8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 11, 2006

RAIT Investment Trust
__________________________________________
(Exact name of registrant as specified in its charter)

Maryland	1-14760	23-2919819
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
c/o RAIT Partnership, L.P., 1818 Market Street, 28th Floor, Philadelphia, Pennsylvania		19103
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (215) 861-7900

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[x]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On October 12, 2006, RAIT Investment Trust issued a press release relating to setting the record date of the special meeting of its shareholders relating to the proposed merger of its subsidiary with Taberna Realty Finance Trust. A copy of this press release is filed with this Current Report on Form 8-K as exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The exhibit furnished as part of this Current Report on Form 8-K is identified in the Exhibit Index immediately following the signature page of this report. Such Exhibit Index is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RAIT Investment Trust
October 12, 2006	By:	/s/ Ellen J. DiStefano
		Name: Ellen J. DiStefano
		Title: Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release

EX-99.1

RAIT Investment Trust Sets October 20, 2006 as the Record Date for Special Meeting of Shareholders

PHILADELPHIA, PA – October 12, 2006 – RAIT Investment Trust (“RAIT”) (NYSE: RAS) announced today that it notified the New York Stock Exchange on October 11, 2006 that it has set Friday, October 20, 2006 as the record date for the special meeting of its shareholders to consider the previously announced merger with Taberna Realty Finance Trust and related matters. Only shareholders of record at the close of business on the record date will be entitled to vote at the special meeting. RAIT will issue a press release when the exact date of the meeting has been determined.

Information About The Proposed Merger With Taberna Realty Finance Trust
RAIT, a wholly-owned subsidiary of RAIT, RT Sub Inc. (“RT”), and Taberna Realty Finance Trust (“Taberna”) have entered into an Agreement and Plan of Merger dated as of June 8, 2006 pursuant to which RT would merge into Taberna. RAIT has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (Registration No. 333-136197) that includes a preliminary joint proxy statement/prospectus of RAIT and Taberna and RAIT may file other relevant documents concerning the proposed merger with the SEC. Once finalized, a definitive joint proxy statement/prospectus will be sent to shareholders of RAIT and Taberna seeking approvals related to the proposed transaction. RAIT and Taberna shareholders and other investors are urged to read the registration statement and the definitive joint proxy statement/prospectus when it becomes available and any other materials filed by RAIT with the SEC, as well as any amendments or supplements to those documents. These documents contain important information, which should be read carefully before any decision is made with respect to the merger. Documents filed with the SEC are available for free at the SEC’s website (http://www.sec.gov). These documents are also available for free by accessing RAIT’s website (http://www.raitinvestmenttrust.com).
RAIT, Taberna and certain of their trustees, executive officers, members of management and employees, may be deemed to be participants in the solicitation of proxies in connection with the proposed merger. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of shareholders in connection with the proposed merger, including any interest they have in the merger, is set forth in the joint proxy statement/prospectus filed with the SEC.
This filing shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

About RAIT Investment Trust
RAIT Investment Trust (NYSE:RAS), a real estate investment trust, is a specialty finance company focused on the commercial real estate industry. RAIT provides structured financing to owners of real estate, including senior and mezzanine lending and preferred equity investments. RAIT also acquires real estate for its own account. For more information, please visit www.raitinvestmenttrust.com or call Investor Relations at 215-861-7900. If you would like to be added to RAIT’s distribution list to receive news, updates and announcements, please visit www.raitinvestmenttrust.com.

Forward-Looking Statements
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding RAIT Investment Trust’s business which are not historical facts are “forward-looking statements” that involve risks and uncertainties. These risks and uncertainties, which could cause actual results to differ materially from those contained in the forward looking statement, include those discussed in RAIT’s filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended December 31, 2005 under Item 1A — “Risk Factors,” its most recent quarterly report on Form 10-Q and its Registration Statement on Form S-4 (Registration No. 333-136197), business conditions and the general economy, especially as they affect interest rates, defaults by borrowers in paying debt service on RAIT’s loans, particularly RAIT’s subordinated and discounted loans, illiquidity of RAIT’s portfolio of investments in real estate, RAIT’s possible inability to originate or acquire investments in real estate on favorable terms, RAIT’s possible inability to obtain capital resources and maintain liquidity through offerings of RAIT’s securities, lines of credit or other means and RAIT’s possible inability to maintain its real estate investment trust qualification or its exemption from registration under the Investment Company Act. RAIT cannot assure you that the merger will be completed in a timely fashion or at all, that the companies will be integrated successfully or without unanticipated costs or that the anticipated benefits from the combination of the two companies will be realized. RAIT does not undertake to update forward-looking statements in this press release or with respect to matters described herein.

RAIT Contact:
Andres Viroslav
RAIT Investment Trust
215-861-7900
aviroslav@raitinvestmenttrust.com