-----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, E1k/gon1yWXHWjULwsIA3jZjWlk6A9FX04E4LxJN/lniBl3jLq9lykMW6y/y7CeV 32HUWhXxI6kls6U4PIWrXg== 0001341004-06-000991.txt : 20060407 0001341004-06-000991.hdr.sgml : 20060407 20060406193108 ACCESSION NUMBER: 0001341004-06-000991 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060331 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060407 DATE AS OF CHANGE: 20060406 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: 06746294 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 nyc1104857.txt 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) April 6, 2006 (March 31, 2006) ------------------------------ Anthracite Capital, Inc. (Exact name of registrant as specified in its charter) Maryland 001-13937 13-397-8906 - -------------------------------------------------------------------------------- (State or other jurisdiction of (Commission (IRS Employer 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, 2006, Anthracite Capital, Inc. (the "Company") and BlackRock Financial Management, Inc. (the "Manager") entered into the Second Amendment and Extension (the "Second 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 Second Amendment extends the term of the Management Agreement for one year, from March 31, 2006 to March 31, 2007. The terms of the extended agreement are similar to the current agreement except the Second Amendment authorizes a grant of common stock of the Company to the Manager. The Second Amendment also authorizes that up to 30% of incentive fees payable to the Manager may be paid with shares of common stock of the Company under certain conditions. Subject to certain conditions, shares of common stock of the Company issued pursuant to the Second Amendment will be issued pursuant to the Anthracite 2006 Stock Award and Incentive Plan to be approved by the Company's shareholders at the Company's 2006 Annual Meeting. The Company is filing the Second Amendment as Exhibit 99.1 hereto. Item 9.01. Financial Statements and Exhibits (c) Exhibits. 99.1 Second Amendment and Extension, dated as of March 31, 2006, to the Amended and Restated Investment Advisory Agreement, dated as of March 11, 2004, 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: April 6, 2006 ANTHRACITE CAPITAL, INC. CURRENT REPORT ON FORM 8-K Report dated April 6, 2006 (March 31, 2006) EXHIBIT INDEX Exhibit No. Description 99.1 Second Amendment and Extension, dated as of March 31, 2006, to the Amended and Restated Investment Advisory Agreement, dated as of March 11, 2004, between Anthracite Capital, Inc. and BlackRock Financial Management, Inc. EX-99 2 anthex99-1406.txt EXHIBIT 99.1 - 2ND AMENDMENT & EXTENSION Exhibit 99.1 SECOND AMENDMENT AND EXTENSION dated as of March 31, 2006 (the "Second 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 Second Amendment which are defined in the Agreement have the meanings assigned to such terms in the Agreement. WHEREAS, Section 5 of the Agreement provides, among other things, for compensation to be paid to the Manager by the Company for the performance of its obligations under 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 Second 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 Second 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 Second 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: Section 1 Amendment of Section 5 of the Agreement. New subsections (e), (f), (g) and (h) are hereby added to Section 5 of the Agreement, effective as of December 1, 2005, as below: (e) thirty percent (30%) of the incentive fee shall (subject to the other provisions of this Section 5) be payable to the Manager in Common Stock, and the remainder thereof shall be paid in cash; provided, however, that payment of the incentive fee shall be paid in Common Stock as aforesaid only when the issue price (as determined pursuant to paragraph (f) below) on the relevant quarter end date exceeds the published GAAP book value per share of Common Stock on the same quarter end date. Any shares issued pursuant to this provision, subsequent to shares payable in accordance with the incentive fee earned during the period ended December 31, 2005, shall be issued pursuant to the Anthracite 2006 Stock Award and Incentive Plan to be approved by the Company's shareholders at the Company's 2006 Annual Meeting. (f) Common Stock payable as a portion of the incentive fee for the fourth quarter of the fiscal year ended December 31, 2005 shall be payable in accordance with the same schedule established by the Company in connection with its Dividend Reinvestment and Stock Purchase Plan for the month of March 2006. Common Stock payable as a portion of the incentive fee for all quarters subsequent to the fourth quarter of the fiscal year ended December 31, 2005 shall be payable in accordance with the same schedule established by the Company in connection with its Dividend Reinvestment and Stock Purchase Plan for the first month following the applicable quarter end. (g) the Company shall pay to the Manager a number of shares of Common Stock equal to one half of one percent (.005%) of the total number of shares of Common Stock outstanding as of December 31 on each calendar year for which the Agreement is in effect. Any shares issued pursuant to this provision shall be issued pursuant to the Anthracite 2006 Stock Award and Incentive Plan to be approved by the Company's shareholders at the Company's 2006 Annual Meeting. (h) The Manager's receipt of Common Stock in accordance herewith shall be subject to all applicable securities laws (including, without limitation, prohibitions on insider trading), and all further restrictions as shall be deemed necessary or advisable by the Board of Directors. The Manager shall have the right to allocate such shares in its sole and absolute discretion to its officers, employees and other individuals who provide services to the Manager, subject to the same restrictions as above and subject to compliance with all applicable securities laws. Section 2 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, 2006 to March 31, 2007. Section 3 Governing Law. This Second 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 4 Severability. The invalidity or unenforceability of any provision of this Second Amendment shall not affect the validity of any other provision, and all other provisions shall remain in full force and effect. Section 5 Counterparts. This Second Amendment may be signed by the parties in counterparts which together shall constitute one and the same agreement among the parties. Section 6 Ratification of the Agreement. As amended by this Second Amendment, the Agreement is in all respects ratified and confirmed and the Agreement as so amended by this Second 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/ Richard M. Shea -------------------------------- Name: Richard M. Shea Title: President and Chief Operating Officer BLACKROCK FINANCIAL MANAGEMENT, INC. By: /s/ Keith T. Anderson -------------------------------- Name: Keith T. Anderson Title: Managing Director -----END PRIVACY-ENHANCED MESSAGE-----