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Filed pursuant to Rule 424(b)(2)
SEC File No. 33-62212
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED DECEMBER 6, 1995)
2,250,000 SHARES
LOGO
[CAPSTEAD LOGO APPEARS HERE]
CAPSTEAD MORTGAGE CORPORATION
SHARES OF COMMON STOCK
(PAR VALUE OF $0.01)
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Pursuant to the terms of a Sales Agency Agreement (the "Sales Agency
Agreement") between Capstead Mortgage Corporation, a Maryland corporation (the
"Company"), and PaineWebber Incorporated ("PaineWebber"), a form of which has
been filed as an exhibit to the Registration Statement of which this Prospectus
Supplement is a part and is incorporated herein by reference, the Company may
issue and sell up to 3,750,000 shares of its common stock, par value $.01 per
share ("Common Stock") from time to time through PaineWebber, as sales agent
for the Company; up to 2,250,000 of such shares are being offered under this
Prospectus Supplement. Such sales, if any, will be made by means of ordinary
brokers' transactions on the New York Stock Exchange (the "NYSE"). Such sales
will be effected during a series of one or more pricing periods (each, a
"Pricing Period"), each consisting of five consecutive calendar days in
duration, unless a shorter period has otherwise been agreed to by the Company
and PaineWebber. During any Pricing Period, no more than 40,000 shares
("Average Market Price Shares") will be sold. For each Pricing Period, an
Average Market Price (as hereinafter defined) will be computed. With respect
to any Pricing Period, "Average Market Price" shall equal the average of the
arithmetic mean of the high and low sales prices of the Common Stock of the
Company reported on the NYSE for each trading day of such Pricing Period.
The net proceeds to the Company with respect to sales of Average Market
Price Shares will equal a predetermined percentage of the Average Market Price
for each share of Common Stock sold during the Pricing Period (96.5% for the
first 750,000 shares that may be sold under the Sales Agency Agreement, 97.0%
for the next 750,000 shares that may be sold thereunder, 97.5% for the next
750,000 shares that may be sold thereunder and 97.75% for the remaining
1,500,000 shares that may be sold thereunder), plus Excess Proceeds (as
defined below), if any. The compensation to PaineWebber for such sales in any
Pricing Period will equal the difference between the aggregate gross sales
prices at which such sales are actually effected and the net proceeds to the
Company for such sales, but in no case will exceed the maximum amount
permitted pursuant to any applicable requirements of the National Association
of Securities Dealers, Inc., as determined in good faith by PaineWebber (the
"Maximum Commission"). To the extent that such aggregate gross sales prices
are less than the Average
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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 OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
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.
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THE DATE OF THIS PROSPECTUS SUPPLEMENT IS DECEMBER 8, 1995.
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Market Price, the compensation to PaineWebber would be correspondingly
reduced; to the extent that such aggregate gross sales prices are greater than
the Average Market Price, the compensation to PaineWebber will be
correspondingly increased. To the extent that PaineWebber's compensation under
the foregoing formula would otherwise exceed the Maximum Commission, the
excess will constitute additional net proceeds to the Company (the "Excess
Proceeds").
Any shares of Common Stock sold by PaineWebber during the Pricing Period on
behalf of the Company other than Average Market Price Shares ("Additional
Shares") will be at a fixed commission rate equal to a predetermined
percentage of the share price per share (3.5% for the first 750,000 shares
that may be sold under the Sales Agency Agreement, 3.0% for the next 750,000
shares that may be sold thereunder, 2.5% for the next 750,000 shares that may
be sold thereunder and 2.25% for the remaining 1,500,000 shares that may be
sold thereunder) for the number of Additional Shares equal to the number of
Average Market Shares sold in a Pricing Period. Unless otherwise indicated in a
further Prospectus Supplement, PaineWebber as sales agent will act on a best
efforts basis.
Settlements of sales of Additional Shares and Average Market Shares will
occur on the third business day following the date on which any such sales are
made. Purchases of Common Stock from PaineWebber as sales agent for the
Company will settle the regular way on the national securities exchange where
such purchases were executed. Compensation to PaineWebber with respect to
sales of Average Market Price Shares will be paid out of the proceeds of the
Average Market Price Shares that settle the third business day following the
last day of a Pricing Period. There is no arrangement for funds to be received
in an escrow, trust or similar arrangement.
At the end of each Pricing Period, the Company will file an additional
Prospectus Supplement under the applicable paragraph of Rule 424(b)
promulgated under the Act, which Prospectus Supplement will set forth the
dates included in such Pricing Period, the number of such shares of Common
Stock sold through PaineWebber as sales agent (identifying separately the
number of Average Market Shares and any Additional Shares), the high and low
prices at which Average Market Shares were sold during such Pricing Period,
the net proceeds to the Company and the compensation payable by the Company to
PaineWebber with respect to such sales pursuant to the formula set forth
above. Information regarding the one-day Pricing Period of December 6, 1995, is
set forth below.
To the extent the Company desires to sell more than 2,250,000 shares of
Stock pursuant to the Sales Agency Agreement, the Company shall file a new
registration statement with respect to such shares and shall cause such
registration statement to become effective.
In connection with the sale of the Common Stock on behalf of the Company,
PaineWebber may be deemed to be an "underwriter" within the meaning of the
Act, and the compensation of PaineWebber may be deemed to be underwriting
commissions or discounts. The Company has agreed to provide indemnification
and contribution to PaineWebber against certain civil liabilities, including
liabilities under the Securities Act of 1993, as amended. PaineWebber may
engage in transactions with, or perform services for, the Company in the
ordinary course of business.
The offering of Common Stock pursuant to the Sales Agency Agreement will
terminate upon the earlier of (i) the sale of all shares of Common Stock
subject thereto and (ii) termination of the Sales Agency Agreement. The Sales
Agency Agreement may be terminated by the Company in its sole discretion on
December 6, 1996. PaineWebber has the right to terminate the Sales Agency
Agreement after December 6, 1996, or earlier if the Company engages another
agent to sell shares under a program substantially similar to the program
covered by the Sales Agency Agreement, or in certain other circumstances
specified in the Sales Agency Agreement.
Information Regarding Pricing Period
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Shares sold during Pricing Period:
1,000 Average Market Price Shares
3,000 Additional Shares
4,000 Total Shares Sold
Arithmetic Mean of the High and Low Sales Prices of the
Shares reported on the NYSE (the "Average Market Price")
for each Trading Day of the Pricing Period:
12/06/95
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$24.1875
High and Low Sales Prices at which High Low
Average Market Shares were sold ------ -------
during pricing period .................. $24.250 $24.250
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Average Market Price Shares:
Gross Proceeds to Company ...... $24,187.50 Gross Sales Proceeds ......... $24,250.00
3.5% Discount .................. $846.56 Compensation to Agent ........ $909.06
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Net Proceeds to Company ........ $23,340.94 Net Proceeds to Company ...... $23,340.94
Additional Shares Sold:
Gross Proceeds to Company ...... $72,500.00
Commission to Agent ............ $2,537.50
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Net Proceeds to Company ........ $69,962.50
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Total Net Proceeds to Company .. $93,303.44 Total Compensation to Agent .. $ 3,446.56
</TABLE>
On December 6, 1995, the last reported sales price of the shares of Common
Stock on the NYSE was $24.50 per share.
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