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Anworth Mortgage Asset Corporation
1299 Ocean Avenue, Santa Monica, CA 90401

The company is a real estate investment trust, (REIT). The company was formed to invest primarily in adjustable-rate mortgage securities that are issued or guaranteed by the U.S. government or agencies thereof and other high quality mortgage securities.

Primary Underwriting Group
ManagerTierPhone
Advest, Inc.Lead Manager (860) 509-2177
Cruttenden Roth IncorporatedCo-manager (800) 678-9147

Offering Information
AMEX:ANH Financial: SIC 6798
Type of Shares:Common Shares Filing Date:10/24/97
U.S. Shares:2,200,000 Offer Date:3/11/98
Non-U.S. Shares:0 Filing Range:$9.00 - $11.00
Primary Shares:2,200,000 Offer Price:$9.00
Secondary Shares:0 Gross Spread:$0.63
Offering Amount: $22,000,000 Selling:$0.37
Expenses:$500,000 Reallowance:$0.10
Post-IPO Shares:7,500,100

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Allen, Matkins, Leck, Gamble & Mallory
Bank's Law Firm: Freshman, Marantz, Orlanski, Cooper & Klein
Registrar/Transfer Agent: Continental Stock Transfer & Trust Co
Auditor: McGladrey & Pullen

Competition
In acquiring Mortgage Assets, the Company will compete with other REITs, investment banking firms, savings and loan associations, banks, mortgage bankers, insurance companies, mutual funds, other lenders, GNMA, Fannie Mae, FHLMC and other entities purchasing Mortgage Assets, most of which have greater financial resources than the Company. In addition, there are several REITs similar to the Company, and others may be organized in the future. The effect of the existence of additional REITs may be to increase competition for the available supply of Mortgage Assets suitable for purchase by the Company. Increased competition for the acquisition of eligible Mortgage Assets or a diminution in the supply could result in higher prices and, thus, lower yields on such Mortgage Assets that could further narrow the yield spread over borrowing costs. It could also result in the Company's inability to deploy its funds in acceptable investments. Management anticipates that the Company will be able to compete effectively and generate competitive rates of return for stockholders due to Management's expertise in investing in mortgage securities, its access to and experience in secondary mortgage markets, its ability to utilize prudent amounts of leverage through accessing wholesale markets for collateralized borrowings, its exemption from certain forms of regulation and the tax advantages of its REIT status.

Business Plan
The principal business objective of the Company is to provide its stockholders with an efficient vehicle to participate in the mortgage securities market and to generate a competitive yield through its prudent use of leverage and active management of the asset/liability yield spread.

Use of Proceeds
The proceeds from the proposed offering will be used to provide funding for the company's investment operations and for general corporate purposes.

Principal and Selling Shareholders
Name of Shareholder% Owned
Before
% Owned
After
Lloyd McAdams1.00
Note: Represents ownership of 5% or more prior to the offering.
Executive Officers and Directors
Officer NameTitleAge
Lloyd McAdamsChairman of the Board, President and Chief Executive Officer52
Heather U. BainesExecutive Vice President55
Evangelos KaragiannisExecutive Vice President35
Pamela J. WatsonExecutive Vice President, Chief Financial Officer and Secretary42

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