors - Information Concerning the Incumbent Directors and Director Nominees" and "Executive Officers" in the Company's Definitive Proxy Statement for the 2002 Annual Meeting of Stockholders filed with the SEC on April 17, 2002. ITEM 11. EXECUTIVE COMPENSATION Incorporated by reference from the discussion responsive thereto under the caption "Executive Compensation" in the Company's Definitive Proxy Statement for the 2002 Annual Meeting of Stockholders filed with the SEC on April 17, 2002. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Incorporated by reference from the discussion responsive thereto under the caption "Security Ownership of Certain Beneficial Owners and Management" in the Company's Definitive Proxy Statement for the 2002 Annual Meeting of Stockholders filed with the SEC on April 17, 2002. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Incorporated by reference from the discussion responsive thereto under the caption "Certain Relationships and Related Transactions" in the Company's Definitive Proxy Statement for the 2002 Annual Meeting of Stockholders filed with the SEC on April 17, 2002. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ANTHRACITE CAPITAL, INC. Date: April 29, 2002 /s/ Hugh R. Frater ------------------------------- Hugh R. Frater President and Chief Executive Officer and Director (duly authorized representative) Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Date: April 29, 2002 /s/ Hugh R. Frater ------------------------------- Hugh R. Frater President and Chief Executive Officer and Director Date: April 29, 2002 /s/ Richard M. Shea -------------------------------- Richard M. Shea Chief Financial Officer and Chief Operating Officer Date: April 29, 2002 * ------------------------------- Laurence D. Fink Chairman of the Board of Directors Date: April 29, 2002 * ------------------------------- Donald G. Drapkin Director Date: April 29, 2002 * ------------------------------- Carl F. Guether Director Date: April 29, 2002 * ------------------------------- Jeffrey C. Keil Director Date: April 29, 2002 * ------------------------------- Kendrick R. Wilson, III Director Date: April 29, 2002 * ------------------------------- David M. Applegate Director Date: April 29, 2002 * ------------------------------- Leon T. Kendall Director /s/ Richard M. Shea *By: --------------------------- Richard M. Shea As Attorney-in-Fact