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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: March 26, 1997
(Date of earliest event reported)
CAPSTEAD MORTGAGE CORPORATION
(Exact name of Registrant as specified in its charter)
Maryland 1-8896 75-2027937
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
2711 North Haskell
Dallas, Texas 75204
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (214) 874-2323
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Item 5. Other Events. This Current Report is being filed solely in order to
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file the following exhibits as part of the Registrant's Registration Statement
on Form S-3 (No. 33-62212), as amended:
Exhibit No. Description
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1.6 Second Amendment to the Sales Agency
Agreement dated as of December 6, 1995
between Capstead Mortgage Corporation and
PaineWebber Incorporated (the "Sales Agency
Agreement")
1.7 First Amendment to the Sales Agency Agreement
dated as of September 17, 1996 between
Capstead Mortgage Corporation and PaineWebber
Incorporated (the "Series B Preferred Stock
1996 Sales Agency Agreement")
Item 7. Financial Statements and Exhibits
---------------------------------
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
Exhibit No. Description
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1.6 Second Amendment to the Sales Agency
Agreement
1.7 First Amendment to the Series B Preferred
Stock 1996 Sales Agency Agreement
2
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Signatures
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
CAPSTEAD MORTGAGE CORPORATION
March 26, 1997 By: /s/ JULIE A. MOORE
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Julie A. Moore
Senior Vice President - Asset
and Liability Management
3
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EXHIBIT 1.6
SECOND AMENDMENT
TO
SALES AGENCY AGREEMENT
This Second Amendment to Sales Agency Agreement (the "Amendment") is entered
into as of this 4th day of March, 1997, by and between CAPSTEAD MORTGAGE
CORPORATION, a Maryland corporation (the "Company"), and PAINEWEBBER
INCORPORATED (the "Agent"), as follows:
RECITALS
WHEREAS, the Company and the Agent have entered into a Sales Agency
Agreement dated as of December 6, 1995 (the "Original Agreement") and a
Amendment Number 1 to Sales Agency Agreement dated September 10, 1996 (the
"First Amendment" and, together with the Original Agreement, the "Agreement");
and
WHEREAS, the Company and the Agent desire to amend the Agreement in the
manner set forth herein so as to conform its provisions to the provisions of
Regulation M adopted by the Securities and Exchange Commission pursuant to its
regulatory authority under the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, and the Investment Company Act of
1940, as amended;
NOW THEREFORE, in consideration of the premises and mutual agreements
herein contained, intending to be legally bound, the parties hereto agree as
follows:
Section 1. Defined Terms. Capitalized terms not otherwise defined
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herein shall have the meaning attributed to them in the Agreement.
Section 2. Amendment to Section 3 of the Agreement. Section 3 of the
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Agreement is hereby amended to delete the second paragraph thereof and to
replace said second paragraph with the following:
The Stock, up to the Maximum Amount, is to be sold during
one or more pricing periods (each a "Pricing Period"), each
Pricing Period consisting of five consecutive calendar days
or such lesser number of days as shall be agreed to by the
Company and the Agent. The Company and the Agent from time
to time will designate Pricing Period(s) and the number of
shares of Stock (not
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to exceed 60,000 shares) to be sold by the Agent during each
such Pricing Period (the "Average Market Price Shares"). If
the Company does not meet the exemptive provisions set forth
in Rule 101(c)(1) of Regulation M of the Exchange Act, the
number of Average Market Price Shares and any Additional
Shares sold on any day in any Pricing Period shall not
exceed 10% of the average daily trading volume of the Stock
for the sixty days prior to such Pricing Period. Subject to
the terms and conditions hereof, the Agent shall use its
best efforts to (i) sell all of the designated Average
Market Price Shares during each such Pricing Period, and
(ii) sell the entire Maximum Amount. The Agent shall sell
the shares of Stock only by means of ordinary brokers'
transactions on the New York Stock Exchange (the "NYSE").
The Agent shall not solicit or arrange for the solicitation
of customer's orders in anticipation of or in connection
with such transactions, nor shall it sell short as principal
shares of Stock of the Company except in connection with
customary market making activities in the Company's
outstanding securities. The Agent shall not engage in any
special selling efforts or selling methods relating to the
Stock within the meaning of Rule 100 of Regulation M of the
Exchange Act. The Agent shall calculate on a weekly basis
the average daily trading volume of the Stock. If either
party has reason to believe that the exemptive provisions
set forth in Rule 101(c)(1) of Regulation M of the Exchange
Act are not satisfied, it shall notify the other party and
sales of Stock under this Agreement shall be suspended until
such time as the parties mutually agree to recommence sales
hereunder. In addition, the Company or the Agent may, upon
notice to the other party hereto by telephone (confirmed
promptly by telecopy), suspend the offering of Stock;
provided, however, that such suspension or termination shall
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not affect or impair the parties' respective obligations
with respect to shares of Stock sold hereunder prior to the
giving of such notice.
Section 3. Counterparts. This Amendment may be executed on separate
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counterparts, each of which shall be deemed an original and both of which
together shall constitute a single agreement.
Section 4. Binding Effect. Except as expressly amended hereby, the
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Agreement shall continue to be and shall remain in full force and effect in
accordance with its terms. Any reference to the "Agreement" or the "Sales Agency
Agreement" in the Agreement shall be deemed to be a reference to the Agreement
as amended hereby.
2
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Section 5. Governing Law. This Amendment shall be governed by, and
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construed in accordance with, the laws of the State of New York, United States
of America, applicable to agreements made and to be performed wholly within such
jurisdiction.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
day and year first above written.
Capstead Mortgage Corporation
By:_____________________________________
Name:
Title:
PaineWebber Incorporated
By:_____________________________________
Name:
Title:
3
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EXHIBIT 1.7
FIRST AMENDMENT
TO
SALES AGENCY AGREEMENT
This First Amendment to Sales Agency Agreement (the "Amendment") is entered into
as of this 4th day of March, 1997, by and between CAPSTEAD MORTGAGE
CORPORATION, a Maryland corporation (the "Company"), and PAINEWEBBER
INCORPORATED (the "Agent"), as follows:
RECITALS
WHEREAS, the Company and the Agent have entered into a Sales Agency
Agreement dated as of September 17, 1996 (the "Agreement") relating to the sale
of 4,500,000 shares of $1.26 Cumulative Convertible Preferred Stock, Series B,
par value $0.10 per share; and
WHEREAS, the Company and the Agent desire to amend the Agreement in the
manner set forth herein so as to conform its provisions to the provisions of
Regulation M adopted by the Securities and Exchange Commission pursuant to its
regulatory authority under the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, and the Investment Company Act of
1940, as amended;
NOW THEREFORE, in consideration of the premises and mutual agreements
herein contained, intending to be legally bound, the parties hereto agree as
follows:
Section 1. Defined Terms. Capitalized terms not otherwise defined herein
--------------
shall have the meaning attributed to them in the Agreement.
Section 2. Amendment to Section 3 of the Agreement. Section 3 of the
---------------------------------------
Agreement is hereby amended to delete the second paragraph thereof and to
replace said second paragraph with the following:
The Stock, up to the Maximum Amount, is to be sold during
one or more pricing periods (each a "Pricing Period"), each
Pricing Period consisting of five consecutive calendar days
or such lesser number of days as shall be agreed to by the
Company and the Agent. The Company and the Agent from time
to time will designate Pricing Period(s) and the number of
shares of Stock (not to exceed 30,000 shares) to be sold by
the Agent during each
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such Pricing Period (the "Average Market Price Shares"). If
the Company does not meet the exemptive provisions set forth
in Rule 101(c)(1) of Regulation M of the Exchange Act, the
number of Average Market Price Shares and any Additional
Shares sold on any day in any Pricing Period shall not
exceed 10% of the average daily trading volume of the Stock
for the sixty days prior to such Pricing Period. Subject to
the terms and conditions hereof, the Agent shall use its
best efforts to (i) sell all of the designated Average
Market Price Shares during each such Pricing Period, and
(ii) sell the entire Maximum Amount. The Agent shall sell
the shares of Stock only by means of ordinary brokers'
transactions on the New York Stock Exchange (the "NYSE").
The Agent shall not solicit or arrange for the solicitation
of customer's orders in anticipation of or in connection
with such transactions, nor shall it sell short as principal
shares of Stock of the Company except in connection with
customary market making activities in the Company's
outstanding securities. The Agent shall not engage in any
special selling efforts or selling methods relating to the
Stock within the meaning of Rule 100 of Regulation M of the
Exchange Act. The Agent shall calculate on a weekly basis
the average daily trading volume of the Stock. If either
party has reason to believe that the exemptive provisions
set forth in Rule 101(c)(1) of Regulation M of the Exchange
Act are not satisfied, it shall notify the other party and
sales of Stock under this Agreement shall be suspended until
such time as the parties mutually agree to recommence sales
hereunder. In addition, the Company or the Agent may, upon
notice to the other party hereto by telephone (confirmed
promptly by telecopy), suspend the offering of Stock;
provided, however, that such suspension or termination shall
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not affect or impair the parties' respective obligations
with respect to shares of Stock sold hereunder prior to the
giving of such notice.
Section 3. Counterparts. This Amendment may be executed on separate
------------
counterparts, each of which shall be deemed an original and both of which
together shall constitute a single agreement.
Section 4. Binding Effect. Except as expressly amended hereby, the
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Agreement shall continue to be and shall remain in full force and effect in
accordance with its terms. Any reference to the "Agreement" or the "Sales Agency
Agreement" in the Agreement shall be deemed to be a reference to the Agreement
as amended hereby.
Section 5. Governing Law. This Amendment shall be governed by, and
-------------
construed in accordance with, the laws of the State of New York, United States
of America, applicable to agreements made and to be performed wholly within such
jurisdiction.
2
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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
day and year first above written.
Capstead Mortgage Corporation
By:_____________________________________
Name:
Title:
PaineWebber Incorporated
By:_____________________________________
Name:
Title:
3
