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.
<TABLE>
<CAPTION>
NUMBER OF PER SHARE AGGREGATE
DATE OF ACQUISITION SHARES PURCHASED PURCHASE PRICE PURCHASE PRICE
------------------- ---------------- -------------- --------------
<S> <C> <C> <C>
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
======= ========= =============
</TABLE>
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
