SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(RULE 14d-101)
Solicitation/Recommendation Statement Under Section 14(d)(4)
of the Securities Exchange Act of 1934
(Amendment No. 1)
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CAPITAL ALLIANCE INCOME TRUST LTD.,
A REAL ESTATE INVESTMENT TRUST
(Name of Subject Company)
CAPITAL ALLIANCE INCOME TRUST LTD.,
A REAL ESTATE INVESTMENT TRUST
(Name of Person(s) Filing Statement)
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Common stock, $.01 par value
(Title of Class of Securities)
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13971R108
(CUSIP Number of Class of Securities)
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Thomas B. Swartz
Capital Alliance Income Trust Ltd.,
A Real Estate Investment Trust
50 California Street, Suite 2020
San Francisco, California 94111
(415) 288-9575
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
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Copy to:
Richard S. Chernicoff
Brobeck, Phleger & Harrison LLP
550 South Hope Street
Los Angeles, California 90071
(213) 489-4060
This Amendment No. 1 amends the Solicitation/Recommendation Statement
on Schedule 14D-9 we filed with the Securities and Exchange Commission on April
20, 2001, relating to the tender offer by Sutter Opportunity Fund 2, LLC, to
purchase up to 20% of our common stock.
Item 4. The Solicitation Or Recommendation.
Item 4 is amended by replacing the current subparagraph (b)(3) with the
following:
(3) The board's belief that the acquisition of up to 20% of our common
stock by Sutter as contemplated by the offer could have an adverse effect on our
REIT status. Section 856 of the Internal Revenue Code provides that, in order to
qualify as a REIT for tax purposes, a corporation must not be "closely held."
For this purpose, a corporation is closely held if at any time during the last
half of a taxable year, more than fifty percent in value of the corporation's
stock is owned, directly or indirectly, by less than five individuals. For this
reason, many REITs, including ours, have restrictions in the certificate of
incorporation which prohibit a stockholder from owning more than approximately
10% of the REITs shares. These rules and the increase in risk to our REIT status
as we have more stockholders who own approximately 10% are the basis for our
belief that an acquisition of up to 20% of our common stock by Sutter could
potentially have an adverse effect on our REIT status.
SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this amendment is true,
complete and correct.
Capital Alliance Income Trust Ltd.,
A Real Estate Investment Trust
By: /s/ Thomas B. Swartz
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Thomas B. Swartz
Chairman and Chief Executive Officer
Dated: May 11, 2001