-----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, QD+BImKMbDi8zTWh0ECTp3zA9yxJatqueEIkYL0NTOZKhfLAftLXNCY0eebBY44q A4ALIkaHTqR+6KyMW15m3A== /in/edgar/work/20000612/0000950123-00-005738/0000950123-00-005738.txt : 20000919 0000950123-00-005738.hdr.sgml : 20000919 ACCESSION NUMBER: 0000950123-00-005738 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000612 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 TO-T/A SEC ACT: SEC FILE NUMBER: 005-37849 FILM NUMBER: 653757 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 TO-T/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 TO-T/A 1 0001.txt AMENDMENT NO. 1 TO SCHEDULE TO 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20459 SCHEDULE TO/A (RULE 14D-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) CAPSTEAD MORTGAGE CORPORATION (NAME OF SUBJECT COMPANY (ISSUER)) FORTRESS INVESTMENT GROUP LLC FORTRESS REGISTERED INVESTMENT TRUST FORTRESS INVESTMENT FUND LLC FORTRESS CAP LLC (NAME OF FILING PERSON (OFFEROR)) COMMON STOCK, PAR VALUE $0.01 PER SHARE (TITLE OF CLASS OF SECURITIES) (14067E 40 7) (CUSIP NUMBER OF CLASS OF SECURITIES) RANDAL A. NARDONE CHIEF OPERATING OFFICER AND SECRETARY 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 ON BEHALF OF FILING PERSON) COPY TO: J. GREGORY MILMOE SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP FOUR TIMES SQUARE NEW YORK, NEW YORK 10036 (212) 735-3000 CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- Transaction Valuation* Amount of Filing Fee $45,000,000 $9,000** - -------------------------------------------------------------------------------- * For purposes of calculating the amount of filing fee only. This amount assumes the purchase of 5,000,000 outstanding publicly held shares of common stock of Capstead Mortgage Corporation. The amount of the filing fee calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50 of 1% of the transaction value. ** $8,000 of this amount was previously paid in connection with the original filing of this Schedule TO on May 12, 2000. 2 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule14d-1. [ ] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] 3 This Amendment to the Tender Offer Statement on Schedule TO relates to the offer by Fortress Cap LLC, a Delaware limited liability company ("Fortress"), to purchase up to 5,000,000 shares of common stock, par value $0.01 per share, of Capstead Mortgage Corporation, a Maryland corporation, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 12, 2000, and the related Letter of Transmittal (which, as amended or supplemented from time to time, together constitute the "Offer"). ITEMS 1 AND 4. Items 1 and 4 are hereby amended and supplemented to add the following: On June 12, 2000, Fortress announced that the Purchase Price was increased from $8.00 to $9.00 per share, net to the seller in cash, and the "Expiration Date" was extended to 12:00 Midnight, New York City Time, on June 23, 2000. On June 12, 2000, Fortress announced that the Expiration Date was further extended to 12:01 a.m., New York City Time, on Saturday, July 1, 2000. Items 1 and 4 are further amended and supplemented to add the following statement (i) in the Summary Term Sheet of the Offer to Purchase at the end of the response to the question: "WHAT ARE THE MOST SIGNIFICANT CONDITIONS TO THE TENDER OFFER?" and (ii) at the end of Section 15 (Certain Conditions of the Offer): "The foregoing rights may only be asserted and exercised by the Purchaser prior to the Expiration Date." ITEM 12. Item 12 is hereby amended and supplemented to add the following exhibits: (a)(10) Press release issued by Fortress on June 12, 2000. (a)(11) Press release issued by Fortress on June 12, 2000. 4 SIGNATURE After due inquiry and to the best of my knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. Dated: June 12, 2000 FORTRESS INVESTMENT GROUP LLC By: /s/ Randal A. Nardone Randal A. Nardone, as Chief Operating Officer and Secretary of Fortress Investment Group LLC FORTRESS REGISTERED INVESTMENT TRUST By: /s/ Randal A. Nardone Randal A. Nardone, as Chief Operating Officer and Secretary of Fortress Registered Investment Trust 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 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 5 EXHIBIT INDEX (a)(10) Press release issued by Fortress on June 12, 2000. (a)(11) Press release issued by Fortress on June 12, 2000. EX-99.A.10 2 0002.txt PRESS RELEASE 1 Exhibit (a)(10) F O R T R E S S INVESTMENT GROUP LLC FOR RELEASE Contact: Lilly H. Donohue Vice President, Fortress 212-798-6118 FORTRESS EXTENDS CASH TENDER OFFER FOR SHARES OF CAPSTEAD MORTGAGE CORPORATION AND RAISES PRICE NEW YORK, June 12, 2000 B Fortress Investment Fund LLC (together with its affiliates, AFortress@) announced today that it will extend its fixed price cash tender offer to purchase common stock of Capstead Mortgage Corporation (NYSE: CMO) for ten business days and raise the price at which it will purchase the stock to $9.00 per share, net to the seller. The extension period of Fortress= tender offer will expire at 12:00 Midnight, New York City time, on Friday, June 24, 2000. During the initial tender period, which expired on Friday, June 9, 2000, approximately 745,186 shares of common stock of Capstead Mortgage Corporation were tendered. Fortress is a real estate opportunity fund located in New York with over $870 million of private equity capital. Fortress focuses on real estate-related investments worldwide. Merrill Lynch & Co. is acting as Dealer-Manager for this tender offer. EX-99.A.11 3 0003.txt PRESS RELEASE 1 Exhibit (a)(11) FOR RELEASE Contact: Lilly H. Donohue Vice President, Fortress 212-798-6118 FORTRESS INCREASES PURCHASE PRICE AND FURTHER EXTENDS EXPIRATION DATE OF ITS TENDER OFFER FOR SHARES OF CAPSTEAD MORTGAGE CORPORATION NEW YORK, JUNE 12, 2000 - Fortress Investment Fund LLC (together with its affiliates, "Fortress") announced today that it has increased the purchase price per share and extended its cash tender offer for up to 5,000,000 shares of common stock of Capstead Mortgage Corporation ("Capstead"; NYSE: CMO). The purchase price has been increased from $8.00 to $9.00 per share, net to the seller in cash. The tender offer, as extended, will expire at 12:01 a.m., New York City time, on July 1, 2000, unless Fortress extends the tender offer further. All Capstead stockholders who tender shares, including shares tendered during the initial offering period, will receive the $9.00 per share, net to the seller in cash. As of the close of business on June 9, 2000, 743,768 shares of Capstead stock had been validly tendered, including guaranteed deliveries. Fortress has been advised that the Capstead Board of Directors continues to make no recommendation with respect to the offer. All terms and conditions of the tender offer as described in the Offer to Purchase dated May 12, 2000 and the related Letter of Transmittal continue to apply to the tender offer as amended and extended. Shareholders should read those materials carefully prior to making any decisions with respect to the tender offer. Copies of the Offer to Purchase, the Letter of Transmittal and related tender offer documents can be obtained for free by calling the Information Agent, Corporate Investor Communications, Inc., toll free at 888-562-9323. Shareholders also can obtain the Offer to Purchase, the Letter of Transmittal and related materials for free at the SEC's website at www.sec.gov. This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any shares. The solicitation of offers to buy common stock is only being made pursuant to the tender offer documents, including the Offer to Purchase and the related Letter of Transmittal, which were previously sent to shareholders and filed with the Securities and Exchange Commission. Merrill Lynch & Co. is acting as Dealer-Manager for this tender offer. Fortress is a real estate opportunity fund located in New York with over $870 million private equity capital. Fortress focuses on real estate-related investments worldwide. -----END PRIVACY-ENHANCED MESSAGE-----