SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: MARCH 31, 2003
(Date of Earliest Event Reported)
CAPSTEAD MORTGAGE CORPORATION
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(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
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ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
RULING RECEIVED GRANTING CAPSTEAD'S MOTION TO DISMISS SHAREHOLDER SUIT
BACKGROUND:
During 1998, twenty-four purported class action lawsuits were filed against the
Company and certain of its officers alleging, among other things, that the
defendants violated federal securities laws by publicly issuing false and
misleading statements and omitting disclosure of material adverse information
regarding the Company's business. In March 1999, these actions were consolidated
and in July 2000, the court appointed a lead plaintiff group. An amended
complaint was filed in October 2000. The amended complaint claims that as a
result of alleged improper actions, the market prices of the Company's equity
securities were artificially inflated during the period between April 17, 1997
and June 26, 1998. The amended complaint seeks monetary damages in an
undetermined amount. In February 2001 the Company responded to this amended
complaint with a motion to dismiss all allegations against the Company and the
named officers. In April 2001 the plaintiffs responded to the Company's motion
to dismiss and the Company filed its reply to the plaintiffs' response in May
2001.
RULING ON MARCH 31, 2003:
By order dated March 31, 2003, the court granted the Company's motion to dismiss
and entered an order dismissing the amended complaint and denying the
plaintiffs' request to further amend their complaint. The plaintiffs have not
yet indicated whether they intend to appeal the dismissal of the amended
complaint.
The court's order also addressed an individual shareholder suit consolidated
with the putative class actions in June 2001, subsequent to the filing of the
motion to dismiss. The court directed the sole plaintiff in the individual suit
to respond in writing by April 21, 2003, and inform the court why the grounds
for dismissal of the amended class action complaint should not also apply to the
claims in the individual suit.
Management continues to believe the final resolution of these suits will not
have a material adverse effect on the financial position of the Company.
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. The Company's financial condition could differ
materially from that anticipated in these forward-looking statements.
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
April 1, 2003 By: /s/ Phillip A. Reinsch
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Phillip A. Reinsch, Senior Vice President
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