UNITED STATES 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 12, 2005
(Date of Earliest Event Reported)
CAPSTEAD MORTGAGE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Maryland
(State of Incorporation)
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1-8896
(Commission File No.)
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75-2027937
I.R.S. Employer
Identification No.) |
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| 8401 North Central Expressway |
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| Suite 800 |
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| Dallas, Texas
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75225 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (214) 874-2323
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 230.14a-12).
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
TABLE OF CONTENTS
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 12, 2005, Capstead Mortgage Corporation (“Capstead”) announced that it had entered into
an agreement to privately place $40,000,000 of trust preferred securities (the “Securities”)
through a newly-formed statutory trust, Capstead Mortgage Trust II, (the “Trust”). The private
placement is expected to close December 15, 2005 pursuant to a placement agreement dated December
6, 2005 by and among Capstead, the Trust, FTN Financial Capital Markets and Keffe, Bruyette &
Woods, Inc. (the “Placement Agreement”). The Securities will require quarterly distributions and
will bear an interest rate of 8.36% through December 14, 2015. Beginning December 15, 2015, the
securities will bear interest at the prevailing three-month LIBOR rate plus 3.30% and will mature
in December 2035. The securities are redeemable, in whole or in part, without penalty, at the
option of Capstead any time on or after December 15, 2015. Capstead intends to use the proceeds of
this private placement for general corporate purposes.
A Copy of the Placement Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K
and is incorporated by reference herein.
Forward Looking Statements
This document contains “forward-looking statements” (within the meaning of the Private Securities
Litigation Reform Act of 1995) that inherently involve risks and uncertainties. Capstead’s actual
results and liquidity can differ materially from those anticipated in these forward-looking
statements because of changes in the level and composition of the Company’s investments and
unforeseen factors. As discussed in the Company’s filings with the Securities and Exchange
Commission, these factors may include, but are not limited to, changes in general economic
conditions, the availability of suitable qualifying investments from both an investment return and
regulatory perspective, the availability of new equity capital, fluctuations in, and market
expectations for fluctuations in, interest rates and levels of mortgage prepayments, deterioration
in credit quality and ratings, the effectiveness of risk management strategies, the impact of
leverage, liquidity of secondary markets and credit markets, increases in costs and other general
competitive factors. In addition to the above considerations, actual results and liquidity related
to direct investments in commercial real estate and investments in loans secured by commercial real
estate are affected by lessee performance under lease agreements, changes in general as well as
local economic conditions and real estate markets, increases in competition and inflationary
pressures, changes in the tax and regulatory environment including zoning and environmental laws,
uninsured losses or losses in excess of insurance limits and the availability of adequate insurance
coverage at reasonable costs, among other factors.
ITEM 7.01. REGULATION FD DISCLOSURE
On December 12, 2005, the Company issued a press release announcing this agreement to privately
place these Trust Preferred Securities. A copy of the press release is furnished herewith as
Exhibit 99.1 and incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits. Exhibit 10.1 is being filed and Exhibit 99.1 is being furnished herewith this Current
Report on Form 8-K.
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| Exhibit |
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Description |
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10.1
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Placement Agreement dated December 6, 2005, by and among the
Registrant, the Trust, FTN Financial Capital Markets and
Keefe, Bruyette & Woods, Inc. |
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99.1
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Press Release dated December 12, 2005 of the Registrant. |
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.
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CAPSTEAD MORTGAGE CORPORATION
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| December 12, 2005 |
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/s/ Phillip A. Reinsch
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Phillip A. Reinsch |
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Chief Financial Officer and
Senior Vice President |
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