<PAGE>
Filed Pursuant to Rule 424(b)(5) SEC File No. 33-62212
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED DECEMBER 6, 1996)
CAPSTEAD MORTGAGE CORPORATION
41,500 SHARES
SHARES OF COMMON STOCK
(PAR VALUE OF $0.01)
7,200 SHARES
SHARES OF $1.26 CUMULATIVE CONVERTIBLE PREFERRED, SERIES B (PAR VALUE OF $.10)
----------------
Pursuant to a Sales Agency Agreement dated as of December 6, 1995 (the
"Common Stock Sales Agency Agreement") between Capstead Mortgage Corporation
(the "Company") and PaineWebber Incorporated ("PaineWebber") (as amended by
Amendment No. 1 thereto dated as of September 10, 1996) 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, 41,500 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"). Pursuant to a Sales Agency Agreement dated as of September 17, 1996
(the "Preferred Stock Sales Agency Agreement") between the Company and
PaineWebber, which has been filed as an exhibit to the Registration Statement
of which this Prospectus Supplement is a part and which is incorporated herein
by reference, the Company has sold through PaineWebber, as agent of the
Company, 7,200 shares of the Company's $1.26 Cumulative Convertible
Preferred, Series B, par value $.10 per share (the "Series B Preferred Stock")
pursuant to ordinary brokers' transactions on the NYSE.
COMMON STOCK
Shares sold during Pricing Period.... January 27, 1997 through January 31, 1997
<TABLE>
<S> <C>
4,000 Average Market Price Shares
37,500 Additional Shares
41,500 Total Shares Sold
</TABLE>
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 (OR TOTAL)
1/27/97 1/28/97 1/29/97 1/30/97 1/31/97 FOR PRICING PERIOD
-------- -------- -------- -------- -------- ------------------
<S> <C> <C> <C> <C> <C>
$23.5625 $0.0000 $24.3125 $24.3750 $24.4375 $24.1719
</TABLE>
<TABLE>
<S> <C> <C>
High and Low Sales Prices at
which Average Market Shares
were sold during pricing
period...................... $24.500 $23.625
</TABLE>
Average Market Price Shares:
<TABLE>
<S> <C>
Gross Proceeds to Company...................................... $ 96,687.50
2% Discount.................................................... $ 1,933.75
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Net Proceeds to Company........................................ $ 94,753.75
Gross Sales Proceeds........................................... $ 96,875.00
Compensation to Agent.......................................... $ 2,121.25
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Net Proceeds to Company........................................ $ 94,753.75
</TABLE>
<TABLE>
<S> <C>
Additional Shares Sold:
Gross Proceeds to Company...................................... $ 909,937.50
Commission to Agent............................................ $ 18,198.75
-------------
Net Proceeds to Company........................................ $ 891,738.75
Total Net Proceeds to Company ................................. $ 986,492.50
Total Compensation to Agent.................................... $ 20,320.00
</TABLE>
On the last day of the Pricing Period, the last reported sales price of
the Shares on the NYSE was.......................................... $24.500
<PAGE>
SERIES B PREFERRED STOCK
Pricing Period................ January 27, 1997 through January 31, 1997
<TABLE>
<S> <C> <C>
Shares of Preferred Stock sold.......... 4,000 Average Market Price Shares
3,200 Additional Shares
7,200 Total Shares Sold
</TABLE>
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
1/27/97 1/28/97 1/29/97 1/30/97 1/31/97 PRICING PERIOD
-------- -------- -------- -------- -------- --------------
<S> <C> <C> <C> <C> <C>
$16.9375 $0.0000 $17.4375 $17.4375 $17.5625 $17.3438
</TABLE>
<TABLE>
<S> <C> <C>
High and Low Sales Prices at
which Average Market Shares
were sold during pricing
period...................... $17.625 $16.875
</TABLE>
Average Market Price Shares:
<TABLE>
<S> <C>
Gross Proceeds to Company....................................... $ 69,375.00
2% Discount..................................................... $ 1,387.50
-----------
Net Proceeds to Company......................................... $ 67,987.50
Gross Proceeds to Agent......................................... $ 69,400.00
Compensation to Agent........................................... $ 1,412.50
-----------
Net Proceeds to Company......................................... $ 67,987.50
</TABLE>
Additional Shares Sold:
<TABLE>
<S> <C>
Gross Proceeds to Company........................................ $ 55,625.00
Commission to Agent.............................................. $ 1,112.50
-----------
Net Proceeds to Company.......................................... $ 54,512.50
Total Net Proceeds to Company ................................... $122,500.00
Total Compensation to Agent...................................... $ 2,525.00
</TABLE>
On January 31, 1997, the last reported sales price of the shares of Series B
Preferred Stock on the NYSE was $17.625 per share.
Note: S.E.C. fees were not used in arriving at any of the above figures.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED
THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
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THE DATE OF THIS PROSPECTUS SUPPLEMENT IS FEBRUARY 4, 1997.
<PAGE>
Pursuant to the terms of the Common Stock Sales Agency Agreement, the
Company may issue and sell up to 5,625,000 shares of the Common Stock from
time to time through PaineWebber, as sales agent for the Company; up to
3,375,000 of such shares are being offered under the Registration Statement of
which this Prospectus Supplement forms a part. Pursuant to the terms of the
Preferred Stock Sales Agency Agreement, the Company may issue and sell up to
4,500,000 shares of the Series B Preferred Stock from time to time through
PaineWebber, as sales agent for the Company. 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, unless a shorter
period has otherwise been agreed to by the Company and PaineWebber. During any
Pricing Period, no more than 60,000 shares of the Common Stock and no more
than 30,000 shares of the Series B Preferred Stock 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 or the
Series B Preferred Stock as the case may be, 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 98% of the Average Market Price for each share of
Common Stock or Series B Preferred Stock sold during a Pricing Period, 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 or Series B Preferred 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
2% of the share price per share 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 or Series B Preferred 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 Securities Act of 1933, as amended (the "Act"), which
Prospectus Supplement will set forth the dates included in such Pricing
Period, the number of such shares of Common Stock and Series B Preferred 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 for the Common Stock
commencing January 27, 1997 and ending January 31, 1997 and the Pricing
Period for the Series B Preferred Stock commencing January 27, 1997 and
ending January 31, 1997 is set forth above.
S-3
<PAGE>
To the extent the Company desires to sell more than 3,375,000 shares of
Common Stock pursuant to the Common Stock 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 and Series B Preferred Stock
on behalf of the Company, PaineWebber may be deemed to be an "underwriter"
within the meaning of the Act, and the compensation of PaineWebber may be
deemed to be underwriting commissions or discounts. The Company has agreed to
provide indemnification and contribution to PaineWebber against certain civil
liabilities, including liabilities under the 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 Common Stock Sales Agency
Agreement will terminate upon the earlier of (i) the sale of all shares of
Common Stock subject thereto or (ii) termination of the Common Stock Sales
Agency Agreement. The Common Stock Sales Agency Agreement may be terminated by
the Company in its sole discretion on December 6, 1996. PaineWebber has the
right to terminate the Common Stock 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 Common Stock Sales
Agency Agreement, or in certain other circumstances specified in the Common
Stock Sales Agency Agreement.
The offering of Series B Preferred Stock pursuant to the Preferred Stock
Sales Agency Agreement will terminate upon the earlier of (i) the sale of all
shares of Series B Preferred Stock subject thereto or (ii) termination of the
Preferred Stock Sales Agency Agreement. The Preferred Stock Sales Agency
Agreement may be terminated by the Company in its sole discretion on September
17, 1997. PaineWebber has the right to terminate the Preferred Stock Sales
Agency Agreement after September 17, 1997 or in certain other circumstances
specified in the Preferred Stock Sales Agency Agreement.
S-4
