-----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, C1PeJTPi0ivAqjAoUEsaEFKpIkOdKfZw2VPGPreCfIDDhxONizl8tn/Ayo/jSbMA MqF8Mr0GrE6XlSEwGi5Tig== /in/edgar/work/20000908/0000950172-00-001569/0000950172-00-001569.txt : 20000922 0000950172-00-001569.hdr.sgml : 20000922 ACCESSION NUMBER: 0000950172-00-001569 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000908 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAPSTEAD MORTGAGE CORP CENTRAL INDEX KEY: 0000766701 STANDARD INDUSTRIAL CLASSIFICATION: [6798 ] IRS NUMBER: 752027937 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-37849 FILM NUMBER: 719653 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FORTRESS CAP LLC CENTRAL INDEX KEY: 0001114419 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 134116720 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1301 AVENUE OF THE AMERICAS STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127986100 MAIL ADDRESS: STREET 1: 1301 AVENUE OF THE AMERICAS STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 0001.txt SCHEDULE 13D - AMENDMENT NO. 3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (AMENDMENT NO. 3) CAPSTEAD MORTGAGE CORPORATION ------------------------------- (NAME OF ISSUER) COMMON STOCK, PAR VALUE $0.01 PER SHARE ----------------------------------------- (TITLE OF CLASS OF SECURITIES) 14067E 40 7 (CUSIP NUMBER) Randal A. Nardone Chief Operating Officer and Secretary Fortress Registered Investment Trust Sole member of Fortress Cap LLC 1301 Avenue of the Americas New York, New York 10019 (212) 798-6100 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) COPY TO: J. Gregory Milmoe Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036-6522 (212) 735-3000 September 8, 2000 ------------------- (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d(f) or 13d-1(g), check the following box |_|. CUSIP NO. 14067E 40 7 13D PAGE 2 OF 11 PAGES 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) FORTRESS CAP LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| NOT APPLICABLE (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS NOT APPLICABLE 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER - 0 - SHARES BENEFICIALLY 8 SHARED VOTING POWER - 8,729,517 - OWNED BY EACH 9 SOLE DISPOSITIVE POWER - 0 - REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 8,729,517 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 8,729,517 - 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.2% (BASED ON 22,590,431 SHARES OF COMMON STOCK OUTSTANDING AS OF AUGUST 10, 2000 AND ASSUMING FULL CONVERSION OF THE SERIES C AND SERIES D CONVERTIBLE PREFERRED STOCK OF CAPSTEAD BENEFICIALLY OWNED BY THE REPORTING PERSON) 14 TYPE OF REPORTING PERSON CO CUSIP NO. 14067E 40 7 13D PAGE 3 OF 11 PAGES 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) FORTRESS REGISTERED INVESTMENT TRUST 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| NOT APPLICABLE (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER - 0 - SHARES BENEFICIALLY 8 SHARED VOTING POWER - 8,729,517 - OWNED BY EACH 9 SOLE DISPOSITIVE POWER - 0 - REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 8,729,517 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -8,729,517 - 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.2% (BASED ON 22,590,431 SHARES OF COMMON STOCK OUTSTANDING AS OF AUGUST 10, 2000 AND ASSUMING FULL CONVERSION OF THE SERIES C AND SERIES D CONVERTIBLE PREFERRED STOCK OF CAPSTEAD BENEFICIALLY OWNED BY THE REPORTING PERSON) 14 TYPE OF REPORTING PERSON CO CUSIP NO. 14067E 40 7 13D PAGE 4 OF 11 PAGES 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) FORTRESS INVESTMENT FUND LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| NOT APPLICABLE (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS NOT APPLICABLE 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER - 0 - SHARES BENEFICIALLY 8 SHARED VOTING POWER - 8,729,517 - OWNED BY EACH 9 SOLE DISPOSITIVE POWER - 0 - REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 8,729,517 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 8,729,517 - 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.2% (BASED ON 22,590,431 SHARES OF COMMON STOCK OUTSTANDING AS OF AUGUST 10, 2000 AND ASSUMING FULL CONVERSION OF THE SERIES C AND SERIES D CONVERTIBLE PREFERRED STOCK OF CAPSTEAD BENEFICIALLY OWNED BY THE REPORTING PERSON) 14 TYPE OF REPORTING PERSON CO CUSIP NO. 14067E 40 7 13D PAGE 5 OF 11 PAGES 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) FORTRESS INVESTMENT GROUP LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| NOT APPLICABLE (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS NOT APPLICABLE 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER - 0 - SHARES BENEFICIALLY 8 SHARED VOTING POWER - 8,729,517 - OWNED BY EACH 9 SOLE DISPOSITIVE POWER - 0 - REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 8,729,517 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 8,729,517 - 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.2% (BASED ON 22,590,431 SHARES OF COMMON STOCK OUTSTANDING AS OF AUGUST 10, 2000 AND ASSUMING FULL CONVERSION OF THE SERIES C AND SERIES D CONVERTIBLE PREFERRED STOCK OF CAPSTEAD BENEFICIALLY OWNED BY THE REPORTING PERSON) 14 TYPE OF REPORTING PERSON CO This Amendment No. 3 ( "Amendment") to the Statement on Schedule 13D dated January 21, 2000, as amended by Amendment No. 1 thereto dated February 22, 2000 and Amendment No. 2 thereto dated July 12, 2000 (as so amended, the "Schedule 13D") filed by Fortress Cap LLC, a Delaware limited liability company ("Cap LLC"), Fortress Registered Investment Trust, a Delaware business trust ("Fortress Trust"), Fortress Investment Fund LLC, a Delaware limited liability company ("Fortress Fund"), and Fortress Investment Group LLC, a Delaware limited liability company ("Fortress Group"), relates to the common stock, par value $0.01 per share (the "Common Stock"), of Capstead Mortgage Corporation, a Maryland corporation ("Capstead"). This Amendment also amends the Schedule TO filed on May 12, 2000, as amended by Amendment No.1 thereto dated June12, 2000, Amendment No. 2 thereto dated July 6, 2000 and Amendment No. 3 thereto dated July 12, 2000, filed by Cap LLC, Fortress Trust, Fortress Fund and Fortress Group. This Amendment is filed jointly by Cap LLC, Fortress Trust, Fortress Fund and Fortress Group. All capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 13D. ITEM 5. Item 5 of the Schedule 13D is hereby amended and supplemented to add the following: Since July 12, 2000, the date of Amendment No. 2 to the Schedule 13D, Cap LLC has purchased an aggregate of 428,500 shares of the Capstead Common Stock. All such shares were acquired in open market purchases pursuant to transactions executed by Merrill, Lynch, Pierce, Fenner & Smith, Inc., a registered broker dealer. The table below sets forth (i) the date of each such acquisition, (ii) the number of shares acquired, (iii) the price per share paid in connection with each such acquisition and (iv) the aggregate purchase price paid by Fortress in connection with each such acquisition.
NUMBER OF PER SHARE AGGREGATE DATE OF ACQUISITION SHARES PURCHASED PURCHASE PRICE PURCHASE PRICE ------------------- ---------------- -------------- -------------- August 2, 2000...................... 30,000 $ 8.1250 $ 245,550.00 August 3, 2000...................... 68,000 8.5000 582,080.00 August 3, 2000...................... 10,000 8.3750 84,350.00 August 4, 2000...................... 30,800 8.5000 263,648.00 August 7, 2000...................... 17,900 8.5000 153,224.00 August 8, 2000...................... 9,400 8.5000 80,464.00 August 9, 2000...................... 300 8.5000 2,568.00 August 11, 2000..................... 5,100 8.5000 43,656.00 August 14, 2000..................... 28,500 8.6250 247,522.50 August 15, 2000..................... 70,000 8.6250 607,950.00 August 25, 2000..................... 20,000 8.6250 173,700.00 August 28, 2000..................... 55,000 8.6250 477,675.00 August 28, 2000..................... 25,000 8.5625 215,562.50 September 5, 2000................... 10,000 8.6250 86,850.00 September 6, 2000................... 43,200 8.7500 380,592.00 September 7, 2000................... 5,300 8.7500 46,693.00 ------- --------- ------------- Total...................... 428,500 $ 8.5563 $3,692,085.00 ======= ========= =============
SIGNATURE 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. September 8, 2000 FORTRESS CAP LLC By: /s/ Randal A. Nardone --------------------------------- Randal A. Nardone, as Chief Operating Officer and Secretary of Fortress Registered Investment Trust, sole member of Fortress Cap LLC SIGNATURE 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. September 8, 2000 FORTRESS REGISTERED INVESTMENT TRUST By: /s/ Randal A. Nardone --------------------------- Randal A. Nardone, as Chief Operating Officer and Secretary of Fortress Registered Investment Trust SIGNATURE 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. September 8, 2000 FORTRESS INVESTMENT FUND, LLC By: /s/ Randal A. Nardone -------------------------- Randal A. Nardone, as Chief Operating Officer and Secretary of Fortress Fund MM, LLC, managing member of Fortress Investment Fund, LLC SIGNATURE 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. September 8, 2000 FORTRESS INVESTMENT GROUP LLC By: /s/ Randal A. Nardone --------------------------------- Randal A. Nardone, as Chief Operating Officer and Secretary of Fortress Investment Group LLC -----END PRIVACY-ENHANCED MESSAGE-----