-----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, U6fG9iGfvJcwqI+0uyqdUw8KY47j4ms6WJ0OCYlVgW3Ilzu3f4A7lCKKcejav0Dj eVxC/nwzLwGqw9LihGK5Pg== /in/edgar/work/20000706/0000950172-00-001209/0000950172-00-001209.txt : 20000920 0000950172-00-001209.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950172-00-001209 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000706 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: 667953 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 #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. EX-99 2 0002.txt EXHIBIT (A)(12) - PRESS RELEASE Exhibit (a)(12) F O R T R E S S Investment Group LLC FOR RELEASE Contact: Lilly H. Donohue Vice President, Fortress 212 798-6118 FORTRESS ANNOUNCES RESULTS OF CASH TENDER OFFER FOR SHARES OF CAPSTEAD MORTGAGE CORPORATION ------------------------------------------------------------- NEW YORK, JULY 3, 2000 - Fortress Investment Fund LLC (together with its affiliates, "Fortress") announced today the completion of its $9 per share cash tender offer for up to 5,000,000 shares of common stock of Capstead Mortgage Corporation (Nasdaq: CMO). The tender offer expired at 12:01 a.m., New York City time, on Saturday, July 1, 2000, at which time approximately 2,765,028 shares of Capstead common stock were validly tendered, including guaranteed deliveries. Payment for these shares will be made promptly through Norwest Bank Minnesota, N.A., the depositary for the tender offer. After payment for the deposited shares, Fortress will own approximately 31% of the total issued and outstanding shares of Capstead common stock, assuming full conversion of the preferred shares currently owned by Fortress. Merrill Lynch & Co. acted as Dealer-Manager for this tender offer. 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. -----END PRIVACY-ENHANCED MESSAGE-----