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
May 18, 2007
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 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 1299 Ocean Avenue, Suite 250, Santa Monica, California | 90401 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(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:
| ¨ | 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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 18, 2007, Anworth Mortgage Asset Corporation (the “Company”) filed with the State Department of Assessments and Taxation of the State of Maryland Articles Supplementary to its charter. The Articles Supplementary classified 2,000,000 additional unissued shares of the Company’s preferred stock, par value $0.01 per share, as “6.25% Series B Cumulative Convertible Preferred Stock” (the “Series B Preferred Stock”). The 2,000,000 shares of Series B Preferred Stock have the preferences and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption as set forth in the Articles Supplementary. The reclassification increases the number of shares of the Company’s Series B Preferred Stock from 1,150,000 shares immediately prior to the reclassification to 3,150,000 shares immediately after the reclassification.
A copy of the Articles Supplementary is attached as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Not Applicable. |
| (b) | Not Applicable. |
| (c) | Not Applicable. |
| (d) | Exhibits. |
| Exhibit # | Description | |
| 3.1 | Articles Supplementary designating the Company’s 6.25% Series B Cumulative Convertible Preferred Stock, par value $0.01 per share. | |
SIGNATURES
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.
| ANWORTH MORTGAGE ASSET CORPORATION | ||||||||
| Date: May 21, 2007 | By: | /s/ Lloyd McAdams | ||||||
| Lloyd McAdams Chief Executive Officer | ||||||||
EXHIBIT INDEX
| Exhibit # | Description | |
| 3.1 | Articles Supplementary designating the Company’s 6.25% Series B Cumulative Convertible Preferred Stock, par value $0.01 per share. | |