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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, 1998
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.)
2711 NORTH HASKELL, DALLAS, TEXAS 75204
(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 12, 1999 THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY
NONAFFILIATES WAS $299,295,354
NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AT MARCH 12, 1999: 59,866,520
DOCUMENTS INCORPORATED BY REFERENCE:
(1) PORTIONS OF THE REGISTRANT'S ANNUAL REPORT TO STOCKHOLDERS FOR THE YEAR
ENDED DECEMBER 31, 1998 ARE INCORPORATED BY REFERENCE INTO PARTS II AND IV.
(2) PORTIONS OF THE REGISTRANT'S DEFINITIVE PROXY STATEMENT, ISSUED IN
CONNECTION WITH THE 1999 ANNUAL MEETING OF STOCKHOLDERS OF THE REGISTRANT,
ARE INCORPORATED BY REFERENCE INTO PART III.
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2
CAPSTEAD MORTGAGE CORPORATION AND SUBSIDIARIES
1998 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
PAGE
----
PART I
ITEM 1. BUSINESS............................................................................ 1
ITEM 2. PROPERTIES.......................................................................... 2
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............................................... 3
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA......................................... 3
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............................................................... 4
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 mortgage investments. In late 1992
the Company entered into the mortgage servicing business. Mortgage servicing
includes collecting and accounting for payments of principal and interest from
borrowers, remitting such payments to investors, holding escrow funds for
payment of mortgage-related expenses such as taxes and insurance, making
advances to cover delinquent payments, inspecting the mortgage premises as
required, contacting delinquent mortgagors, supervising foreclosures and
property dispositions in the event of unremedied defaults, and generally
administering the loans. Fees are received for servicing residential mortgage
loans ranging generally from 0.25 to 0.38 percent per annum on the declining
principal balances of the loans and are collected out of monthly mortgage
payments. In December 1998 the Company sold its mortgage banking operations and
currently manages portfolios of high quality, single-family residential
mortgage-backed securities.
For further discussion of the Company's business, see the Registrant's Annual
Report to Stockholders for the year ended December 31, 1998 on pages 30 through
35.
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, 1998 on pages 39 through 41.
OTHER INVESTMENT STRATEGIES
The Company may enter into other short- or long-term investment strategies as
the opportunities arise. With the December 1998 sale of its mortgage banking
operations, and reduced mortgage asset holdings, the Company entered 1999 with
substantial liquidity. The Company is evaluating a number of opportunities to
acquire or make strategic investments in a variety of real estate-related
investments and entities, although there can be no assurance that the Company
will make any such investments.
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 FNMA and FHLMC with respect to
servicing and originating mortgage loans. In addition, there are other federal
and state statutes and regulations affecting such activities. Moreover, the
Company has been required to annually submit audited financial statements to
FNMA and FHLMC, and each regulatory entity has its own financial requirements.
The mortgage banking operation's affairs have also been subject to examination
by FNMA and FHLMC at all times to assure compliance with applicable regulations,
policies and procedures. Many of the aforementioned regulatory requirements are
designed to protect the interests of consumers, while others protect the owners
or insurers of mortgage loans. Failure to comply with these requirements can
lead to loss of approved status, termination of servicing contracts without
compensation to the servicer, demands for indemnification or loan repurchases,
class action lawsuits and administrative enforcement actions.
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EMPLOYEES
As of December 31, 1998, the Company had 22 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 1998, no distributions were
characterized as capital gains due to capital losses realized on the sale of
mortgage assets this year. Capstead REIT has substantial capital loss
carryforwards that will in all likelihood eliminate the potential for capital
gain distributions through the year 2004 when remaining capital loss
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 90.5 percent, 8.6
percent and 0.9 percent of the preferred stock distributions were characterized
as ordinary income, medium-term capital gain and long-term capital gain,
respectively. 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.
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.
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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 date 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. RESULTS OF 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 is included in the Registrant's Annual
Report to Stockholders for the year ended December 31, 1998 on page 28 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, 1998 on page 29 under the
caption "Selected Financial Data," and is incorporated herein by reference,
pursuant to General Instruction G(2).
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, 1998 on pages 30 through
42 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, 1998 on pages 3 through
28, and is incorporated herein by reference, pursuant to General Instruction
G(2).
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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 1999
definitive Proxy Statement on pages 3 through 6 under the captions "Election of
Directors," "Board of Directors" and "Executive Officers," 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 1999
definitive Proxy Statement on pages 7 through 14 under the captions "Executive
Compensation," "Compensation Committee Report on Executive Compensation," and
"Performance Graph," which is 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 1999
definitive Proxy Statement on pages 16 and 17 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.
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 1998 Annual Report to Stockholders,
are incorporated herein by reference:
PAGE
----
Consolidated Statement of Operations -
Three Years Ended December 31, 1998........................................... *
Consolidated Balance Sheet - December 31, 1998 and 1997......................... *
Consolidated Statement of Stockholders' Equity -
Three Years Ended December 31, 1998........................................... *
Consolidated Statement of Cash Flows -
Three Years Ended December 31, 1998........................................... *
Notes to Consolidated Financial Statements - December 31, 1998.................. *
NOTE: 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, 1998.
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PART IV
ITEM 14. -- CONTINUED
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)
3.1(a) Charter of the Company, which includes Articles of
Incorporation, Articles Supplementary for each
outstanding Series of Preferred Stock and all
other amendments to such Articles of
Incorporation(4)
3.1(b) Articles Supplementary ($1.26 Cumulative
Convertible Preferred Stock, Series B)(3)
3.2 Bylaws of the Company, as amended(4)
10.21 1990 Employee Stock Option Plan(1)
10.22 1990 Directors' Stock Option Plan(2) Employment
Agreement dated August 1, 1992 between Capstead
Mortgage Corporation
10.23 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)
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8
PART IV
ITEM 14. -- CONTINUED
3. Exhibits (continued):
Exhibit
Number Item
------ ----
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)
11 Computation of per share earnings*
12 Computation of ratio of earnings to combined fixed charges and
preferred stock dividends*
13 Portions of the Annual Report to Stockholders of the Company
for the year ended December 31, 1998*
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
* Filed herewith
(b) Reports on Form 8-K:
Current Report on Form 8-K and Amendment No. 1 to Current Report on Form
8-K both dated December 31, 1998 to file the following:
Exhibit 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.
Exhibit 10.33 - Purchase and Sale Agreement dated as of November 30, 1998
by and among Capstead Inc. and GMAC Mortgage Corporation.
Item 7. - Unaudited Pro Forma Financial Data - Unaudited Pro Forma
Condensed Statement of Operations for the Year Ended December 31, 1998.
(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 29, 1999 By: /s/ ANDREW F. JACOBS
------------------------------
Andrew F. Jacobs
Executive Vice President - Finance,
Treasurer and Secretary
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 29, 1999
- ------------------------- Officer and Director
(Ronn K. Lytle)
/s/ ANDREW F. JACOBS Executive Vice President - March 29, 1999
- ------------------------- Finance, Treasurer
(Andrew F. Jacobs) and Secretary
/s/ BEVIS LONGSTRETH Director March 29, 1999
- -------------------------
(Bevis Longstreth)
/s/ PAUL M. LOW Director March 29, 1999
- -------------------------
(Paul M. Low)
/s/ HARRIET E. MIERS Director March 29, 1999
- -------------------------
(Harriet E. Miers)
/s/ WILLIAM R. SMITH Director March 29, 1999
- -------------------------
(William R. Smith)
/s/ JOHN C. TOLLESON Director March 29, 1999
- -------------------------
(John C. Tolleson)
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INDEX TO EXHIBITS
Exhibit
Number Item
------ ----
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 each outstanding Series of Preferred
Stock and all other amendments to such Articles of
Incorporation(4)
3.1(b) Articles Supplementary ($1.26 Cumulative Convertible Preferred
Stock, Series B)(3)
3.2 Bylaws of the Company, as amended(4)
10.21 1990 Employee Stock Option Plan(1)
10.22 1990 Directors' Stock Option Plan(2) Employment Agreement dated
August 1, 1992 between Capstead Mortgage Corporation
10.23 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)
11
Exhibit
Number Item
------ ----
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)
11 Computation of per share earnings*
12 Computation of ratio of earnings to combined fixed charges and
preferred stock dividends*
13 Portions of the Annual Report to Stockholders of the Company for
the year ended December 31, 1998*
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
* Filed herewith