-----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, SHjrKoBq4G0lDb/8r8TykBNEvw95jSOK/cSybJNSJ9xHkOzHMp3ql+2u1Qn4aWen pf/QOESUsezwDStabCeuDQ== 0000950134-01-503792.txt : 20010703 0000950134-01-503792.hdr.sgml : 20010703 ACCESSION NUMBER: 0000950134-01-503792 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010702 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010702 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: 1673507 BUSINESS ADDRESS: STREET 1: 8401 NORTH CENTRAL EXPRESSWAY STREET 2: STE 800 CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: 2148742323 MAIL ADDRESS: STREET 1: 8401 NORTH CENTRAL EXPRESSWAY STREET 2: STE 800 CITY: DALLAS STATE: TX ZIP: 75225 FORMER COMPANY: FORMER CONFORMED NAME: LOMAS MORTGAGE CORP DATE OF NAME CHANGE: 19891105 8-K 1 d88804e8-k.txt FORM 8-K 1 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: JULY 2, 2001 ------------ (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.) 8401 NORTH CENTRAL EXPRESSWAY SUITE 800 DALLAS, TEXAS 75225 ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (214) 874-2323 -------------- 2 ITEM 5. OTHER EVENTS - PAYMENT OF SPECIAL COMMON DIVIDEND AND IMPLEMENTATION OF 1-FOR-2 REVERSE COMMON STOCK SPLIT Special Dividend. On April 30, 2001 the Board of Directors declared a special dividend of $7.30 per common share (pre-reverse split), or approximately $201 million of the Company's Paid-in capital, which was paid June 29, 2001 to stockholders of record as of June 13, 2001. Because of the significance of this distribution, the common shares did not trade ex-dividend until July 2, 2001. Common stockholders who sold their shares after the record date, and through the payment date, also sold their right to receive the special dividend. 1-For-2 Reverse Common Stock Split. In conjunction with declaring the special common dividend on April 30, 2001, the Company also announced it had called a special meeting of stockholders which was held June 15, 2001 for the purpose of approving a 1-for-2 reverse stock split of its common stock. At the special meeting the reverse common stock split was approved. Also on June 15, 2001, the Board established the close of business on June 29, 2001, as the effective date of the reverse split. As such, the first day the common shares traded post-split was July 2, 2001. This coincided with the first day that the common shares began trading ex-special dividend. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Financial Statements: Included in Exhibit 5.0 to this Form 8-K filing is a Selected Financial Data Schedule which reflects the effect of the 1-for-2 reverse common stock split. EXHIBITS: EXHIBIT NUMBER: 5.0 - Selected Financial Data EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION 5.0 Selected Financial Data 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 July 2, 2001 By: /s/ Andrew F. Jacobs ----------------------------------------------------- Andrew F. Jacobs - Executive Vice President - Control 3 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 5.0 Selected Financial Data
EX-5.0 2 d88804ex5-0.txt SELECTED FINANCIAL DATA 1 EXHIBIT 5.0 TO FORM 8-K SELECTED FINANCIAL DATA (In thousands, except percentages and per share amounts) (Unaudited)
QUARTER ENDED MARCH 31 ------------------------------ 2001 2000 ----------- ----------- SELECTED CONSOLIDATED STATEMENT OF OPERATIONS DATA: Interest income $ 143,327 $ 142,829 Interest and related expense 121,105 130,214 ----------- ----------- Net margin on mortgage assets and other investments 22,222 12,615 Other operating revenue (expense) 2,427 (945) ----------- ----------- Net income (loss) $ 24,649 $ 11,670 =========== =========== Net income (loss) per common share:* Basic $ 1.49 $ 0.44 Diluted 1.39 0.44 Return on average stockholders' equity and preferred stock subject to repurchase 13.38% 6.96% Cash dividends paid per share:* Common $ 0.980 $ 0.440 $1.60 Series A Preferred 0.400 0.400 $1.26 Series B Preferred 0.315 0.315 $0.56 Series C Preferred -- 0.140 $0.40 Series D Preferred -- 0.100 Average number of common shares outstanding:* Basic 12,557 12,159 Diluted 14,185 13,508 SELECTED CONSOLIDATED BALANCE SHEET DATA: Mortgage securities and other investments $ 4,682,937 $ 5,339,935 CMO collateral and investments 3,020,161 3,455,238 Total assets 7,787,070 8,853,267 Borrowings under repurchase arrangements 4,168,018 4,855,340 Collateralized mortgage obligations 2,998,224 3,427,653 Preferred stock subject to repurchase 25,210 50,458 Stockholders' equity 578,014 501,716
NOTE: THE SELECTED FINANCIAL DATA DOES NOT REFLECT THE JUNE 29, 2001 PAYMENT OF A $7.30 (PRE-REVERSE SPLIT) SPECIAL COMMON DIVIDEND RESULTING IN THE REDUCTION OF STOCKHOLDERS' EQUITY OF APPROXIMATELY $201 MILLION. * AMOUNTS HAVE BEEN ADJUSTED FOR 1-FOR-2 REVERSE COMMON STOCK SPLITS EFFECTIVE JULY 2, 2001 AND MAY 8, 2000. 2 SELECTED FINANCIAL DATA (In thousands, except percentages and per share amounts) (Unaudited)
YEAR ENDED DECEMBER 31 ----------------------------------------------------------------------------- 2000 1999 1998 1997 1996 ----------- ----------- ----------- ----------- ----------- SELECTED CONSOLIDATED STATEMENT OF OPERATIONS DATA: Interest income $ 586,585 $ 563,159 $ 667,198 $ 694,259 $ 662,964 Interest and related expense 542,150 504,947 659,575 616,287 589,606 ----------- ----------- ----------- ----------- ----------- Net margin on mortgage assets and other investments 44,435 58,212 7,623 77,972 73,358 Net margin on mortgage banking operations* -- -- 11,821 59,422 49,122 Other operating revenue (expense)** (95,921) (303) (254,208) 22,532 4,748 ----------- ----------- ----------- ----------- ----------- Net income (loss) $ (51,486) $ 57,909 $ (234,764) $ 159,926 $ 127,228 =========== =========== =========== =========== =========== Net income (loss) per common share:*** Basic $ (6.59) $ 2.42 $ (16.87) $ 10.49 $ 9.48 Diluted (6.59) 2.42 (16.87) 9.40 8.28 Return on average stockholders' equity and preferred stock subject to repurchase (8.72)% 8.56% (28.83)% 19.12% 18.41% Cash dividends paid per share:*** Common $ 1.42 $ 2.40 $ 4.00 $ 9.60 $ 8.46 $1.60 Series A Preferred 1.60 1.60 1.60 1.60 1.60 $1.26 Series B Preferred 1.26 1.26 1.26 1.26 1.26 $0.56 Series C Preferred 0.56 0.03 -- -- -- $0.40 Series D Preferred 0.30 0.02 -- -- -- Average number of common shares outstanding:*** Basic 11,487 14,587 15,237 12,814 9,579 Diluted 11,487 14,761 15,237 17,006 15,375 SELECTED CONSOLIDATED BALANCE SHEET DATA: Mortgage securities and other investments $ 5,394,459 $ 5,408,714 $ 2,369,602 $ 6,114,130 $ 4,840,417 CMO collateral and investments 3,126,878 3,318,886 4,571,274 5,195,436 4,501,646 Mortgage servicing rights* -- -- -- 669,062 626,094 Total assets 8,610,497 8,807,039 7,100,287 12,357,515 10,157,338 Borrowings under repurchase arrangements 4,904,632 4,872,392 1,839,868 7,099,706 5,462,856 Collateralized mortgage obligations 3,103,874 3,289,584 4,521,324 4,309,455 3,861,892 Preferred stock subject to repurchase 25,210 50,584 -- -- -- Stockholders' equity 545,669 563,806 680,201 888,608 726,869
NOTE: THE SELECTED FINANCIAL DATA DOES NOT REFLECT THE JUNE 29, 2001 PAYMENT OF A $7.30 (PRE-REVERSE SPLIT) SPECIAL COMMON DIVIDEND RESULTING IN THE REDUCTION OF STOCKHOLDERS' EQUITY OF APPROXIMATELY $201 MILLION. * THE MORTGAGE BANKING OPERATIONS, INCLUDING RELATED MORTGAGE SERVICING RIGHTS, WERE SOLD IN DECEMBER 1998. ** INCLUDES LOSSES ON THE SALE OF MORTGAGE ASSETS INCURRED DURING THE SECOND QUARTER OF 2000 WITH THE MODIFICATION OF THE COMPANY'S INVESTMENT STRATEGY TO FOCUS ON SHORT MATURITY AND ADJUSTABLE-RATE MORTGAGE ASSETS. RESULTS IN 1998 INCLUDE LOSSES FROM THE SALE OF MORTGAGE ASSETS, PRINCIPALLY INTEREST-ONLY MORTGAGE SECURITIES. *** AMOUNTS HAVE BEEN ADJUSTED FOR 1-FOR-2 REVERSE COMMON STOCK SPLITS EFFECTIVE JULY 2, 2001 AND MAY 8, 2000. -----END PRIVACY-ENHANCED MESSAGE-----