<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM 8-K
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: DECEMBER 31, 1998
-----------------
(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 No.) (I.R.S. Employer
Identification No.)
2711 NORTH HASKELL AVENUE
SUITE 900
DALLAS, TEXAS 75204
--------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (214) 874-2323
--------------
<PAGE> 2
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
UNAUDITED PRO FORMA FINANCIAL DATA
The following unaudited pro forma condensed statement of operations is
presented as if Capstead Mortgage Corporation's (the "Company") subsidiary
Capstead Inc. had sold its mortgage banking operations (the "Sale") on January
1, 1998. The unaudited pro forma condensed operating statement is based on
certain assumptions and adjustments described in the notes to the unaudited pro
forma financial data included in this filing and should be read in conjunction
therewith.
The unaudited pro forma condensed operating statement does not give
effect to (i) the redeployment of proceeds from the Sale into mortgage
securities or other suitable investments, (ii) the effect of repurchasing shares
of common and preferred stock, if any, under the limited share repurchase
program announced February 4, 1999, or (iii) certain cost savings the Company
believes it will realize given its reduced employee base and overhead after the
Sale.
THE UNAUDITED PRO FORMA FINANCIAL DATA DOES NOT PURPORT TO PRESENT THE
RESULTS OF OPERATIONS OF THE COMPANY HAD THE TRANSACTIONS AND EVENTS ASSUMED
THEREIN OCCURRED ON THE DATE SPECIFIED, NOR ARE THEY NECESSARILY INDICATIVE OF
THE RESULTS OF OPERATIONS THAT MAY BE ACHIEVED BY THE COMPANY IN THE FUTURE.
UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
CAPSTEAD MORTGAGE CORPORATION AND SUBSIDIARIES
FOR THE YEAR ENDED DECEMBER 31, 1998
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
YEAR ENDED SALE
DECEMBER 31, 1998 ADJUSTMENTS PRO FORMA
----------------- ----------- ---------
<S> <C> <C> <C>
Interest income $ 667,198 $ -- $ 667,198
Interest and related expense (659,575) 26,500(a) (633,075)
--------- --------- ---------
Net margin on mortgage assets and
other investments 7,623 26,500 34,123
Net margin on mortgage banking operations 11,821 (11,821)(b) --
Other operating revenue (expense):
Gain (loss) on sale of mortgage assets and
related derivative financial instruments (245,261) -- (245,261)
Impairment on CMO investments (4,051) -- (4,051)
CMO administration and other 4,598 -- 4,598
Other operating expense (9,494) 1,900(c) (7,594)
--------- --------- ---------
Pro forma net loss $(234,764) $ 16,579 $(218,185)
========= ========= =========
Pro forma net loss per common share:
Basic $ (4.22) $ (3.95)
Diluted (4.22) (3.95)
</TABLE>
<PAGE> 3
NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL DATA
(a) Represents interest expense savings assuming the proceeds of the
sale of mortgage servicing rights and the mortgage banking
operations are employed to reduce short-term indebtedness on the
Company's mortgage asset portfolios at the Company's average
effective borrowing rate for 1998 of 5.55%.
(b) Eliminates results of mortgage banking operations including the
$2.9 million gain on the Sale to reflect the Sale as having
occurred as of the beginning of the period presented.
(c) Represents other operating expenses indirectly associated with
the mortgage banking operations.
SIGNATURES
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 12, 1999 By: /s/ Phillip A. Reinsch
---------------------------------------------------
Phillp A. Reinsch - Senior Vice President - Control
