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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4/A
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
(Amendment No. 2)
(Final Amendment)
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) The Offer to Purchase expired by its terms at 12:00 midnight, Denver
time, on June 27, 1996. Options to purchase 401,367 shares of the
Company's common stock were received and accepted by the Company
without proration. The Company will pay for such Options on or about
July 12, 1996. The aggregate purchase price to the Company covering
all Options purchased will be $557,239.97.
(b) No Change
(c) No Change
(d) No Change
ITEM 2: Source and Amount of Funds or Other Consideration.
(a) The aggregate cost to the Company of the Offer, including the aggregate
purchase price, will be approximately $570,000.00.
(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.
July 3, 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) Previously Filed
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