SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1)* Capstead Mortgage Corp ----------------------------------------------------- (Name of Issuer) Real Estate Investment Trust ---------------------------------------------------- (Title of Class of Securities) 14067E10000 ----------------------------------------------------- (CUSIP Number) Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued in the following page(s)) Page 1 of 5 Pages CUSIP No.14067E10000 Schedule 13G Page 2 of 5 Pages ------------------------------------------------------------------ 1. NAME OF REPORTING PERSON AND SS OR IRS IDENTIFICATION NO. OF PERSON James Grosfeld 092-30-0377 Nancy Grosfeld 363-48-4817 ------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] ------------------------------------------------------------------ 3. SEC USE ONLY ------------------------------------------------------------------ 4. CITIZENSHIP OR PLACE OF ORGANIZATION Michigan ------------------------------------------------------------------ 5. SOLE VOTING POWER 0 ------------------------------------------------------------------ 6. SHARED VOTING POWER 160,000 ------------------------------------------------------------------ 7. SOLE DISPOSITIVE POWER 0 ------------------------------------------------------------------ 8. SHARED DISPOSITIVE POWER 160,000 ------------------------------------------------------------------ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 160,000 ----------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ------------------------------------------------------------------ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.151% ------------------------------------------------------------------ 12. TYPE OF REPORTING PERSON* IN ------------------------------------------------------------------ *SEE INSTRUCTION BEFORE FILLING OUT! SCHEDULE 13G Page 3 of 5 Pages ITEM 1(A). NAME OF ISSUER: Capstead Mortgage Corp (the "Company) ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 8401 North Central Expressway, Ste 800 Dallas, TX 75225 ITEM 2(A). NAME OF PERSON FILING: James and Nancy Grosfeld ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR IF NONE, RESIDENCE: James and Nancy Grosfeld 20500 Civic Center Drive Suite 3000 Southfield, Michigan 48076 SCHEDULE 13G Page 4 of 5 Pages ITEM 2(C). CITIZENSHIP: See item 4 of cover pages ITEM 2(D). TITLE OF CLASS OF SECURITIES: Real Estate Investment Trust ITEM 2(E). CUSIP NUMBER: 14067E10000 See cover page ITEM 3. Not applicable ITEM 4(A). AMOUNT BENEFICIALLY OWNED: See item 9 of cover pages. ITEM 4(B). PERCENT OF CLASS: See item 11 of cover pages. ITEM 4(C). NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (i) sole power to vote or to direct the vote See item 5 of cover pages. (ii) shared power to vote or to direct the vote: See item 6 of cover pages. (iii) sole power to dispose or to direct the disposition of See item 7 of cover pages. (iv) shared power to dispose or to direct the disposition of See item 8 of cover pages. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. See item 11 of cover pages. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITIES BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not applicable. SCHEDULE 13G Page 5 of 5 Pages ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not applicable ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable TEM 10. CERTIFICATION. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. By:/s/ James Grosfeld SIGNATURE James Grosfeld, Joint Tenant Nancy Grosfeld, Joint Tenant NAME AND TITLE October 24, 2002 ---------------- DATE