<PAGE>
Filed Pursuant to Rule 424(b)(5)
SEC File No. 33-62212
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED DECEMBER 6, 1995)
25,000 SHARES
CAPSTEAD MORTGAGE CORPORATION
SHARES OF COMMON STOCK
(PAR VALUE OF $0.01)
----------------
Pursuant to a Sales Agency Agreement dated as of December 6, 1995 (the
"Sales Agency Agreement") between Capstead Mortgage Corporation (the "Company")
and PaineWebber Incorporated ("PaineWebber"), which has been filed as an exhibit
to the Registration Statement of which this Prospectus Supplement is a part and
which is incorporated by reference herein, the Company has sold, through
PaineWebber, as agent of the Company, 25,000 shares of the Company's common
stock, par value $.01 per share (the "Common Stock"), pursuant to ordinary
brokers' transactions on the New York Stock Exchange (the "NYSE").
Pricing Period............... June 3, 1996 through June 7, 1996
Shares of Common Stock sold.. 5,000 Average Market Price Shares
20,000 Additional Shares
------
25,000 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:
<TABLE>
<CAPTION>
Average for
06/03/96 06/04/96 06/05/96 06/06/96 06/07/96 Pricing Period
----------------------------------------------------------------------
<C> <C> <C> <C> <C> <C>
$25.1250 $25.1875 $25.3750 $25.6250 $25.3750 $25.3375
</TABLE>
High and Low Sales Prices at which
Average Market Price Shares were sold
during the Pricing Period .................$25.750 $25.125
Average Market Price Shares:
<TABLE>
<S> <C> <C> <C>
Gross Proceeds to Company......... $126,687.50 Gross Sales Proceeds.............. $127,250.00
3.5% Discount..................... $ 4,434.06 Compensation to Agent............. $ 4,996.56
Net Proceeds to Company........... $122,253.44 Net Proceeds to Company........... $122,253.44
Additional Shares Sold:
Gross Proceeds to Company......... $506,250.00
Commission to Agent............... $ 17,718.76
Net Proceeds to Company........... $488,531.24
Total Net Proceeds to Company..... $610,784.68(1) Total Compensation to Agent....... $ 22,715.32
</TABLE>
- -------------
(1) Before deducting expenses payable by the Company
On June 7, 1996, the last reported sales price of the shares of Common
Stock on the NYSE was $25.875 per share.
----------------
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.
----------------
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JUNE 11, 1996.
S-1
<PAGE>
Pursuant to the terms of the Sales Agency Agreement, the Company may issue and
sell up to 3,750,000 shares of the 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 the Registration Statement of which this Prospectus
Supplement forms a part. Such sales, if any, will be made by means of ordinary
brokers' transactions on 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 will be sold, in the manner described below,
as "Average Market Price Shares". 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 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 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 Price 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
Price Shares and any Additional Shares), the high and low prices at which
Average Market Price 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 Pricing Period commencing June 3, 1996 and ending
June 7, 1996 is set forth above.
To the extent the Company desires to sell more than 2,250,000 shares of Common
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
Securities Act of 1933, as amended (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 Act.
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.
S-2
