-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Kf6xYW/0CctuP4pYzkH+71PfGgr0czDwcpVw6MQvij4jSZBW25Wn9J9IfuMgu0gT 4XcgbulaY0mT5gblVi6ytw== 0000930661-97-002905.txt : 19971223 0000930661-97-002905.hdr.sgml : 19971223 ACCESSION NUMBER: 0000930661-97-002905 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971222 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971222 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPSTEAD MORTGAGE CORP CENTRAL INDEX KEY: 0000766701 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 752027937 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-08896 FILM NUMBER: 97741796 BUSINESS ADDRESS: STREET 1: 2711 NORTH HASKELL AVE STREET 2: STE 900 CITY: DALLAS STATE: TX ZIP: 75204 BUSINESS PHONE: 2148742323 MAIL ADDRESS: STREET 1: 2711 NORTH HASKELL AVENUE STREET 2: STE 900 CITY: DALLAS STATE: TX ZIP: 75204 FORMER COMPANY: FORMER CONFORMED NAME: LOMAS MORTGAGE CORP DATE OF NAME CHANGE: 19891105 8-K 1 FORM 8-K 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: December 22, 1997 (Date of earliest event reported) CAPSTEAD MORTAGE 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 75204 Dallas, Texas (Zip Code) (Address of principal executive offices) Registrant's Telephone Number, Including Area Code: (214) 874-2323 Item 5. Other Events. This Current Report is being filed solely in order to ------------ file the following exhibit as part of the Registrant's Registration Statement on the Form S-3 (No. 333-26865), as amended: Exhibit No. Description ---------- ----------- 1.7 Third Amendment to the Sales Agency Agreement dated as of December 6, 1995 between Capstead Mortage Corporation and PaineWebber Incorporated (the "Sales Agency Agreement") Item 7. Financial Statements and Exhibits --------------------------------- (a) Not applicable. (b) Not applicable. (c) Exhibits Exhibit No. Description ---------- ----------- 1.7 Third Amendment to the Sales Agency Agreement 2 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 December 22, 1997 By: /s/ PHILLIP A. REINSCH ----------------------------- Phillip A. Reinsch Vice President - Control 3 EX-1.7 2 THIRD AMENDMENT TO SALES AGENCY AGREEMENT EXHIBIT 1.7 November 17, 1997 THIRD AMENDMENT TO SALES AGENCY AGREEMENT DATED DECEMBER 6, 1995 ---------------------- PAINEWEBBER INCORPORATED 1285 Avenue of the Americas New York, New York 10019 Gentlemen: The Sales Agency Agreement, dated December 6, 1995 (as previously amended by the First Amendment thereto dated September 10, 1996 and the Second Amendment thereto dated March 4, 1997, the "Sales Agency Agreement"), between Capstead Mortgage Corporation (the "Company") and you relating to the sale of up to 5,625,000 shares of the Company's common stock, par value $0.01 per share, is hereby amended as set forth in the numbered paragraphs below. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Sales Agency Agreement. 1. Section 1 of the Sales Agency Agreement is amended hereby to provide that the "Maximum Amount" of Stock to be sold pursuant to the Sales Agency Agreement shall be 10,625,000. 2. Section 2(a) of the Sales Agency Agreement is amended as follows: (i) the reference to Registration No. 33-62212 is replaced by a reference to Registration No. 333-26865, and (ii) the last two sentences of such section are deleted in their entirety and replaced with the following: "As of the close of business on November 14, 1997, 2,698,350 shares of Stock were available for issuance pursuant to the Registration Statement, which permits their sale in the manner contemplated by this Agreement. To the extent the Company desires to sell more than 2,698,350 shares of Stock pursuant to this Agreement or to the extent the amount of Stock registered under the Registration Statement is otherwise depleted, the Company shall file a new registration statement with respect to such shares and shall cause such registration statement to become effective. After the effectiveness of said registration statement, all references to "Registration Statement" included in this Agreement shall be deemed to include such new registration statement." 3. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. 4. This Amendment may be signed by any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 5. Except as expressly amended hereby, the Sales Agency Agreement shall remain in full force and effect. 2 If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this letter and the acceptance by you thereof shall constitute a binding agreement between the Company and in accordance with its terms. Very truly yours, CAPSTEAD MORTGAGE CORPORATION By: /s/ Andrew F. Jacobs ------------------------------------------ Name: Andrew F. Jacobs Title: Senior Vice President and Treasurer Accepted in New York, New York, as of the date hereof: PAINEWEBBER INCORPORATED By: /s/ Halle J. Benett ---------------------------- Name: Halle J. Benett Title: Vice President 3 -----END PRIVACY-ENHANCED MESSAGE-----