1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)15(d) OF THE SECURITIES
- ------------ EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED: DECEMBER 31, 20002001
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)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 NORTH 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 15, 20018, 2002 THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY
NONAFFILIATES WAS $227,415,000.$174,762,000.
NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AT MARCH 15, 2001: 25,282,4728, 2002: 13,862,929
DOCUMENTS INCORPORATED BY REFERENCE:
(1) PORTIONS OF THE REGISTRANT'S ANNUAL REPORT TO STOCKHOLDERS FOR THE YEAR
ENDED DECEMBER 31, 20002001 ARE INCORPORATED BY REFERENCE INTO PARTS II AND IV.
(2) PORTIONS OF THE REGISTRANT'S DEFINITIVE PROXY STATEMENT, ISSUED IN
CONNECTION WITH THE 20012002 ANNUAL MEETING OF STOCKHOLDERS OF THE REGISTRANT,
ARE INCORPORATED BY REFERENCE INTO PART III.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------================================================================================
2
CAPSTEAD MORTGAGE CORPORATION
20002001 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
PART I
PAGE
----
ITEM 1. BUSINESS...................................................BUSINESS............................................................................ 1
ITEM 2. PROPERTIES.................................................PROPERTIES.......................................................................... 3
ITEM 3. LEGAL PROCEEDINGS..........................................PROCEEDINGS................................................................... 3
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS........HOLDERS................................. 3
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS..........................MATTERS................................................... 3
ITEM 6. SELECTED FINANCIAL DATA....................................DATA............................................................. 3
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS......................OPERATIONS............................................... 3
ITEM 7.a. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK........................................RISK................................................................. 4
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA................DATA......................................... 4
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE......................DISCLOSURE............................................... 4
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.........REGISTRANT.................................. 4
ITEM 11. EXECUTIVE COMPENSATION.....................................COMPENSATION.............................................................. 4
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT....................................MANAGEMENT............................................................. 4
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.............TRANSACTIONS...................................... 4
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K......................................8-K............................................................... 5
3
PART I
ITEM 1. BUSINESS.
Capstead Mortgage Corporation ("Capstead," the "Company" or the "Registrant")
was incorporated on April 15, 1985 in Maryland and commenced operations in
September 1985. Capstead is a mortgage investment firm operatingoperates as a real estate investment trust ("REIT")
that earnsearning income from investing in mortgagereal estate-related 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 ofThese investments currently include, but are
not limited to, adjustable-rate single-family residential mortgage-backed
securities issued by government-sponsored entities, either Fannie Mae, Freddie
Mac or Ginnie Mae ("Agency Securities"). With the election of a new Board of DirectorsCapstead has also made limited
investments in April 2000, the Company
modified its investment strategy to focus on adjustable-rate and short-maturity
assets, including, but not limited to, adjustable-rate Agency Securities and credit-sensitive commercial and residential mortgage assets. By focusing onThe Company
continues to evaluate suitable real estate-related investments, which may
include more credit-sensitive assets that adjustcan earn attractive returns due
largely to a more current interest rate within onehigher risk of default and reduced liquidity compared to twelve
months, this investment strategy is intended to help preserve capital and
stabilize earnings prospectsAgency
Securities. Capstead believes that such investments, when combined with the
prudent use of leverage, can provide attractive returns over the long term.term with
less sensitivity to changes in interest rates.
Capstead's portfolios declined during 2001 primarily because of high levels of
mortgage prepayments. To the extent proceeds of runoff or asset sales are not
reinvested, or cannot be reinvested, at a rate of return at least equal to the
rate previously earned on that capital, earnings may decline. The future size
and composition of Capstead's investment portfolios will depend on market
conditions, including levels of mortgage prepayments and the availability on a
timely basis of suitable investments at attractive pricing.
For further discussion of the Company's business and financial condition, see
the Registrant's Annual Report to Stockholders for the year ended December 31,
20002001 on pages 27 through 32.
EFFECTS OF INTEREST RATE CHANGES AND INTEREST RATE SENSITIVITY
For discussion of effects of interest rate changes on the Company's mortgage
asset portfolios,Company, see the
Registrant's Annual Report to Stockholders for the year ended December 31, 20002001
on pages 36 through 38.
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, 20002001
on pages 38 and 39.
OTHER INVESTMENT STRATEGIES
The Company may enter into other short- or long-term investment strategies as
the opportunities arise.
COMPETITION
In purchasing real estate-related mortgage assets, the Company competes with
other REITs, 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 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
1
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.
1
4
EMPLOYEES
As of December 31, 2000,2001, the Company had 1716 full-time employees.
TAX STATUS
As used herein, "Capstead REIT" refers to Capstead and the entities that are
consolidated with Capstead 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% (90% for years after 2000)90% 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 Capstead REIT'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 2000, 70.4% and 29.6% of the common stock distributions were characterized
as ordinary income and nontaxable return of capital, respectively, while 100% of
the preferred stock distributions were characterized as ordinary income.
For 1999, 100% 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 and
2000. The resulting unused capital loss carryforwards of $331 million as of
December 31, 2000, will in all likelihood eliminate the potential for capital
gain distributions through the year 2005 when these carryforwards expire. During
1998, 92.0% and 8.0% of the common stock distributions were characterized as
ordinary income and nontaxable return of capital, respectively, while 100% of
the preferred stock distributions were characterized as ordinary income.
Distributions by the Company will not 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.
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 the last five years, 100% of the preferred stock
distributions were characterized as ordinary income. For information regarding
the characterization of common dividend distributions for the last five years,
see the Registrants' Annual Report to Stockholders for the year ended December
31, 2001 on Page 32.
Capstead REIT realized substantial capital losses on the sale of mortgage assets
in 1998 and 2000. The resulting unused capital loss carryforwards of $330
million as of December 31, 2001, will in all likelihood eliminate the potential
for capital gain distributions through the year 2005 when these carryforwards
expire.
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.
These non-REIT subsidiaries had net operating loss carryforwards of $7.1$6.6 million
as of December 31, 20002001 and sufficient alternative minimum tax credit
carryforwards to offset the payment of federal income taxes on $5.0 million of
future taxable income, if any, earned by these subsidiaries. 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.
2
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.
2
5
ITEM 2. PROPERTIES.
The Company's operations are conducted in Dallas, Texas in an office leased by
the Company.
ITEM 3. LEGAL PROCEEDINGS.
During 1998, twenty-four purported class action lawsuits were filed against the
Company and certain of its officers alleging, 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.business. In March 1999 these actions were consolidated
and in July 2000 the court appointed a lead plaintiff group was appointed by the
court.group. An amended
complaint was filed in October 20, 2000. OnThe amended complaint claims that as a
result of alleged improper actions, the market prices of the Company's equity
securities were artificially inflated during the period between April 17, 1997
and June 26, 1998. The amended complaint seeks monetary damages in an
undetermined amount. In February 20, 2001 the Company responded to this amended
complaint.complaint with a motion to dismiss all allegations against the Company and the
named officers. In April 2001 the plaintiffs responded to the Company's motion
to dismiss and the Company filed its reply to the plaintiffs' response in May
2001. The Company believes it has meritorious defenses to the claims and intends
to vigorously defend the actions. Based on available information, management
believes the resolution of these suits will not have a material adverse effect
on the financial position of the Company.
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, 2000 on pages 19
and 20 under the caption "Note 11 - Stockholders' Equity and Preferred Stock
Subject to Repurchase," and page 27 under the caption "Election of New
Leadership and Relationship with Fortress Investment Group LLC," 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, 20002001
on page 25 under the caption "Note 1716 - 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 yearfive years ended December 31, 20002001 on page 26
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, 20002001 on pages 27 through
3940 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).
3
6
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, 20002001 on pages 27 through
3940 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, 20002001 on pages 3 through
25, 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 20012002
definitive Proxy Statement on pages 4 through 6 under the captions "Election of
Directors," on page 9 under the caption "Executive Officers," and on page 1918
under the caption "Compliance with Section 16(a) of the Securities Exchange Act
of 1934," all of which are 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 20012002
definitive Proxy Statement on pages 10 through 12and 11 under the caption "Executive
Compensation," 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 20012002
definitive Proxy Statement on pages 1817 and 1918 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.
The information required by this item is included in the Registrant's 20012002
definitive Proxy Statement on page 2019 under the caption "Certain Relationships
and Related Transactions," which is incorporated herein by reference pursuant to
General Instruction G(3).
4
7
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 20002001 Annual Report to Stockholders, are
incorporated herein by reference:
PAGE
----
Consolidated Statements of Operations ---
Three Years Ended December 31, 2000...........................2001................................................. *
Consolidated Balance Sheets --- December 31, 20002001 and 1999........2000............................. *
Consolidated Statements of Stockholders' Equity and Preferred Stock
Subject to Repurchase --- Three Years Ended December 31, 2000..........................................................2001........................ *
Consolidated Statements of Cash Flows ---
Three Years Ended December 31, 2000...........................2001................................................. *
Notes to Consolidated Financial Statements --- December 31, 2000..2001....................... *
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, 2000,2001, filed
herewith as Exhibit 13.
3. Exhibits:
EXHIBIT
NUMBER
-------
2.1 Asset Purchase Agreement by and among Capstead, Capstead
Holdings, Inc. and Capstead Inc. and Homecomings Financial
Network, Inc.(8)
3.1(a) Charter, including 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)(9)
3.1(d) Articles Supplementary ($0.40 Cumulative Convertible
Preferred Stock, Series D)(9)
3.2 Bylaws, as amended(4)
10.21 1990 Employee Stock Option Plan(1)
10.22 1990 Directors' Stock Option Plan(2)
10.23 Employment Agreement between the Company and Ronn K.
Lytle(3)
10.24 Restricted Stock Grant Agreement between Capstead 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 Deferred Compensation Plan(5)
10.29 Incentive Bonus Plan(6)
10.30 Amendment to the 1994 Flexible Long Term Incentive Plan(6)
10.31 Amendment No. 1 to the Employment Agreement dated between
Capstead and Ronn K. Lytle(7)
EXHIBIT
NUMBER
1.1 Underwriting Agreement dated November 26, 2001 by and between
Fortress and Bear, Stearns & Co. Inc. to sell 1,000,000 shares
Capstead common stock held by Fortress(5)
1.2 Sales Agreement dated August 20, 2001 by and between Capstead and
RCG Equity Finance, a division of Ramius Securities, LLC, for the
issuance of up to 875,000 common shares and 1,000,000 Series B
preferred shares(7)
3.1 Charter, including Articles of Incorporation, Articles
Supplementary for each series of preferred stock and all other
amendments to such Articles of Incorporation(5)
3.2 Amended and Restated Bylaws(5)
10.01 1990 Directors' Stock Option Plan(1)
10.02 1994 Flexible Long-Term Incentive Plan, as amended*
10.03 1994 Capstead Inc. Restricted Stock Plan(2)
10.04 Deferred Compensation Plan(2)
10.05 1996 Incentive Bonus Plan, as amended(6)
5
8
PART IV
ITEM 14. -- CONTINUED
3. Exhibits (continued):
EXHIBIT
NUMBER
-------
10.32 1997 Flexible Long Term Incentive Plan(7)
10.33 Purchase and Sale Agreement between Capstead Inc. and GMAC
Mortgage Corporation(8)
10.34 Series C and Series D Convertible Preferred Stock Purchase
Agreement between Capstead and Fortress Investment Corp(9)
10.35 Supplemental Agreement between Capstead and Fortress
Investment Corp(9)
10.36 Registration Rights Agreement between Capstead and Fortress
Investment Corp(9)
10.37 Form of Amendment No.1 to the Supplemental Agreement to
the Stock Purchase Agreement between Capstead and Fortress
Cap LLC(10)
10.38 Management Contract between Capstead and Fortress Registered
Investment Trust*
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, 2000*EXHIBIT
NUMBER
10.06 1997 Flexible Long Term Incentive Plan(3)
10.07 Registration Rights Agreement between Capstead and Fortress(4)
10.08 Management Contract between Capstead and Fortress, as amended*
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, 2001*
21 List of subsidiaries of the Company*
23 Consent of Ernst & Young LLP, Independent Auditors*
(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)(2) Incorporated by reference to the Company's Annual Report on Form
10-K for the year ended December 31, 1994
(6)(3) Incorporated by reference to the Company's Quarterly Report on Form
10-Q for the quarterly
period ended March 31, 1996
(7) Incorporated by reference to the Company's 10-Q for the quarterly period ended March 31, 1997
(8)(4) Incorporated by reference to the Company's Current Report ofon Form
8-K dated December 31, 1998
(9)15, 1999
(5) Incorporated by reference to the Company's Current Report ofRegistration Statement on
Form 8-KS-3 (No. 333-63358) dated December 15, 1999
(10)June 19, 2001
(6) Incorporated by reference to the Company's CurrentQuarterly Report ofon Form
8-K10-Q for the period ended June 30, 2001
(7) Incorporated by reference to the Company's Registration Statement on
Form S-3 (No. 333-68424) dated February 2, 2000August 27, 2001
* Filed herewith
(b) Reports on Form 8-K:
None.Current report on Form 8-K dated November 28, 2001 to file the
Underwriting Agreement dated November 26, 2001 by and between Fortress
and Bear, Stearns & Co. Inc. to sell 1,000,000 shares of Capstead
common stock held by Fortress and to amend and restate a portion of the
related core prospectus entitled "Description of the Securities --
Special Statutory Requirements for Certain Transactions."
(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.
6
9
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 15, 200118, 2002 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/ WESLEY R. EDENS Chairman, Chief Executive March 15, 200118, 2002
- ---------------------------------------------------------------- Officer and Director
(Wesley R. Edens)
/s/ ANDREW F. JACOBS Executive Vice President -- March 18, 2002
- March 15, 2001
- ---------------------------------------------------------------- Finance
(Andrew F. Jacobs)
/s/ ROBERT I. KAUFFMAN Director March 15, 200118, 2002
- ----------------------------------------------------------------
(Robert I. Kauffman)
/s/ PAUL M. LOW Director March 14, 20012002
- ----------------------------------------------------------------
(Paul M. Low)
/s/ RONN K. LYTLE Vice Chairman and Director March 9, 200115, 2002
- ----------------------------------------------------------------
(Ronn K. Lytle)
/s/ MICHAEL G. O'NEIL Director March 14, 200115, 2002
- ----------------------------------------------------------------
(Michael G. O'Neil)
/s/ HOWARD RUBIN Director March 15, 200114, 2002
- ----------------------------------------------------------------
(Howard Rubin)
/s/ MARK S. WHITING Director March 15, 20012002
- ----------------------------------------------------------------
(Mark S. Whiting)
7
10
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------------- -----------
2.1 Asset Purchase1.1 Underwriting Agreement dated November 26, 2001 by and amongbetween Fortress and Bear, Stearns & Co. Inc. to
sell 1,000,000 shares Capstead common stock held by Fortress(5)
1.2 Sales Agreement dated August 20, 2001 by and between Capstead Holdings,
Inc. and Capstead Inc.RCG Equity Finance, a division of
Ramius Securities, LLC, for the issuance of up to 875,000 common shares and Homecomings Financial Network, Inc.(8)
3.1(a)1,000,000 Series B preferred
shares(7)
3.1 Charter, including Articles of Incorporation, Articles Supplementary for $1.60 Cumulative Preferred Stock, Series A,each 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)
3.1(c) Articles Supplementary ($0.56 Cumulative Convertible Preferred Stock,
Series C)(9)
3.1(d) Articles Supplementary ($0.40 Cumulative Convertible Preferred Stock,
Series D)(9)Incorporation(5)
3.2 Bylaws, as amended(4)
10.21 1990 Employee Stock Option Plan(1)
10.22Amended and Restated Bylaws(5)
10.01 1990 Directors' Stock Option Plan(2)
10.23 Employment Agreement between the Company and Ronn K. Lytle(3)
10.24 Restricted Stock Grant Agreement between Capstead and Ronn K.
Lytle(3)
10.25Plan(1)
10.02 1994 Flexible Long TermLong-Term Incentive Plan(5)
10.26Plan, as amended*
10.03 1994 Capstead Inc. Restricted Stock Plan(5)
10.27Plan(2)
10.04 Deferred Compensation Plan(5)
10.29Plan(2)
10.05 1996 Incentive Bonus Plan(6)
10.30 Amendment to the 1994 Flexible Long Term Incentive Plan(6)
10.31 Amendment No. 1 to the Employment Agreement between Capstead and
Ronn K. Lytle(7)
10.32Plan, as amended(6)
10.06 1997 Flexible Long Term Incentive Plan(7)
10.33 Purchase and Sale Agreement between Capstead Inc. and GMAC Mortgage
Corporation(8)
10.34 Series C and Series D Convertible Preferred Stock Purchase Agreement
between Capstead and Fortress Investment Corp(9)
10.35 Supplemental Agreement between Capstead and Fortress Investment
Corp(9)
10.36Plan(3)
10.07 Registration Rights Agreement between Capstead and Fortress
Investment Corp(9)
10.37 Form of Amendment No. 1 to the Supplemental Agreement to the Stock
Purchase Agreement between Capstead and Fortress Cap LLC(10)
10.38Fortress(4)
10.08 Management Contract between Capstead and Fortress, Registered
Investment Trust*as amended*
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, 2000*2001*
21 List of subsidiaries of the Company*
23 Consent of Ernst & Young LLP, Independent Auditors*
(1) Incorporated by reference to the Company's Registration Statement on
Form S-8 (No. 33-40016)33-40017) 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)(3) Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the quarterly
period ended March 31, 1996
(7) Incorporated by reference to the Company's 10-Q for the quarterly period ended March 31, 1997
(8)(4) Incorporated by reference to the Company's Current Report ofon Form 8-K
dated December 31, 1998
(9)15, 1999
(5) Incorporated by reference to the Company's Current Report ofRegistration Statement on
Form 8-KS-3 (No. 333-63358) dated December 15, 1999
(10)June 19, 2001
(6) Incorporated by reference to the Company's CurrentQuarterly Report ofon Form 8-K10-Q
for the period ended June 30, 2001
(7) Incorporated by reference to the Company's Registration Statement on
Form S-3 (No. 333-68424) dated February 2, 2000August 27, 2001
* Filed herewith
8