<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 12, 1998
REGISTRATION NO. 333-38641
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-11/A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES
---------------
ANWORTH MORTGAGE ASSET CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
---------------
1299 OCEAN AVENUE
SANTA MONICA, CALIFORNIA 90401
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
LLOYD MCADAMS
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
1299 OCEAN AVENUE
SANTA MONICA, CALIFORNIA 90401
(NAME AND ADDRESS OF AGENT FOR SERVICE)
---------------
COPIES TO:
<TABLE>
<S> <C>
BRIAN C. LECK, ESQ. THOMAS J. POLETTI, ESQ.
MARK J. KELSON, ESQ. KATHERINE J. BLAIR, ESQ.
ALLEN, MATKINS, LECK, GAMBLE & MALLORY LLP FRESHMAN, MARANTZ, ORLANSKI, COOPER & KLEIN
515 SOUTH FIGUEROA STREET, SEVENTH FLOOR 9100 WILSHIRE BOULEVARD, 8TH FLOOR EAST
LOS ANGELES, CALIFORNIA 90017-3398 BEVERLY HILLS, CALIFORNIA 90212
TELEPHONE: (213) 622-5555 TELEPHONE: (310) 273-1870
FACSIMILE: (213) 620-8816 FACSIMILE: (310) 274-8357
</TABLE>
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 31. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Registrant in
connection with the sale of Common Stock being registered. All amounts are
estimates except the SEC registration fee and the NASD filing fee.
<TABLE>
<CAPTION>
AMOUNT
TO BE
PAID
------
<S> <C>
SEC registration fee............................................ $ 6,870
NASD filing fee................................................. 2,829
American Stock Exchange listing fee............................. 15,301
Printing and engraving expenses................................. 100,000
Legal fees and expenses......................................... 275,000
Accounting fees and expenses.................................... 25,000
Advisory fee.................................................... 50,000
Transfer agent and custodian fees............................... 2,500
Miscellaneous................................................... 15,301
--------
Total....................................................... $500,000
========
</TABLE>
ITEM 33. RECENT SALES OF UNREGISTERED SECURITIES
In October 1997, the Registrant issued 100 shares of Common Stock to Lloyd
McAdams, in exchange for $1,000. The shares issued to Mr. McAdams were issued
in reliance on the exemption from registration contained in Section 4(2) of
the Securities Act.
ITEM 34. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by the MGCL, the Charter obligates the Company to indemnify its
present and former directors and officers and to pay or reimburse reasonable
expenses for such individuals in advance of the final disposition of a
proceeding to the maximum extent permitted from time to time by Maryland law.
The MGCL permits a corporation to indemnify its present and former directors
and officers, among others, against judgments, penalties, fines, settlements
and reasonable expenses actually incurred by them in connection with any
proceeding to which they may be made a party by reason of their service in
those or other capacities, unless it is established that (a) the act or
omission of the director or officer was material to the matter giving rise to
such proceeding and (i) was committed in bad faith or (ii) was the result of
active and deliberate dishonesty, (b) the director or officer actually
received an improper personal benefit in money, property or services, or (c)
in the case of any criminal proceeding, the director or officer had reasonable
cause to believe that the act or omission was unlawful. The Bylaws implement
the provisions relating to indemnification contained in the Charter. Maryland
law permits the charter of a Maryland corporation to include a provision
limiting the liability of its directors and officers to the corporation and
its stockholders for money damages, except to the extent that (i) the person
actually received an improper benefit or profit in money, property or
services, or (ii) a judgment or other final adjudication is entered in a
proceeding based on a finding that the person's action, or failure to act, was
the result of active and deliberate dishonesty and was material to the cause
of action adjudicated in the proceeding. The Charter contains a provision
providing for elimination of the liability of its directors or officers to the
Company or its stockholders for money damages to the maximum extent permitted
by Maryland law from time to time. In addition, the officers, directors and
controlling persons of the Company are indemnified against certain liabilities
by the Underwriters and the Underwriters are indemnified against certain
liabilities by the Company under the Underwriting Agreement relating to the
Offering. The Company maintains for the benefit of its officers and directors,
officers' and directors' insurance.
II-1
<PAGE>
The Underwriting Agreement (Exhibit 1.1) also provides for indemnification
by the Underwriters of the Company, its Directors and officers and persons who
control the Company within the meaning of Section 15 of the Securities Act
with respect to certain liabilities, including liabilities arising under the
Securities Act.
ITEM 36. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements included in the Prospectus are:
Balance Sheet of the Company at January 31, 1998 (audited)
Notes to Financial Statements
All schedules have been omitted because they are either not applicable, not
required or the information required has been disclosed in the financial
statements and related notes or otherwise in the Prospectus.
(b) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NO.
-------
<C> <S>
**1.1 Form of Underwriting Agreement
**3.1 Charter of the Registrant
**3.2 Bylaws of the Registrant
**4.1 Form of Stock Certificate of the Registrant
**5.1 Opinion of Allen, Matkins, Leck, Gamble & Mallory LLP with
respect to legality
**5.2 Opinion of Piper & Marbury L.L.P.
**8.1 Opinion of Allen, Matkins, Leck, Gamble & Mallory LLP with
respect to certain tax matters
**10.1 Management Agreement between the Registrant and Anworth Mortgage
Advisory Corporation
**10.2 Form of 1997 Stock Option and Awards Plan
**23.1 Consent of Allen, Matkins, Leck, Gamble & Mallory LLP (included
in Exhibit 5.1 and Exhibit 8.1)
**23.2 Consent of Piper & Marbury L.L.P. (included in Exhibit 5.2)
23.3 Consent of McGladrey & Pullen, LLP regarding the Registrant
**24.1 Power of Attorney
</TABLE>
- - --------
** Previously filed
II-2
<PAGE>
ITEM 37. UNDERTAKINGS
The undersigned Registrant hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.
Insofar as indemnification by the Registrant for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions referenced in Item 14 of
this Registration Statement or otherwise, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act, and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered hereunder, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes:
(1) That for purposes of determining any liability under the Securities
Act, the information omitted from the form of Prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS OF FILING ON FORM S-11 AND HAS DULY CAUSED THIS POST-EFFECTIVE
AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY
THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF LOS ANGELES, STATE
OF CALIFORNIA, ON THE 12TH DAY OF MARCH 1998.
ANWORTH MORTGAGE ASSET CORPORATION
By: /s/ Joseph Lloyd McAdams, Jr.
------------------------------
Joseph Lloyd McAdams, Jr.
Chairman and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Joseph Lloyd McAdams, Jr. Chairman of the Board and March 12, 1998
____________________________________ Chief Executive Officer
Joseph Lloyd McAdams, Jr. (Principal Executive
Officer)
* Chief Financial Officer March 12, 1998
____________________________________ (Principal Financial and
Pamela J. Watson Accounting Officer)
* Director March 12, 1998
____________________________________
Joe E. Davis
* Director March 12, 1998
____________________________________
Charles H. Black
*By: /s/ Joseph Lloyd McAdams, Jr. March 12, 1998
-------------------------------
Joseph Lloyd McAdams, Jr.
(Power of Attorney)
</TABLE>
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION OF DOCUMENT NUMBER
------- ----------------------- ----------
<C> <S> <C>
**1.1 Form of Underwriting Agreement
**3.1 Charter of the Registrant
**3.2 Bylaws of the Registrant
**4.1 Form of Stock Certificate of the Registrant
**5.1 Opinion of Allen, Matkins, Leck, Gamble & Mallory LLP
with respect to legality
**5.2 Opinion of Piper & Marbury L.L.P.
**8.1 Opinion of Allen, Matkins, Leck, Gamble & Mallory LLP
with respect to certain tax matters
**10.1 Management Agreement between the Registrant and Anworth
Mortgage Advisory Corporation
**10.2 Form of 1997 Stock Option and Awards Plan
**23.1 Consent of Allen, Matkins, Leck, Gamble & Mallory LLP
(included in Exhibit 5.1 and Exhibit 8.1)
**23.2 Consent of Piper & Marbury L.L.P. (included in Exhibit
5.2)
23.3 Consent of McGladrey & Pullen, LLP regarding the
Registrant
**24.1 Power of Attorney
</TABLE>
- - --------
** Previously filed
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We hereby consent, in this Registration Statement on Form S-11, to the use of
our report dated February 23, 1998, relating to the balance sheet of Anworth
Mortgage Asset Corporation. We also consent to the reference to our Firm under
the heading "Experts" in the Prospectus.
/s/ McGladrey & Pullen, LLP
McGLADREY & PULLEN, LLP
New York, New York
March 11, 1998
