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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED: DECEMBER 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ______________
COMMISSION FILE NUMBER: 1-8896
CAPSTEAD MORTGAGE CORPORATION
(Exact name of Registrant as specified in its Charter)
MARYLAND 75-2027937
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8401 N CENTRAL EXPRESSWAY, SUITE 800, DALLAS, TX 75225
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 874-2323
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EXCHANGE ON WHICH REGISTERED
------------------- ------------------------------------
Common Stock ($0.01 par value) New York Stock Exchange
$1.60 Cumulative Preferred Stock, Series A ($0.10 par value) New York Stock Exchange
$1.26 Cumulative Convertible Preferred Stock, Series B ($0.10 par value) New York Stock Exchange
Indicate by check mark whether the Registrant (1) has filed all documents and
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
Regulation S-K is not contained herein, and will not be contained, to the best
of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K: [ ]
AT MARCH 13, 2000 THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY
NONAFFILIATES WAS $163,781,520.
NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AT MARCH 13, 2000: 45,718,821
DOCUMENTS INCORPORATED BY REFERENCE:
(1) PORTIONS OF THE REGISTRANT'S ANNUAL REPORT TO STOCKHOLDERS FOR THE YEAR
ENDED DECEMBER 31, 1999 ARE INCORPORATED BY REFERENCE INTO PARTS II AND IV.
(2) PORTIONS OF THE REGISTRANT'S DEFINITIVE PROXY STATEMENT, ISSUED IN
CONNECTION WITH THE 2000 ANNUAL MEETING OF STOCKHOLDERS OF THE REGISTRANT,
ARE INCORPORATED BY REFERENCE INTO PART III.
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CAPSTEAD MORTGAGE CORPORATION
1999 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
PART I
PAGE
----
ITEM 1. BUSINESS................................................... 1
ITEM 2. PROPERTIES................................................. 3
ITEM 3. LEGAL PROCEEDINGS.......................................... 3
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS........ 3
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS......................... 3
ITEM 6. SELECTED FINANCIAL DATA.................................... 3
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS..................... 4
ITEM 7.a. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK....................................... 4
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA................ 4
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE..................... 4
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT......... 4
ITEM 11. EXECUTIVE COMPENSATION..................................... 4
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT................................... 4
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............. 4
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K..................................... 5
3
PART I
ITEM 1. BUSINESS.
Capstead Mortgage Corporation ("CMC" or the "Company") was incorporated on April
15, 1985 in Maryland and commenced operations in September 1985. The Company's
business plan is to build a mortgage investment firm, earning income from
investing in mortgage assets on a leveraged basis and other investment
strategies.
Initially, the Company structured and managed residential mortgage investments.
From 1992 through 1998 the Company also operated a residential mortgage
servicing operation that was sold in December 1998. During 1999 the Company's
primary focus consisted of managing a portfolio of single-family residential
mortgage-backed securities issued by government-sponsored entities, either
Fannie Mae, Freddie Mac or Ginnie Mae ("Agency Securities").
The Company is considering modifying its investment strategy to replace a
portion of its existing mortgage investments with a diversified portfolio of
credit-sensitive commercial mortgage-backed securities ("CMBS") and residential
mortgage-backed securities, most of which are expected to be "investment grade"
at the time of purchase as determined by national rating agencies.
Credit-sensitive mortgage securities generally earn higher yields than those
typically earned on the Company's existing mortgage assets, due largely to a
higher risk of default by the underlying borrowers and, to a lesser extent,
reduced liquidity. Fully implementing this proposed modification of investment
strategy could necessitate a repositioning of the Company's existing portfolio
of mortgage securities, which could result in the recognition in operating
results of a portion of the unrealized losses on these securities that are
currently reflected in the balance sheet.
For further discussion of the Company's business, see the Registrant's Annual
Report to Stockholders for the year ended December 31, 1999 on pages 33 through
39.
EFFECTS OF INTEREST RATE CHANGES AND INTEREST RATE SENSITIVITY
For discussion of effects of interest rate changes on the Company's mortgage
securities portfolios, see the Registrant's Annual Report to Stockholders for
the year ended December 31, 1999 on pages 43 through 45.
RISKS ASSOCIATED WITH CREDIT-SENSITIVE INVESTMENTS
For discussion of risks associated with credit-sensitive investments, see the
Registrant's Annual Report to Stockholders for the year ended December 31, 1999
on pages 45 through 46.
OTHER INVESTMENT STRATEGIES
The Company may enter into other short- or long-term investment strategies as
the opportunities arise.
COMPETITION
In purchasing mortgage securities, the Company competes with savings banks,
commercial banks, mortgage and investment bankers, conduits, insurance
companies, other lenders and mutual funds.
REGULATION AND RELATED MATTERS
Prior to its sale December 31, 1998, the Company's mortgage banking operations
were subject to the rules and regulations of Fannie Mae and Freddie Mac with
respect to servicing and originating mortgage
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loans. In addition, there are other federal and state statutes and regulations
affecting such activities. Many of the these regulatory requirements are
designed to protect the interests of consumers, while others protect the owners
or insurers of mortgage loans. Failure to have complied with these requirements
could lead to demands for indemnification or loan repurchases from the buyers of
the mortgage banking operations or Fannie Mae or Freddie Mac, class action
lawsuits and administrative enforcement actions.
EMPLOYEES
As of December 31, 1999, the Company had 19 full-time employees.
TAX STATUS
As used herein, "Capstead REIT" refers to CMC and the entities that are
consolidated with CMC for federal income tax purposes. Capstead REIT has elected
to be taxed as a REIT for federal income tax purposes and intends to continue to
do so. As a result of this election, Capstead REIT will not be taxed at the
corporate level on taxable income distributed to stockholders, provided that
certain requirements concerning the nature and composition of its income and
assets are met and that at least 95 percent of its REIT taxable income is
distributed.
If Capstead REIT fails to qualify as a REIT in any taxable year, it would be
subject to federal income tax at regular corporate rates and would not receive a
deduction for dividends paid to stockholders. If this were the case, the amount
of after-tax earnings available for distribution to stockholders would decrease
substantially.
As long as Capstead REIT qualifies as a REIT, it will generally be taxable only
on its undistributed taxable income. Distributions out of current or accumulated
earnings and profits will be taxed to stockholders as ordinary income or capital
gain, as the case may be. Distributions in excess of the Company's accumulated
and current earnings and profits will constitute a non-taxable return of capital
to the stockholders (except insofar as such distributions exceed the cost basis
of the shares of stock) resulting in a corresponding reduction in the cost basis
of the shares of stock. The Company notifies its stockholders of the proportion
of distributions made during the taxable year that constitutes ordinary income,
return of capital or capital gains.
For 1999, 100 percent of the common and preferred stock distributions were
characterized as ordinary income; no distributions were characterized as capital
gains due to the utilization of capital loss carryforwards. Capstead REIT
realized substantial capital losses on the sale of mortgage assets in 1998. The
resulting capital loss carryforwards will in all likelihood eliminate the
potential for capital gain distributions through the year 2004 when these
carryforwards expire. During 1998, 92.0 percent and 8.0 percent of the common
stock distributions were characterized as ordinary income and nontaxable return
of capital, respectively, while 100 percent of the preferred stock distributions
were characterized as ordinary income. For 1997, capital gains were classified
as medium-term on sold assets that were held 12 to 18 months, and long-term on
sold assets that were held longer than 18 months. During 1997, 83.7 percent, 7.5
percent, 7.4 percent and 1.4 percent of the common stock distributions were
characterized as ordinary income; no distributions were characterized as capital
gains due to the utilization of capital loss carryforwards. Capstead REIT
realized substantial capital losses on the sale of mortgage assets in 1998. The
resulting capital loss carryforwards will in all likelihood eliminate the
potential for capital gain distributions through the year 2004 when these
carryforwards expire. During 1998, 92.0 percent and 8.0 percent of the common
stock distributions were characterized as ordinary income and nontaxable return
of capital, respectively, while 100 percent of the preferred stock distributions
were characterized as ordinary income. For 1997, capital gains were classified
as medium-term on sold assets that were held 12 to 18 months, and long-term on
sold assets that were held longer than 18 months. During 1997, 83.7 percent, 7.5
percent, 7.4 percent and 1.4 percent of the common stock distributions were
characterized as ordinary income, nontaxable return of capital, medium-term
capital gain and long-term capital gain, respectively, while 100 percent of the
preferred stock distributions were characterized as ordinary income.
Distributions by the Company will not normally be eligible for the dividends
received deduction for corporations. Should the Company incur losses,
stockholders will not be entitled to include such losses in their individual
income tax returns.
All taxable income of Capstead Holdings, Inc., and its primary subsidiary
Capstead Inc. (which held the mortgage banking operations prior to their sale in
December 1998), is subject to federal and state income taxes, where applicable.
Capstead REIT's taxable income will include earnings of these subsidiaries only
upon payment to Capstead REIT by distribution of such earnings, and only if
these distributions are made out of current earnings and profits.
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5
The foregoing is general in character. Reference should be made to pertinent
Internal Revenue Code sections and the Regulations issued thereunder for a
comprehensive statement of applicable federal income tax consequences.
ITEM 2. PROPERTIES.
The Company's operations are conducted in Dallas, Texas on properties leased by
the Company.
ITEM 3. LEGAL PROCEEDINGS.
Between July 23, 1998 and November 11, 1998, twenty-four purported class action
lawsuits were filed against the Company and certain of its senior officers which
allege, among other things, that the defendants violated federal securities laws
by publicly issuing false and misleading statements and omitting disclosure of
material adverse information regarding the Company's business during various
periods between January 28, 1997 and July 24, 1998. The complaints claim that as
a result of such alleged improper actions, the market price of the Company's
equity securities were artificially inflated during that time period. The
complaints seek monetary damages in an undetermined amount. In March 1999 these
actions were consolidated. The time by which the Company is to respond has not
yet run. The Company believes it has meritorious defenses to the claims and
intends to vigorously defend the actions.
All of the lawsuits are pending in the United States District Court for the
Northern District of Texas. In 23 of the lawsuits, the individual defendants
were Ronn K. Lytle, Christopher T. Gilson, Julie A. Moore, Andrew F. Jacobs and
William H. Rudluff. In one of the lawsuits, the individual defendants included
only Messrs. Lytle and Jacobs and Ms. Moore.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The information required by this item regarding the December 1999 issuance of
preferred shares in an unregistered private placement to Fortress pursuant to
Section 4(2) of the Securities Act of 1933 is included in the Registrant's
Annual Report to Stockholders for the year ended December 31, 1999 on page 25
under the caption "Note 10 - Stockholders' Equity and Preferred Stock Subject to
Repurchase," and page 36 under the caption "Investment by Fortress and Potential
Changes in Management," and is incorporated herein by reference, pursuant to
General Instruction G(2).
The information required by this item regarding the market price of, dividends
on, and number of holders of the Registrant's common shares is included in the
Registrant's Annual Report to Stockholders for the year ended December 31, 1999
on page 31 under the caption "Note 15 - Market and Dividend Information," and is
incorporated herein by reference, pursuant to General Instruction G(2).
ITEM 6. SELECTED FINANCIAL DATA.
The information required by this item is included in the Registrant's Annual
Report to Stockholders for the year ended December 31, 1999 on page 32 under the
caption "Selected Financial Data," and is incorporated herein by reference,
pursuant to General Instruction G(2).
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The information required by this item is included in the Registrant's Annual
Report to Stockholders for the year ended December 31, 1999 on pages 33 through
47 under the caption "Management's Discussion and Analysis of Financial
Condition and Results of Operations," and is incorporated herein by reference,
pursuant to General Instruction G(2).
ITEM 7.a. QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISKS.
The information required by this item is included in the Registrant's Annual
Report to Stockholders for the year ended December 31, 1999 on pages 33 through
47 under the caption "Management's Discussion and Analysis of Financial
Condition and Results of Operations," and is incorporated herein by reference,
pursuant to General Instruction G(2).
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information required by this item is included in the Registrant's Annual
Report to Stockholders for the year ended December 31, 1999 on pages 7 through
31, and is incorporated herein by reference, pursuant to General Instruction
G(2).
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information required by this item is included in the Registrant's 2000
definitive Proxy Statement on pages 4 through 18 under the captions "Election of
Directors" and "Management," which is incorporated herein by reference pursuant
to General Instruction G(3).
ITEM 11. EXECUTIVE COMPENSATION.
The information required by this item is included in the Registrant's 2000
definitive Proxy Statement on pages 19 through 22 under the captions
"Compensation Committee Report on Executive Compensation" and "Performance
Graph," and pages 25 and 26 under the caption "Executive Compensation," all of
which are incorporated herein by reference pursuant to General Instruction G(3).
ITEM 12. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS.
The information required by this item is included in the Registrant's 2000
definitive Proxy Statement on pages 23 and 24 under the caption "Security
Ownership of Management and Certain Beneficial Owners," which is incorporated
herein by reference pursuant to General Instruction G(3).
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) Documents filed as part of this report:
1. The following consolidated financial statements of the Company,
included in the 1999 Annual Report to Stockholders, are incorporated
herein by reference:
PAGE
----
Consolidated Statement of Operations -
Three Years Ended December 31, 1999................................. *
Consolidated Balance Sheet - December 31, 1999 and 1998............... *
Consolidated Statement of Stockholders' Equity and Preferred Stock
Subject to Repurchase - Three Years Ended December 31, 1999......... *
Consolidated Statement of Cash Flows -
Three Years Ended December 31, 1999................................. *
Notes to Consolidated Financial Statements - December 31, 1999........ *
2. Financial Statement Schedules - All schedules for which provision is
made in the applicable accounting regulation of the Securities and
Exchange Commission are not required under the related instructions or
are inapplicable, and therefore have been omitted.
* Incorporated herein by reference from the Company's Annual Report to
Stockholders for the year ended December 31, 1999.
3. Exhibits:
EXHIBIT
NUMBER
-------
1.3 Sales Agency Agreement dated as of December 6, 1995 between
Capstead Mortgage Corporation and PaineWebber Incorporated
(the "Sales Agency Agreement")(6)
1.4 Amendment No. 1 to the Sales Agency Agreement dated as of
September 10, 1996 between Capstead Mortgage Corporation and
PaineWebber Incorporated (the "Common Stock Sales Agency
Agreement")(8)
1.5 Sales Agency Agreement dated as of August 17, 1996 Capstead
Mortgage Corporation and PaineWebber Incorporated (the "Series
B Preferred Stock 1996 Sales Agency Agreement")(8)
1.6 The Second Amendment dated as of March 4, 1997 to the Sales
Agency Agreement dated as of December 6, 1995 between the
Company and PaineWebber Incorporated (the "Common Stock Sales
Agency Agreement")(9)
1.7 The First Amendment dated as of March 4, 1997 to the Sales
Agency Agreement dated as of September 17, 1996 between the
Company and PaineWebber Incorporated (the "Series B Preferred
Stock 1996 Sales Agency Agreement")(9)
1.8 The Third Amendment dated as of November 17, 1997 to the Sales
Agency Agreement dated as of December 6, 1995 between the
Company and PaineWebber Incorporated (the "Sales Agency
Agreement")(11)
2.1 Asset Purchase Agreement dated as of December 10, 1998 by and
among Capstead Mortgage Corporation, Capstead Holdings, Inc.
and Capstead Inc. and Homecomings Financial Network, Inc.(12)
5
8
PART IV
ITEM 14. -- CONTINUED
3. Exhibits (continued):
EXHIBIT
NUMBER
-------
3.1(a) Charter of the Company, which includes Articles of
Incorporation, Articles Supplementary for $1.60 Cumulative
Preferred Stock, Series A, and all other amendments to such
Articles of Incorporation(4)
3.1(b) Articles Supplementary ($1.26 Cumulative Convertible Preferred
Stock, Series B)(3)
3.1(c) Articles Supplementary ($0.56 Cumulative Convertible Preferred
Stock, Series C)(13)
3.1(d) Articles Supplementary ($0.40 Cumulative Convertible Preferred
Stock, Series D)(13)
3.2 Bylaws of the Company, as amended(4)
10.21 1990 Employee Stock Option Plan(1)
10.22 1990 Directors' Stock Option Plan(2)
10.23 Employment Agreement dated August 1, 1992 between Capstead
Mortgage Corporation and Ronn K. Lytle(3)
10.24 Restricted Stock Grant Agreement dated August 1, 1992 between
Capstead Mortgage Corporation and Ronn K. Lytle(3)
10.25 1994 Flexible Long Term Incentive Plan(5)
10.26 1994 Capstead Inc. Restricted Stock Plan(5)
10.27 Capstead Mortgage Corporation Deferred Compensation Plan(5)
10.28 Summary of Employment Agreement dated December 9, 1993 between
Capstead Mortgage Corporation and Christopher T. Gilson(5)
10.29 Capstead Mortgage Corporation Incentive Bonus Plan(7)
10.30 Amendment to the 1994 Flexible Long Term Incentive Plan(7)
10.31 Amendment No. 1 dated March 31, 1997 to the Employment
Agreement dated August 1, 1992 between the Company and Ronn K.
Lytle(10)
10.32 1997 Flexible Long Term Incentive Plan(10)
10.33 Purchase and Sale Agreement dated as of November 30, 1998 by
and among Capstead Inc. and GMAC Mortgage Corporation(12)
10.34 Series C and Series D Convertible Preferred Stock Purchase
Agreement dated as of December 9, 1999 by and among Capstead
Mortgage Corporation and Fortress Investment Corp(13)
10.35 Supplemental Agreement dated as of December 9, 1999 by and
among Capstead Mortgage Corporation and Fortress Investment
Corp(13)
10.36 Registration Rights Agreement dated as of December 9, 1999 by
and among Capstead Mortgage Corporation and Fortress
Investment Corp(13)
10.37 Form of Amendment No. 1 dated as of January 21, 2000 to the
Supplemental Agreement to the Stock Purchase Agreement by and
among Capstead Mortgage Corporation and Fortress Cap LLC(14)
11 Computation of per share earnings*
12 Computation of ratio of earnings to combined fixed charges and
preferred stock dividends*
13 Portions of the Company's Annual Report to Stockholders for
the year ended December 31, 1999*
21 List of subsidiaries of the Company*
23 Consent of Ernst & Young LLP, Independent Auditors*
27 Financial Data Schedule (electronic filing only)*
6
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PART IV
ITEM 14. -- CONTINUED
3. Exhibits (continued):
(1) Incorporated by reference to the Company's Registration
Statement on Form S-8 (No. 33-40016) dated April 29, 1991
(2) Incorporated by reference to the Company's Registration
Statement on Form S-8 (No. 33-40017) dated April 29, 1991
(3) Incorporated by reference to the Company's Annual Report on
Form 10-K for the year ended December 31, 1992
(4) Incorporated by reference to the Company's Registration
Statement on Form S-3 (No. 33-62212) dated May 6, 1993
(5) Incorporated by reference to the Company's Annual Report on
Form 10-K for the year ended December 31, 1994
(6) Incorporated by reference to the Company's Current Report of
Form 8-K dated December 6, 1995
(7) Incorporated by reference to the Company's 10-Q for the
quarterly period ended March 31, 1996
(8) Incorporated by reference to the Company's Current Report of
Form 8-K dated August 20, 1996
(9) Incorporated by reference to the Company's Current Report of
Form 8-K dated March 26, 1997
(10) Incorporated by reference to the Company's 10-Q for the
quarterly period ended March 31, 1997
(11) Incorporated by reference to the Company's Current Report of
Form 8-K dated December 23, 1997
(12) Incorporated by reference to the Company's Current Report of
Form 8-K dated December 31, 1998
(13) Incorporated by reference to the Company's Current Report of
Form 8-K dated December 15, 1999
(14) Incorporated by reference to the Company's Current Report of
Form 8-K dated February 2, 2000
* Filed herewith
(b) Reports on Form 8-K:
Current Report on Form 8-K dated December 15, 1999 to file the
following:
Exhibit 3.1(c) - Articles Supplementary $0.56 Cumulative Convertible
Preferred Stock, Series C.
Exhibit 3.1(d) - Articles Supplementary $0.40 Cumulative Convertible
Preferred Stock, Series D.
Exhibit 10.34 - Series C and Series D Convertible Preferred Stock Asset
Purchase Agreement dated as of December 9, 1999 by and among Capstead
Mortgage Corporation and Fortress Investment Corp.
Exhibit 10.35 - Supplemental Agreement dated as of December 9, 1999 by
and among Capstead Mortgage Corporation and Fortress Investment Corp.
Exhibit 10.36 - Registration Rights Agreement dated as of December 9,
1999 by and among Capstead Mortgage Corporation and Fortress Investment
Corp.
Current Report on Form 8-K dated February 2, 2000 to file the
following:
Exhibit 10.37 - Form of Amendment No. 1 dated as of January 21, 2000 to
the Supplemental Agreement to the Stock Purchase Agreement by and among
Capstead Mortgage Corporation and Fortress Cap LLC.
(c) Exhibits - The response to this section of ITEM 14 is submitted as a
separate section of this report.
(d) Financial Statement Schedules - The response to this section of ITEM 14
is submitted as a separate section of this report.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
CAPSTEAD MORTGAGE CORPORATION
REGISTRANT
Date: March 8, 2000 By: /s/ ANDREW F. JACOBS
------------------------------------
Andrew F. Jacobs
Executive Vice President - Finance
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities indicated below and on the dates indicated.
/s/ RONN K. LYTLE Chairman, Chief Executive March 8, 2000
- --------------------------- Officer and Director
(Ronn K. Lytle)
/s/ ANDREW F. JACOBS Executive Vice President - March 8, 2000
- --------------------------- Finance
(Andrew F. Jacobs)
/s/ WESLEY R. EDENS Director March 10, 2000
- ---------------------------
(Wesley R. Edens)
/s/ ROBERT I. KAUFFMAN Director March 9, 2000
- ---------------------------
(Robert I. Kauffman)
/s/ BEVIS LONGSTRETH Director March 9, 2000
- ---------------------------
(Bevis Longstreth)
/s/ PAUL M. LOW Director March 9, 2000
- ---------------------------
(Paul M. Low)
/s/ HARRIET E. MIERS Director March 9, 2000
- ---------------------------
(Harriet E. Miers)
/s/ WILLIAM R. SMITH Director March 9, 2000
- ---------------------------
(William R. Smith)
/s/ JOHN C. TOLLESON Director March 9, 2000
- ---------------------------
(John C. Tolleson)
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
1.3 Sales Agency Agreement dated as of December 6, 1995 between
Capstead Mortgage Corporation and PaineWebber Incorporated
(the "Sales Agency Agreement")(6)
1.4 Amendment No. 1 to the Sales Agency Agreement dated as of
September 10, 1996 between Capstead Mortgage Corporation and
PaineWebber Incorporated (the "Common Stock Sales Agency
Agreement")(8)
1.5 Sales Agency Agreement dated as of August 17, 1996 Capstead
Mortgage Corporation and PaineWebber Incorporated (the "Series
B Preferred Stock 1996 Sales Agency Agreement")(8)
1.6 The Second Amendment dated as of March 4, 1997 to the Sales
Agency Agreement dated as of December 6, 1995 between the
Company and PaineWebber Incorporated (the "Common Stock Sales
Agency Agreement")(9)
1.7 The First Amendment dated as of March 4, 1997 to the Sales
Agency Agreement dated as of September 17, 1996 between the
Company and PaineWebber Incorporated (the "Series B Preferred
Stock 1996 Sales Agency Agreement")(9)
1.8 The Third Amendment dated as of November 17, 1997 to the Sales
Agency Agreement dated as of December 6, 1995 between the
Company and PaineWebber Incorporated (the "Sales Agency
Agreement")(11)
2.1 Asset Purchase Agreement dated as of December 10, 1998 by and
among Capstead Mortgage Corporation, Capstead Holdings, Inc.
and Capstead Inc. and Homecomings Financial Network, Inc.(12)
3.1(a) Charter of the Company, which includes Articles of
Incorporation, Articles Supplementary for $1.60 Cumulative
Preferred Stock, Series A, and all other amendments to such
Articles of Incorporation(4)
3.1(b) Articles Supplementary ($1.26 Cumulative Convertible Preferred
Stock, Series B)(3)
3.1(c) Articles Supplementary ($0.56 Cumulative Convertible Preferred
Stock, Series C)(13)
3.1(d) Articles Supplementary ($0.40 Cumulative Convertible Preferred
Stock, Series D)(13)
3.2 Bylaws of the Company, as amended(4)
10.21 1990 Employee Stock Option Plan(1)
10.22 1990 Directors' Stock Option Plan(2)
10.23 Employment Agreement dated August 1, 1992 between Capstead
Mortgage Corporation and Ronn K. Lytle(3)
10.24 Restricted Stock Grant Agreement dated August 1, 1992 between
Capstead Mortgage Corporation and Ronn K. Lytle(3)
10.25 1994 Flexible Long Term Incentive Plan(5)
10.26 1994 Capstead Inc. Restricted Stock Plan(5)
10.27 Capstead Mortgage Corporation Deferred Compensation Plan(5)
10.28 Summary of Employment Agreement dated December 9, 1993 between
Capstead Mortgage Corporation and Christopher T. Gilson(5)
10.29 Capstead Mortgage Corporation Incentive Bonus Plan(7)
10.30 Amendment to the 1994 Flexible Long Term Incentive Plan(7)
10.31 Amendment No. 1 dated March 31, 1997 to the Employment
Agreement dated August 1, 1992 between the Company and Ronn K.
Lytle(10)
10.32 1997 Flexible Long Term Incentive Plan(10)
12
INDEX TO EXHIBITS
(continued)
EXHIBIT
NUMBER DESCRIPTION
------- -----------
10.33 Purchase and Sale Agreement dated as of November 30, 1998 by
and among Capstead Inc. and GMAC Mortgage Corporation(12)
10.34 Series C and Series D Convertible Preferred Stock Purchase
Agreement dated as of December 9, 1999 by and among Capstead
Mortgage Corporation and Fortress Investment Corp(13)
10.35 Supplemental Agreement dated as of December 9, 1999 by and
among Capstead Mortgage Corporation and Fortress Investment
Corp(13)
10.36 Registration Rights Agreement dated as of December 9, 1999 by
and among Capstead Mortgage Corporation and Fortress
Investment Corp(13)
10.37 Form of Amendment No. 1 dated as of January 21, 2000 to the
Supplemental Agreement to the Stock Purchase Agreement by and
among Capstead Mortgage Corporation and Fortress Cap LLC(14)
11 Computation of per share earnings*
12 Computation of ratio of earnings to combined fixed charges and
preferred stock dividends*
13 Portions of the Company's Annual Report to Stockholders for
the year ended December 31, 1999*
21 List of subsidiaries of the Company*
23 Consent of Ernst & Young LLP, Independent Auditors*
27 Financial Data Schedule (electronic filing only)*
(1) Incorporated by reference to the Company's Registration
Statement on Form S-8 (No. 33-40016) dated April 29, 1991
(2) Incorporated by reference to the Company's Registration
Statement on Form S-8 (No. 33-40017) dated April 29, 1991
(3) Incorporated by reference to the Company's Annual Report on
Form 10-K for the year ended December 31, 1992
(4) Incorporated by reference to the Company's Registration
Statement on Form S-3 (No. 33-62212) dated May 6, 1993
(5) Incorporated by reference to the Company's Annual Report on
Form 10-K for the year ended December 31, 1994
(6) Incorporated by reference to the Company's Current Report of
Form 8-K dated December 6, 1995
(7) Incorporated by reference to the Company's 10-Q for the
quarterly period ended March 31, 1996
(8) Incorporated by reference to the Company's Current Report of
Form 8-K dated August 20, 1996
(9) Incorporated by reference to the Company's Current Report of
Form 8-K dated March 26, 1997
(10) Incorporated by reference to the Company's 10-Q for the
quarterly period ended March 31, 1997
(11) Incorporated by reference to the Company's Current Report of
Form 8-K dated December 23, 1997
(12) Incorporated by reference to the Company's Current Report of
Form 8-K dated December 31, 1998
(13) Incorporated by reference to the Company's Current Report of
Form 8-K dated December 15, 1999
(14) Incorporated by reference to the Company's Current Report of
Form 8-K dated February 2, 2000
* Filed herewith