8-K 1 anth8k.txt FEBRUARY 1, 2006 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) February 2, 2006 (January 31, 2006) 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 The information provided in Item 2.03 is incorporated by reference herein. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On January 31, 2006, Anthracite Capital, Inc. (the "Company") sold, through a newly formed subsidiary, Anthracite Capital Trust II, a Delaware statutory trust (the "Trust"), $50.0 million aggregate liquidation amount of preferred securities (the "Preferred Securities") to qualified financial institutions. The proceeds will be used to continue to execute the Company's commercial real estate strategies. A copy of the press release announcing this transaction is attached hereto as Exhibit 99.1. The Preferred Securities were issued by the Trust pursuant to an Amended and Restated Trust Agreement (the "Trust Agreement") among the Company, as depositor, JPMorgan Chase Bank, National Association, as property trustee, Chase Bank USA, National Association, as Delaware trustee and three administrative trustees, each of whom is an officer of the Company. The Trust also issued $1,550,000 aggregate liquidation amount of common securities (the "Common Securities") pursuant to the Trust Agreement and sold the Common Securities to the Company. The Trust used the proceeds from the sale of the Preferred Securities and the Common Securities to purchase $51,550,000 million aggregate principal amount of junior subordinated notes due 2036 of the Company (the "Junior Subordinated Notes") issued pursuant to a Junior Subordinated Indenture, dated as of January 31, 2006 (the "Indenture") between the Company and JPMorgan Chase Bank, National Association, as trustee (the "Trustee"). The Preferred Securities require quarterly distributions at a fixed rate of 7.73% through the interest payment date in April 2016 and at a variable rate of LIBOR plus 2.7% thereafter. Distributions are cumulative and accrue from the date of original issuance. The Preferred Securities mature on April 30, 2036, but may be redeemed beginning on April 30, 2011 if the Company exercises its right to redeem the Junior Subordinated Notes as described below. Interest accrues from the date of original issuance. The Junior Subordinated Notes mature on April 30, 2036, but the Company may redeem the Junior Subordinated Notes, in whole or in part, at par beginning on April 30, 2011, and may redeem them earlier than such date following the occurrence of a Special Event, as defined in the Indenture. The Trust will be required to redeem a like amount of the Preferred Securities if the Partnership exercises its right to redeem all or a portion of the Junior Subordinated Notes. Either the Trustee or the holders of at least 25% of the aggregate principal amount of the outstanding Junior Subordinated Notes may declare the principal amount of, and all accrued interest on, all the Junior Subordinated Notes to be due and payable immediately, or if the holders of the Junior Subordinated Notes fail to make such declaration, the holders of at least 25% in aggregate liquidation amount of the Preferred Securities outstanding shall have a right to make such declaration, if an Event of Default occurs. Any holder of the Preferred Securities has the right, upon the occurrence of an Event of Default, to institute suit directly against the Company for enforcement of payment to such holder of principal of and any premium and interest, including additional interest, on the Junior Subordinated Notes having a principal amount equal to the aggregate liquidation amount of the Preferred Securities held by such holder. 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: February 2, 2006 ANTHRACITE CAPITAL, INC. CURRENT REPORT ON FORM 8-K Report dated February 2, 2006 (January 31, 2006) EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press Release of Anthracite Capital, Inc., dated February 2, 2006.