-----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, J9+pFs2LxSaapFOYTAWbb1W8BBToTGfTuvHp8yorZNPP1oqtXrissRPr7GR0yzze Tnu+/1fbQkPFS58W0Cx/1g== 0000930661-97-000697.txt : 19970327 0000930661-97-000697.hdr.sgml : 19970327 ACCESSION NUMBER: 0000930661-97-000697 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970326 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970326 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: 1934 Act SEC FILE NUMBER: 001-08896 FILM NUMBER: 97564044 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: 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 Item 5. Other Events. This Current Report is being filed solely in order to ------------ file the following exhibits as part of the Registrant's Registration Statement on Form S-3 (No. 33-62212), as amended: Exhibit No. Description ----------- ----------- 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 ----------- ----------- 1.6 Second Amendment to the Sales Agency Agreement 1.7 First Amendment to the Series B Preferred Stock 1996 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 March 26, 1997 By: /s/ JULIE A. MOORE ------------------------------- Julie A. Moore Senior Vice President - Asset and Liability Management 3 EX-1.6 2 SECOND AMENDMENT TO SALES AGENCY AGREEMENT 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 ------------- 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 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 -------- ------- 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 -------------- 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 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. 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 EX-1.7 3 FIRST AMENDMENT TO SALES AGENCY AGREEMENT 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 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 -------- ------- 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 -------------- 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 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 -----END PRIVACY-ENHANCED MESSAGE-----