Current Report Filing (8-k)
15 März 2021 - 09:07PM
Edgar (US Regulatory)
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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
March 15, 2021
Date of Report (Date of earliest
event reported)
ANWORTH MORTGAGE ASSET
CORPORATION
(Exact Name of Registrant as
Specified in its Charter)
Maryland
(State or Other Jurisdiction of
Incorporation)
001-13709
|
52-2059785
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(Commission File Number)
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(IRS Employer Identification
No.)
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1299 Ocean Avenue, 2nd Floor, Santa
Monica, California
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90401
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(Address of Principal Executive
Offices)
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(Zip Code)
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(310) 255-4493
(Registrant's Telephone Number,
Including Area Code)
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:
☐
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock, $0.01 Par Value
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ANH
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New York Stock Exchange
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Series A Cumulative Preferred Stock, $0.01 Par Value
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ANHPRA
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New York Stock Exchange
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Series B Cumulative Convertible Preferred Stock, $0.01 Par
Value
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ANHPRB
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New York Stock Exchange
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Series C Cumulative Redeemable Preferred Stock, $0.01 Par
Value
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ANHPRC
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act or Rule
12b-2 of the Exchange Act.
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Emerging growth company
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☐
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|
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
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Item 3.03
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Material Modification to Rights of Security Holders.
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On March 15 2021, Anworth Mortgage Asset Corporation (“Anworth”)
announced that in accordance with the terms of Anworth’s 6.25%
Series B Cumulative Convertible Preferred Stock (the “Series B
Preferred Stock”), the conversion rate of the Series B Preferred
Stock has increased from 6.2176 shares of Anworth’s common stock to
6.2235 shares of its common stock effective March 16, 2021.
As previously announced on February 25, 2021, the Board of
Directors of Anworth declared a common stock dividend of $0.04 per
share, which is payable on March 18, 2021 to holders of record of
Anworth’s common stock as of the close of business on March 15,
2021. When Anworth pays a cash dividend during any quarterly
fiscal period to its holders of common stock in an amount that
results in an annualized common stock dividend yield greater than
6.25% (the dividend yield on the Series B Preferred Stock), the
conversion rate on the Series B Preferred Stock is adjusted based
on a formula specified in the Articles Supplementary Establishing
and Fixing the Rights and Preferences of the Series B Preferred
Stock. As a result of this dividend, the conversion rate of
the Series B Preferred Stock has increased from 6.2176 shares of
Anworth’s common stock to 6.2235 shares of its common stock
effective March 16, 2021.
On March 15, 2021, Anworth issued a press release (the “Press
Release”) announcing that in accordance with the terms of Anworth’s
6.25% Series B Cumulative Convertible Preferred Stock (“Series B
Preferred Stock”), the conversion rate of the Series B Preferred
Stock has increased from 6.2176 shares of Anworth’s common stock to
6.2235 shares of its common stock effective March 16, 2021.
A copy of the Press Release is filed as Exhibit 99.1 to this
Current Report on Form 8-K.
As discussed therein, the Press Release contains forward-looking
statements within the meaning of Section 27A of the Securities Act
and Section 21E of the Exchange Act and, as such, may involve known
and unknown risks, uncertainties and assumptions. These
forward-looking statements relate to Anworth’s current expectations
and are subject to the limitations and qualifications set forth in
the press release as well as in Anworth’s other documents filed
with the U.S. Securities and Exchange Commission, including,
without limitation, that actual events and/or results may differ
materially from those projected in such forward-looking
statements.
Item 9.01
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Financial Statements and Exhibits.
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(a)
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Not Applicable.
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(b)
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Not Applicable.
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(c)
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Not Applicable.
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(d)
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Exhibits.
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Exhibit 99.1
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Press
Release dated March 15, 2021 announcing an increase to the
conversion rate of Anworth’s 6.25% Series B Cumulative Convertible
Preferred Stock effective March 16, 2021. |
SIGNATURES
Pursuant to the requirements 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, hereunto duly
authorized.
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ANWORTH MORTGAGE ASSET CORPORATION
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By:
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Chief Executive Officer and
President
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EXHIBIT
INDEX
4
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