<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 25, 1994
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
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.)
2001 BRYAN TOWER
SUITE 3300
DALLAS, TEXAS 75201
(214) 999-2323
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
ANDREW F. JACOBS
2001 BRYAN TOWER
SUITE 3300
DALLAS, TEXAS 75201
(214) 999-2350
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
----------------
THE COMMISSION IS REQUESTED TO SEND COPIES OF ALL COMMUNICATIONS TO:
DAVID BARBOUR
ANDREWS & KURTH L.L.P.
4400 THANKSGIVING TOWER
DALLAS, TEXAS 75201
(214) 979-4400
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
reinvestment plans, please check the following box. [X]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------
PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES BEING OFFERING PRICE PROPOSEDAGGREGATE REGISTRATION
BEING REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE (1) FEE
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 1,000,000
$.01 per share.................. shares $40.1875 $40,187,500 $13,857.74
- -----------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c). Based upon the average of the high and low prices
reported on the New York Stock Exchange composite tape for the February 24,
1994 trading day.
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PROSPECTUS
- ----------
CAPSTEAD MORTGAGE CORPORATION
STOCKHOLDER INVESTMENT PROGRAM
Capstead Mortgage Corporation ("Capstead" or the "Company") hereby offers
participation in its Stockholder Investment Program (the "Program"). The
Program is designed to provide investors with a convenient and economical way
to purchase shares of the Company's Common Stock, par value $.01 per share
("Common Stock"), and to reinvest all or a portion of their cash dividends in
additional shares of Common Stock, in most cases at a discount to the market
price. Participants in the Program and interested investors may:
. Automatically reinvest cash dividends on all or a portion of their shares.
. Invest by making optional cash payments at any time up to a maximum of
$10,000 per month, regardless of whether the Participants' dividends are
being reinvested.
. Make an initial cash investment up to a maximum of $10,000.
To fulfill Program requirements, shares of Common Stock may be purchased in
the open market or in privately negotiated transactions, or from the Company.
Shares purchased in the open market or in privately negotiated transactions
will be credited to participant accounts at the average price per share of all
shares purchased with respect to the relevant Investment Date. As of the date
of this prospectus, the price of any shares purchased from the Company will be
at a 3% discount to the closing sale price of Common Stock as reported on the
New York Stock Exchange consolidated tape on the first day preceding the date
of the transaction on which the New York Stock Exchange is open for trading. At
present, it is expected that such shares will be purchased from the Company.
The closing price of the Common Stock on February 24, 1994, as shown on the
New York Stock Exchange consolidated tape, was $40 per share.
This Prospectus relates to 1,000,000 shares of Common Stock offered for
purchase under the Program.
Shareholders who do not choose to participate in the Program will continue to
receive cash dividends, as declared, in the usual manner.
To the extent required by applicable law in certain jurisdictions, shares
offered under the Program to persons not presently shareholders of Capstead are
offered through Merrill Lynch, Pierce, Fenner & Smith Incorporated.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
----------------
, 1994
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports, proxy statements, and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements, and
other information can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C., and at the Commission's regional offices at 7 World Trade Center, 13th
Floor, New York, New York 10048, and 14th Floor, 500 West Madison Street,
Chicago, Illinois 60661. Copies of such material can also be obtained from the
Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. Such reports, proxy statements, and other
information can also be inspected at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York, on which the Common Stock
is listed.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents heretofore filed by the Company with the Commission
are incorporated herein by reference:
1. Annual Report on Form 10-K for the year ended December 31, 1992.
2. The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 1993, June 30, 1993 and September 30, 1993.
3. The description of the Common Stock contained in the Company's
Registration Statement on Form S-3 filed on May 6, 1993.
In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus, and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed incorporated
by reference in this Prospectus and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be modified or superseded for
purposes of this Prospectus to the extent that a statement contained in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request of such person, a copy of any or all of the documents incorporated
herein by reference, other than exhibits to such documents. Requests for such
copies should be directed to Capstead Mortgage Corporation, 2001 Bryan Tower,
Suite 3300, Dallas, Texas 75201, Attention: Treasurer. Capstead's telephone
number is (214) 999-2323.
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED
THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
2
<PAGE>
CAPSTEAD MORTGAGE CORPORATION STOCKHOLDER INVESTMENT PROGRAM
The following is a complete statement of the Program.
PURPOSE
The purpose of the Program is to provide shareholders and other investors
with a convenient and economical way to purchase shares of Common Stock and to
reinvest all or a portion of their cash dividends in additional shares of
Common Stock.
ADVANTAGES
. Shares purchased from the Company under the Program will be issued
commission free and at a discount to the market price. As of the date of
the prospectus the discount is 3%. If it is determined that shares of
Common Stock to be purchased under the Program will be made in the open
market instead of directly from the Company, the Participants will not
pay any brokerage fees or commissions on open market purchases of Common
Stock in connection with the reinvestment of dividends. However,
participants will pay a pro rata portion of brokerage fees and
commissions on open market purchases of Common Stock in connection with
optional cash investments and initial investments.
. In addition to reinvestment of dividends, participants may invest
additional funds in Common Stock through optional cash investments of not
less than $50 and not more than $10,000 per month. Optional investments
may be made by check, money order, wire transfer, electronic funds
transfer from a predesignated bank account, or, for eligible Capstead
employees, payroll deduction. Optional investments may be made
occasionally or at regular intervals, as the participant desires.
Participants may make optional investments even if dividends on their
shares of Common Stock are not being reinvested.
. Persons not presently owning shares of Common Stock may become
participants by making an initial cash investment of not less than $250
and not more than $10,000 to purchase shares under the Program.
. Funds invested in the Program are fully invested through the purchase of
fractions of shares, as well as full shares, and proportionate cash
dividends on fractions of shares are used to purchase additional shares.
. Participants may direct the Program Administrator to transfer, at any
time and at no cost to the participant, all or a portion of the
participant's Program shares to a Program account for another person.
. The Program offers a "share safekeeping" service whereby participants may
deposit their Common Stock certificates with the Program Administrator
and have their ownership of such Common Stock maintained on the
Administrator's records as part of their Program account.
. Statements are mailed to each participant listing all transactions in the
participant's account. Each statement will reflect all account activity
for the year.
ADMINISTRATION
Society National Bank (the "Administrator") will administer the Program,
purchase and hold shares of Common Stock acquired under the Program, keep
records, send statements of account activity to participants, and perform other
duties related to the Program. Participants may contact the Administrator by
writing to:
Society National Bank
c/o Society Shareholder Services, Inc.
1201 Elm Street, 32nd Floor
Dallas, Texas 75270-2124
3
<PAGE>
or by telephoning the Administrator toll free at (800) 527-7844 between 9 a.m.
and 5 p.m. Central time. Written communications may also be sent to the
Administrator by telefax. Participants should contact the Administrator for
current telefax numbers.
The Administrator also currently serves as transfer agent and dividend paying
agent for the Company and may have other business relationships with the
Company from time to time.
PARTICIPATION
Any person or entity, whether or not a holder of record of shares of Common
Stock, is eligible to participate in the Program, provided that such person or
entity fulfills the prerequisites for participation described below under
"Enrollment Procedures".
ENROLLMENT PROCEDURES
After being furnished a copy of this prospectus:
(a) stockholders of record (shares registered directly with the Company's
transfer agent) may become a participant by delivering a completed
Enrollment Form to the Administrator.
(b) beneficial owners (shares held in a name other than their own) are
eligible to participate in the reinvestment of dividends, however, such
beneficial owner should consult their broker or nominee to determine how
they may participate and, if so, whether any fees will be charged by the
broker or nominee in connection with such participation. To facilitate
participation by beneficial owners the Program is eligible for the
Depository Trust Dividend Reinvestment Services. Participation in the
Programs optional cash feature may only be made by direct enrollment in the
Program with the Administrator.
(c) interested investors not presently owners of the Common Stock may
become a participant by delivering a completed Enrollment Form to the
Administrator along with an initial investment of not less than $250 and
not more than $10,000.
Enrollment Forms will be processed as promptly as practicable. Participation
in the Program will begin after the properly completed Enrollment Form has been
reviewed and accepted by the Administrator.
PARTICIPANTS IN THE COMPANY'S PREVIOUS DIVIDEND REINVESTMENT PLAN FOR COMMON
STOCK AND $1.60 CUMULATIVE PREFERRED STOCK, SERIES A AUTOMATICALLY CONTINUE IN
THE NEW PROGRAM WITHOUT SENDING IN THE NEW ENROLLMENT FORM. IF YOU ARE A
PARTICIPANT IN THE PREVIOUS DIVIDEND REINVESTMENT PLAN AND, AFTER REVIEWING THE
TERMS OF THE STOCKHOLDERS INVESTMENT PROGRAM YOU DO NOT WISH TO PARTICIPATE IN
THE PROGRAM, YOU MAY TERMINATE YOUR PARTICIPATION AND RECEIVE CERTIFICATES FOR
THE SHARES OF COMMON STOCK ACCUMULATED ON YOUR BEHALF IN THE DIVIDEND
REINVESTMENT PLAN WITHOUT CHARGE, BY CONTACTING THE ADMINISTRATOR.
PARTICIPATION OPTION
Eligible participants may choose between any one of the following investment
options:
(a) Full Dividend Reinvestment--The Administrator will apply any cash
dividends on all shares of the Common Stock then or subsequently registered
in the participant's name, together with any optional cash payments and
Program Shares (as hereinafter defined), towards the purchase of additional
Common Stock. Program Shares represent all Common Stock purchased pursuant
to the Program and credited to a participant's account.
(b) Partial Dividend Reinvestment--The agent will apply any cash
dividends on only the number of whole shares that are specified on the
Enrollment Form, together with any optional cash payments and Program
Shares, towards the purchase of additional shares.
4
<PAGE>
(c) Optional Cash Payments Only--The participant will continue to receive
cash dividends on shares registered in his or her own name in the usual
manner, and the Administrator will apply such optional cash payments
received, together with any Program Shares, towards the purchase of
additional Common Stock.
INVESTMENT DATES
The Program's "Investment Dates" are, for months in which a dividend is paid
on the Common Stock, the 15th day of such month and the dividend payment date,
or as soon thereafter as reasonably practicable, or, for months in which a
dividend is not paid on the Common Stock, the 15th day of such month and the
last day of the month, or as soon thereafter as reasonably practicable,
provided, that if any such day is not a day on which financial markets in New
York City are open for business, the next day on which they are so open.
REINVESTMENT OF CASH DIVIDENDS
Participants may elect to reinvest cash dividends paid on all or a portion of
the shares of Common Stock registered in their names and held in certificate
form ("certificated shares") by designating their election on the Enrollment
Form. Reinvestment levels may be changed from time to time as a participant
desires by submitting a new election to the Administrator. To be effective with
respect to a particular Common Stock dividend, any change in the reinvestment
election must be received by the Administrator on or before the record date for
such dividend. The record date is usually about ten days prior to the payment
of the dividend. The Company has historically paid cash dividends on the last
business day of each calendar quarter.
Once a participant elects reinvestment, cash dividends paid on certificated
and Program Shares standing in that participant s name will be reinvested in
additional shares of Common Stock (see "Source and Price of Shares" below). If
the participant has specified partial reinvestment, that portion of such
dividend payment not being reinvested will be sent to the participant by check
in the usual manner or by direct deposit, if the participant has elected the
direct deposit option (see "Direct Deposit of Dividends" below). The
Administrator may, in its discretion, initiate purchase transactions for the
reinvestment of dividends prior to the actual payment of dividends in order to
minimize, to the extent possible, the delay between the payment of dividends
and the settlement of purchase transactions.
OPTIONAL CASH INVESTMENTS AND INITIAL INVESTMENTS
Participants may make optional cash investments by personal check or money
order, wire investment, payroll deduction (eligible Capstead employees only),
or automatic deduction from a bank account. Optional cash investments must be
at least $50 for any single investment and may not exceed $10,000 per month.
There is no obligation to make an optional cash investment at any time, and the
amount of such investments may vary from time to time.
Initial investments, for those who do not already own Common Stock, must be
at least $250 but less than $10,000, in the form of a personal check or money
order, and must be included with the completed Enrollment Form returned to the
Administrator.
Optional cash investments and initial investments must be received by the
Administrator no later than 12:00 p.m. (Noon) Eastern time one business day
prior to an Investment Date to be invested beginning on that Investment Date.
Otherwise, the optional cash investment or initial investment will be held by
the Administrator and invested beginning on the next Investment Date. Upon a
participant's written request received by the Administrator no later than two
business days prior to the applicable Investment Date, an optional cash
investment or initial investment not already invested under the Program will be
cancelled or
5
<PAGE>
returned to the participant, as appropriate. However, no refund of a check or
money order will be made until the funds have been actually received by the
Administrator. Accordingly, such refunds may be delayed by up to three weeks.
The Administrator will apply the optional cash investment or initial
investment received from a Participant to the purchase of shares of the Common
Stock for the account of the Participant on the related Investment Date (see
"Source and Price of Shares" below). All dividends on such Program Shares will
automatically be reinvested in shares of the Company's Common Stock.
NO INTEREST WILL BE PAID ON AMOUNTS HELD BY THE ADMINISTRATOR PENDING
INVESTMENT. Accordingly, investors should transmit optional cash investments
and initial investments so as to reach the Administrator shortly (but not later
than 12:00 p.m. (Noon) Eastern time one business day) before an Investment
Date. All optional cash investments and initial investments are subject to
collection by the Administrator for full face value in U.S. funds.
See "Source and Price of Shares" below.
INVESTMENTS MAY BE MADE IN THE FOLLOWING WAYS:
Check Investment
Optional cash investments and initial investments may be made by personal
check or money order payable in U.S. dollars to "Society National Bank."
Optional cash investments mailed to the Administrator must include the
Voluntary Purchase Form attached to each statement of account sent to
participants. Additional Voluntary Purchases Forms are available upon request
from the Administrator.
Wire Investment
Optional cash investments may be made by wire transfer to the Administrator.
Participants who wish to make a wire transfer should contact the Administrator
for instructions. Participants making wire investments may be charged fees by
the commercial bank initiating the transfer.
Payroll Deduction
Eligible employees of the Company and its subsidiaries ("eligible
employees"), may make optional cash investments under the Program by having
specified amounts (not less than $50 per month nor more than $10,000 per month)
deducted from each paycheck.
Capstead will make payroll deductions from each payroll check during the
month. Capstead will hold all funds so deducted for a particular month until
the end of that month, and will then promptly forward such funds to the
Administrator. The Administrator will invest funds in Common Stock beginning on
the first Investment Date following receipt thereof by the Administrator.
Because funds to be invested by payroll deduction may only be transmitted to
the Administrator once a month, participants using this investment option
should recognize that, depending on the applicable pay date, funds deducted
from a particular paycheck may not be forwarded to the Administrator for
several weeks. NO INTEREST WILL BE PAID ON AMOUNTS HELD PENDING INVESTMENT.
Eligible employees who wish to enroll in the Program but who are not
shareholders may satisfy the requirement for an initial investment by
initiating payroll deduction at the time of enrollment.
Automatic Investment from a Bank Account
Participants may make automatic monthly investments of a specified amount
(not less than $50 per month nor more than $10,000 per month) by electronic
funds transfer from a pre-designated U.S. bank account.
6
<PAGE>
To initiate automatic monthly deductions, the participant must provide
written authorization to the Administrator together with a voided blank check
for the account from which funds are to be drawn. The written request for
automatic monthly deduction will be processed and will become effective as
promptly as practicable.
Once automatic monthly deduction is initiated, funds will be drawn from the
participant's designated bank account on the business day preceding the last
Investment Date of each month, and will be invested in Common Stock beginning
on the Investment Date.
Participants may change or terminate automatic monthly deduction by providing
new written instructions to the Administrator. To be effective with respect to
a particular month, however, the new instructions must be received by the
Administrator prior to the last business day of the preceding calendar month.
SALE OF SHARES
Participants may request the Administrator to sell any number of whole shares
held in their Program accounts by giving written instruction to the
Administrator. The Administrator will make the sale on the open market as soon
as practicable following receipt of the request. The participant will receive
the proceeds, less an administrative charge of $5 and applicable brokerage fees
and commissions, if any, and any transfer taxes. Proceeds of shares sold
through the Program will be paid to the participant normally by check upon
settlement of trade.
If instructions for the sale of shares are received on or after an ex-
dividend date but before the related dividend payment date, the sale will be
processed as described above and a separate check for the dividends will be
mailed following the payment date. A request to sell all shares held in a
participant's account will be treated as a withdrawal from the Program (see
"Withdrawal" below).
SOURCE AND PRICE OF SHARES
Source
To fulfill Program requirements, the Administrator may purchase or sell
shares in the open market or in privately negotiated transactions. The
Administrator may also purchase shares from or sell shares to the Company, to
the extent the Company makes shares available or is willing to purchase or sell
shares. The Administrator may commingle each participant's funds with those of
other participants for the purpose of executing purchases.
The Administrator will purchase shares as soon as practicable beginning on
the relevant Investment Date and in no event later than 30 days after the
relevant Investment Date and will sell shares on the open market as soon as
practicable, except where and to the extent necessary under any applicable
federal securities laws or other government or stock exchange regulations.
Dividend and voting rights on shares purchased in the open market will
commence upon settlement, which is normally five business days after purchase.
However, shares purchased in the open market within a period of five (5)
business days prior to and including a dividend record date are considered
purchased "ex-dividend" and therefore are not entitled to payment of that
dividend or voting rights.
Price
Shares purchased for a participant with respect to a particular Investment
Date will be credited to the participant s account at the WEIGHTED AVERAGE
PRICE PER SHARE OF ALL SHARES PURCHASED with respect to that Investment Date.
Shares purchased in the open market or in privately negotiated transactions are
subject to such terms and conditions, including price and delivery, as the
Administrator may accept. The price of shares
7
<PAGE>
purchased from the Company for the reinvestment of cash dividends or optional
cash investments or initial investments, if any, will be at a 3% discount to
the closing sale price of Common Stock as reported on the New York Stock
Exchange consolidated tape on the first day preceding the date of the
transaction, on which the New York Stock Exchange is open for trading. The
current 3% discount rate is subject to change by the Company. In no event,
however, will the discount rate and brokerage fees paid by the Company exceed
5%. Shares purchased on the open market will not be eligible for the discount
to market price.
SHARE SAFEKEEPING
At the time of enrollment in the Program, or at any later time, participants
may use the Program's share safekeeping service to deposit any Common Stock
certificates in their possession with the Administrator. Shares deposited will
be transferred into the name of the Administrator or its nominee and credited
to the participant's account under the Program. Thereafter, such shares will be
treated as Program Shares and all dividends will automatically be reinvested in
additional shares of Common Stock.
By using the Program's share safekeeping service, participants no longer bear
the risk associated with loss, theft or destruction of stock certificates.
Also, because shares deposited with the Administrator are treated in the same
manner as shares purchased through the Program, they may be transferred or sold
through the Program in a convenient and efficient manner. See "Sale of Shares"
above and "Withdrawal" and "Gift/Transfer of Shares Within the Program" below.
Participants who wish to deposit their Common Stock certificates with the
Administrator must complete and return to the Administrator, by registered,
insured mail, the Common Stock certificates to be deposited, along with a
properly completed Enrollment Form, if applicable. The certificate should not
be endorsed.
GIFT/TRANSFER OF SHARES WITHIN THE PROGRAM
If a participant wishes to transfer the ownership of all or part of the
shares held in the participant's Program account to a Program account for
another person, whether by gift, private sale or otherwise, the participant may
effect such transfer by written request, along with an executed stock
assignment (stock power), to the Administrator. Requests for transfer are
subject to the same requirements as for the transfer of Common Stock
certificates, including requirements of a signature guarantee on the stock
assignment.
Shares so transferred will continue to be held by the Administrator under the
Program. An account will be opened in the name of the transferee, if he or she
is not already a participant, and such transferee will automatically be
enrolled in the Program. If the transferee is not already a registered
shareholder or a Program participant, the donor may make a reinvestment
election for the transferee at the time of the gift. The transferee may change
the reinvestment election after the gift has been made as described under
"Reinvestment of Cash Dividends" above.
The transferee will receive a statement showing the number of shares
transferred to and held in the transferee's Program account.
REPORTS TO PARTICIPANTS
Each participant will receive a statement after each transaction showing the
amount invested, purchase price, the number of shares purchased, deposited,
sold, transferred, or withdrawn, the total number of shares accumulated and
other information. The statement will consolidate all Program and certificated
shares standing in the participant's name. The statement will reflect all
account activity for the year. Each participant should retain these statements
so as to be able to establish the cost basis of shares purchased under the
Program for income tax and other purposes. Duplicate statements will be
available from the Administrator.
8
<PAGE>
In addition, each participant will receive copies of the same communications
sent to all other holders of shares of Common Stock, including the Company's
quarterly reports and annual report to stockholders, a notice of the annual
meeting and accompanying proxy statement, and Internal Revenue Service
information return, if so required, for reporting dividend income received.
All notices, statements and reports from the Administrator to a participant
will be addressed to the participant at his or her latest address of record
with the Administrator. Therefore, participants must promptly notify the
Administrator of any change of address. To be effective with respect to
mailings of dividend checks and quarterly statements and reports for a
particular quarter, address changes must be received by the Administrator prior
to the record date for that quarter's dividend.
CERTIFICATES FOR SHARES
Shares purchased and held under the Program will be held in safekeeping by
the Administrator in its name or the name of its nominee. The number of shares
(including fractional interests) held for each participant will be shown on
each statement of account. Participants may obtain a new certificate for all or
some of the whole shares of Common Stock held in their Program accounts upon
written request to the Administrator. Any remaining whole or fractional Program
shares will continue to be held by the Administrator. Withdrawal of shares in
the form of a certificate in no way affects dividend reinvestment (see
"Reinvestment of Cash Dividends" above).
Except as described above under "Gift/Transfer of Shares Within the Program,"
shares of stock held by the Administrator for a participant's Program account
may not be pledged or assigned. A participant who wishes to pledge or assign
any such shares must request that a certificate for such shares be issued in
the participant s name.
EXPENSES
Capstead will pay the costs of administering the Program, including charges
by the Administrator for bank services on each dividend reinvestment. There
will be no brokerage commissions on purchases of shares of Common Stock by the
Administrator directly from Capstead. In addition, Capstead will pay all
brokerage commissions related to purchases of shares of Common Stock on the
open market pursuant to the reinvestment of dividends. For shares purchased on
the open market pursuant to optional cash investments or on behalf of persons
not presently shareholders of Capstead, participants will pay a pro rata
portion of brokerage commissions for such purchase. Such brokerage commissions
are currently expected to range from $0.10 per share to $0.25 per share. The
Administrator may charge a participant for additional services not provided
under the Program or where specified charges are indicated. Certain expenses
will be incurred by the participant if the participant requests that shares of
Common Stock be sold. Brokers or nominees who participate on behalf of
beneficial owners for whom they are holding shares may charge such beneficial
owners fees in connection with such participation, for which neither the
Administrator nor Capstead will be responsible.
WITHDRAWAL
A participant may withdraw from the Program at any time by giving written
instructions to the Administrator. Upon withdrawal from the Program, a
certificate for the whole shares held in the Program for the participant will
be issued. Alternatively, a participant may specify in the withdrawal notice
that all (but not less than all) whole Program shares be sold. The
Administrator will make the sale on the open market as soon as practicable
after receipt of the withdrawal notice (see "Source and Price of Shares"
above), and the participant will receive a check for the proceeds, less an
administrative charge of $5 and applicable brokerage fees and commissions and
any transfer taxes.
9
<PAGE>
Whether whole Program shares are withdrawn or sold, participants terminating
participation in the Program will receive a check for the cash value of any
fractional share held in their Program accounts. Fractions of shares will be
valued at the same effective price as whole shares sold.
If notice of withdrawal is received on or after an ex-dividend date but
before the related dividend payment date, the withdrawal will be processed as
described above and a separate check for the dividends will be mailed following
the payment date.
After participation in the Program has been terminated, no further
investments may be made without re-enrolling in the Program.
MISCELLANEOUS
Stock Split, Stock Dividend or Rights Offering
Any dividends in Common Stock or split shares distributed by the Company on
Program shares will be added to the participant's account. Stock dividends or
split shares distributed on certificated shares will be mailed directly to the
participant in the same manner as to shareholders who are not participating in
the Program.
In the event of a rights offering, the participant will receive rights based
upon the total number of whole shares owned, that is, the total number of
Program and certificated shares standing in the participant's name.
Voting of Program Shares
Whole shares held in a Program account may be voted in person or by the proxy
sent to the participant.
Limitation of Liability
Neither the Company nor the Administrator (nor any of their respective
agents, representatives, employees, officers, directors, or subcontractors)
will be liable in administering the Program for any act done in good faith nor
for any good faith omission to act, including, without limitation, any claim of
liability arising with respect to the prices or times at which shares are
purchased or sold for participants, or any change in the market value of
shares, or from failure to terminate a participant's account upon such a
participant's death. The foregoing does not represent a waiver of any rights a
participant may have under applicable securities laws.
Change or Termination of the Program
The Company may suspend, modify or terminate the Program at any time in
whole, in part, or in respect of participants in one or more jurisdictions.
Notice of such suspension, modification or termination will be sent to all
affected participants. No such event will affect any shares then credited to a
participant's account. Upon any whole or partial termination of the Program by
the Company, certificates for whole shares held in an affected participant's
account under the Program will be issued to the participant and a cash payment
will be made for any fraction of a share.
Termination of a Participant
If a participant does not own at least one whole Program or certificated
share in the participant's name, the participant's participation in the Program
may be terminated. Capstead may also terminate any participant's participation
in the Program after written notice in advance mailed to such participant at
the address appearing on the Administrator's records. Participants whose
participation in the Program has been terminated will receive certificates for
whole shares held in their accounts and a check for the cash value of any
fractional share held in their Program accounts.
10
<PAGE>
THE COMPANY
The Company, together with certain affiliated entities, operates a mortgage
conduit which purchases and securitizes different types of single-family
residential mortgage loans. The Company generates earnings primarily from the
interest income on its consolidated mortgage loan portfolio which includes its
investments in whole mortgage loans and AAA-rated private mortgage pass-through
securities and its investment in mortgage loans or securities pledged to secure
collateralized mortgage obligations ("CMOs") or pooled in connection with the
issuance of publicly-offered pass-through securities. The mortgage pass-through
securities and CMOs are issued by certain affiliated entities of the Company.
Commencing in 1993, the Company began servicing a portion of its mortgage
loan investments. Mortgage loan servicing includes collection activities,
accounting for principal and interest payments, escrow administration and other
responsibilities relating to the administration of the mortgage loans. In
exchange for providing this service, the Company will receive periodically a
servicing fee representing an annualized percentage of the outstanding
principal balance of each such mortgage loan. The Company may enter into other
short- or long-term investment strategies as opportunities arise.
The Company, and its qualified real estate investment trust ("REIT")
subsidiaries, have elected to be taxed as a REIT under the Internal Revenue
Code of 1986, as amended (the "Code"), and intend to continue to do so. As a
result of this election, the Company and such subsidiaries are not taxed at the
corporate level on taxable income distributed to stockholders, provided that
certain REIT qualification tests are met. Certain other affiliated entities
which are consolidated with the Company for financial reporting purposes, are
not consolidated for federal income tax purposes because such entities were not
established as REITs or qualified REIT subsidiaries. All taxable income of
these affiliated entities are subject to federal and state income taxes, where
applicable.
TAX CONSEQUENCES
The Company believes the following is an accurate summary of the federal tax
consequences of participation in the Program as of the date of this Prospectus.
This summary may not reflect every possible situation that could result from
participation in the Program, and, therefore, participants in the Program are
advised to consult their own tax advisors with respect to the tax consequences
(including federal, state, local and other tax laws and U.S. tax withholding
laws) applicable to their particular situations. The discussion is based on
various rulings of the Internal Revenue Service regarding several types of
dividend reinvestment plans. No ruling, however, has been issued or requested
regarding the Program.
REINVESTED DIVIDENDS
For shares purchased from the Company with reinvested dividends, participants
in the Program will be treated for federal income tax purposes as having
received, on the dividend payment date, a distribution in an amount equal to
the fair market value on that date of the shares so acquired. Such shares will
have an initial tax basis equal to the same amount. For shares purchased by the
Administrator on the open market by reinvestment of dividends, participants in
the Program will be treated for federal income tax purposes as having received
on the dividend payment date, a distribution in an amount equal to the cash
dividend such participant would otherwise have been entitled to receive plus
the participant's pro rata portion of any brokerage cost paid by the Company.
Such shares will have an initial tax basis equal to the same amount. The amount
treated as a distribution will constitute a dividend for federal income tax
purposes to the same extent that a cash distribution would be so treated. The
holding period for a share of Common Stock (including a fractional share)
generally will begin on the day after the Investment Date that the share was
acquired. The holding period of a whole share resulting from the acquisition of
two or more fractional shares on different Investment Dates normally will be
split between the holding periods of the fractional commponents comprising the
whole share.
11
<PAGE>
OPTIONAL CASH PAYMENTS
Participants will be treated as having received a distribution upon the
purchase of shares with an optional cash deposit in an amount equal to the
excess, if any, of the fair market value of the shares on the date on which
they were acquired (plus a pro rata portion of any brokerage cost incurred in
open market purchases of the shares) over the amount of the optional cash
deposit. Such shares will have an initial tax basis equal to the amount of the
deposit plus the excess, if any, of the fair market value of the shares
purchased over the amount of the deposit. The amount treated as a distribution
will constitute a dividend for federal income tax purposes to the same extent
that a cash distribution would be so treated. The holding period for a share of
Common Stock (including a fractional share) generally will begin on the day
after the Investment Date that the share was acquired. The holding period of a
whole share resulting from the acquisition of two or more fractional shares on
different Investment Dates normally will be split between the holding periods
of the fractional components comprising the whole share.
RECEIPT OF SHARE CERTIFICATES AND CASH
A participant will not realize any taxable income other than that described
above upon the mere receipt of certificates for whole shares credited to the
participant's account, either upon the participant's request for certain of
those shares or upon termination in the Program. A participant will realize
gain or loss upon the sale or exchange of shares acquired under the Program. A
participant will also realize gain or loss upon receipt, following termination
of participation in the Program, of a cash payment for any fractional share
interests credited to the participant's account. The amount of any such gain or
loss will be the difference between the amount that the participant received
for the shares or fractional share interest (net of any applicable fees or
expenses) and the tax basis thereof.
MISCELLANEOUS
The above rules may not be applicable to certain participants in the Program,
such as tax-exempt entities (e.g., pension funds and IRAs) and foreign
shareholders. These particular participants should consult their own tax
advisors concerning the tax consequences applicable to their situations.
In the case of participants in the Program whose dividends are subject to
U.S. backup withholding, the Administrator will reinvest dividends less the
amount of tax required to be withheld.
In the case of foreign shareholders whose dividends are subject to U.S.
federal tax withholding, the Administrator will reinvest dividends less the
amount of tax required to be withheld. The filing of any documentation required
to obtain a reduction in U.S. withholding tax will be the responsibility of the
shareholder.
USE OF PROCEEDS
At present, it is expected that purchases of Common Stock under the Program
will be made directly from the Company. The Company intends to use any net
proceeds from the sales of such shares for general corporate purposes.
LEGAL MATTERS
The validity of the Common Stock offered hereby has been passed on for the
Company by Andrews & Kurth L.L.P., Dallas, Texas. Andrews & Kurth L.L.P. will
rely as to all matters of Maryland law on Piper & Marbury, Baltimore, Maryland.
Attorneys at Andrews & Kurth L.L.P. beneficially own 7,633 shares of Common
Stock and 32,936 shares of the Company's $1.26 Cumulative Convertible Preferred
Stock, Series B.
12
<PAGE>
EXPERTS
The consolidated financial statements of Capstead Mortgage Corporation
incorporated by reference in Capstead Mortgage Corporation's Annual Report
(Form 10-K) for the year ended December 31, 1992 have been audited by Ernst &
Young, independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
13
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESEN-
TATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION AND REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIR-
CUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN
THE REGISTERED SECURITIES TO WHICH IT RELATES. THIS PROSPECTUS DOES NOT CONSTI-
TUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN
ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................................................... 2
Documents Incorporated by Reference........................................ 2
Capstead Mortgage Corporation Stockholder Investment Program............... 3
Purpose.................................................................. 3
Advantages............................................................... 3
Administration........................................................... 3
Participation............................................................ 4
Enrollment Procedures.................................................... 4
Participation Option..................................................... 4
Investment Dates......................................................... 5
Reinvestment of Cash Dividends........................................... 5
Optional Cash Investments and Initial Investments........................ 5
Sale of Shares........................................................... 7
Source and Price of Shares............................................... 7
Share Safekeeping........................................................ 8
Gift/Transfer of Shares Within the Program............................... 8
Reports to Participants.................................................. 8
Certificates for Shares.................................................. 9
Expenses................................................................. 9
Withdrawal............................................................... 9
Miscellaneous............................................................ 10
The Company................................................................ 11
Tax Consequences........................................................... 11
Reinvested Dividends..................................................... 11
Optional Cash Payments................................................... 12
Receipt of Share Certificates and Cash................................... 12
Miscellaneous............................................................ 12
Use of Proceeds............................................................ 12
Legal Matters.............................................................. 12
Experts.................................................................... 13
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1,000,000 SHARES
CAPSTEAD
----------------
CAPSTEAD MORTGAGE
CORPORATION
COMMON STOCK
----------------
PROSPECTUS
----------------
STOCKHOLDER INVESTMENT PROGRAM
----------------
, 1994
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
SEC Registration Fee............................................. $13,858
Blue Sky Fees and Expenses....................................... 0
Legal Fees and Expenses.......................................... 20,000
Accounting Fees and Expenses..................................... 1,000
Printing and Engraving Expenses.................................. 10,000
Miscellaneous.................................................... 642
-------
Total........................................................ $45,500
=======
</TABLE>
- --------
*Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Capstead's Articles of Incorporation provide for indemnification of directors
to the full extent permitted by Maryland law, indemnification of officers who
are also directors to the extent Capstead shall indemnify its directors and
indemnification of officers who are not directors to such further extent as
shall be authorized by the Board of Directors and be consistent with law.
Section 2-418 of the Maryland General Corporation Law generally permits a
Maryland corporation to indemnify any director made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative, or investigative, by reason of service in his capacity as a
director, unless it is established that (i) the act or omission of the director
was material to the matter giving rise to the proceeding and (a) was committed
in bad faith or (b) was the result of active and deliberate dishonesty; or (ii)
the director actually received an improper personal benefit in money, property,
or services; or (iii) in the case of any criminal proceeding, the director had
reasonable cause to believe that the act or omission was unlawful.
Indemnification may be against judgments, penalties, fines, settlements, and
reasonable expenses actually incurred by the director in connection with the
proceeding. If the proceeding was one by or in the right of the corporation,
indemnification may not be made in respect of any proceeding in which the
director shall have been adjudged to be liable to the corporation. In addition,
a director may not be indemnified in respect of any proceeding charging
improper personal benefit to the director, whether or not involving action in
the director's official capacity, in which the director was adjudged to be
liable on the basis that personal benefit was improperly received. The
termination of any proceeding by conviction, or a plea of nolo contendere or
its equivalent, or an entry of an order of probation prior to judgment, creates
a rebuttable presumption that the director did not meet the requisite standard
of conduct.
Section 2-418 also provides that a court of appropriate jurisdiction may,
upon application of a director and such notice as the court shall require,
order indemnification if it determines that a director is entitled to
reimbursement because the director has been successful on the merits or
otherwise, in any such proceeding, in which case the director shall be entitled
to recover the expenses of securing such reimbursement, or if the court
determines that the director is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether or not the
director has met the applicable standards of conduct or has been adjudged
liable in a proceeding charging improper personal benefit to the director.
Indemnification with respect to any proceeding by or in the right of the
corporation or in which liability shall have been adjudged on the basis that
personal benefit was improperly received shall be limited to expenses. The
indemnification and advancement of expenses provided or authorized by Section
2-418 may not be deemed exclusive of any other rights, by indemnification or
otherwise, to which a director may be entitled under the charter, the bylaws, a
resolution of stockholders or directors, an agreement or otherwise, both as to
action in an official capacity and as to action in another capacity while
holding such office. A corporation may indemnify and
II-1
<PAGE>
advance expenses to an officer, employee, or agent of the corporation to the
same extent that it may indemnify directors under Section 2-418 and, in
addition, may indemnify an officer, employee, or agent who is not a director to
such further extent, consistent with law, as may be provided by its charter,
bylaws, general or specific action of its board of directors or contract.
Section 2-418 also provides that a corporation may purchase and maintain
insurance against liabilities for which indemnification is not expressly
provided by the statute.
Capstead provides insurance from commercial carriers against certain
liabilities incurred by the directors and officers of the Company.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of Capstead
pursuant to the foregoing provisions, Capstead has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
ITEM 16. EXHIBITS
<TABLE>
<C> <C> <S>
5.1 -- Opinion of Andrews & Kurth L.L.P., counsel to the
Registrant, as to the legality of the Common Stock being
offered
5.2 -- Opinion of Piper & Marbury as to the legality of the Common
Stock being offered
24.1 -- Consent of Ernst & Young, independent accountants
24.2 -- Consent of Andrews & Kurth L.L.P. (incorporated in Exhibit
5.1)
24.3 -- Consent of Piper & Marbury (incorporated in Exhibit 5.2)
25. -- Power of Attorney (included on page II-4 of this
Registration Statement)
</TABLE>
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
II-2
<PAGE>
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter had been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of
whether such indemnification by them is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF DALLAS, STATE OF TEXAS, ON THE 25TH DAY OF FEBRUARY,
1994.
Capstead Mortgage Corporation
By /s/ Andrew F. Jacobs
-----------------------------------
Andrew F. Jacobs
Senior Vice President--Control and
Treasurer
POWER OF ATTORNEY
EACH PERSON WHOSE SIGNATURE APPEARS BELOW CONSTITUTES AND APPOINTS RONN K.
LYTLE, ANDREW F. JACOBS AND JULIE A. MOORE, AND EACH OF THEM, HIS TRUE AND
LAWFUL ATTORNEYS-IN-FACT AND AGENTS, WITH FULL POWER OF SUBSTITUTION AND
RESUBSTITUTION, FOR HIM IN HIS NAME, PLACE AND STEAD, IN ANY AND ALL
CAPACITIES, TO SIGN ANY AND ALL AMENDMENTS (INCLUDING POST-EFFECTIVE
AMENDMENTS) TO THIS REGISTRATION STATEMENT, AND TO FILE THE SAME, WITH ALL
EXHIBITS THERETO AND OTHER DOCUMENTS IN CONNECTION THEREWITH, WITH THE
SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND
AGENTS, AND EACH OF THEM, FULL POWER AND AUTHORITY TO DO AND PERFORM EACH AND
EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE
PREMISES, AS FULLY AS TO ALL INTENTS AND PURPOSES AS HE MIGHT OR COULD DO IN
PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND
AGENTS OR ANY OF THEM, OR THEIR OR HIS SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY
DO OR CAUSE TO BE DONE BY VIRTUE THEREOF.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Ronn K. Lytle Chairman, Chief Executive
- ------------------------------------ Officer, President and February 25, 1994
Ronn K. Lytle Director (Principal
Executive Officer)
/s/ Andrew F. Jacobs Senior Vice President--
- ------------------------------------ Control and Treasurer February 25, 1994
Andrew F. Jacobs (Principal Financial and
Accounting Officer)
/s/ J. Michael Cornwall Director February 25, 1994
- ------------------------------------
J. Michael Cornwall
/s/ David G. Fox Director February 25, 1994
- ------------------------------------
David G. Fox
Director
- ------------------------------------
Bevis Longstreth
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Paul M. Low Director February 25, 1994
- ------------------------------------
Paul M. Low
/s/ Harriet E. Miers Director February 25, 1994
- ------------------------------------
Harriet E. Miers
/s/ Charles B. Mullins, M.D. Director February 25, 1994
- ------------------------------------
Charles B. Mullins, M.D.
/s/ William R. Smith Director February 25, 1994
- ------------------------------------
William R. Smith
/s/ Lewis T. Sweet, Jr. Director February 25, 1994
- ------------------------------------
Lewis T. Sweet, Jr.
/s/ Martin Tycher Director February 25, 1994
- ------------------------------------
Martin Tycher
</TABLE>
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
EXHIBITS DESCRIPTION PAGE
-------- ----------- ------------
<S> <C> <C>
5.1 --Opinion of Andrews & Kurth L.L.P., counsel to
the Registrant, as to the legality of the
Common Stock being offered.......................
5.2 --Opinion of Piper & Marbury as to the
legality of the Common Stock being offered.......
24.1 --Consent of Ernst & Young, independent
accountants......................................
24.2 --Consent of Andrews & Kurth L.L.P.
(incorporated in Exhibit 5.1)....................
24.3 --Consent of Piper & Marbury (incorporated in
Exhibit 5.2).....................................
25.1 --Power of Attorney (included on Page II-3
of this Registration Statement)....................
</TABLE>
<PAGE>
Exhibit 5.1
[LETTERHEAD OF ANDREWS & KURTH APPEARS HERE]
February 25, 1994
Capstead Mortgage Corporation
2001 Bryan Tower
Suite 3300
Dallas, Texas 75201
Re: Capstead Mortgage Corporation
Registration Statement on Form S-3
Stockholder Investment Program
Ladies and Gentlemen:
We have acted as counsel for Capstead Mortgage Corporation, a Maryland
corporation (the "Company"), in connection with a Registration Statement on Form
S-3 filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Registration Statement"), covering shares of the
Company's common stock, par value $.01 per share ("Common Stock"), to be offered
pursuant to the Capstead Mortgage Corporation Stockholder Investment Program
(the "Program"). In that capacity, we have examined the charter and bylaws of
the Company, the Registration Statement, the corporate action taken by the
Company that creates the Program and provides for the issuance of up to
1,000,000 shares of the Common Stock pursuant thereto, and such other materials
and matters as we have deemed necessary to the issuance of this opinion.
In all such examinations, we have assumed the genuineness of all
signatures, the authority to sign of all signatories, the due execution of all
original and cetified documents, and the conformity to the original and
certified documents of all copies submitted to us as conformed or photostatic
copies. As to various questions of fact material to our opinion, we have relied
upon statements and certificates of officers of the Company, public officials
and others.
Based upon such examination and the qualifications herein specified and in
reliance thereon, we are of the opinion that the 1,000,000 shares of the
Company's Common Stock to be offered pursuant to the Program have been duly and
validly authorized and, upon issuance or delivery thereof as contemplated in the
Registration Statement, will be legally issued, fully paid and non-assessable.
<PAGE>
Capstead Mortgage Corporation
February 25, 1994
Page 2
To the extent that the opinion set forth herein is governed by the laws of
the State of Maryland, we have relied solely on, and our opinion is subject to
the limitations and assumptions set forth in, the opinion of Piper & Marbury,
dated February 25, 1994 and addressed to the Company and upon which we are
authorized to rely. We have made no independent examination of the laws of the
State of Maryland.
This opinion is solely for the benefit of the addressee hereof, and,
without our prior written consent, may not be quoted in whole or in part or
otherwise referred to in any legal opinion, document, or other report, and may
not be furnished to any person or entity. We consent to the filing of this
opinion as an exhibit to the Registration Statement and to the reference to this
firm in the Registration Statement and Prospectus which is a part thereof. This
opinion is delivered as of the date hereof and we disclaim any responsibility to
update this opinion at any time following the date hereof.
Very truly yours,
ANDREWS & KURTH L.L.P.
By:/s/ David Barbour
---------------------------------
David Barbour, Partner
DAB/red
<PAGE>
Exhibit 5.2
Piper & Marbury
February 25, 1994
Capstead Mortgage Corporation
2001 Bryan Tower, Suite 3300
Dallas, Texas 75201
Ladies and Gentlemen:
We have acted as special Maryland counsel for Capstead Mortgage
Corporation, a Maryland corporation (the "Company"), in connection with a
Registration Statement on Form S-3 which was filed by the Company under the
Securities Act of 1933, as amended (the "Registration Statement"), and which
registers certain shares of the Company's common stock, par value $.01 per
share (the "Common Stock"), to be issued pursuant to the Company's Stockholder
Investment Program (the "Program"). In that capacity, we have reviewed the
charter and by-laws of the Company, the Registration Statement, the corporate
action taken by the Company that creates the Program and provides for the
issuance of up to 1,000,000 shares of the Common Stock pursuant thereto, and
such materials and matters as we have deemed necessary to the issuance of this
opinion.
Based upon the foregoing, as the date hereof, and assuming that up
to 1,000,000 shares of the Company's Common Stock to be offered pursuant to the
Program have been duly and validly reserved for issuance pursuant to the terms
of the Program, we are of the opinion that upon issuance or delivery thereof
as contemplated in the Registration Statement, such shares will be fully paid
and non-assessable.
<PAGE>
Capstead Mortgage Corporation
February __, 1994
Page 2
This opinion is solely for the benefit of the addressee hereof, and,
without our prior written consent, may not be quoted in whole or in part or
otherwise referred to in any legal opinion, document or other report, and may
not be furnished to any person or entity except that Andrews & Kurth L.L.P.,
is authorized to rely on this opinion in rendering its opinion to be filed as
an exhibit to the Registration Statement. We consent to the filing of this
opinion as an exhibit to the Registration Statement and to the reference to
our firm and to our opinion in the Registration Statement and Prospectus which
is a part thereof. This opinion is delivered as of the date hereof and we
disclaim any responsibility to update this opinion at any time following the
date hereof.
Very truly yours,
Piper & Marbury
<PAGE>
Exhibit 24.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (to be filed on or about February 25, 1994) and related
Prospectus of Capstead Mortgage Corporation for the registration of 1,000,000
shares of its common stock and to the incorporation by reference therein of
our reports dated January 26, 1993, with respect to the consolidated financial
statements of Capstead Mortgage Corporation incorporated by reference in its
Annual Report (Form 10-K) for the year ended December 31, 1992 and the related
financial statement schedules included therein, filed with the Securities and
Exchange Commission.
Ernst & Young
Dallas, Texas
February 25, 1994
