SC TO-T/A 1 0001.txt AMENDMENT #2 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. 2) 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 [ ] 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: [x] This Final 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 at a purchase price of $9.00 per share, net to the seller in cash, without interest thereon, 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. ITEM 4. TERMS OF THE TRANSACTION. Item 4 is hereby amended and supplemented by adding the following at the end thereof: The Offer expired at 12:01 a.m., New York City time, on July 1, 2000. Fortress accepted a total of approximately 2,765,028 shares at a purchase price of $9.00 per share. ITEM 12. EXHIBITS. Item 12 is hereby amended and supplemented by adding the following additional exhibit: (a)(12) Press release issued by Fortress on July 3, 2000. 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: July 5, 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 EXHIBIT INDEX (a)(12) Press release issued by Fortress on July 3, 2000.