Toggle SGML Header (+)


Section 1: 8-K (ANWORTH MORTGAGE ASSET CORPORATION 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


November 9, 2018
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, Second Floor, 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company 

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. 

 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)            On November 9, 2018, Anworth Mortgage Asset Corporation (the “Company”) announced that Mr. Lloyd McAdams will step down from his role of Chairman of the Board of Directors of the Company (the “Board”) effective November 15, 2018 and will continue serving as a member of the Board.

The Company also announced that Mr. Joseph E. McAdams, a member of the Board since 2002, will succeed Mr. Lloyd McAdams as Chairman of the Board effective November 15, 2018.  Mr. Joseph E. McAdams was appointed Chief Executive Officer of the Company effective September 30, 2018 and was appointed President of the Company on July 15, 2016.  Mr. McAdams was also an Executive Vice President of the Company from June 2002 to December 2011 and Chief Investment Officer of the Company from January 2003 to December 2011, and he currently holds those positions with Anworth Management, LLC, the external manager of the Company.  Mr. Joseph E. McAdams holds a Master of Arts degree in Economics from the University of Chicago and a Bachelor of Science degree in Economics from the Wharton School of the University of Pennsylvania.  Mr. Joseph E. McAdams is also a Chartered Financial Analyst charterholder.

Messrs. Lloyd McAdams and Joseph E. McAdams are father and son.  Mr. Joseph E. McAdams will continue to be eligible to participate in the Company’s standard employee benefits plans.  The description of the transactions in which Mr. Joseph E. McAdams has an interest requiring disclosure hereunder in accordance with Item 404(a) of Regulation S-K is incorporated by reference herein from the section entitled “Certain Relationships and Related Transactions” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 12, 2018.

Item 8.01
Other Events.

A copy of the press release announcing that Mr. Lloyd McAdams will step down from his role as Chairman of the Board and the appointment of Mr. Joseph E. McAdams as the Company’s Chairman of the Board, each effective as of November 15, 2018, 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 the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and, as such, may involve known and unknown risks, uncertainties and assumptions. These forward-looking statements relate to the Company’s current expectations and are subject to the limitations and qualifications set forth in the Press Release as well as in the Company’s other documents filed with the United States 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
Financial Statements and Exhibits.

     
(d)
 
Exhibits.
     
Exhibit No.
 
Description
     
 




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.
 
 
 
 
 
ANWORTH MORTGAGE ASSET CORPORATION
 
       
Date: November 9, 2018
By:
/s/ Joseph E. McAdams  
    Joseph E. McAdams  
    Chief Executive Officer  
       
 
(Back To Top)

Section 2: EX-99.1 (EXHIBIT 99.1)

 

Exhibit 99.1

Anworth Announces Board Change

Joseph E. McAdams to Succeed Lloyd McAdams as Chairman

Founder Lloyd McAdams to Remain as Director

SANTA MONICA, Calif.--(BUSINESS WIRE)--November 9, 2018--Anworth Mortgage Asset Corporation (NYSE: ANH) (“Anworth”) announced today that Lloyd McAdams will step down from his role as Anworth’s Chairman of the Board, effective November 15, 2018. Mr. McAdams, 73, will continue as a member of Anworth’s Board of Directors. Mr. McAdams will be succeeded as Chairman of the Board by Joseph E. McAdams. Joseph E. McAdams, 49, currently serves as a member of Anworth’s Board of Directors and, since September 30, 2018, serves as the Company’s Chief Executive Officer.

Lloyd McAdams has been Anworth Mortgage Asset Corporation's Chairman of the Board since its formation in 1997. He was also the Company’s President from its inception through July 2016 and Chief Executive Officer from its inception through September 2018. Mr. McAdams is also a director and the President of Pacific Income Advisers, Inc. (“PIA”), an investment advisory firm organized in 1986 that manages portfolios for institutional and individual clients.

Joseph E. McAdams was appointed Chief Executive Officer effective September 30, 2018 and was appointed President of the Company on July 15, 2016. He has been a director since June 2002 and Chief Investment Officer since January 2003. Mr. McAdams joined the Company as a Vice President in 1998 and was an Executive Vice President from June 2002 until December 2011. From 1993 to 1998, Mr. McAdams was employed by Donaldson, Lufkin & Jenrette Securities Corp. in New York as a mortgage-backed security trader and research analyst.


About Anworth Mortgage Asset Corporation

Anworth is an externally-managed mortgage real estate investment trust. We invest primarily in mortgage-backed securities that are either rated “investment grade” or are guaranteed by federally sponsored enterprises, such as Fannie Mae or Freddie Mac. We seek to generate income for distribution to our shareholders primarily based on the difference between the yield on our mortgage assets and the cost of our borrowings. We are managed by Anworth Management LLC, or our Manager, pursuant to a management agreement. Our Manager is subject to the supervision and direction of our Board of Directors and is responsible for (i) the selection, purchase, and sale of our investment portfolio; (ii) our financing and hedging activities; and (iii) providing us with portfolio management, administrative services and other services and activities relating to our assets and operations as may be appropriate. Our common stock is traded on the New York Stock Exchange under the symbol “ANH.” Anworth is a component of the Russell 2000® Index.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

This news release may contain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based upon our current expectations and speak only as of the date hereof. Forward-looking statements, which are based on various assumptions (some of which are beyond our control) may be identified by reference to a future period or periods or by the use of forward-looking terminology, such as “may,” “will,” “believe,” “expect,” “anticipate,” “assume,” “estimate,” “intend,” “continue,” or other similar terms or variations on those terms or the negative of those terms. Our actual results may differ materially and adversely from those expressed in any forward-looking statements as a result of various factors and uncertainties, including but not limited to, changes in interest rates; changes in the market value of our mortgage-backed securities; changes in the yield curve; the availability of mortgage-backed securities for purchase; increases in the prepayment rates on the mortgage loans securing our mortgage-backed securities; our ability to use borrowings to finance our assets and, if available, the terms of any financing; risks associated with investing in mortgage-related assets; changes in business conditions and the general economy; implementation of or changes in government regulations affecting our business; our ability to maintain our qualification as a real estate investment trust for federal income tax purposes; our ability to maintain an exemption from the Investment Company Act of 1940, as amended; risks associated with our home rental business; and our Manager’s ability to manage our growth. Our Annual Report on Form 10-K and other SEC filings discuss the most significant risk factors that may affect our business, results of operations and financial condition. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

CONTACT:
Anworth Mortgage Asset Corporation
John T. Hillman, Director of Investor Relations
1299 Ocean Avenue, Second Floor
Santa Monica, CA 90401
(310) 255-4438 or (310) 255-4493
Email: [email protected]
Web site: http://www.anworth.com

(Back To Top)