As filed with the Securities and Exchange Commission on May 30, 2000.
Registration No. 333-33596
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ANTHRACITE CAPITAL, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 6162 13-3978906
(State or Other Jurisdiction (Primary Standard (I.R.S. Employer
of Incorporation or Industrial Classification Identification
Organization) Code Number) Number)
345 PARK AVENUE, 29TH FLOOR
NEW YORK, NEW YORK 10154
(212) 754-5560
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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HUGH R. FRATER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ANTHRACITE CAPITAL, INC.
345 PARK AVENUE, 29TH FLOOR
NEW YORK, NEW YORK 10154
(212) 754-5560
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
J. GREGORY MILMOE, ESQ. BARBARA J. BRIGGS, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP MILBANK, TWEED, HADLEY & MCCLOY LLP
FOUR TIMES SQUARE ONE CHASE MANHATTAN PLAZA
NEW YORK, NEW YORK 10036 NEW YORK, NEW YORK 10005
(212) 735-3000 (212) 530-5142
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If this form is a post-effective amendment filed pursuant to Rule
462(d) 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. (X) 333-33596
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
Exhibit 5.1, Opinion of Miles and Stockbridge PC as to the
legality of the share of Anthracite Capital, Inc. Common Stock is attached
as an exhibit to this post-effective amendment.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Anthracite Capital, Inc. certifies that it has duly caused this
Registration Statement or amendment thereto to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of New York, in the
State of New York on May 30, 2000.
ANTHRACITE CAPITAL, INC.
By: /s/ Richard M. Shea
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Name: Richard M. Shea
Title: Chief Operating Officer and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Richard M. Shea his true and lawful
attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement and to file the same with all
exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully
to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any
of them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof. This power of attorney may be executed
in counterparts.
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.
SIGNATURE TITLE DATE
/s/ Laurence D. Fink Chairman of the Board May 23, 2000
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Laurence D. Fink
/s/ Hugh R. Frater President and Chief Executive May 23, 2000
---------------------------- Officer and Director
Hugh R. Frater (Principal Executive Officer)
/s/ Richard M. Shea Chief Operating Officer and May 23, 2000
---------------------------- Chief Financial Officer
Richard M. Shea (Principal Financial Officer
and Principal Accounting
Officer)
/s/ Donald G. Drapkin Director May 23, 2000
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Donald G. Drapkin
/s/ Carl Guether Director May 23, 2000
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Carl Guether
/s/ Jeffrey C. Keil Director May 23, 2000
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Jeffrey C. Keil
/s/ Kendrick R. Wilson, III Director May 23, 2000
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Kendrick R. Wilson, III
/s/ Andrew P. Rifkin Director May 23, 2000
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Andrew P. Rifkin
/s/ David M. Applegate Director May 23, 2000
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David M. Applegate
/s/ Leon T. Kendall Director May 23, 2000
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Leon T. Kendall
EXHIBIT INDEX
EXHIBIT
2.1 Agreement and Plan of Merger, dated as of February 8, 2000, by
and among Anthracite Capital, Inc., Anthracite Acquisition Corp.
and CORE Cap, Inc. (1)
3.1 Amended and Restated Articles of Incorporation of Anthracite
Capital, Inc. (1)
3.2 By-Laws of Anthracite Capital, Inc. (1)
3.3 Form of Articles Supplementary of Anthracite Capital, Inc.
establishing 10% Cumulative Convertible Redeemable Preferred
Stock. (1)
5.1 Opinion of Miles and Stockbridge PC as to the legality of the
shares of Anthracite Capital, Inc. common stock being registered
hereby. *
12.1 Statement re: Computation of Ratio of Earnings to Fixed Charges. (1)
23.1 Consent of PricewaterhouseCoopers LLP. (1)
23.2 Consent of Deloitte & Touche LLP. (1)
23.3 Consent of Miles & Stockbridge PC (included as part of its
opinion filed as Exhibit 5.1 and incorporated herein by
reference).
23.4 Consent of persons named as directors. (1)
24.1 Power of attorney (included in the signature page attached
hereto).
99.1 Form of Proxy. (1)
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(*) Filed herewith.
(1) Previously filed.
EXHIBIT 5.1
April 10, 2000
Anthracite Capital, Inc.
345 Park Avenue, 29th Floor
New York, New York 10154
Ladies and Gentlemen:
We have acted as special Maryland counsel to Anthracite Capital,
Inc., a Maryland corporation (the "Company"), in connection with the
registration under the Securities Act of 1933, as amended (the "Securities
Act"), of 7,490,726 shares of the Company's Common Stock, par value $.001
per share (the "Common Shares") and 2,260,997 shares of the Company's 10%
Cumulative Convertible Series B Preferred Stock, par value $.001 per share
(the "Preferred Shares"), as described in the Company's Registration
Statement on Form S-4 (the "Registration Statement") filed with the
Securities and Exchange Commission. The Company proposes to issue the
Common Shares and the Preferred Shares to the stockholders of CORE Cap,
Inc., a Delaware corporation ("CORE Cap"), in connection with the merger of
Anthracite Acquisition Corp., a Delaware corporation ("Sub"), and a
wholly-owned subsidiary of the Company with and into CORE Cap (the
"Merger"), pursuant to the terms of the Agreement and Plan of Merger dated
as of February 8, 2000, among the Company, Sub and CORE Cap.
In delivering this opinion we have examined and relied upon executed
originals, counterparts and photocopies of documents and records that we
considered necessary or appropriate in order to enable us to express the
opinions set forth herein. We have also relied as to certain matters on
information obtained from public officials and officers of the Company. We
express no opinion with respect to the laws of, or the effect or
applicability of the laws of, any jurisdiction other than the laws of the
State of Maryland.
Based on that examination, it is our opinion that:
1. The Common Shares to be offered by the Company in connection with
the Merger have been duly authorized and, when issued under the
circumstances contemplated in the Registration Statement, will be
legally issued, fully paid and non-assessable; and
2. When appropriate articles supplementary to the Charter of the
Company relating to the Preferred Shares (the "Articles
Supplementary") have been duly adopted by the Board of Directors,
and the Articles Supplementary have been filed with and accepted for
record by the State Department of Assessments and Taxation of the
State of Maryland, the Preferred Shares will be duly authorized and,
when issued under the circumstances contemplated in the Registration
Statement, will be legally issued, fully paid and non-assessable.
We hereby consent to the use of our name under the heading "Legal
Matters" in the Prospectus forming a part of the Registration Statement and
to the filing of this opinion letter with the Registration Statement as
Exhibit 5.1 thereto. In giving our consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Securities and
Exchange Commission thereunder. The opinion expressed herein is limited to
the matters set forth in this letter and no other opinion should be
inferred beyond the matters expressly stated.
Very truly yours,
Miles & Stockbridge P.C.
By: /s/ Miles & Stockbridge P.C.
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Principal
