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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
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Transaction Valuation* Amount of Filing Fee
$45,000,000 $9,000**
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* 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.
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[ ] 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: [ ]
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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.
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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
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EXHIBIT INDEX
(a)(10) Press release issued by Fortress on June 12, 2000.
(a)(11) Press release issued by Fortress on June 12, 2000.
