<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.__)*
Anthracite Capital, Inc.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.001 par value
- -------------------------------------------------------------------------------
(Title of Class of Securities)
037023108
-----------------
(CUSIP Number)
December 31, 1998 - Filing pursuant to Rule 13d-1(b)(2)
- -------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE> 2
<TABLE>
<CAPTION>
- ---------------------------------- ----------------------------------------
CUSIP NO. 037023108 13G Page 1 of 3 Pages
-------- -------
- ---------------------------------- ----------------------------------------
<C> <S> <C>
- -----------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Boston Partners Asset Management, L.P.
- -----------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not applicable
- -----------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF -0- shares
SHARES ---------------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 1,691,400 shares
REPORTING ---------------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
-0- shares
---------------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
1,691,400 shares
- -----------------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,691,400 shares
- -----------------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
Not applicable
- -----------------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.5 %
- -----------------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON *
IA
- -----------------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
<TABLE>
<CAPTION>
- ---------------------------------- ----------------------------------------
CUSIP NO. 037023108 13G Page 2 of 3 Pages
-------- -------
- ---------------------------------- ----------------------------------------
<C> <S> <C>
- -----------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Boston Partners, Inc
- -----------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not applicable
- -----------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF -0- shares
SHARES ---------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 1,691,400 shares
REPORTING ---------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
-0- shares
---------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
1,691,400 shares
- -----------------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,691,400 shares
- -----------------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN [ ]
SHARES*
Not applicable
- -----------------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.5 %
- -----------------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON *
CO
- -----------------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
<TABLE>
<CAPTION>
- ---------------------------------- ----------------------------------------
CUSIP NO. 037023108 13G Page 3 of 3 Pages
-------- -------
- ---------------------------------- ----------------------------------------
<C> <S> <C>
- -----------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Desmond John Heathwood
- -----------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not applicable
- -----------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -----------------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF -0- shares
SHARES ---------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 1,691,400 shares
REPORTING ---------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
-0- shares
---------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
1,691,400 shares
- -----------------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,691,400 shares
- -----------------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN [ ]
SHARES*
Not applicable
- -----------------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.5 %
- -----------------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON *
IN
- -----------------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
Item 1(a). Name of Issuer: Anthracite Capital, Inc. (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices: 345 Park
Avenue, New York, New York, 10154
Item 2(a). Names of Persons Filing: Boston Partners Asset Management, L.P.
("BPAM"), Boston Partners, Inc. ("Boston Partners"), and
Desmond John Heathwood. BPAM, Boston Partners, and Mr.
Heathwood are sometimes referred to collectively herein as the
"Reporting Persons."
Item 2(b). Address of Principal Business Office or, if None, Residence: The
address of the principal business office of BPAM, Boston
Partners, and Mr. Heathwood is 28 State Street, 20th Floor,
Boston, MA 02109.
Item 2(c). Citizenship: BPAM is a Delaware limited partnership. Boston
Partners is a Delaware corporation. Mr. Heathwood is a United
States citizen.
Item 2(d). Title of Class of Securities: Common Stock, $.001 par value
("Common Stock").
Item 2(e). CUSIP Number: 037023108
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15
of the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the
Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section
3(a)(19) of the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section
8 of the Investment Company Act of 1940 (15
U.S.C. 80a-8).
(e) [ X ] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund
in accordance with Rule 13d-1(b)(1)(ii)(F);
<PAGE> 6
(g) [ ] A parent holding company or control person
in accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in section
3(b) of the Federal Deposit Insurance Act
(12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the
definition of an investment company under
section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Rule
13d-1(b)(1)(ii)(J).
Item 4. Ownership.
(a) Amount Beneficially Owned: Each of the Reporting Persons may be
deemed to own beneficially 1,691,400 shares of Common Stock at
December 31, 1998. BPAM owns 1,691,400 of record shares of
Common Stock. As sole general partner of BPAM, Boston Partners
may be deemed to own beneficially all of the shares of Common
Stock that BPAM may be deemed to own beneficially. As principal
stockholder of Boston Partners, Mr. Heathwood may be deemed to
own beneficially all of the Common Stock that Boston Partners
may be deemed to own beneficially. Therefore, each of the
Reporting Persons may be deemed to own beneficially 1,691,400
shares of Common Stock of the Issuer.
(b) Percent of Class: 8.5% for all Reporting Persons. The
foregoing percentage is calculated based on the 19,985,098
shares of Common Stock outstanding on November 13, 1998 as
reported on the Form 10-Q for the quarter ended September 30,
1998.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0 shares for
all Reporting Persons.
(ii) shared power to vote or to direct the vote: 1,691,400
shares for all Reporting Persons.
(iii) sole power to dispose or to direct the disposition of:
0 shares for all Reporting Persons.
<PAGE> 7
(iv) shared power to dispose or to direct the disposition
of: 1,691,400 shares for all Reporting Persons.
Pursuant to Rule 13d-4, each of Boston Partners and Mr.
Heathwood expressly disclaims beneficial ownership of any
shares of Common Stock of the Issuer.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
BPAM holds all of the above 1,691,400 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. None of these clients holds more than five
percent of the Common Stock of the Issuer.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable. BPAM, Boston Partners and Mr. Heathwood expressly
disclaim membership in a "group" as defined in Rule 13d-5(b)(1).
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below we certify that, to the best of our knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as participant in any transaction
having that purpose or effect.
<PAGE> 8
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct. We also hereby agree to file this statement jointly pursuant to
the agreement set forth as Exhibit 1 hereto.
Dated: February 12, 1999
BOSTON PARTNERS ASSET MANAGEMENT, L.P.
By: Boston Partners, Inc.,
its general partner
By: /s/ Mary Ann Iudice
-------------------
William J. Kelly
Treasurer and Senior Vice President
by: Mary Ann Iudice
Attorney-in-Fact*
BOSTON PARTNERS, INC.
By: /s/ Mary Ann Iudice
-------------------
William J. Kelly
Treasurer and Senior Vice President
by: Mary Ann Iudice
Attorney-in-Fact*
/s/ Mary Ann Iudice
- -------------------
Desmond John Heathwood
by: Mary Ann Iudice
Attorney-in-Fact**
* Signed pursuant to a Power of Attorney executed by William J. Kelly, a
copy of which is filed herewith.
** Signed pursuant to a Power of Attorney executed by Desmond John Heathwood,
a copy of which is filed herewith.
<PAGE> 9
Exhibit 1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
the undersigned hereby agree that only one statement containing the information
required by Schedule 13G need be filed with respect to the ownership by each of
the undersigned of shares of Common Stock of Anthracite Capital, Inc.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
EXECUTED this 12th day of February, 1999.
BOSTON PARTNERS ASSET MANAGEMENT, L.P.
By: Boston Partners, Inc.
its general partner
By: /s/ Mary Ann Iudice
-------------------
William J. Kelly
Treasurer and Senior Vice President
by: Mary Ann Iudice
Attorney-in-Fact*
BOSTON PARTNERS, INC.
By: /s/ Mary Ann Iudice
-------------------
William J. Kelly
Treasurer and Senior Vice President
by: Mary Ann Iudice
Attorney-in-Fact*
/s/ Mary Ann Iudice
- -------------------
Desmond John Heathwood
by: Mary Ann Iudice
Attorney-in-Fact**
* Signed pursuant to a Power of Attorney executed by William J. Kelly, a
copy of which is filed herewith.
** Signed pursuant to a Power of Attorney executed by Desmond John Heathwood,
a copy of which is filed herewith.
<PAGE> 1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Desmond John
Heathwood, hereby constitutes and appoints William J. Kelly and Mary Ann Iudice
his true and lawful attorneys-in-fact and agents, for him and in his name,
place and stead, to sign any Schedule 13G or Schedule 13D relating to
beneficial ownership and changes in beneficial ownership of equity securities
of the companies set forth on Exhibit A hereto (each, a "Company" and,
collectively, the "Companies"), and any amendment thereto, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the U.S. Securities and Exchange Commission, and submit copies thereof to
any securities exchange or automated quotation system and to the applicable
Company, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite or necessary
to be done, as fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue
hereof. This power-of-attorney shall expire at such time as the undersigned
ceases to be subject to filing requirements under Section 13(d) and/or 13(g)
under the Securities and Exchange Act of 1934, as amended, with respect to the
Companies.
/s/ Desmond John Heathwood
--------------------------
Desmond John Heathwood
Dated: February 11, 1999
<PAGE> 2
EXHIBIT A
Companies Subject to Power of Attorney
Dated as of February 11, 1999
Agrium, Inc.
Anthracite Capital, Inc.
Avondale Industries, Inc.
Berry Petroleum Company
Everest Reinsurance Holdings, Inc.
Homebase, Inc.
Litton Industries, Inc.
Local Financial Corporation
Mego Mortgage Corporation
Richmond County Financial Corp.
The Pittston Company - Pittston Brink's Group
Prime Bancshares, Inc.
Terra Nova (Bermuda) Holding Ltd.
Tesoro Petroleum Corporation
<PAGE> 1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, William J. Kelly,
Treasurer and Senior Vice President of Boston Partners, Inc., hereby
constitutes and appoints Mary Ann Iudice his true and lawful attorney-in-fact
and agent, for him and in his name, place and stead, to sign any Schedule 13G
or Schedule 13D relating to beneficial ownership and changes in beneficial
ownership of equity securities of the companies set forth on Exhibit A hereto
(each, a "Company" and, collectively, the "Companies"), and any amendment
thereto, and to file the same, with all exhibits thereto and other documents in
connection therewith, with the U.S. Securities and Exchange Commission, and
submit copies thereof to any securities exchange or automated quotation system
and to the applicable Company, granting unto said attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite or necessary to be done, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent may lawfully do or cause to be done by
virtue hereof. This power-of-attorney shall expire at such time as Boston
Partners, Inc. ceases to be subject to filing requirements under Section 13(d)
and/or 13(g) under the Securities and Exchange Act of 1934, as amended, with
respect to the Companies.
/s/ William J. Kelly
--------------------
William J. Kelly
Dated: February 11, 1999
<PAGE> 2
EXHIBIT A
Companies Subject to Power of Attorney
Dated as of February 11, 1999
Agrium, Inc.
Anthracite Capital, Inc.
Avondale Industries, Inc.
Berry Petroleum Company
Everest Reinsurance Holdings, Inc.
Homebase, Inc.
Litton Industries, Inc.
Local Financial Corporation
Mego Mortgage Corporation
Richmond County Financial Corp.
The Pittston Company - Pittston Brink's Group
Prime Bancshares, Inc.
Terra Nova (Bermuda) Holding Ltd.
Tesoro Petroleum Corporation
<PAGE> 3
CERTIFICATE OF THE SECRETARY
The undersigned, Desmond John Heathwood, Secretary of Boston Partners,
Inc., a Delaware corporation (the "Company"), DOES HEREBY CERTIFY THAT the
resolutions set forth below are true and correct copies of resolutions adopted
by the Board of Directors of the Company by unanimous written consent dated
February 9, 1998; and such resolutions are in full force and effect on the date
hereof:
Resolutions Adopted by the
Board of Directors of Boston Partners, Inc.
by Unanimous Written Consent Dated February 9, 1998
RESOLVED, that each officer of the Company who may be
required to sign and execute any Schedule 13G or Schedule 13D
relating to beneficial ownership and changes in beneficial
ownership of equity securities with respect to which the Company is
subject to filing requirements under Section 13(d) or 13(g) under
the Securities and Exchange Act of 1934, as amended ("Section 13
Filings"), be and hereby is authorized to execute a power of
attorney appointing Mary Ann Iudice his true and lawful
attorney-in-fact and agent, for him and in his name, place and
stead, to sign any Section 13 Filings, and any amendment thereto,
and to file the same, with all exhibits thereto and other documents
in connection therewith, with the U.S. Securities and Exchange
Commission, and submit copies thereof to any securities exchange or
automated quotation system and to the applicable Company, granting
unto said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite or necessary to
be done, as fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent may lawfully do or cause to be
done by virtue hereof.
WITNESS my hand and the seal of the Company this 9th day of February, 1998.
/s/ Desmond John Heathwood
--------------------------
[Corporate Seal] Desmond John Heathwood
Secretary
