<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
----------
Anthracite Capital, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.001 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
037023108
- --------------------------------------------------------------------------------
(CUSIP Number)
December 31, 1999 - Amendment pursuant to Rule 13d-2(b)
- --------------------------------------------------------------------------------
(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
CUSIP NO. 037023108
- --------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Boston Partners Asset Management, L.P.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(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 ----------------------------------------------------------
OWNED BY 6. SHARED VOTING POWER
EACH
REPORTING 599,000 shares
PERSON ----------------------------------------------------------
WITH: 7. SOLE DISPOSITIVE POWER
-0- shares
----------------------------------------------------------
8. SHARED DISPOSITIVE POWER
599,000 shares
- --------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
599,000 shares
- --------------------------------------------------------------------------------
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
Not applicable
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.9%
- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
- --------------------------------------------------------------------------------
<PAGE> 3
CUSIP NO. 037023108
- --------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Boston Partners, Inc.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(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 599,000 shares
REPORTING ----------------------------------------------------------
PERSON 7. SOLE DISPOSITIVE POWER
WITH:
-0- shares
----------------------------------------------------------
8. SHARED DISPOSITIVE POWER
599,000 shares
- --------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
599,000 shares
- --------------------------------------------------------------------------------
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
Not applicable
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.9%
- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
- --------------------------------------------------------------------------------
<PAGE> 4
CUSIP NO. 037023108
- --------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Desmond John Heathwood
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(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 599,000 shares
REPORTING ----------------------------------------------------------
PERSON 7. SOLE DISPOSITIVE POWER
WITH:
-0- shares
----------------------------------------------------------
8. SHARED DISPOSITIVE POWER
599,000 shares
- --------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
599,000 shares
- --------------------------------------------------------------------------------
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
Not applicable
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.9%
- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
- --------------------------------------------------------------------------------
<PAGE> 5
Item 1. (a) Name of Issuer:
Anthracite Capital, Inc. (the "Issuer")
(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."
(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.
(c) Citizenship:
BPAM is a Delaware limited partnership. Boston Partners
is a Delaware corporation. Mr. Heathwood is a United
States citizen.
(d) Title of Class of Securities:
Common Stock, $.001 par value ("Common Stock").
(e) CUSIP Number: 037023108
Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or
240.13d-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 Section
240.13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in
accordance with Section 240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in
accordance with Section 240.13d-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 Section 240.13d-1(b)
(1)(ii)(J).
<PAGE> 6
Item 4. Ownership.
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer
identified in Item 1.
(a) Amount beneficially owned: Each of the Reporting
Persons may be deemed to own beneficially 599,000 shares
of Common Stock at December 31, 1999. BPAM owns of
record 599,000 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 599,000 shares of Common Stock of
the Issuer.
(b) Percentage of class: 2.9% for all Reporting Persons.
(c) Number of shares as to which the 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:
599,000 shares for all Reporting Persons.
(iii) Sole power to dispose or to direct the
disposition of: 0 shares for all Reporting
Persons.
(iv) Shared power to dispose or to direct the
disposition of: 599,000 shares for all
Reporting Persons.
Instruction. For computations regarding securities which
represent a right to acquire an underlying security see Section
240.13d-3(d)(1).
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.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [X].
Instruction: Dissolution of a group requires a response to this
item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities, a statement to that effect
should be included in response to this item and, if such interest
relates to more
<PAGE> 7
than five percent of the class, such person should be identified.
A listing of the shareholders of an investment company registered
under the Investment Company Act of 1940 or the beneficiaries of
an employee benefit plan, pension fund or endowment fund is not
required.
BPAM holds all of the above 599,000 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.
If a parent holding company has filed this schedule, pursuant to
Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the
relevant subsidiary. If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an
exhibit stating the identification of the relevant subsidiary.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to Section
240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an
exhibit stating the identity and Item 3 classification of each
member of the group. If a group has filed this schedule pursuant
to Section 240.13d-1(c) or Section 240.13d-1(d), attach an
exhibit stating the identity of each member 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.
Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings
with respect to transactions in the security reported on will be
filed, if required, by members of the group, in their individual
capacity. See Item 5.
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 a 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 4, 2000
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
(contained as Exhibit 24.2 to this Schedule 13G as filed with the Securities and
Exchange Commission on February 16, 1999, and incorporated herein by reference).
** Signed pursuant to a Power of Attorney executed by Desmond John Heathwood
(contained as Exhibit 24.1 to this Schedule 13G as filed with the Securities and
Exchange Commission on February 16, 1999, and incorporated herein by reference).
<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 4th day of February, 2000.
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
(contained as Exhibit 24.2 to this Schedule 13G as filed with the Securities and
Exchange Commission on February 16, 1999, and incorporated herein by reference).
** Signed pursuant to a Power of Attorney executed by Desmond John Heathwood
(contained as Exhibit 24.1 to this Schedule 13G as filed with the Securities and
Exchange Commission on February 16, 1999, and incorporated herein by reference).
