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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
(Amendment No. 1)
CAPITAL ASSOCIATES, INC.
(Name of Issuer)
CAPITAL ASSOCIATES, INC.
(Name of Person(s) Filing Statement)
STOCK OPTIONS TO PURCHASE COMMON STOCK
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
John E. Christensen
Senior Vice President and Chief Financial Officer
Capital Associates, Inc.
7175 West Jefferson Avenue, Suite 4000
Lakewood, CO 80235
(303) 980-7323
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of the Person(s)
Filing Statement)
Copy to:
Lyle B. Stewart, Esq.
Ballard Spahr Andrews & Ingersoll
1225 17th Street, Suite 2300
Denver, CO 80202
(303) 299-7314
MAY 31, 1996
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE: PREVIOUSLY PAID
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ITEM 1: Security and Issuer.
(a) No Change
(b) No Change
(c) No Change
(d) No Change
ITEM 2: Source and Amount of Funds or Other Consideration.
(a) No Change
(b) No Change
ITEM 3: Purpose of the Tender Offer and Plans or Proposals of the Issuer or
Affiliate.
(a) No Change
(b)-(j) No Change
ITEM 4: Interest in Securities of the Issuer.
See the Supplement attached hereto as Exhibit 99.a(4).
ITEM 5: Contracts, Arrangements, Understandings or Relationships With Respect
to the Issuer's Securities.
No Change
ITEM 6: Persons Retained, Employed or to Be Compensated.
No Change
ITEM 7. Financial Information.
No Change
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ITEM 8. Additional Information.
(a) and (e) No Change
(b), (c) and (d) No Change
ITEM 9. Material to be Filed as Exhibits.
Exhibit 99.a(1) - Form of Offer to Purchase, dated May 31, 1996
Exhibit 99.a(2) - Letter of Transmittal
Exhibit 99.a(3) - Letter to Holders
Exhibit 99.a(4) - Supplement dated June 25, 1996
SIGNATURE
After due 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.
June 25, 1996 /s/John E. Christensen
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John E. Christensen
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
- -------------- --------------
99.a(1) Previously Filed
99.a(2) Previously Filed
99.a(3) Previously Filed
99.a(4) Supplement dated June 25, 1996
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EXHIBIT 99.a(4)
CAPITAL ASSOCIATES, INC.
Supplement to the Offer to Purchase for Cash Stock Options
to Purchase Up to 465,000 Shares of The Company's Common Stock
at a Purchase Price Equal to the Difference Between
$2.45 and the Exercise Price of Each Option Purchased
Times the Number of Shares Covered by such Option
This Supplement amends the above-referenced Offer to Purchase that
expires on 12:00 midnight, Denver time, on June 27, 1996, unless the offer is
extended. As of the close of business on Friday, June 21, 1996, the Company had
received tenders of Options to purchase 330,073 shares of the Company's common
stock in response to the tender offer.
This Supplement is being distributed to offerees who received the
Offer to Purchase earlier, in order to amend the Offer to Purchase as provided
in the first paragraph of Section 8 of the Offer to Purchase. Four executive
officers have tendered Options to purchase 232,500 Shares, including the Chief
Executive Officer who is also a director of the Company. No other director has
tendered any Options pursuant to the Offer to Purchase. One executive officer
has not yet determined his response to the Offer to Purchase. The maximum amount
he could tender would be Options to purchase 30,000 Shares.
Section 6 of the Offer to Purchase sets forth certain conditions under
which the Company could terminate the Offer without purchasing any Options. In
the ninth line of the first paragraph of Section 6, the Company has amended the
phrase, "in the Company's sole judgment" to "in the Company's reasonable
judgment."
Date of Supplement June 25, 1996
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