In the latest of a slew of class actions, Capstead Mortgage Corp. of Dallas was again accused this week of issuing false statements that inflated its stock price.
Doing so, the action says, permitted officers and directors of the mortgage investment company to raise about $192.2 million to fund operations by selling new stock. Also, the action says, the false statements permitted officers to exchange their dividend-equivalent rights for $23.25 per share, realizing personal profits of more than $10.6 million.
The new suit was filed in Dallas by the law offices of Steven E. Cauley, Little Rock, and of Al Yates, Jr., Pittsburgh.
Capstead has been hit with at least a dozen class actions in recent months. The latest alleges that between April 17, 1997, and June 25 of this year, people who bought shares paid too high a price, and that Capstead's top executives caused the stock to trade at artificially high levels by misrepresenting the company's financial results, the outlook for the business, and the success of its investment strategy.
Capstead issued a statement on Tuesday saying it "intends to defend itself vigorously" against the class actions. It added that the "resolution of these suits will not have a material adverse effect on the financial position of the company."
On June 26, the day Capstead announced a loss of $255 million, its stock fell $3.626, to $9.312. Class actions started to mount after the decline-a typical result, according to lawyers.
Data from CDA/Investnet show the most significant selling by insiders in January and February of 1997-before the class actions.
But trades from January to March 1998 showed "a positive picture by the insiders," said Stacey Griffin, senior research analyst with CDA/Investnet in Baltimore. "We show them purchasing shares on the open market and exercising nonqualified options, and in fact increasing their holdings during this period."
Five executives acquired 205,910 shares through exercise of nonqualified options and open-market purchases at $18.95 to $19.56 per share, according to CDA/Investnet.
Capstead said at the end of June that it had sold all of its $977 million investment in interest-only securities, $659 million of its Fannie Mae and Freddie Mac adjustable-rate mortgage securities, and $656 million of its Ginnie Mae ARM securities.
The sale of these positions resulted in a loss of $255 million and an impairment charge of nearly $45 million for the second quarter for its mortgage servicing portfolio.
Capstead did not replace the mortgage securities it sold. The company also sold $1.1 billion of fixed-rate securities.
Capstead announced on Tuesday that, contrary to some reports, it will pay its next monthly preferred dividend on Aug. 31.
The company also said it has about $700 million of stockholder equity. This equity base, along with the company's borrowing capacity, provides sufficient liquidity.
Jim Fowler, senior research analyst at NationsBanc Montgomery Securities, said Capstead's troubles relate not to management but to a wave of prepayments that is likely to continue in the next three months if the 10-year Treasury note yield remains around 5.25%.
Capstead is exposed to some harsh elements because it has "a large servicing portfolio that is probably very modestly, if at all, protected in terms of hedges" from the low-rate, fast-prepayment environment. Capstead also has no origination capability, Mr. Fowler noted.
Mr. Fowler said the company's best bet is to sell its servicing portfolio as soon as possible before further significant refinancings.