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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20459
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
(AMENDMENT NO. 1)
CAPSTEAD MORTGAGE CORPORATION
(Name of Issuer)
CAPSTEAD MORTGAGE CORPORATION
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
(14067E 10 0)
(CUSIP Number of Class of Securities)
ANDREW F. JACOBS
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
CAPSTEAD MORTGAGE CORPORATION
8401 NORTH CENTRAL EXPRESSWAY, SUITE 800
DALLAS, TEXAS 75225
(214) 874-2323
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the Person
Filing the Statement)
Copy to:
DAVID BARBOUR
ANDREWS & KURTH L.L.P.
1717 MAIN STREET, SUITE 3700
DALLAS, TEXAS 75201
(214) 659-4400
DECEMBER 9, 1999
(Date Tender Offer First Published, Sent or Given to Security Holders)
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This Amendment No. 1 to the Issuer Tender Offer Statement on Schedule
13E-4, originally filed with the Securities and Exchange Commission on December
9, 1999 (the "Schedule 13E-4"), relates to the offer by Capstead Mortgage
Corporation, a Maryland corporation ("Capstead"), to purchase up to 10,000,000
shares (or such lesser number of shares as are properly tendered) of its common
stock, par value $0.01 per share (the "Common Stock") at a purchase price of
$4.55 per share, net to the seller in cash, without interest thereon, all upon
the terms and subject to the conditions set forth in the Offer to Purchase,
dated December 9, 1999 (the "Offer to Purchase"), and the related Letter of
Transmittal (which, as amended or supplemented from time to time, together
constitute the "Offer").
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 of Schedule 13E-4 is hereby amended and supplemented to add the
following exhibit:
(a)(9) Form of Summary Advertisement dated December 16, 1999.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: December 15, 1999
CAPSTEAD MORTGAGE CORPORATION
By: /s/ ANDREW F. JACOBS
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Andrew F. Jacobs
Executive Vice President and Chief
Financial Officer
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
(a)(9) Form of Summary Advertisement dated December 16, 1999.
</TABLE>
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EXHIBIT - 99.A.9
FORM OF SUMMARY ADVERTISEMENT DATED DECEMBER 16, 1999
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell shares of Common Stock. The Offer is made solely by the Offer to
Purchase dated December 9, 1999 and the related Letter of Transmittal. The Offer
is not being made to, nor will Capstead accept tenders from or on behalf of,
holders of Common Stock in any jurisdiction in which the Offer or its acceptance
would violate that jurisdiction's laws. Capstead is not aware of any
jurisdiction in which the making of the Offer or the tender of Common Stock
would not be in compliance with the laws of such jurisdiction. In jurisdictions
whose laws require that the Offer be made by a licensed broker or dealer, the
Offer shall be deemed to be made on Capstead's behalf by PaineWebber
Incorporated or by one or more registered brokers or dealers licensed under the
laws of such jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH
UP TO 10,000,000 SHARES OF COMMON STOCK
OF
CAPSTEAD MORTGAGE CORPORATION
AT A PURCHASE PRICE OF $4.55 PER SHARE
Capstead Mortgage Corporation ("Capstead") invites its stockholders to
tender up to 10,000,000 shares of its common stock, par value $0.01 per share
("Common Stock"), at a purchase price of $4.55 per share (the "Purchase Price"),
net to the seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated December 9, 1999 (the
"Offer to Purchase"), and the related Letter of Transmittal (which together
constitute the "Offer"). THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL
EXPIRE ON JANUARY 14, 2000, AT 5:00 P.M., NEW YORK CITY TIME, UNLESS THE OFFER
IS EXTENDED. On December 7, 1999, the most recent practicable date prior to the
announcement of the Offer, the closing per share sales price of the Common
Stock, as reported on the New York Stock Exchange composite tape, was $3.75. The
Offer is not conditioned on any minimum number of shares of Common Stock being
tendered. The Offer is, however, subject to certain other conditions set forth
in the Offer to Purchase. The Board of Directors of Capstead (the "Board") has
approved the making of the Offer. Stockholders must, however, make their own
decision whether to tender shares of Common Stock and, if so, how many shares to
tender. None of Capstead, its Board or the Dealer Manager makes any
recommendation with respect to the Offer, and no person has been authorized by
Capstead or its Board to make any such recommendation. Directors and executive
officers of Capstead have agreed not to participate in the Offer. The Board
believes that Capstead's financial condition and current market conditions
(including the current market price of the Common Stock) make this an attractive
time to repurchase a portion of its outstanding Common Stock in order to enhance
stockholder value.
Capstead will pay the Purchase Price for all shares of Common Stock validly
tendered and not properly withdrawn prior to the Expiration Date (as defined
below), upon the terms and subject to the conditions of the Offer including the
proration terms described below. The term "Expiration Date" means 5:00 p.m., New
York City time, on Friday, January 14, 2000, unless and until Capstead in its
sole discretion shall have extended the period of time during which the Offer is
open, in which event the term "Expiration Date" shall refer to the latest time
and date at which the Offer, as so extended by Capstead, shall expire. Capstead
reserves the right, in its sole discretion, to purchase more than 10,000,000
shares of Common Stock pursuant to the Offer. Capstead shall be deemed to have
accepted for payment (and therefore purchased) shares of Common Stock that are
properly tendered and not properly withdrawn (subject to the proration
provisions and the other terms and conditions of the Offer) only when, as and if
it gives oral or written notice to Norwest Bank Minnesota, N.A. (the
"Depositary") of its acceptance of shares for payment pursuant to the Offer. In
all cases, payment for shares tendered and accepted for payment pursuant to the
Offer will be made promptly (subject to possible delay in the event of
proration), but only after timely receipt by the Depositary of certificates for
such shares (or a timely confirmation of a book-entry transfer of such shares
into the Depositary's account at the Book-Entry Transfer Facility (as defined in
the Offer to Purchase)), a properly completed and duly executed Letter of
Transmittal (or manually signed facsimile thereof) (unless such tender is made
through the Book-Entry Transfer Facility's Automated Tender Offer Program
("ATOP")) and any other required documents. Upon the terms and subject to the
conditions of the Offer, in the event that more than 10,000,000 shares of Common
Stock (or such greater number of shares of Common Stock as Capstead may elect to
purchase pursuant to the Offer) are validly tendered and not properly withdrawn,
shares validly tendered and not properly withdrawn prior to the Expiration Date
shall be purchased on a pro-rata basis, disregarding fractions that arise as a
result of such prorationing, according to the number of shares tendered by each
holder of Common Stock prior to the Expiration Date of the Offer; provided,
however, that all shares tendered prior to the Expiration Date by any holder of
Common Stock who owned of record or beneficially as of the close of business on
December 8, 1999 and who continues to own, of record or beneficially as of the
Expiration Date, an aggregate of fewer than 100 shares of Common Stock and who
tenders all of such shares (partial tenders will not qualify for this
preference) and completes the box captioned "Odd Lots" in the Letter of
Transmittal shall be purchased in full, prior to the proration of shares
tendered by any other holder of Common Stock. Capstead expressly reserves the
right to extend the period of time during which the Offer is open and thereby
delay acceptance for payment of, and payment for, any shares by giving oral or
written notice of such extension to the Depositary and making a public
announcement thereof. Capstead also expressly reserves the right, in its sole
discretion, to terminate the Offer and not accept for payment or pay for any
shares not previously accepted for payment or paid for or, subject to applicable
law, to postpone payment for shares upon the occurrence of certain conditions
specified in the Offer by giving oral or written notice of such termination or
postponement to the Depositary and making a public announcement thereof. Shares
tendered pursuant to the Offer may be withdrawn at any time before the
Expiration Date and, unless accepted for payment by Capstead as provided in the
Offer to Purchase, may also be withdrawn after February 7, 2000. To be
effective, the Depositary must receive a notice of withdrawal in written,
telegraphic or facsimile form in a timely manner. Any such notice of withdrawal
must specify the name of the person having tendered the shares to be withdrawn,
the number of shares tendered, the number of shares to be withdrawn, and, if
certificates representing such shares have been delivered to the Depositary, the
name of the stockholder of record of such shares, as set forth in such
certificates. If the certificates have been delivered to the Depositary, the
tendering holder of Common Stock must also submit the serial numbers of the
particular certificates for the shares to be withdrawn, and the signature on the
stockholder's notice of withdrawal must be guaranteed by an Eligible Institution
(as defined in the Offer) (except in the case of shares tendered for the account
of an Eligible Institution). If shares have been tendered through ATOP, the
notice of withdrawal also must specify the name and the number of the account at
the Book-Entry Transfer Facility to be credited with the withdrawn shares and
must otherwise comply with such Book-Entry Transfer Facility's procedures. The
Offer to Purchase and the Letter of Transmittal contain important information
which should be read carefully before stockholders decide whether to accept or
reject the Offer. These materials have been mailed to record holders of the
Common Stock as of December 8, 1999 and have been furnished to brokers, banks
and similar persons whose names, or the names of whose nominees, appeared on
Capstead's stockholder list (or, if applicable, who are listed as participants
in a clearing agency's security position listing) as of December 8, 1999 for
transmittal to beneficial holders of Common Stock. The information required to
be disclosed by Rule 13e-4(d)(1) under the Securities Exchange Act of 1934, as
amended, is contained in the Offer to Purchase and is incorporated by reference
herein. Additional copies of the Offer to Purchase and the Letter of Transmittal
may be obtained from the Information Agent and will be furnished at Capstead's
expense. Questions and requests for assistance may be directed to the
Information Agent or the Dealer Manager as set forth below.
The Information Agent for the Offer is:
CORPORATE INVESTOR COMMUNICATIONS, INC.
111 Commerce Road
Carlstadt, NJ 07072-2586
Banks and Brokerage Firms call: (201) 896-1900
Stockholders please call: (877) 842-2407 (toll free)
The Dealer Manager for the Offer is:
PAINEWEBBER INCORPORATED
1285 Avenue of the Americas
New York, New York 10019
(888) 559-8850
December 16, 1999
