-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q1nHFOZKETAQwFYQvn/7/VBh94ifasxejBpOxg4iNHRGx8PKTfoThsmuQgygWjNB lDAMtPVc82w5HiPe6wl6DA== 0001116679-05-001863.txt : 20050712 0001116679-05-001863.hdr.sgml : 20050712 20050712160216 ACCESSION NUMBER: 0001116679-05-001863 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050712 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050712 DATE AS OF CHANGE: 20050712 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: 05950485 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 cap8k-071205.txt 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 12, 2005 -------------- CAPITAL TRUST, INC. ------------------- (Exact Name of Registrant as specified in its charter) Maryland 1-14788 94-6181186 - --------------------------- ------------------ --------------------- (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) 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): [ ] 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 July 12, 2005, Capital Trust, Inc. (the "Company") issued a press release announcing a proposed offering of approximately $317 million aggregate principal amount of non-recourse collateralized debt obligations through two of its subsidiaries, CT CDO III Ltd. and CT CDO III Corp. In accordance with Rule 135C of the Securities Act of 1933, as amended, a copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits (c) Exhibits Exhibit Number Description 99.1 Press Release dated July 12, 2005 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/ John R. Klopp -------------------------- Name: John R. Klopp Title: Chief Executive Officer Date: July 12, 2005 Exhibit Index Exhibit Number Description -------------- ----------- 99.1 Press Release dated July 12, 2005 EX-99 2 ex99-1.txt EX. 99.1: PRESS RELEASE Exhibit 99.1 [CAPITAL TRUST LOGO] Contact: Rubenstein Associates Robert Solomon: (212) 843-8050 Capital Trust, Inc. Announces Offering of $317 million of Collateralized Debt - ----------------------------------------------------------------------------- Obligations - ----------- NEW YORK, NY - July 12, 2005 - Capital Trust, Inc. (NYSE: CT) ("Capital Trust") announced today a proposed offering of approximately $317 million aggregate principal amount of non-recourse collateralized debt obligations through two of its subsidiaries, CT CDO III Ltd. (the "Issuer") and CT CDO III Corp. (the "Co-Issuer" and together with the Issuer, the "Co-Issuers"). The notes evidencing the collateralized debt obligations (the "Notes") will be issued by the Co-Issuers under a common indenture and will be secured by a $341 million portfolio of subordinated commercial mortgage-backed securities ("CMBS") sold to the Issuer by Capital Trust upon the closing of the offering. The collateral CMBS is comprised of CMBS that Capital Trust already owns and CMBS that Capital Trust has contracted to purchase in connection with the offering. All of the collateral securing the Notes and all of the Notes will bear interest at fixed rates. Capital Trust or one or more affiliates thereof expects to acquire all of the Notes rated BBB- and below as well as the preferred shares to be issued by the Issuer with an aggregate issue price of approximately $71 million. Capital Trust expects to account for the transaction as a financing and record on its balance sheet the underlying collateral as assets and the Notes sold as liabilities. Capital Trust's wholly owned subsidiary, CT Investment Management Co. LLC, will serve as the collateral manager of the collateral securing the Notes. The offering of the Notes will be made to certain initial purchasers pursuant to a private placement. The initial purchasers will sell or offer the Notes within the United States to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933 (the "Securities Act") and accredited investors pursuant to paragraphs (1), (2), (3) or (7) of Rule 501 under the Securities Act and outside the United States in accordance with Regulation S under the Securities Act. This press release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Notes referred to herein in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The Notes will not be registered under the Securities Act or applicable state securities laws, and are being offered by the initial purchasers only to qualified institutional buyers in reliance on Rule 144A under the Securities Act and accredited investors in reliance on paragraphs (1), (2), (3) or (7) of Rule 501 under the Securities Act and outside the United States in accordance with Regulation S under the Securities Act. Unless so registered, the Notes cannot be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The forward-looking statements contained in this news release are subject to certain risks and uncertainties including, but not limited to, new origination volume, continued performance, asset/liability mix, effectiveness of Capital Trust's hedging strategy and rate of repayment of Capital Trust's portfolio assets, as well as other risks indicated from time to time in Capital Trust's Form 10-K and Form 10-Q filings with the Securities and Exchange Commission. Capital Trust assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events. -----END PRIVACY-ENHANCED MESSAGE-----