0000950123-11-068304.txt : 20110726 0000950123-11-068304.hdr.sgml : 20110726 20110726151333 ACCESSION NUMBER: 0000950123-11-068304 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110720 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110726 DATE AS OF CHANGE: 20110726 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL TRUST INC CENTRAL INDEX KEY: 0001061630 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 946181186 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14788 FILM NUMBER: 11987293 BUSINESS ADDRESS: STREET 1: 410 PARK AVENUE STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2126550220 MAIL ADDRESS: STREET 1: PAUL, HASTINGS, JANOFSKY & WALKER LLP STREET 2: 75 E 55TH ST CITY: NEW YORK STATE: NY ZIP: 10022 8-K 1 c20398e8vk.htm FORM 8-K e8vk
 
 

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): July 20, 2011

CAPITAL TRUST, INC.
 (Exact name of Registrant as specified in its charter)
         
Maryland   1-14788   94-6181186
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
 
410 Park Avenue, 14th Floor, New York, NY 10022
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 655-0220
 
N/A
(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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) On July 20, 2011, the Board of Directors of Capital Trust, Inc. (the “Company”) adopted and approved an amendment (the “Amendment”) to the Company’s Second Amended and Restated Bylaws. The Amendment revises provisions of Article II, Section 10 applicable to certain identified permitted transferees of Veqtor Finance Company, LLC (“Veqtor”) to eliminate the exemption provided to such persons therein from the provisions of Title 3, Subtitle 7 of the Corporations and Associations Article of the Annotated Code of Maryland.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment that is attached as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated by reference into this Item 5.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

     
Exhibit Number
  Description
3.1
  First Amendment to the Second Amended and Restated By-Laws of Capital Trust, Inc.

 

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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.

CAPITAL TRUST, INC.

By: /s/ Geoffrey G. Jervis                   
Name: Geoffrey G. Jervis
Title: Chief Financial Officer

Date: July 26, 2011

 

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Exhibit Index

     
Exhibit Number   Description
3.1
  First Amendment to the Second Amended and Restated By-Laws of Capital Trust, Inc.

 

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EX-3.1 2 c20398exv3w1.htm EXHIBIT 3.1 exv3w1
Exhibit 3.1
FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED BYLAWS
OF
CAPITAL TRUST, INC.
FIRST AMENDMENT to the Second Amended and Restated Bylaws (the “Bylaws”) of Capital Trust, Inc. (the “Corporation”), adopted and approved by the Board of Directors of the Corporation as of July 20, 2011.
The last paragraph of Section 10 of Article II of the Bylaws is hereby amended and restated in its entirety as follows:
Notwithstanding any other provision of the charter of the Corporation or these Bylaws, Title 3, Subtitle 7 of the Corporations and Associations Article of the Annotated Code of Maryland (or any successor statute) shall not apply to any acquisition by Veqtor Finance Company, LLC, a Delaware limited liability company (“Veqtor”), or any affiliates thereof, of shares of stock of the Corporation. Notwithstanding any other provision of the charter of the Corporation or these Bylaws, Title 3, Subtitle 7 of the Corporations and Associations Article of the Annotated Code of Maryland (or any successor statute) shall not apply to any acquisition of shares of class A common stock, $0.01 par value, by W. R. Berkley Corporation, a Delaware corporation, or any of its controlled affiliates (collectively, “Berkley”). This section may be repealed, in whole or in part, at any time, whether before or after an acquisition of control shares and, upon such repeal, may, to the extent provided by any successor bylaw, apply to any prior or subsequent control share acquisition; provided, however, that this section may not be repealed, in whole or in part, with respect to any prior or subsequent control share acquisition of (i) Veqtor, or any affiliates thereof, without its prior written consent, or (ii) Berkley, without its prior written consent.
IN WITNESS WHEREOF, the undersigned has executed this First Amendment as of the date above first written.
         
  Capital Trust, Inc.
 		  
  /s/ Geoffrey G. Jervis    
  Name:   Geoffrey G. Jervis   
  Title:   Secretary