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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.________)*
North American Mortgage Company
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
657037107
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(CUSIP Number)
Ronn K. Lytle, 2001 Bryan Tower, Suite 3300, Dallas, Texas 75201
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 28, 1994
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [X]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP NO. 657037107
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
CAPSTEAD MORTGAGE CORPORATION
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
MARYLAND
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SOLE VOTING POWER
7
NUMBER OF 800,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 800,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
800,000
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
5.06%
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TYPE OF REPORTING PERSON
14
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
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ORIGINAL REPORT ON SCHEDULE 13D
Item 1. Security and Issuer
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This statement relates to the shares of common stock, par value $.01 per share
(the "Common Stock"), of North American Mortgage Company, a Delaware
corporation (the "Company"), which has its principal executive offices at 3883
Airway Drive, Santa Rosa, California 95403-1699.
Item 2. Identity and Background
-----------------------
This statement is filed by Capstead Mortgage Corporation, a Maryland
corporation (the "Reporting Person"), whose principal business address is 2001
Bryan Tower, Suite 3300, Dallas, Texas 75201. The Reporting Person, together
with certain affiliated entities, operates a mortgage conduit which purchases,
securitizes and services different types of single-family residential mortgage
loans.
During the last five years, the Reporting Person has not been convicted in any
criminal proceeding and was not and is not subject to any judgment, decree or
final order as a result of any civil proceeding, enjoining future violations of,
or prohibiting or mandating activities subject to, Federal or State securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
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The aggregate cost of the 800,000 shares of Common Stock acquired directly
by the Reporting Person and reported in Item 5 of this Report was approximately
$17,755,544 (excluding all brokerage commissions), the source of which was
general working capital of the Reporting Person.
Item 4. Purpose of Transaction
----------------------
The shares of Common Stock purchased by the Reporting Person have been acquired
for investment purposes. The Board of Directors of the Reporting Person has
authorized the Reporting Person to acquire up to 9.5% of the outstanding Common
Stock for investment purposes, subject to compliance with applicable law and
depending on the Reporting Person's evaluation of: the Company's business,
prospects and financial condition; the market for the shares of Common Stock;
other opportunities available to the Reporting Person; prospects for the
Reporting Person's own business; general economic conditions; money and stock
market conditions; and other future developments. Such shares may be purchased
in the open market, in privately negotiated transactions, or a combination of
both. Depending on the same factors, the Reporting Person may decide to sell all
or part of its investment in such shares.
In the event of the acquisition by the Reporting Person and/or one or more of
its qualified real estate investment trust ("REIT") subsidiaries of more than
10.0% of the Common Stock, the Reporting Person could lose its REIT status for
federal income tax purposes. It is possible that a subsidiary of the Reporting
Person that is not a qualified REIT subsidiary for federal income tax purposes
or an affiliate of the Reporting Person could acquire such amount of shares
without having such tax effect on the Reporting Person. Neither the Reporting
Person nor any of its affiliates has current plans or
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proposals for any such acquisition, although the Reporting Person intends
continually to evaluate all of its available options based upon the factors set
forth above.
Subject to the factors set forth above, the Reporting Person might decide
in the future that it would be desirable to acquire additional shares of Common
Stock, to seek to influence the management and policies of the Company or to
seek representation on the Board of Directors of the Company; however, the
Reporting Person's Board of Directors has not, through the date hereof,
specifically authorized any such actions.
Except as set forth in this Item 4, neither the Reporting Person, nor to
the best knowledge of the Reporting Person, any of its executive officers or
directors, has any plans or proposals that relate to or would result in any of
the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
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(a) & (b)
<TABLE>
<CAPTION>
Number of Shares Percent
Reporting Person Beneficially Owned (1) of Class (2)
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<S> <C> <C>
Capstead Mortgage Corporation 800,000 5.06%
</TABLE>
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(1) The Reporting Person retains the sole right of voting and disposition with
respect to such Shares.
(2) Based on 15,825,086 Shares outstanding, as reported in the Company's Annual
Report on Form 10-K for the year ended December 31, 1993.
(c) Certain information concerning transactions in shares of Common Stock
effected by the Reporting Person since February 1, 1994 is set forth on
Schedule I hereto, which is incorporated herein by reference. Except as set
forth on Schedule I, no transactions in such shares were effected since February
1, 1994 by the Reporting Person.
(d) The Reporting Person beneficially owns no shares of Common Stock of the
Company except as set forth above. No person other than the Reporting Person
has the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the shares of Common Stock beneficially
owned by the Reporting Person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect
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to Securities of the Issuer
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The Reporting Person has no contracts, arrangements, understandings or
relationships (legal or otherwise) with respect to any securities of the
Company, including but not limited to, transfer or voting of any of such
securities, finders' fees, joint ventures, loan or option agreements, puts or
calls, guarantees of profits, division of profits or losses, or the giving or
withholding of proxies.
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Item. 7. Material to be filed as Exhibits
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1. Press Release of the Reporting Person dated May 2, 1994.
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SIGNATURE
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After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: May 2, 1994
CAPSTEAD MORTGAGE CORPORATION
/s/ Andrew F. Jacobs
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By: Andrew F. Jacobs, Senior Vice
President-Control and Treasurer
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SCHEDULE I
<TABLE>
<CAPTION>
Transaction Settlement Number of Price Per
Date Date Shares Share(1)
------------- ---------- --------- ------------
<S> <C> <C> <C>
02/24/94 03/03/94 22,500 $22.0230
02/28/94 03/07/94 15,000 22.3330
03/01/94 03/08/94 15,000 21.9580
03/02/94 03/09/94 10,000 21.1937
03/04/94 03/11/94 8,400 21.5833
03/07/94 03/14/94 10,000 21.9375
03/11/94 03/18/94 5,000 21.8750
03/14/94 03/21/94 10,000 22.3750
03/15/94 03/22/94 10,500 22.6190
03/22/94 03/29/94 33,600 22.0000
03/23/94 03/30/94 5,400 22.0000
03/24/94 03/31/94 18,600 22.0980
03/29/94 04/06/94 46,000 22.7201
03/30/94 04/07/94 17,900 21.8750
03/31/94 04/08/94 48,300 21.7412
04/05/94 04/12/94 150,000 21.5000
04/11/94 04/18/94 53,500 22.1963
04/12/94 04/19/94 65,300 22.2464
04/13/94 04/20/94 65,000 22.2212
04/14/94 04/21/94 85,000 21.8579
04/15/94 04/22/94 10,000 21.8750
04/19/94 04/26/94 15,000 22.7500
04/20/94 04/27/94 15,200 22.7500
04/21/94 04/28/94 24,800 22.7298
04/28/94 05/05/94 40,000 25.4906
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TOTAL 800,000
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</TABLE>
_____________________
(1) Shares purchased through New York Stock Exchange brokerage transactions;
price is the weighted average price per share of all shares purchased on
such date, exclusive of brokerage commissions and handling fees.
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EXHIBIT 1
Press Release of the Reporting Person
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FOR IMMEDIATE RELEASE
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CONTACT: Ronn K. Lytle
214/999-2301
Andrew F. Jacobs
214/999-2350
CAPSTEAD MORTGAGE CORPORATION
ANNOUNCES 13D FILING
DALLAS--May 2, 1994--Capstead Mortgage Corporation (NYSE: CMO) announced
today that it has filed a report on Schedule 13D with the Securities and
Exchange Commission showing ownership by Capstead of 800,000 shares of the
common stock of North American Mortgage Company (NYSE: NAC), constituting
approximately 5.06 percent of the outstanding shares of such stock. Capstead
acquired such shares for investment purposes.
Capstead's Board of Directors has authorized the acquisition of up to 9.5%
of the outstanding common stock of North American for investment purposes,
subject to compliance with applicable law and depending on Capstead's evaluation
of: North American's business, prospects and financial condition; the market for
the shares of North American's common stock; other opportunities available to
Capstead; prospects for Capstead's own business; general economic conditions;
money and stock market conditions; and other future developments. Depending on
the same factors, Capstead may decide to sell all or part of its investment in
its shares of North American.
Capstead Mortgage Corporation, a national mortgage banking firm based in
Dallas, Texas, with assets of approximately $7.0 billion, purchases single-
family mortgage loans and earns income from servicing and investing in mortgage
loans, buying and selling of mortgage-backed securities and other investment
strategies.
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North American Mortgage Company, located in Santa Rosa, California, is
engaged primarily in the mortgage banking business and, accordingly, originates,
acquires, sells and services mortgage loans that are principally first-lien
mortgage loans secured by single family residences.
