<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 11, 1996
REGISTRATION NO. 33-52415
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
CAPSTEAD MORTGAGE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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MARYLAND 75-2027937
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
2711 NORTH HASKELL
SUITE 900
DALLAS, TEXAS 75204
(214) 874-2323
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
ANDREW F. JACOBS
2711 NORTH HASKELL
SUITE 900
DALLAS, TEXAS 75204
(214) 874-2350
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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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) 979-4444
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement pursuant to
Rule 415.
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]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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<PAGE>
PROSPECTUS
CAPSTEAD MORTGAGE CORPORATION
STOCKHOLDER INVESTMENT PROGRAM
Capstead Mortgage Corporation (the "Company") hereby offers participation in
its amended and restated 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 dividend payment date or
Investment Date, as applicable. When the Company elects to make shares
available for purchase under the Program, the purchase price of the shares of
Common Stock so purchased may reflect a discount (ranging from 0% to 5%) from
the market price. At present, it is expected that such shares will be
purchased from the Company.
The closing price of the Common Stock on April 9, 1996, as shown on the New
York Stock Exchange consolidated tape, was $24 3/8 per share.
This Prospectus relates to 1,500,000 shares of Common Stock offered for
purchase under the Program.
Stockholders 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 stockholders of the Company
are offered through Merrill Lynch, Pierce, Fenner & Smith Incorporated.
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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 OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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The date of this Prospectus is April , 1996
<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., Room 1024,
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, Suite 1400, Chicago, Illinois 60661. Copies of such material can also
be obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Room 1024, 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 10005, 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, 1995, filed
on March 25, 1996.
2. The description of the Common Stock contained in the Company's
Registration Statement on Form S-3 (No. 33-62212), as amended, as last
filed on July 17, 1995.
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, 2711 North Haskell
Avenue, Suite 900, Dallas, Texas 75204, Attention: Treasurer. The Company's
telephone number is (214) 874-2323.
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.
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SUMMARY OF THE STOCKHOLDER INVESTMENT PROGRAM
The following is a summary of certain features of the Program and is
qualified in its entirety by, and should be read in conjunction with, the more
detailed information appearing elsewhere in this Prospectus.
Number of shares offered under the
Program.............................. 1,500,000 shares of Common Stock are
offered by the Company under the
Program. The Company may issue such
shares directly or may cause the
purchase of shares of Common Stock in
the open market or in privately-
negotiated transactions for use in the
Program.
Current dividend policy of the
Company.............................. The Company and its qualified real
estate investment trust ("REIT")
subsidiaries have elected to be taxed
as a REIT and intend to continue to do
so. As a result of this election, the
Company is not taxed on taxable income
distributed to stockholders, provided
that certain REIT qualification tests
are met. Currently, it is the Company's
policy to distribute 100% of taxable
income within the time limits
prescribed by the Internal Revenue
Code, which may extend into the
subsequent taxable year.
Discount on shares purchased directly
from the Company.....................
Shares purchased directly from the Com-
pany under the Program (whether in con-
nection with optional cash purchases or
initial cash purchases of up to $10,000
per month or reinvestment of dividends)
may be issued at a discount (ranging
from 0% to 5%) to the market price. As
of the date of this Prospectus the dis-
count is 3%, but such discount may be
changed or eliminated by the Company at
any time without prior notice to par-
ticipants. The Company may, without
prior notice to participants, change
its determination that shares of Common
Stock will be purchased by the Pro-
gram's administrator directly from the
Company or on the open market. No dis-
count will be offered on shares pur-
chased under the Program in the open
market instead of directly from the
Company.
From time to time, financial
intermediaries, including brokers and
dealers, and other persons may engage
in positioning transactions in order to
benefit from the discount from market
price of the Common Stock acquired
under the Program. Such transactions
may cause fluctuations in the trading
volume of the Common Stock. Financial
intermediaries and such other persons
that engage in positioning transactions
may be deemed to be underwriters within
the meaning of Section 2(11) of the
Securities Act of 1933. The Company has
no arrangements or understandings,
formal or informal, with any person
relating to the sale of shares to be
received pursuant to the Program.
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Optional cash investments and initial In addition to reinvestment of
cash investments..................... dividends (for which no minimum or
maximum amount exists), participants in
the Program may invest additional funds
in Common Stock through optional
investments of not less than $50 and
not more than $10,000 per month.
Persons not presently stockholders of
the Company 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. For purposes of these
limitations, all Program accounts under
the common control or management of a
participant may be aggregated at the
Company's sole discretion. Monthly cash
investments of less than the applicable
minimum amount and that portion of any
investment that exceeds $10,000 will be
returned to the participant, without
interest. The Company does not
anticipate providing waivers of the
Program's requirements.
Commissions on purchases and sales.... Participants in the Program will pay no
commissions or brokerage fees on
purchases made regarding dividend
reinvestment. Participants will pay a
pro rata portion of commissions and
brokerage fees on open market purchases
of Common Stock in connection with
optional cash investments and initial
investments. Sales of shares under the
Program will be effected through the
Program's administrator and will be
subject to an administrative charge of
$5, applicable brokerage fees and
commissions and transfer taxes, if any.
Special investment considerations..... Participants in the Program who
reinvest dividends will be treated for
federal income tax purposes as having
received a dividend, without receiving
cash to pay any tax payment obligation
which arises as a result of such
dividend. Participants will have
limited control regarding the specific
timing of optional cash purchases and
sales under the Program. Participants
will generally be unable to depend on
the availability of a market discount
regarding shares acquired under the
Program. See "Capstead Mortgage
Corporation Stockholder Investment
Program--Disadvantages".
4
<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 stockholders 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 directly from the Company under the Program will be
issued commission free and may be issued at a discount (ranging from 0%
to 5%) to the market price. As of the date of this 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. No discount will be offered by the Company on
shares not issued by the Company.
. 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 employees of
the Company and its subsidiaries, 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 stockholders of the Company may become participants
by making an initial cash investment of not less than $250 and not more
than $10,000 to purchase shares of Common Stock 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.
. Participants will receive statements containing year-to-date information
on all Program transactions in a participant's account within a
reasonable time after a transaction occurs.
DISADVANTAGES
. Participants in the Program who reinvest dividends will be treated for
federal income tax purposes as having received a dividend on the dividend
payment date; such dividend may give rise to a tax payment obligation
without providing the participant with immediate cash to pay such tax
when it becomes due. See "Tax Consequences."
. Participants will have limited control regarding the specific timing of
optional cash purchases and sales under the Program. Because optional
purchases under the Program will be made no earlier than ten business
days following receipt of an investment instruction, and because sales
under the Program will be effected by the Program Administrator only as
soon as practicable after its receipt of such instructions, a participant
may be unable to achieve the same level of control over purchase and sale
timing that he or she might have regarding investments made outside the
Program.
. The Company may, without prior notice to participants, change its
determination that shares of Common Stock will be purchased by the
Program Administrator directly from the Company or on the open market. No
discount will be offered on shares purchased under the Program in the
open market instead of directly from the Company. The Company may also,
without prior notice to participants, lower or eliminate the
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discount on shares to be purchased directly from the Company. As a result,
participants will generally be unable to depend on the availability of a
market discount regarding shares acquired under the Program.
. No interest will be paid by the Company or the Program Administrator on
dividends or optional cash investments held pending reinvestment or
investment.
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 KeyCorp Shareholder Services, Inc.
5050 Renaissance Tower
1201 Elm Street
Dallas, Texas 75270-2014
or by telephoning the Administrator toll free at (800) 527-7844 between 9:00
a.m. and 5:00 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 stockholder of the Company, is
eligible to participate in the Program, provided that such person or entity
fulfills the prerequisites for participation described below under "Enrollment
Procedures." The Program is intended for the benefit of investors in the
Company and not for persons or entities who accumulate accounts under the
Program over which they have control for the purpose of exceeding the $10,000
per month maximum or who engage in transactions that cause or are designed to
cause aberrations in the price or trading volume of the Common Stock.
Notwithstanding anything in the Program to the contrary, the Company reserves
the right to exclude from participation in the Program, at any time, (i)
persons or entities who attempt to circumvent the Program's standard $10,000
per month maximum by accumulating accounts over which they have control or (ii)
any other persons or entities, as determined in the sole discretion of the
Company.
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
Program's optional cash feature may only be made by direct enrollment in
the Program with the Administrator.
(c) interested investors not presently stockholders of the Company 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.
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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 registered in the Program under
the participant's name towards the purchase of shares of Common Stock.
(b) Partial Dividend Reinvestment--The participant will continue to
receive cash dividends on the number of whole shares of Common Stock that
are specified on the Enrollment Form. The Administrator will apply any
remaining cash dividends on shares of Common Stock registered in the
Program under the participant's name towards the purchase of shares of
Common Stock.
(c) No Dividend Reinvestment--The participant will continue to receive
cash dividends on all shares of the Common Stock registered in the Program
under the participant's name in the usual manner.
In each case, the participant may make optional cash purchases of shares of
Common Stock under the Program.
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 the Program under the
participant's name 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 shares of
Common Stock held in the Program under the participant's name will be
reinvested in additional shares of Common Stock on the dividend payment date
if the shares are purchased from the Company. 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 (see "Source and Price of Shares" below). If the
participant has specified partial or no reinvestment of dividends, the portion
of such dividend payment not being reinvested will be sent to the participant
by check in the usual manner.
OPTIONAL CASH INVESTMENTS AND INITIAL INVESTMENTS
Participants may make optional cash investments by personal check or money
order, wire investment, payroll deduction (eligible employees of the Company
and its subsidiaries 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. (For the purposes of these limitations, all
Program accounts under the common control or management of a participant may
be aggregated, at the Company's sole discretion.) 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 are not already stockholders of the
Company, 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 on the first day of
the relevant Pricing Period (as defined below under "Source and Price of
Shares") to be invested on the Investment Date. Otherwise, the optional cash
investment or initial investment will be held by the Administrator and
invested beginning on the next Investment Date (as defined below under
"Investment Date"). Upon a participant's written request received by the
Administrator no later than two business days prior to the Pricing Period, an
optional cash investment or initial investment not already invested under the
Program will be cancelled or 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.
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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).
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) on the first day of the relevant
Pricing Period. All optional cash investments and initial investments are
subject to collection by the Administrator for full face value in U.S. funds.
INVESTMENT DATE
The Program's "Investment Date" for optional cash investments and initial
investments is the 22nd day of each month, or as soon thereafter as reasonably
practicable, provided such date is not a Common Stock dividend record date.
For months in which the 22nd is a Common Stock dividend record date, the
Investment Date will be the first business day following, or as soon
thereafter as reasonably practicable. If any Investment Date is not a day on
which financial markets in New York City are open for business, the Investment
Date will be the next day on which they are so open.
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 dividend payment date or Investment Date and in no event later
than 30 days after the relevant dividend payment date or 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. For the reinvestment of cash
dividends for shares purchased in the open market, the Administrator may, in
its discretion, purchase shares prior to the actual payment of dividends (see
"Reinvestment of Cash Dividends" above).
Dividend and voting rights on shares purchased in the open market will
commence upon settlement, which is normally three business days after
purchase. However, shares purchased in the open market within a period of
three 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 pursuant to the reinvestment of dividends will be credited
to the participant's account at the weighted average price per share of all
shares purchased with respect to the relevant dividend payment 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. Shares purchased for the Program directly from the
Company will be acquired on the relevant dividend payment date at the average
of the high and low sales price of the Common Stock as reported in the New
York Stock Exchange composite transaction listing on the dividend payment
date, less a discount from the market price (ranging from 0% to 5%), as
determined at the sole discretion of the Company.
Shares purchased pursuant to optional cash investments and initial cash
investments will be credited to the participant's account at the WEIGHTED
AVERAGE PRICE PER SHARE OF ALL SHARES PURCHASED with respect to the relevant
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. Shares purchased for the
Program directly from the Company will be acquired on the relevant Investment
Date at a price to
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participants, computed to three decimal places, obtained by averaging the daily
high and low sales price of the Common Stock as reported in the New York Stock
Exchange composite transaction listing for the ten Trading Days (as defined
below) immediately preceding the relevant Investment Date and subtracting from
such average a discount, determined at the sole discretion of the Company,
ranging from 0% to 5%. A "Trading Day" means a day on which trades of the
Common Stock are reported on the New York Stock Exchange; the period
encompassing the ten Trading Days immediately preceding the relevant Investment
Date is the relevant "Pricing Period."
As of the date of this Prospectus, the discount for purchases directly from
the Company is 3%, but may be changed or eliminated by the Company without
prior notice to participants at any time. In all instances the discount on
shares issued directly by the Company shall not exceed 5% of the closing price
for the Common Stock as reported in the New York Stock Exchange composite
transaction listing on the relevant dividend payment date or Investment Date,
as applicable. Shares purchased on the open market will not be eligible for the
discount to market price.
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 Purchase 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 until the 5th of each 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
stockholders of the Company may satisfy the requirement for an initial
investment by initiating payroll deduction at the time of enrollment.
Deduction from Retirement Distributions
Retired employees of the Company and its subsidiaries who receive retirement
distributions from the Company may make optional cash purchases under the
Program through deductions from their retirement distribution checks. The
features of such deduction procedure are identical in all material respects to
those covering payroll deduction regarding eligible employees. See "Payroll
Deduction" above.
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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.
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 first day of the relevant Pricing
Period, 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 (at the
market price at the time of sale) as soon as practicable following receipt of
the request; participants will generally be unable to terminate the sale after
submitting the request. The Company will have no influence over sales of shares
on behalf of participants in the Program. 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).
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.
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.
10
<PAGE>
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
stockholder 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 at the participant's expense.
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
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.
PLAN OF DISTRIBUTION; EXPENSES
The Company may offer certain of the shares of Common Stock offered hereunder
to persons not presently stockholders of the Company through Merrill Lynch,
Pierce, Fenner & Smith Incorporated in states requiring the use of licensed
broker-dealers in connection with such offering. Shares purchased for a
participant with respect
11
<PAGE>
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. Shares purchased on the
open market will not be eligible for the discount to market price.
The Company 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 the Company. In addition, the Company 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 stockholders of the Company, 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 the Company 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.
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
shares held in the Program 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 stockholders who are not
participating in the Program.
12
<PAGE>
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 Shares Held in the Program
Whole and fractional 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, in its sole discretion, 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 in excess of one whole Program or certificated
share in the participant's name, the participant's participation in the Program
may be terminated. The Company may also terminate any participant's
participation in the Program for any reason (including, without limitation, the
attempted circumvention by a participant of the $10,000 monthly maximum for
cash purchases through the accumulation of Program accounts over which they
have control) 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.
THE COMPANY
The Company was incorporated on April 15, 1985 in the state of Maryland and
commenced operations in September 1985. The Company generates earnings from the
interest income on its consolidated mortgage loan portfolio which includes its
investments in whole mortgage loans, AAA-rated private mortgage pass-through
securities and mortgage-backed securities issued by various government-
sponsored entities; from its investment in mortgage loans pledged to secure
collateralized mortgage obligations ("CMOs") or pooled in connection with the
issuance of publicly-offered pass-through securities; and from the servicing
fees on mortgage loans in its servicing portfolio. The mortgage pass-through
securities and CMOs are issued by certain affiliated entities of the Company.
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 short-
or long-term investment strategies as opportunities arise.
13
<PAGE>
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 material
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 components comprising the whole share.
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
14
<PAGE>
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 stockholders. 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 stockholders 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 stockholder.
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, however, may determine
without prior notice to participants that shares will be purchased by the
Administrator on the open market for use in the Program. The Company intends
to use any net proceeds from the sales of shares purchased from the Company
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 L.L.P., Baltimore,
Maryland. Attorneys at Andrews & Kurth L.L.P. beneficially own approximately
15,000 shares of Common Stock and approximately 32,600 shares of the Company's
$1.26 Cumulative Convertible Preferred Stock, Series B.
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, 1995, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon
incorporated by reference 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.
15
<PAGE>
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- -------------------------------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRE-
SENTATIONS 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 AF-
FAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTI-
TUTE 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 CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH SE-
CURITIES 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
Summary of the Stockholder Investment Program.............................. 3
Capstead Mortgage Corporation Stockholder Investment Program............... 5
Purpose.................................................................. 5
Advantages............................................................... 5
Disadvantages............................................................ 5
Administration........................................................... 6
Participation............................................................ 6
Enrollment Procedures.................................................... 6
Participation Option..................................................... 7
Reinvestment of Cash Dividends........................................... 7
Optional Cash Investments and Initial Investments........................ 7
Investment Date.......................................................... 8
Source and Price of Shares............................................... 8
Sale of Shares........................................................... 10
Share Safekeeping........................................................ 10
Gift/Transfer of Shares Within the Program............................... 10
Reports to Participants.................................................. 11
Certificates for Shares.................................................. 11
Plan of Distribution; Expenses........................................... 11
Withdrawal............................................................... 12
Miscellaneous............................................................ 12
The Company................................................................ 13
Tax Consequences........................................................... 14
Reinvested Dividends..................................................... 14
Optional Cash Payments................................................... 14
Receipt of Share Certificates and Cash................................... 14
Miscellaneous............................................................ 15
Use of Proceeds............................................................ 15
Legal Matters.............................................................. 15
Experts.................................................................... 15
</TABLE>
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1,500,000 SHARES
LOGO
CAPSTEAD MORTGAGE
CORPORATION
COMMON STOCK
----------------
PROSPECTUS
----------------
STOCKHOLDER INVESTMENT PROGRAM
----------------
APRIL , 1996
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<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......................................... 2,000
Legal Fees and Expenses............................................ 25,000
Accounting Fees and Expenses....................................... 5,000
Printing and Engraving Expenses.................................... 20,000
Miscellaneous...................................................... 642
-------
Total.......................................................... $66,500
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's charter provides for indemnification of directors to the
full extent permitted by Maryland law, indemnification of officers who are
also directors to the extent the Registrant 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,
administration, 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 the 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
II-1
<PAGE>
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
advance expenses to an officer, employee, or agent in the corporation to the
same extent that it may indemnify directors under Section 2-418 and, in
addition, may indemnify and advance expenses to 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 Mortgage Corporation provides insurance from commercial carriers
against certain liabilities incurred by its directors and officers.
ITEM 16. EXHIBITS
<TABLE>
<C> <S>
*5.1 --Opinion of Andrews & Kurth L.L.P., as to the legality of the
Common Stock being offered.
*5.2 --Opinion of Piper & Marbury L.L.P. as to the legality of the
Common Stock being offered.
**23.1 --Consent of Ernst & Young LLP.
*23.2 --Consent of Andrews & Kurth L.L.P. (included in its opinion filed
as Exhibit 5.1 hereto).
*23.3 --Consent of Piper & Marbury L.L.P. (included in its opinion filed
as Exhibit 5.2 hereto).
24.1 --Power of Attorney.
</TABLE>
II-2
<PAGE>
- --------
* Previously filed.
** Filed herewith.
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
1933 Act;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
change in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that the undertakings set forth in paragraphs
(a)(1)(i) and (a)(1)(ii) above 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 1934 Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the 1933
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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 shall be deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
(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 in the successful defense of any action, suit of proceeding) is
asserted against the Registrant by such director, officer or controlling
person in connection with the securities being registered hereby, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.
II-4
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT
NO. 33-52415 TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF DALLAS, STATE OF TEXAS, ON THE 9TH DAY OF APRIL,
1996.
Capstead Mortgage Corporation
By: /s/ Andrew F. Jacobs
----------------------------
Andrew F. Jacobs Senior Vice
President--Control and Treasurer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST-
EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 33-52415 HAS BEEN
SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES
INDICATED.
SIGNATURE TITLE DATE
/s/ Ronn K. Lytle* Chairman, Chief April 9, 1996
- ------------------------------------- Executive Officer,
Ronn K. Lytle President and
Director (Principal
Executive Officer)
/s/ Andrew F. Jacobs Senior Vice April 9, 1996
- ------------------------------------- President--Control
Andrew F. Jacobs and Treasurer
(Principal
Financial and
Accounting Officer)
- ------------------------------------- Director
Bevis Longstreth
/s/ Paul M. Low* Director April 9, 1996
- -------------------------------------
Paul M. Low
/s/ Harriet E. Miers* Director April 9, 1996
- -------------------------------------
Harriet E. Miers
/s/ William R. Smith* Director April 9, 1996
- -------------------------------------
William R. Smith
- ------------------------------------- Director
John C. Tolleson
*By: /s/ Andrew F. Jacobs
---------------------------------
Andrew F. Jacobs
Attorney-in-Fact
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<C> <S>
*5.1 --Opinion of Andrews & Kurth L.L.P., as to the legality of the
Common Stock being offered.
*5.2 --Opinion of Piper & Marbury L.L.P. as to the legality of the
Common Stock being offered.
**23.1 --Consent of Ernst & Young LLP.
*23.2 --Consent of Andrews & Kurth L.L.P. (included in its opinion filed
as Exhibit 5.1 hereto).
*23.3 --Consent of Piper & Marbury L.L.P. (included in its opinion filed
as Exhibit 5.2 hereto).
24.1 --Power of Attorney.
</TABLE>
- --------
* Previously filed.
** Filed herewith.
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
Post-Effective Amendment No. 1 to the Registration Statement (Form S-3 No.
33-52415) and related Prospectus of Capstead Mortgage Corporation for the
registration of its Stockholder Investment Program and to the incorporation by
reference therein of our reportS dated January 29, 1996, 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,
1995 and the related financial statement schedules included therein, filed with
the Securities and Exchange Commission.
Ernst & Young LLP
Dallas, Texas
April 10, 1996
