SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 2
To
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; SUTTER CAPITAL
MANAGEMENT, LLC; AND ROBERT E. DIXON
(Bidders)
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)
[X] 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: $267.25
Form or Registration Number: Schedule TO (SEC File No. 5-57591)
Filing Party: SUTTER OPPORTUNITY FUND 2, LLC
Date Filed: April 9, 2001
[ ] 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: [X]
FINAL AMENDMENT TO TENDER OFFER
This final amendment to 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. The Offer terminated on May
18, 2001. The Offer resulted in the tender by Share holders, and acceptance for
payment by the Purchasers, of a total of 13,724 Shares. Upon completion of
the Offer, the Purchasers held an aggregate of approximately 16,824 Shares,
or approximately 3.4% of the total outstanding Shares. All of the foregoing
share totals are calculated after giving effect to the Issuer's 1 for 3 reverse
stock split.
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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: May 29, 2001
SUTTER OPPORTUNITY FUND 2, LLC
By SUTTER CAPITAL MANAGEMENT, LLC, Manager
By: /s/ ROBERT DIXON
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Robert Dixon, Manager
SUTTER CAPITAL MANAGEMENT, LLC
By: /s/ ROBERT DIXON
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Robert Dixon, Manager
/s/ ROBERT DIXON
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ROBERT E. DIXON
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