SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
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CAPITAL ALLIANCE INCOME TRUST LTD.,
A REAL ESTATE INVESTMENT TRUST
(Name of Subject Company)
SUTTER OPPORTUNITY FUND 2, LLC
(Bidder)
Common Stock $0.01 par value
(Title of Class of Securities)
139 71R 108
(CUSIP Number of Class of Securities)
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Copy to:
Robert Dixon Paul J. Derenthal, Esq.
Sutter Capital Management, LLC Derenthal & Dannhauser
595 Market Street, Suite 2100 One Post Street, Suite 575
San Francisco, California 94105 San Francisco, California 94104
(415) 777-2186 (415) 981-4844
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
Calculation of Filing Fee
Transaction Amount of
Valuation* Filing Fee
$1,336,266 $267.25
* For purposes of calculating the filing fee only. Assumes the purchase
of 296,948 shares of Common Stock ("Shares") at a purchase price equal
to $4.50 per Share in cash.
[ ] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid:
Form or Registration Number:
Filing Party:
Date Filed:
[ ] 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 Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going private transaction subject to Rule 13e-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: [ ]
TENDER OFFER
This Tender Offer Statement on Schedule TO relates to the offer by SUTTER
OPPORTUNITY FUND 2, LLC (the "Purchaser") to purchase up to 296,948 Shares of
Common Stock $0.01 par value (the "Shares") in CAPITAL ALLIANCE INCOME TRUST
LTD., A REAL ESTATE INVESTMENT TRUST, a Delaware corporation (the "Issuer"), the
subject company, at a purchase price equal to $4.50 per Share, less the amount
of any distributions declared or made with respect to the Shares between April
9, 2001 (the "Offer Date") and May 4, 2001 or such other date to which this
Offer may be extended (the "Expiration Date"), upon the terms and subject to the
conditions set forth in the Offer to Purchase dated April 9, 2001 (the "Offer to
Purchase") and the related Letter of Transmittal, copies of which are attached
hereto as Exhibits (a)(1) and (a)(2), respectively. As noted above, the Offer
price would be subject to reduction for distributions made or declared prior to
the Expiration Date. Any distributions made or declared after the Expiration
Date would, by the terms of the Offer and as set forth in the Letter of
Transmittal would be assigned by all tendering Share holders to the Purchaser.
The Purchaser understands that the Issuer may impose certain limitations on
Share ownership by any single Share holder in order to assure compliance with
Internal Revenue Code requirements for the Issuer's qualification as a real
estate investment trust. Such limitations may limit the total amount of Shares
which may be held by the Purchaser to fewer than 10% of the outstanding Shares.
The Purchaser is seeking up to 296,948 Shares, which is equal to approximately
20% of the total number of Shares reported by the Issuer to be outstanding as of
December 31, 1999. The Issuer has also described in its public reports certain
warrants and options to purchase Shares, as well as its authority to repurchase
Shares. The Purchaser cannot with certainty determine the Issuer's policies on
limiting Share ownership, nor the precise number of Shares currently deemed
outstanding for purposes of such limitations. Accordingly, this Offer is for a
maximum number of Shares equal to the lesser of 296,948 or the total number of
Shares permitted by the Issuer to be transferred to the Purchaser under its
limitations on individual Share ownership (the "Maximum Offer"). Tender of
Shares will include the tender of any and all securities into which the Shares
may be converted or exchanged, and any securities distributed with respect to
the Shares, by way of stock dividend or otherwise, from and after the Offer
Date.
The Issuer had 1,484,740 Shares issued and outstanding held by
approximately 202 Share holders of record as of December 31, 1999, according to
its annual report on Form 10-K for the year then ended. The Issuer estimated
that there were approximately 750 beneficial owners of the Shares as of such
date. The Purchaser currently beneficially owns a total of 9,300 Shares, or
approximately 0.6% of the total of 1,484,740 outstanding Shares. The Purchaser
acquired all of these Shares in March 2001 in open market transactions for
purchase prices of $3.25 to $3.50 per Share. The 296,948 Shares subject to the
Offer constitute approximately 20% of the outstanding Shares. Accordingly, if
all of the Shares sought in this Offer are purchased, the Purchaser and their
affiliates would beneficially own in the aggregate 306,248 Shares or
approximately 20.6% of the outstanding Shares. Consummation of the Offer, if all
Shares sought are tendered, would require payment by the Purchaser of up to
$1,336,266 in aggregate purchase price, which the Purchaser will fund out of its
current working capital.
The address of the Issuer's principal executive offices is 50 California Street,
Suite 2020, San Francisco, California 94111.
The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference in
response to all the items of this Statement.
Item 12. Exhibits.
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(a)(1) Offer to Purchase dated April 9, 2001
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Share holders dated April 9, 2001
(a)(4) Advertisement
(b)-(h) Not applicable.
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SIGNATURES
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.
Dated: April 9, 2001
SUTTER OPPORTUNITY FUND 2, LLC
By SUTTER CAPITAL MANAGEMENT, LLC, Manager
By: /s/ ROBERT DIXON
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Robert Dixon, Manager
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EXHIBIT INDEX
Exhibit Description Page
(a)(1) Offer to Purchase dated April 9, 2001
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Share holders dated April 9, 2001
(a)(4) Advertisement