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.
