SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(c)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
ANTHRACITE CAPITAL, INC.
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on the table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth in the amount on which the
filing fee is calculated and state how it was determined)
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
[LOGO]
ANTHRACITE
345 PARK AVENUE, NEW YORK, NY 10154
April 9, 1999
Dear Fellow Stockholder:
On behalf of the Board of Directors, I cordially invite you to attend the
Annual Meeting of Stockholders of Anthracite Capital, Inc. to be held at One
Seaport Plaza, New York, New York, on Monday, May 17, 1999, at 10 a.m. Eastern
Time. The matters to be considered by stockholders at the Annual Meeting are
described in detail in the accompanying materials.
IT IS VERY IMPORTANT THAT YOU BE REPRESENTED AT THE ANNUAL MEETING
REGARDLESS OF THE NUMBER OF SHARES YOU OWN OR WHETHER YOU ARE ABLE TO ATTEND
THE ANNUAL MEETING IN PERSON. Let me urge you to mark, sign and date your proxy
card today and to return it in the envelope provided, even if you plan to
attend the Annual Meeting. This will not prevent you from voting in person, but
will ensure that your vote is counted if you are unable to attend.
Your continued support of and interest in Anthracite Capital, Inc. are
sincerely appreciated.
Sincerely,
/s/ Laurence D. Fink
--------------------
Laurence D. Fink
Chairman
<PAGE>
[LOGO]
ANTHRACITE
345 PARK AVENUE, NEW YORK, NY 10154
ANTHRACITE CAPITAL, INC. ("AHR")
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
----------------
TO BE HELD ON MAY 17, 1999
To the Stockholders of Anthracite Capital, Inc.:
NOTICE IS HEREBY GIVEN, that the 1999 annual meeting of stockholders (the
"Annual Meeting") of Anthracite Capital, Inc. (the "Company") will be held at
One Seaport Plaza, New York, New York, on Monday, May 17, 1999, at 10 a.m.,
Eastern Time, for the following purposes:
1. To elect two Directors to serve on the Board of Directors for a
three-year term and until their successors have been duly elected and
qualified;
2. To ratify the appointment by the Board of Directors of Deloitte & Touche
LLP as the independent auditors of the Company for the fiscal year
ending December 31, 1999; and
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Only stockholders of the Company of record as of the close of business on
March 31,1999 will be entitled to notice of, and to vote at, the Annual Meeting
or any adjournments thereof.
Further information regarding the Annual Meeting, nominees for election as
Directors, independent auditors and other matters is contained in the enclosed
Proxy Statement.
By order of the Board of Directors
/s/ Susan L. Wagner,
--------------------
Susan L. Wagner,
Secretary
New York, New York
April 9, 1999
- - --------------------------------------------------------------------------------
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING IN PERSON OR BY
PROXY; IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN
AND RETURN THE APPROPRIATE ENCLOSED PROXY OR PROXIES IN THE ACCOMPANYING
ENVELOPE PROVIDED FOR YOUR CONVENIENCE, WHICH REQUIRES NO POSTAGE IF MAILED IN
THE UNITED STATES.
- - --------------------------------------------------------------------------------
<PAGE>
ANTHRACITE CAPITAL, INC.
345 PARK AVENUE, 29TH FLOOR
NEW YORK, NEW YORK 10154
----------------
PROXY STATEMENT
----------------
ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement and the accompanying Form of Proxy and Notice of
Annual Meeting are provided in connection with the solicitation of proxies by
the Board of Directors of Anthracite Capital, Inc., a Maryland corporation (the
"Company"), for use at the annual meeting of stockholders to be held at One
Seaport Plaza, New York, New York, on Monday, May 17, 1999, at 10 a.m., Eastern
Time (the "Annual Meeting") and any adjournments thereof. The mailing address
of the Company is 345 Park Avenue, New York, New York 10154. This Proxy
Statement, the accompanying Proxy Card and the Notice of Annual Meeting are
first being mailed to holders of the Company's common stock on or about April
9, 1999.
MATTERS TO BE CONSIDERED AT THE MEETING
At the Annual Meeting, holders of the Company's common stock, par value
$0.001 per share (the "Common Stock"), will vote upon (i) the election of two
Directors to serve on the Board of Directors; (ii) the ratification of the
appointment by the Board of Directors of Deloitte & Touche LLP as the
independent auditors of the Company for the fiscal year ending December 31,
1999; and (iii) such other business as may properly come before the meeting or
any adjournment thereof.
RECORD DATE
The Board of Directors has fixed the close of business on March 31, 1999
as the record date for the determination of stockholders entitled to notice of
and to vote at the Annual Meeting. At the close of business on March 31, 1999,
the Company had outstanding 20,993,636 shares of Common Stock. Each share of
Common Stock entitles its holder to one vote.
VOTING AT THE MEETING
If the enclosed proxy is properly executed and returned to the Company in
time to be voted at the Annual Meeting, it will be voted as specified on the
proxy, unless it is properly revoked prior thereto. If no specification is made
on the proxy as to any one or more of the proposals, the shares represented by
the proxy will be voted as follows:
FOR the election of each of the Director nominees; and
FOR the ratification of the appointment of Deloitte & Touche LLP as the
independent auditors of the Company for the fiscal year ending December
31, 1999.
A majority of the votes entitled to be cast at the Annual Meeting,
represented in person or by proxy, constitutes a quorum for purposes of
transacting business at the Annual Meeting. The election of each nominee for
Director will require the affirmative vote of the holders of a plurality of the
votes cast on such
1
<PAGE>
proposal. The ratification of the independent auditors and any other matters
submitted to a vote of the stockholders will be determined by a majority of the
votes cast at the Annual Meeting.
Under the rules of the New York Stock Exchange, brokers who hold shares in
"street name" may have the authority to vote on certain matters when they do
not receive instructions from beneficial owners. Brokers that do not receive
instructions are entitled to vote on the election of Directors and the
ratification of the independent auditors. In determining whether the proposal
to elect Directors or to ratify the appointment of the independent auditors has
received the requisite vote, abstentions and broker non-votes will be
disregarded and will have no effect on the outcome of the vote. A vote
"withheld" from a Director nominee will have the effect of a negative vote for
such proposal since a plurality of the votes cast at the Annual Meeting is
required for the election of each Director.
PROXIES
The Company will bear the cost of the solicitation of proxies, including
the charges and expenses of brokerage firms and others who forward solicitation
material to beneficial owners of Common Stock. In addition to the use of the
mails, proxies may be solicited by personal interview, telephone or other means
deemed appropriate by the Board of Directors.
A person giving the enclosed proxy has the power to revoke it at any time
before it is exercised by (i) attending the Annual Meeting and voting in
person, (ii) duly executing and delivering a proxy bearing a later date, or
(iii) sending written notice of revocation to the Company's Secretary at 345
Park Avenue, New York, New York 10154.
RECOMMENDATIONS OF THE BOARD OF DIRECTORS
The Board of Directors recommends a vote FOR each of the nominees for
Director and FOR the ratification of the appointment of Deloitte & Touche LLP
as the independent auditors of the Company for the fiscal year ending December
31, 1999.
ELECTION OF DIRECTORS
The Company's Board of Directors is comprised of six members classified in
three groups. Members of each group serve a three-year term. At the Annual
Meeting, two Directors will be elected to the class of Directors whose terms
expire at the close of the 2002 Annual Meeting of Stockholders. The shares
represented by the enclosed proxy will be voted for the election as Directors
of the two nominees named below, unless a vote is withheld from either or both
of the individual nominees. If any nominee becomes unavailable or unwilling to
serve the Company as a Director for any reason, the persons named as proxies in
the accompanying Proxy Card are expected to consult with management of the
Company in voting the shares represented by them. The Board of Directors has no
reason to doubt the availability of any nominee, and each has indicated his
willingness to serve as a Director of the Company if elected by the
stockholders at the Annual Meeting. The two nominees receiving the highest
number of votes cast on such proposal at the meeting will be elected.
2
<PAGE>
INFORMATION CONCERNING THE DIRECTOR NOMINEES
The Board of Directors has unanimously proposed Hugh R. Frater and Jeffrey
C. Keil as nominees for re-election as Directors of the Company. The present
terms of Messrs. Frater and Keil expire upon the close of the 1999 Annual
Meeting of Stockholders. The Company has no Nominating Committee, but instead
the entire Board of Directors acts in such capacity. The Board of Directors
does not have any policy with respect to consideration of nominees recommended
by the security holders.
The Board of Directors recommends a vote FOR each of the nominees for
Director.
INFORMATION CONCERNING THE INCUMBENT DIRECTORS AND DIRECTOR NOMINEES
Information concerning the names, ages, terms, positions with the Company
and business experience of the members of the Board of Directors, including the
nominees, is set forth below. Mr. Fink was elected to the Board of Directors in
November 1997 and Mr. Frater was elected in February 1998. Each other Director
has served continuously with the Company since his first election in March
1998.
<TABLE>
<CAPTION>
DIRECTOR TERM
NAME AGE POSITION EXPIRES (1)
- - ---------------------------------- ----- ------------------------------------------------- --------------
<S> <C> <C> <C>
INSIDE DIRECTORS:
Laurence D. Fink 46 Chairman of the Board of Directors 2000
Hugh R. Frater 43 President, Chief Executive Officer and Director 1999
UNAFFILIATED DIRECTORS:
Donald G. Drapkin (3) 51 Director 2001
Carl F. Geuther (2) 52 Director 2001
Jeffrey C. Keil (2)(3) 55 Director 1999
Kendrick R. Wilson, III (2)(3) 52 Director 2000
</TABLE>
- - ------------
(1) The Company's Directors are classified into three groups; each elected on a
staggered basis for three-year terms.
(2) Member of Audit Committee.
(3) Member of Compensation Committee. Mr. Fink was a member of the Compensation
Committee until December 31, 1998, when he was replaced by Mr. Wilson.
3
<PAGE>
LAURENCE D. FINK, Chairman, is also Chairman and Chief Executive Officer
of BlackRock Financial Management, Inc. (the "Manager" or "BlackRock"),
Chairman of the Manager's Management Committee and Co-Chair of the Manager's
Investment Strategy Group. Mr. Fink serves on the Asset Liability Committee of
PNC Bank. He is also Chairman of the Board and a Director of BlackRock's family
of closed-end mutual funds, and a Director of BlackRock's offshore funds,
BlackRock Asset Investors, BlackRock MQE Investors and BlackRock Fund Investors
I, II and III. Prior to founding BlackRock in 1988, Mr. Fink was a member of
the Management Committee and a Managing Director of The First Boston
Corporation. Mr. Fink joined The First Boston Corporation in 1976 and served as
co-head of its Taxable Fixed Income Division and head of its Mortgage and Real
Estate Products Group. Mr. Fink is currently a member of the Boards of Trustees
of New York University Medical Center, Dwight-Englewood School in Englewood,
New Jersey, the National Outdoor Leadership School (NOLS) and Phoenix House,
and a Director of VIMRx Pharmaceuticals, Inc. and Innovir Laboratories, Inc.
Mr. Fink earned a B.A. degree in political science from the University of
California at Los Angeles in 1974 and an M.B.A. degree with a concentration in
real estate from U.C.L.A. in 1976.
HUGH R. FRATER, President and Chief Executive Officer, is a Managing
Director and a member of the Management Committee of the Manager, where he was
co-head of the BlackRock Account Management Group. Mr. Frater's primary
responsibilities included developing investment products and marketing
investment services for BlackRock's Institutional Asset Management clients.
Prior to joining BlackRock in 1988, Mr. Frater was a Vice President in
Investment Banking at Lehman Brothers in the financial institutions department.
Mr. Frater earned a B.A. degree in English from Dartmouth College in 1978 and
an M.B.A. degree in finance from Columbia University in 1985.
DONALD G. DRAPKIN, is Vice Chairman and Director of MacAndrews & Forbes
Holdings Inc. and several of its affiliates since 1987. Mr. Drapkin was a
partner in the law firm of Skadden, Arps, Slate, Meagher & Flom for more than
five years prior to 1987. Mr. Drapkin is also a Director of the following
corporations which file reports pursuant to the Exchange Act: Algos
Pharmaceutical Corporation, BlackRock Asset Investors, BlackRock MQE Investors,
BlackRock Fund Investors I, II and III, Cardio Technologies, Inc., The Molson
Companies Limited, Playboy Enterprises, Inc., Revlon, Inc., Revlon Consumer
Products Corporation, VIMRX Pharmaceuticals, Inc., and Weider Nutrition
International Inc. (On December 27, 1996, Marvel, Marvel Holdings, Marvel
Parent and Marvel III, of which Mr. Drapkin was a Director on such date, and
several subsidiaries of Marvel filed voluntary petitions for reorganization
under Chapter 11 of the United States Bankruptcy Code.)
CARL F. GEUTHER, is a former Executive Vice President and Chief Financial
Officer of WMC Mortgage Corp., a mortgage banking company. Mr. Geuther had been
Vice Chairman and Chief Financial Officer, and previously Executive Vice
President, of Great Western Financial Corporation and Great Western Bank since
1987. Mr. Geuther had joined Great Western following its acquisition of
Aristar, Inc., a consumer finance and insurance company in 1983, where he
served as Executive Vice President and Chief Financial Officer and previous
financial management positions since 1974. He received an M.B.A. from Lehigh
University in 1968 and a B.A. from Ursinus College in 1967.
JEFFREY C. KEIL, has been Chairman of the Executive Committee of
International Real Returns, LLC, investment advisor to an investment company
organized by Lazard Freres & Co., since January 1998. From 1996 to January
1998, Mr. Keil was a General Partner of Keil Investment Partners, a private
fund which invested in the financial sector in Israel. From 1984 to 1996, Mr.
Keil was President, Director and Chairman
4
<PAGE>
of the Finance Committee of Republic New York Corporation and Vice Chairman and
a Member of the Executive Committee of Republic National Bank of New York. Mr.
Keil earned a B.S. degree in economics at the University of Pennsylvania in
1965, pursued graduate studies in mathematical statistics, operationsresearch
and international economics from the London School of Economics, and earned an
M.B.A. degree with a concentration in Finance from Harvard Graduate School of
Business Administration in 1968.
KENDRICK R. WILSON, III, has been a partner of Goldman Sachs & Co. in the
Financial Institutions Group since 1998. From 1989 to 1998, Mr. Wilson was Vice
Chairman and member of the Management Committee of Lazard Freres & Co. L.L.C.
Mr. Wilson has also served as President and Chief Operating Officer of Ranieri
Wilson & Co. Mr. Wilson is a director of Bank United Corp., Meigher
Communications L.P. and American Marine Holdings Corp. Mr. Wilson is also a
Director of the following corporations which file reports pursuant to the
Exchange Act: BlackRock Asset Investors, BlacRock Fund Investors I, II and III.
He is a Trustee of the Montana Land Reliance and a Trustee of the Hospital for
Special Surgery. Mr. Wilson received an M.B.A. from Harvard Business School in
1975 and a B.A. from Dartmouth College in 1972. He also served as an officer in
the U.S. Army Special Forces.
UNAFFILIATED DIRECTORS
The Articles require that a majority of the Company's Directors shall be
"Unaffiliated Directors." "Unaffiliated Director" shall mean any Director who
(a) does not own greater than a de minimis interest in the Manager or any of
its affiliates, other than the Corporation and any person controlled by the
Corporation, and who (b) within the last two years has not directly or
indirectly (i) been an officer of or employed by the Corporation or the Manager
or any of their affiliates, (ii) been a Director of the Manager or any of its
affiliates other than the Corporation and any person controlled by the
Corporation, (iii) performed more than a de minimis amount of services for the
Manager or any of its affiliates or (iv) had any material business or
professional relationship with the Manager or any of its affiliates other than
as a Director of the Corporation or any person controlled by the Corporation.
There are presently four Unaffiliated Directors.
COMPENSATION OF DIRECTORS
Directors are elected for a term of three years, and hold office until
their successors are elected and qualified. All officers serve at the
discretion of the Company's Board of Directors. Although the Company may in the
future have salaried employees, it currently has no such employees. The Company
pays an annual director's fee to each unaffiliated Director of $20,000, a fee
of $1,000 for each meeting of the Board of Directors attended by each
Unaffiliated Director and reimbursement of costs and expenses of all Directors
for attending such meetings. Affiliated Directors will not be separately
compensated by the Company other than through the Company's stock option plan.
BOARD AND COMMITTEE MEETINGS
The Audit Committee, composed of Messrs. Geuther, Keil and Wilson, makes
recommendations to the Board of Directors concerning the selection of
independent auditors, reviews the financial statements of the Company and
considers such other matters in relation to the internal and external audit of
the financial affairs of the Company as may be necessary or appropriate to
facilitate accurate and timely financial reporting. The Audit Committee met one
time during the fiscal year ended December 31, 1998.
5
<PAGE>
The Compensation Committee of the Board of Directors, composed of Messrs.
Wilson (who assumed the position previously filled by Mr. Fink), Drapkin and
Keil, administers the Company's 1998 Stock Option Plan, reviews all aspects of
compensation of the Company's officers and makes recommendations on such
matters to the full Board of Directors. The Compensation Committee met one time
during the fiscal year ended December 31, 1998.
During the fiscal year ended December 31, 1998, the Board of Directors of
the Company met on four occasions. Each Director attended 75% or more of the
meetings of the Board and of the Board committees on which he served. The
Company is not aware of any Director who attended fewer than 75% of the
aggregate of: (1) the total number of meetings of the Board of Directors (held
during the period for which he has been a Director); and (2) the total number
of meetings held by all committees of the board on which he served (during the
periods that he served).
The Company currently has no Nominating Committee.
EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the
executive officers of the Company who are not also Directors. For information
concerning Hugh R. Frater, see "Election of Directors."
<TABLE>
<CAPTION>
NAME AGE POSITION
- - ------------------ ----- ----------------------------------------------------
<S> <C> <C>
Richard M. Shea 39 Chief Operating Officer and Chief Financial Officer
Edwin O. Bergman 33 Vice President
Chris A. Milner 32 Vice President
Susan L. Wagner 37 Secretary
Mark S. Warner 37 Vice President
</TABLE>
Because the Manager maintains principal responsibility for managing the
affairs of the Company, the Company does not employ full-time personnel and the
officers listed above perform only ministerial functions as officers of the
Company, such as executing contracts and filing reports with regulatory
agencies. Notwithstanding the foregoing, the persons listed above, who are
officers of the Manager and will be compensated by the Manager, are expected in
their capacities as officers of the Manager, fulfilling duties of the Manager
under the Management Agreement, to devote a substantial amount of their time to
the affairs of the Company. As officers of the Manager, such persons will not
have fiduciary obligations to the Company and its stockholders.
RICHARD M. SHEA, ESQ., Chief Operating Officer and Chief Financial
Officer, is a Director of the Manager and a member of the Risk Management and
Analytics Group. Prior to joining BlackRock in 1993, Mr. Shea was an Associate
Vice President and tax counsel at Prudential Securities, Inc. Mr. Shea joined
Prudential in 1988 and was responsible for corporate tax planning, tax-oriented
investment strategies and tax issues of CMOs and original issue discount
obligations. Mr. Shea earned a B.S. degree, in accounting from the State
University of New York at Plattsburgh in 1981 and a J.D. degree from New York
Law School in 1984.
6
<PAGE>
EDWIN O. BERGMAN, Vice President - Risk Management, is also a Vice
President in BlackRock's Risk Management and Analytics group. Since joining
BlackRock in October 1996, Mr. Bergman has performed a variety of functions
throughout the Risk Management area. Prior to working at BlackRock, Mr. Bergman
worked as an associate in Booz, Allen & Hamilton's Financial Services and
Technology Practice. Prior to working at Booz, Allen & Hamilton, Mr. Bergman
was a Vice President in Goldman, Sachs & Co.'s Mortgage Research area from
December 1992 to February 1995. Mr. Bergman was a Senior Associate at Morgan
Stanley from July 1987 to December 1992. Mr. Bergman received a B.A. in
Economics and the Natural Sciences from The Johns Hopkins University in May of
1987 with departmental honors in Economics.
CHRIS A. MILNER, Vice President - Acquisitions, is also a Vice President
and Manager of PNC Real Estate Capital Markets, where he is responsible for
managing PNC's Commercial Mortgage-Backed Securities Program and is a member of
the Real Estate Executive Committee. Prior to co-founding PNC's CMBS Program in
1995, Mr. Milner was a Vice President in PNC's real estate asset management
subsidiary. Mr. Milner joined PNC in 1990 upon completion of his graduate work
at Indiana University where he earned his M.B.A. in Finance, MAGNA CUM LAUDE,
with a concentration in Real Estate Finance. Mr. Milner earned a liberal arts
B.A. degree from DePauw University in 1988.
SUSAN L. WAGNER, Secretary, is a Managing Director of the Manager, where
she heads the International Business and Strategic Product Development
Departments and is a member of the Management Committee. Ms. Wagner serves as a
Director of BlackRock's offshore funds. Prior to founding BlackRock in 1988,
Ms. Wagner was a vice president in the Mortgage and Savings Institutions Group
at Lehman Brothers. Ms. Wagner joined Lehman in 1984 in the Capital Markets
Division and in 1986 was given responsibility for oversight of all subsidiaries
through which Lehman issued structured mortgage securities. Ms. Wagner earned a
B.A. degree, magna cum laude, in Economics and English from Wellesley College
in 1982 and an M.B.A. degree in Finance from the University of Chicago in 1984.
MARK S. WARNER, CFA, Vice President, is a Director and portfolio manager
of the Manager, where his primary responsibility is managing client portfolios,
specializing in the commercial mortgage and non-agency residential mortgage
sectors. Prior to joining BlackRock in 1993, Mr. Warner was a Director in the
Capital Markets Unit of the Prudential Mortgage Capital Company. Mr. Warner
joined Prudential in 1987. Mr. Warner earned a B.A. degree in Political Science
from Columbia University in 1983 and an M.B.A. degree in Finance and Marketing
from Columbia Business School in 1987. Mr. Warner received his Chartered
Financial Analyst (CFA) designation in 1993.
7
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
STOCK BENEFICIALLY OWNED BY PRINCIPAL STOCKHOLDERS
The following table sets forth the beneficial ownership of the Company's
Common Stock, as of March 31, 1999, by any person (including any "group" as
that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) who is known to the Company to be the
beneficial owner of more than five percent of the issued and outstanding shares
of Common Stock.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF
NAME & ADDRESS OF COMMON STOCK CLASS
- - ---------------------------------------------------- ------------------ -----------
<S> <C> <C>
Merrill Lynch & Co., Inc. ("ML&Co.") (on behalf of 2,113,000 10.06%
Merrill Lynch Asset Management Group ("AMG"))(1)
World Financial Center, North Tower
250 Vesey Street
New York, NY 10381
Boston Partners Asset Management, L.P. ("BPAM")(2) 1,691,400 8.06%
28 State Street 20th Floor
Boston, MA 02109
Friedman, Billings, Ramsey Group, Inc. ("FBR")(3) 1,581,846 7.53%
1001 19th Street North
Arlington, VA 22209-1710
James Grosfeld & Nancy Grosfeld, joint tenants 1,371,800 6.53%
20500 Civic Center Drive
Suite 3000
Southfield, MI 40876
Citigroup Inc. ("Citigroup")(4) 1,042,711 4.97%
153 East 53rd Street
New York, NY 10043
OppenheimerFunds, Inc. 1,025,000 4.88%
Two World Trade Center, Suite 3400
New York, NY 10048-0203
</TABLE>
- - ------------
(1) Based on information contained in Amendment No. 1 to Schedule 13G, dated
January 29, 1999: (i) ML&Co. through AMG, its wholly owned subsidiary, and
Merrill Lynch Global Allocation Fund, Inc. have beneficial ownership and
shared voting power over 1,972,900 shares; and (ii) ML&Co. has beneficial
ownership over an additional 140,100 shares.
(2) Based on information contained in Schedule 13G, dated February 12, 1999:
(i) BPAM, Boston Partners Inc. ("BPI"), the sole general partner of BPAM
and John Heathwood, the sole stockholder of BPI, have shared voting power
and beneficial ownership over 1,691,400 shares; and (ii) BPAM holds all of
its shares under management for its clients, who have the right to direct
the receipt of dividends, to receive dividends from such shares and to
receive the proceeds from the sale of such shares.
(3) Based on information contained in Amendment No.1 to Schedule 13G, dated
February 16, 1999: (i) FBR, FBR Asset Investment Corporation, Eric F.
Billings, Emanuel J. Friedman and W. Russell Ramsey have beneficial
ownership and shared voting power over 1,581,846 shares; and (ii) W.
Russell Ramsey has the sole dispositive power over an additional 20,000
shares.
(4) Based on information contained in Schedule 13G, dated February 10, 1999:
(i) Citigroup through its wholly owned subsidiaries, Salomon Smith Barney
Holdings Inc. ("SSB") and Mutual Management Corp ("MMC"), has beneficial
ownership and shared voting power over 1,042,700 shares; and (ii)
Citigroup and SSB have beneficial ownership and shared voting power over
an additional 11 shares.
8
<PAGE>
STOCK BENEFICIALLY OWNED BY DIRECTORS, DIRECTOR NOMINEES AND OFFICERS
The following table sets forth the beneficial ownership of the Company's
Common Stock, as of March 31, 1999, by (i) each Director and Director nominee
of the Company, (ii) each executive officer of the Company, and (iii) all
Directors and executive officers as a group. Unless otherwise indicated, such
shares of Common Stock are owned directly and the indicated person has sole
voting and investment power.
<TABLE>
<CAPTION>
NUMBER OF SHARES
OF COMMON STOCK
BENEFICIALLY PERCENT OF
NAME OWNED (1) CLASS
- - -------------------------------------------------------- ----------------- -----------
<S> <C> <C>
Laurence D. Fink 48,961 *
Hugh R. Frater 116,000 *
Donald G. Drapkin 5,745 *
Carl F. Geuther 5,745 *
Jeffrey C. Keil 5,745 *
Kendrick R. Wilson, III 5,745 *
Richard M. Shea 53,650 *
Edwin O. Bergman 28,500 *
Chris A. Milner 43,000 *
Susan L. Wagner 25,896 *
Mark S. Warner 28,000 *
All Directors, Director nominees and executive officers
as a group (11 persons) 366,987 1.73%
</TABLE>
- - ------------
* Less than 1%.
(1) Includes shares issuable upon the exercise of options that are currently
exercisable or that will become exercisable within 60 days. Such shares
are held as follows: Mr. Fink (8,961); Mr. Frater (75,000); Mr. Drapkin
(5,000); Mr. Geuther (5,000); Mr. Keil (5,000); Mr. Wilson (5,000); Mr.
Shea (50,000); Mr. Bergman (25,000); Mr. Milner (37,500); Ms. Wagner
(896); and Mr. Warner (25,000). Shares issuable upon the exercise of
options that are currently exercisable or that will become exercisable
within 60 days are treated as outstanding for purposes of computing the
percentage of outstanding shares. To the Company's knowledge, all
directors and executive officers of the Company have sole voting and
investment power with respect to the shares of Common Stock held by them.
9
<PAGE>
EXECUTIVE COMPENSATION
During 1998, the Company did not pay any cash compensation to its
executive officers but may, in the future, pay annual compensation to the
Company's executive officers for their services as executive officers. The
Company may from time to time, at the discretion of the Compensation Committee
of the Board of Directors, grant options to purchase shares of the Company's
Common Stock to the executive officers pursuant to the 1998 Stock Option Plan.
STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
The following table sets forth information concerning the grant of stock
options to the Company's chief executive officer during the last fiscal year.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE
VALUE AT
ASSUMED
ANNUAL
RATES OF
STOCK PRICE
APPRECIATIO
ON
FOR
OPTION TERM
INDIVIDUAL GRANTS (1)($)
- - ------------------------------------------------------------------------------- -----------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE 5% 10%
- - ---------------- -------------- -------------- ------------ ----------- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Hugh R. Frater 300,000 17.29% 15.00 3/27/08 0 0
35,842 2.07% 13.95 3/30/99 0 0
</TABLE>
(1) The fair market value of a share of common stock on December 31, 1998 was
7-13/16, which corresponds to its closing price on the New York Stock
Exchange.
EXERCISE OF OPTIONS AND STOCK APPRECIATION RIGHTS
The following table sets forth information concerning the exercise of
stock options during the last fiscal year by the Company's chief executive
officer and the fiscal year-end value of his unexercised options.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR, AND FY-END OPTION/SAR
VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS/SARS IN-THE-MONEY OPTIONS/SARS
SHARES AT FY-END (#) AT FY-END (1)($)
ACQUIRED ON VALUE ------------------------------- ---------------------------------
NAME EXERCISE (#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - ---------------- -------------- ------------- ------------- --------------- ------------- --------------
<S> <C> <C> <C> <C> <C> C>
Hugh R. Frater 0 0 35,842 300,000 0 0
</TABLE>
(1) The fair market value of a share of common stock on December 31, 1998 was
7-13/16, which corresponds to its closing price on the New York Stock
Exchange.
10
<PAGE>
STOCK OPTIONS
On March 23, 1998, the Company adopted a stock option plan (the "1998
Stock Option Plan") that provides for the grant of both qualified incentive
stock options ("ISOs") that meet the requirements of Section 422 of the
Internal Revenue Code of 1986, as amended, and non-qualified stock options,
stocks appreciation rights and dividend equivalent rights. Stock options may be
granted to the Manager, directors, officers and any key employees of the
Company, directors, officers and key employees of the Manager and to any other
individual or entity performing services for the Company. The exercise price
for any qualified option granted under the 1998 Stock Option Plan may not be
less than 100% of the fair market value of the shares of Common Stock at the
time the option is granted. The purpose of the 1998 Stock Option Plan is to
provide a means of performance-based compensation to the Manager in order to
attract and retain qualified personnel and to provide an incentive to others
whose job performance affects the Company.
As of December 31, 1998, the Company granted options to purchase up to
1,734,687 shares of Common Stock, predominantly to Directors and executive
officers of the Company.
Subject to anti-dilution provisions for stock splits, stock dividends and
similar events, the 1998 Stock Option Plan authorizes the grant of options to
purchase an aggregate of 2,470,453 shares of the Company's Common Stock. If an
option granted under the 1998 Stock Option Plan expires or terminates, the
shares subject to any unexercised portion of that option will again become
available for the issuance of further options under the 1998 Stock Option Plan.
Unless previously terminated by the Board of Directors, the 1998 Stock Option
Plan will terminate ten years from its effective date, and no options may be
granted under the 1998 Stock Option Plan thereafter.
The 1998 Stock Option Plan is administered by a committee of the Board of
Directors comprised entirely of Unaffiliated Directors (the "Compensation
Committee"). Options granted under the 1998 Stock Option Plan become
exercisable in accordance with the terms of the grant made by the Compensation
Committee. The Compensation Committee has discretionary authority to determine
at the time an option is granted whether it is intended to be an ISO or a
non-qualified option, and when and in what increments shares of Common Stock
covered by the option may be purchased. If stock options are to be granted to
the Unaffiliated Directors, then the full Board of Directors will approve such
grants.
Under current law, ISOs may not be granted to any director of the Company
who is not also a full-time employee or to directors, officers and other
employees of entities unrelated to the Company. In addition, no options may be
granted under the 1998 Stock Option Plan to any person who, assuming exercise
of all options held by such person, would own or be deemed to own more than
9.8% of the outstanding shares of Common Stock of the Company.
Each option must terminate no more than ten years from the date it is
granted. Options may be granted on terms providing that they will be
exercisable in whole or in part at any time or times during their respective
terms, or only in specified percentages at stated time periods or intervals
during the term of the option.
The exercise price of any option granted under the 1998 Stock Option Plan
is payable in full (i) by cash, (ii) by surrender of shares of the Company's
Common Stock having a market value equal to the aggregate exercise price of all
shares to be purchased, (iii) by cancellation of indebtedness owed by the
Company to the option holder, (iv) by any combination of the foregoing, or (v)
by a full recourse promissory note executed by the option holder. The terms of
the promissory note may be changed from time to time by the Company's
11
<PAGE>
Board of Directors to comply with applicable regulations or other relevant
pronouncements of the Internal Revenue Service or the Securities and Exchange
Commission ("SEC").
The Company's Board of Directors may, without affecting any outstanding
options, from time to time revise or amend the 1998 Stock Option Plan, and may
suspend or discontinue it at any time. However, no such revision or amendment
may increase the number of shares of Common Stock subject to the 1998 Stock
Option Plan (with the exception of adjustments resulting from changes in
capitalization), change the class of participants eligible to receive options
granted under the 1998 Stock Option Plan or modify the period within which or
the terms stated in the 1998 Stock Option Plan upon which the options may be
exercised without stockholder approval.
THE MANAGER
The Manager is a subsidiary of PNC Bank, National Association ("PNC
Bank"), which is itself a wholly owned subsidiary of PNC Bank Corp. Established
in 1988, the Manager is a registered investment adviser under the Investment
Advisers Act of 1940 and is one of the largest fixed-income investment
management firms in the United States. The Manager engages in investment and
risk management as its sole businesses and specializes in the management of
domestic and offshore.
COMPLIANCE WITH SECTION 16(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Under federal securities laws, the Company's Directors and executive
officers, and any persons beneficially owning more than ten percent of a
registered class of the Company's equity securities, are required to report
their ownership of the Common Stock and any changes in that ownership to the
SEC. These persons are also required to furnish the Company with copies of
these reports. Specific due dates for these reports have been established, and
the Company is required to report in the Proxy Statement any failure to timely
file such reports by those due dates during the 1998 fiscal year.
To the Company's knowledge, based solely upon review of copies of such
reports furnished to the Company and written representations from the Company's
Directors and executive officers that no other reports were required, the
Company believes that all of these filing requirements were satisfied by the
Company's Directors and executive officers during 1998.
RATIFICATION OF INDEPENDENT AUDITORS
PROPOSED INDEPENDENT AUDITOR
Deloitte & Touche LLP has served as independent auditors of the Company
and its subsidiary for the fiscal year ended December 31, 1998. The Audit
Committee of the Board of Directors has appointed Deloitte & Touche LLP,
independent certified public accountants, to be the Company's independent
auditors for the fiscal year ending December 31, 1999 and has further directed
that the selection of the auditors be submitted for ratification by the
stockholders at the Annual Meeting.
12
<PAGE>
A representative of Deloitte & Touche LLP will be present at the Annual
Meeting, will be given the opportunity to make a statement, if he so desires,
and will be available to respond to appropriate questions from stockholders.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors recommends a vote FOR the ratification of the
appointment of Deloitte & Touche LLP as the independent auditors for the
Company for the fiscal year ending December 31, 1999.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
RELATIONSHIP BETWEEN ANTHRACITE AND THE MANAGER
BlackRock is a subsidiary of PNC Bank, National Association which is a
wholly owned subsidiary of PNC Bank Corp. ("PNC Bank"). The Manager, subject to
the supervision of the Board of Directors, is responsible for the day-to-day
operations of the Company pursuant to a Management Agreement. The following
table summarizes all compensation, fees and other benefits (including
reimbursement of out-of-pocket expenses) that the Manager may earn or receive
under the terms of the Management Agreement.
<TABLE>
<CAPTION>
RECIPIENT PAYOR AMOUNT
- - ----------- --------- -----------------------------------------------------------------
<S> <C> <C>
Manager Company Base management fee equal to a percentage of the average invested
assets by rating category of the Company(1)
Manager Company Incentive compensation based on the amount, if any, by which the
Company's Funds From Operations and certain net gains exceed a
hurdle rate
Manager Company Out-of-pocket expenses of Manager paid to third parties(2)
</TABLE>
- - ------------
(1) The base management fee is equal to 1% per annum of average invested assets
rated less than BB- or not rated, 0.75% of average invested assets rated
BB- through BB+, and 0.35% of average invested assets rated above BB+.
(2) The Manager may engage PNC Bank, Midland Loan Services, Inc. ("Midland"), a
wholly owned subsidiary of PNC Bank, or unaffiliated third parties to
conduct due diligence with respect to potential portfolio investments and
to provide certain other services. Accordingly, a portion of the
out-of-pocket expenses may be paid to PNC Bank or Midland in such
capacities. The Company's guidelines require the contract for such
engagement to be conducted at arm's length, as evidenced by documentation
provided by the Manager to the Board of Directors. PNC Bank and Midland
are paid fees and out-of-pocket expenses as would customarily be paid to
unaffiliated third parties for such services.
13
<PAGE>
The base management fee is intended to compensate the Manager for its
costs in providing management services to the Company. The Board of Directors
of the Company may adjust the base management fee with the consent of the
Manager in the future if necessary to align the fee more closely with the costs
of such services.
The Manager will be entitled to receive incentive compensation for each
fiscal quarter in an amount equal to the product of (A) 25% of the dollar
amount by which (1)(a) Funds From Operations of the Company (before the
incentive fee) per share of Common Stock (based on the weighted average number
of shares outstanding) plus (b) gains (or minus losses) from debt restructuring
and sales of property per share of Common Stock (based on the weighted average
number of shares outstanding), exceed (2) an amount equal to (a) the weighted
average of the price per share of the initial offering and the prices per share
of any secondary offerings by the Company multiplied by (b) the Ten-Year U.S.
Treasury Rate plus three and one-half percent per annum (expressed as a
quarterly percentage) multiplied by (B) the weighted average number of shares
of Common Stock outstanding during such quarter. Notwithstanding the foregoing,
accrual and payment of any portion of the incentive compensation that is
attributable to net capital gains of the Company will be delayed to the extent,
if any, required by the Investment Advisors Act of 1940, as amended. "Funds
From Operations" as defined by the National Association of Real Estate
Investment Trusts ("NAREIT") means net income computed in accordance with
generally accepted accounting principles ("GAAP") excluding gains (or losses)
from debt restructuring and sales of property, plus depreciation and
amortization on real estate assets, and after adjustments for unconsolidated
partnerships and joint ventures. Funds From Operations does not represent cash
generated from operating activities in accordance with GAAP and should not be
considered as an alternative to net income as an indication of the Company's
performance or to cash flows as a measure of liquidity or ability to make
distributions. As used in calculating the Manager's compensation, the term
"Ten-Year U.S. Treasury Rate" means the arithmetic average of the weekly
average yield to maturity for actively traded current coupon U.S. Treasury
fixed interest rate securities (adjusted to constant maturities of ten years)
published by the Federal Reserve Board during a quarter, or if such rate is not
published by the Federal Reserve Board, any Federal Reserve Bank or agency or
department of the federal government selected by the Company.
For the year ended December 31, 1998, the Company paid the Manager
$3,474,000 in base management fees and no incentive compensation. In accordance
with the provisions of the Management Agreement, the Company recorded
reimbursements to the Manager of $250,000 for certain expenses incurred on
behalf of the Company by the Manager during 1998.
RELATIONSHIP BETWEEN THE MANAGER AND ANTHRACITE'S DIRECTORS AND EXECUTIVE
OFFICERS
In addition to being Chairman of the Board of Directors of the Company,
Laurence D. Fink is Chairman of the Board and Chief Executive Officer of the
Manager. Hugh R. Frater is Managing Director of the Manager as well as
President and Chief Executive Officer of the Company. Richard M. Shea is a
Director of the Manager in addition to his position as Chief Operating Officer
and Chief Financial Officer of the Company. Similarly, each of the Company's
executive officers also serves as an officer of the Manager.
14
<PAGE>
OTHER MATERIAL TRANSACTIONS BETWEEN ANTHRACITE AND THE MANAGER
PNC Investment Corp., a wholly owned indirect subsidiary of PNC,
purchased, in a private placement, 648,352 shares of common stock at $13.95 per
share for a total of $9,045,000. The sale of these shares was consummated at
the time of the closing of the Company's initial public offering on March 27,
1998.
During 1998, the Company purchased, in private placements, 11 classes of
subordinated commercial mortgage-backed security ("CMBS") interests for a total
of $142,855,000 in two securitization transactions in which PNC Bank and/or
Midland participated as sellers of a portion of the commercial mortgage loans
underlying the CMBS interests.
The Company reimbursed PNC Bank and Midland for $1,243,000 in due
diligence costs incurred on behalf of the Company by PNC Bank and Midland
during 1998.
PERFORMANCE GRAPH
The following graph compares the change in the Company's stockholder
cumulative total return on the Common Stock for the period March 24, 1998,
which was the first day the Company's Common Stock traded on the NYSE, through
December 31, 1998, with the changes in the Standard & Poor's 500 Stock Price
Index (the "S&P 500"), the Standard & Poor's 500 REIT Index (the "S&P REIT")
and the Nasdaq Composite Index ("NASDAQ"), for the same period, assuming an
investment of $100 for the Common Stock and each index, for comparative
purposes. Total return equals appreciation in stock price plus dividends paid,
and assumes that all dividends are reinvested. The information herein has been
obtained from sources believed to be reliable, but neither its accuracy nor its
completeness is guaranteed. The performance graph is not necessarily indicative
of future investment performance.
[FIGURES BELOW REPRESENT LINE CHART]
DATE S&P 500 INDEX NASDAQ NATL MKT COMP ANTHRACITE CAP S&P REIT INDEX
- - --------------------------------------------------------------------------------
Mar-98 100 100 100 100
Apr-98 101.01 101.71 93.33 96.39
May-98 99.27 96.31 90.83 95.63
Jun-98 103.3 102.79 94.3 95.02
Jul-98 102.2 101.64 81.56 87.92
Aug-98 87.44 81.41 65.84 79.3
Sep-98 93.04 92.11 60.22 84.16
Oct-98 100.61 96.38 40.73 81.71
Nov-98 106.7 106.11 52.69 82.49
Dec-98 112.85 119.51 55.35 80.78
15
<PAGE>
FINANCIAL STATEMENTS
The Company will furnish, without charge, a copy of the Company's most
recent Annual Report to any stockholder upon request, provided such Annual
Report is not enclosed herein. Written requests should be directed to 345 Park
Avenue, New York, New York 10154. Telephone requests should be directed to
212-409-3333.
STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
The Board of Directors will provide for the presentation of proposals by
stockholders at the 2000 annual meeting of stockholders, provided that such
proposals are submitted by eligible stockholders who have complied with the
relevant regulations of the SEC regarding stockholder proposals. Stockholder
proposals intended to be submitted for presentation at the 2000 annual meeting
of stockholders of the Company must be in writing and must be delivered to the
Secretary of the Company at its executive offices by personal delivery or
United States mail no later than March 18, 2000 and no earlier than February
18, 2000 for inclusion in the Company's proxy statement and the form of proxy
relating to the 2000 annual meeting. A stockholder's notice to the Secretary
shall set forth as to each matter the stockholder proposes to bring before the
annual meeting (i) a brief description of the business desired to be brought
before the annual meeting (including the specific proposal to be presented) and
the reasons for conducting such business at the annual meeting, (ii) the name
and record address of the stockholder proposing such business, (iii) the class
and number of shares of the Company that are beneficially owned by the
stockholder, and (iv) any material interest of the stockholder in such
business.
OTHER MATTERS
The Board of Directors knows of no other business to be brought before the
Annual Meeting. If any other matters properly comes before the Annual Meeting,
the proxies will be voted on such matters in accordance with the judgment of
the persons named as proxies therein, or their substitutes, present and acting
at the meeting.
No person is authorized to give any information or to make any
representation not contained in this Proxy Statement, and, if given or made,
such information or representation should not be relied upon as having been
authorized. This Proxy Statement does not constitute the solicitation of a
proxy, in any jurisdiction, from any person to whom it is unlawful to make such
proxy solicitation in such jurisdiction. The delivery of this Proxy Statement
shall not, under any circumstances, imply that there has not been any change in
the information set forth herein since the date of the Proxy Statement.
By Order of the Board of Directors
/s/ Laurence D. Fink
--------------------
Laurence D. Fink
Chairman
New York, New York
April 9, 1999
16
<PAGE>
- - --------------------------------------------------------------------------------
-------
-------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS:
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
1. ELECTION OF TWO FOR all nominees [ ] WITHHOLD AUTHORITY to vote [ ] *EXCEPTIONS [ ]
DIRECTORS listed below for all nominees listed below
</TABLE>
Nominees: Hugh R. Frater, Jeffrey C. Keil
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE "FOR" ANY INDIVIDUAL NOMINEE,
MARK THE "EXCEPTIONS" BOX AND WRITE THAT NOMINEE'S NAME IN THE SPACE
PROVIDED BELOW.)
*Exceptions --------------------------------------------------------------------
<TABLE>
<S> <C>
2. Acting upon a proposal to ratify the appointment of Deloitte & Touche 3. In their discretion, upon such other
LLP as independent auditors for the year ending December 31, 1999. matters as may properly come
before the meeting.
</TABLE>
FOR [ ] AGAINST [ ] ABSTAIN [ ] FOR [ ] AGAINST [ ] ABSTAIN [ ]
CHANGE OF ADDRESS AND
OR COMMENTS MARK HERE [ ]
(Please sign exactly as name
or names appear hereon. When
signing as attorney, executor,
administrator, trustee or
guardian, please give your
full title as such; if by a
corporation, by an authorized
officer; if by a partnership,
in partnership name by an
authorized person. For joint
owners, all co-owners must
sign.)
Dated: ------------------ 1999
------------------------------
------------------------------
(Signature of Stockholder)
|
|
---
VOTES MUST BE INDICATED
(X) IN BLACK OR BLUE INK. [X]
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY IN THE ENVELOPE PROVIDED.
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
ANTHRACITE CAPITAL, INC.
PROXY - ANNUAL MEETING OF STOCKHOLDERS, MAY 17, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
RICHARD M. SHEA, FRANK D. GORDON and HENRY GABBAY, and each of them,
are hereby appointed the proxies of the undersigned, with full power of
substitution on behalf of the undersigned to vote, as designated below, all
the shares held of record on March 31, 1999 by the undersigned at the Annual
Meeting of Stockholders of ANTHRACITE CAPITAL, INC., to be held at One
Seaport Plaza, New York, New York, at 10:00 A.M., on Monday, May 17, 1999
and all adjournments thereof.
This Proxy when properly executed will be voted in the manner directed
herein by the undersigned Stockholder. If no direction is indicated, this
Proxy will be voted FOR the election of all nominees listed hereon and FOR
Proposal 2.
The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting and accompanying Proxy Statement.
(Continued, and to be signed and dated on the reverse side)
ANTHRACITE CAPITAL, INC.
P.O. Box 11255
New York, N.Y. 10203-0255
- - --------------------------------------------------------------------------------
