ITEM 1. THE COMPANY.
CMC Securities Corporation II (the "Company") was incorporated in Delaware on January 4, 1993 as a limited-purpose finance corporation and is wholly-owned by Capstead Holdings, Inc. ("CHI"), a subsidiary of Capstead Mortgage Corporation ("CMC"). CHI was formed in 1997 in part to hold CMC's interest in the Company and Capstead Inc. Prior to the formation of CHI, the Company was owned by Capstead Inc. The Company is managed by CMC (the "Manager").
The Company was formed primarily for the purpose of issuing publicly-offered multi-class, mortgage pass-through certificates ("MPCs") that evidence ownership interests in trust funds owning pools of mortgage loans secured by single-family residences purchased by the trust funds from the Company. On March 30, 1993 the Securities and Exchange Commission declared effective an amended registration statement filed by the Company covering the offering of a maximum of $2 billion aggregate principal amount of MPCs, issuable from time to time in series. Another registration statement became effective September 27, 1993 covering the offering of another $2 billion of MPCs. The Company issued its first MPC (MPC series 1993-2A) on May 28, 1993. As of December 31, 1999, the Company had issued 13 MPCs (MPC Series 1993-2A through 1996-C) totaling $2,960,389,000, including $217,199,000 of privately-placed MPCs.
COMPETITION
In issuing securities, the Company competes with other issuers of these securities and the securities themselves compete with other investment opportunities available to prospective purchasers.
EMPLOYEES
The Manager provides all executive and administrative personnel required by the Company.
MANAGEMENT AGREEMENT
Pursuant to a Management Agreement, the Manager advises the Company with respect to its investments and administers the day-to-day operations of the Company. The Management Agreement is nonassignable except by consent of the Company and the Manager. The Management Agreement may be terminated without cause at any time upon 90 days written notice. In addition, the Company has the right to terminate the Management Agreement upon the happening of certain specified events, including a breach by the Manager of any provision contained in the Management Agreement which remains uncured for 30 days after notice of such breach and the bankruptcy or insolvency of the Manager.
The Manager is at all times subject to the supervision of the Company's Board of Directors and has only such functions and authority as the Company delegates to it. The Manager is responsible for the day-to-day operations of the Company and performs such services and activities relating to the assets and operations of the Company as may be appropriate. The Manager receives an annual basic management fee of $10,000 per year for managing the assets pledged to secure Bonds issued by the Company.
The Manager is required to pay employment expenses of its personnel (including salaries, wages, payroll taxes, insurance, fidelity bonds, temporary help and cost of employee benefit plans), and other office expenses, travel and other expenses of directors, officers and employees of the Manager, accounting fees and expenses incurred in supervising and monitoring the Company's investments. The Company is required to pay all other expenses of operation (as defined in the Management Agreement).
ITEM 2.
ITEM 2. PROPERTIES.
The Company conducts operations at CMC's offices in Dallas, Texas.
Each series of MPCs issued by the Company represents in the aggregate the entire beneficial interest in a trust (collectively, for all such series, the "Trusts") consisting primarily of a segregated pool of single-family first mortgage loans. For each servicer of mortgage loans owned by the Trusts, the Company will furnish an Officer's Certificate of the Servicer with regard to such servicer's compliance with the terms of the Security Agreement.
Listing of Officer's Certificates of the Servicers........... See Exhibit 99.3
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS.
As of the date hereof, there are no material legal proceedings outside the normal course of business to which the Company was a party or of which any of its property was the subject.
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
All of the Company's common stock is owned by CHI. Accordingly, there is no public trading market for its common stock. Presently, there is no established trading market for the Company's MPCs. Holders of record for the Company's publicly-offered MPCs are as follows:
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
PART III
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) Documents filed as part of this report:
1. Financial Statements: Listings of Officer's Certificates of the Servicers and Independent Accountants Reports on Servicer's Activities. Actual copies of such Certificates and reports are available upon request.
2. Financial statement schedules: None.
3. Exhibits:
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(1) Previously filed with the Commission as an exhibit to the Company's Registration Statement on Form S-11 (No. 33-6830) as of September 16, 1993.
(2) Previously filed with the Commission as an exhibit to the Company's Registration Statement on Form S-11 (No. 33-56778) as of January 7, 1993.
(3) Previously filed with the Commission as an exhibit to Amendment No. 1 to the Company Registration Statement on Form S-11 (No. 33-56778) as of March 8, 1993.
(4) Previously filed with the Commission as an exhibit to Amendment No. 2 to the Company's Registration Statement on Form S-11 (33-56778) as of March 26, 1993.
* Filed herewith.
(b) Reports on Form 8-K:
Current Reports on Form 8-K regarding monthly distributions of principle and interest made with respect to the outstanding REMIC Pass-Through Certificates (Item 5) were filed as follows:
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CMC SECURITIES CORPORATION II REGISTRANT
Date: March 15, 2001 By: /s/ ANDREW F. JACOBS -------------------------------- Andrew F. Jacobs Executive Vice President-Finance
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated below and on the dates indicated.
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.
No annual report or proxy material has been sent to security holders.
INDEX TO EXHIBITS
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(1) Previously filed with the Commission as an exhibit to the Company's Registration Statement on Form S-11 (No. 33-6830) as of September 16, 1993.
(2) Previously filed with the Commission as an exhibit to the Company's Registration Statement on Form S-11 (No. 33-56778) as of January 7, 1993.
(3) Previously filed with the Commission as an exhibit to Amendment No. 1 to the Company Registration Statement on Form S-11 (No. 33-56778) as of March 8, 1993.
(4) Previously filed with the Commission as an exhibit to Amendment No. 2 to the Company's Registration Statement on Form S-11 (33-56778) as of March 26, 1993.
* Filed herewith.