-----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, NeKLY5eaXpqWmhXsQtE72JwQQ3SJM46wqTaZmBR6YCtI/gCJAln2l6sWGeuhjSQ+ TgUPcHIHAA10CD4/5eLQTw== 0000950172-05-001027.txt : 20050331 0000950172-05-001027.hdr.sgml : 20050331 20050331163704 ACCESSION NUMBER: 0000950172-05-001027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050331 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050331 DATE AS OF CHANGE: 20050331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANTHRACITE CAPITAL INC CENTRAL INDEX KEY: 0001050112 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 133978906 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13937 FILM NUMBER: 05720936 BUSINESS ADDRESS: STREET 1: 40 EAST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127545560 MAIL ADDRESS: STREET 1: 40 EAST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: ANTHRACITE MORTGAGE CAPITAL INC DATE OF NAME CHANGE: 19971121 8-K 1 ny494448.txt FORM 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 Date of Report (Date of earliest event reported) March 31, 2005 (March 31, 2005) ------------------------------- Anthracite Capital, Inc. ------------------------ (Exact name of registrant as specified in its charter) Maryland 001-13937 13-397-8906 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 40 East 52nd Street, New York, New York 10022 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212) 810-3333 -------------- N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) 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 (see General Instruction A.2. below): [ ] 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On March 31, 2005, Anthracite Capital, Inc. (the "Company") and BlackRock Financial Management, Inc. (the "Manager") entered into the Amendment and Extension (the "First Amendment"), to the Amended and Restated Investment Advisory Agreement (the "Management Agreement"), dated as of March 11, 2004, between the Company and the Manager. The First Amendment extends the term of the Management Agreement for one year, from March 31, 2005 to March 31, 2006, and corrects typographical errors in the Management Agreement. The Company is filing the First Amendment as Exhibit 99.1 hereto. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. 99.1 Amendment and Extension to the Amended and Restated Investment Advisory Agreement, dated as of March 31, 2005, between Anthracite Capital, Inc. and BlackRock Financial Management, Inc. SIGNATURE 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. ANTHRACITE CAPITAL, INC. By: /s/ James J. Lillis --------------------------------- Name: James J. Lillis Title: Chief Financial Officer Dated: March 31, 2005 ANTHRACITE CAPITAL, INC. CURRENT REPORT ON FORM 8-K Report dated March 31, 2005 (March 31, 2005) EXHIBIT INDEX Exhibit No. Description 99.1 Amendment and Extension to the Amended and Restated Investment Advisory Agreement, dated as of March 31, 2005, between Anthracite Capital, Inc. and BlackRock Financial Management, Inc. EX-99.1 2 ny494448ex99.txt EXHIBIT 99.1 - AMENDMENT AND EXTENSION Exhibit 99.1 AMENDMENT AND EXTENSION, dated as of March 31, 2005 (the "First Amendment"), to the Amended and Restated Investment Advisory Agreement (the "Agreement"), dated as of March 11, 2004, between Anthracite Capital, Inc., a Maryland corporation (the "Company"), and BlackRock Financial Management, Inc., a Delaware corporation (the "Manager"). RECITALS WHEREAS, Section 12 of the Agreement provides, among other things, that the Company and the Manager may amend the Agreement by an instrument in writing signed by all parties thereto. All terms used in this First Amendment which are defined in the Agreement have the meanings assigned to such terms in the Agreement. WHEREAS, Section 7 of the Agreement provides, among other things, that successive extensions to the Agreement, each for a period not to exceed one year, may be made by agreement between the Company and the Manager. WHEREAS, the Company and the Manager, intending to be legally bound, hereby enter into this First Amendment pursuant to Section 12 of the Agreement, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. WHEREAS, all things necessary to make this First Amendment a valid agreement between the Company and the Manager in accordance with its terms have been done. WHEREAS, in the event that any term or provision contained herein shall conflict or be inconsistent with any provision contained in the Agreement, the terms and provisions of this First Amendment shall govern. NOW THEREFORE, in consideration of the mutual promises and agreements herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows: ARTICLE I --------- AMENDMENT Section 1.1 Amendment of Section 5 of the Agreement. Paragraph (1) of subsection (a) of Section 5 of the Agreement is hereby amended by deleting the words "December 31, 2005" in both instances and substituting therefor the words "December 31, 2004." ARTICLE II ---------- EXTENSION Section 2.1 Extension pursuant to Section 7. The parties hereto agree that the term of the Agreement shall be extended pursuant to Section 7 of the Agreement for one year, from March 31, 2005 to March 31, 2006. ARTICLE III ----------- MISCELLANEOUS Section 3.1 Governing Law. This First Amendment shall be construed in accordance with the laws of the State of New York for contracts to be performed entirely therein without reference to choice of law principles thereof. Section 3.2 Severability. The invalidity or unenforceability of any provision of this First Amendment shall not affect the validity of any other provision, and all other provisions shall remain in full force and effect. Section 3.3 Counterparts. This First Amendment may be signed by the parties in counterparts which together shall constitute one and the same agreement among the parties. Section 3.4 Ratification of the Agreement. As amended by this First Amendment, the Agreement is in all respects ratified and confirmed and the Agreement as so amended by this First Amendment shall be read, taken and construed as one and the same instrument. SIGNATURES IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the date and the year first above written. ANTHRACITE CAPITAL, INC. By: /s/ Chris A. Milner ------------------------------------ Name: Chris A. Milner Title: Chief Executive Officer BLACKROCK FINANCIAL MANAGEMENT, INC. By: /s/ Laurence D. Fink ---------------------------------------- Name: Laurence D. Fink Title: Chairman and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----