-----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, AGtj7+XIa67NKiKWAbLOAKqgjDDJuAzewZG6WIq5btMhErFVJaG8rzDVyVKCMkUL 2J1KPswciI/XdObE4aGfFw== 0000909518-98-000645.txt : 19981014 0000909518-98-000645.hdr.sgml : 19981014 ACCESSION NUMBER: 0000909518-98-000645 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981013 SROS: NONE GROUP MEMBERS: GENERAL MOTORS EMPLOYES GLOBAL GROUP PENSION TRUST GROUP MEMBERS: GENERAL MOTORS INVESTMENT MANAGEMENT CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL TRUST CENTRAL INDEX KEY: 0000016387 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 946181186 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-39821 FILM NUMBER: 98724072 BUSINESS ADDRESS: STREET 1: 605 THIRD AVENUE 26TH FLOOR STREET 2: STE 200 CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2126550220 MAIL ADDRESS: STREET 1: 605 THIRD AVENUE 26TH FLOOR STREET 2: #200 CITY: NEW YORK STATE: NY ZIP: 10016 FORMER COMPANY: FORMER CONFORMED NAME: CALIFORNIA REAL ESTATE INVESTMENT TRUST DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL MOTORS INVESTMENT MANAGEMENT CORP CENTRAL INDEX KEY: 0000883422 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 767 FIFITH AVE CITY: NEW YORK STATE: NY ZIP: 10153 MAIL ADDRESS: STREET 1: 767 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10153 SC 13G/A 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 1)* Capital Trust - -------------------------------------------------------------------------------- (Name of Issuer) Class A Common Shares of Beneficial Interest, 140920109 par value $1.00 per share. - ---------------------------------------------- ------------------------------ (Title of class of securities) (CUSIP number) September 21, 1998 -------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [_] Rule 13d-1(c) [_] Rule 13d-1(d) *The remainder of this cover page should be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) (Page 1 of 9 Pages) ================================================================================ NYFS05...:\40\72240\0350\1893\SCH0068S.28B
- ------------------------------------------------------ ----------------------------------------- CUSIP No. 140920109 13G Page 2 of 9 pages - ------------------------------------------------------ ----------------------------------------- - ------------------------------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS: General Motors Investment Management Corporation I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): - ------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_] (b) [x] - ------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF Delaware ORGANIZATION: - ------------------------------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 4,273,500(1) SHARES -------------------------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 0 OWNED BY -------------------------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 4,273,500(1) REPORTING -------------------------------------------------------------------------------- PERSON WITH 8 SHARED DISPOSITIVE POWER: 0 - ------------------------------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY 4,273,500(1) OWNED BY EACH REPORTING PERSON: - ------------------------------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [_] CERTAIN SHARES: - ------------------------------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 19%(1)(2)(3) - ------------------------------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON: IA - ------------------------------------------------------------------------------------------------------- (1) Consists of 4,273,500 shares which may be acquired upon conversion of the securities described in Item 4 (2) Assumes issuance of 4,273,500 shares upon conversion of the securities described in Item 4 (3) Based upon 18,213,816 shares outstanding as reported in Issuer's Form 10-Q for the quarter ended June 30, 1998 - ------------------------------------------------------ ----------------------------------------- CUSIP No. 140920109 13G Page 3 of 9 pages - ------------------------------------------------------ ----------------------------------------- - ------------------------------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS: General Motors Employes Global Group Pension Trust I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): - ------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_] (b) [x] - ------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF New York ORGANIZATION: - ------------------------------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 SHARES -------------------------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 0 OWNED BY -------------------------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 REPORTING -------------------------------------------------------------------------------- PERSON WITH 8 SHARED DISPOSITIVE POWER: 0 - ------------------------------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY 4,273,500(1)(2) OWNED BY EACH REPORTING PERSON: - ------------------------------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [_] CERTAIN SHARES: - ------------------------------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 19%(1)(2)(3) - ------------------------------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON: EP - -------------------------------------------------------------------------------------------------------
(1) Consists of 4,273,500 shares which may be acquired upon conversion of the securities described in Item 4 (2) Assumes issuance of 4,273,500 shares upon conversion of the securities described in Item 4 (3) Based upon 18,213,816 shares outstanding as reported in Issuer's Form 10-Q for the quarter ended June 30, 1998 SCHEDULE 13G ------------ Explanatory Note: This Amendment No. 1 is being filed to reflect the transfer by the General Motors Hourly-Rate Employes Pension Trust (the "Hourly Trust") and the General Motors Salaried Employes Pension Trust (the "Salaried Trust") of the securities of the Issuer held by them to the General Motors Employes Global Group Pension Trust (the "Global Trust"), and the replacement as Reporting Persons (for purposes of Schedule 13G) of the Hourly Trust and the Salaried Trust with the Global Trust. Item 1 (a) Name of Issuer: CAPITAL TRUST (b) Address of Issuer's Principal Executive Offices: 605 Third Avenue, 26th Floor New York, NY 10016 Item 2 (a) Name of Person Filing: (1) General Motors Employes Global Group Pension Trust (the "Global Trust") (2) General Motors Investment Management Corporation ("GMIMCo") The Trust and GMIMCo are referred to herein collectively as the "Reporting Persons". A joint filing agreement of the Reporting Persons is attached hereto as Exhibit I. (b) Address of Principal Business Office or, if None, Residence: (1) c/o State Street Bank and Trust Company 225 Franklin Street Boston, Massachusetts 02110 (2) 767 Fifth Avenue New York, New York 10153 Page 4 of 9 (c) Citizenship: (1) New York (2) Delaware (d) Title of Class of Securities: Class A Common Shares of Beneficial Interest (e) CUSIP Number: 140920109 Item 3 (1) The Global Trust - (f) [x] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (2) GMIMCo - (e) [x] An investment adviser in accordance with Rule 13d- 1(b)(1)(ii)(E); Item 4 Ownership. The Reporting Persons do not own any Class A Common Shares of Beneficial Interest. Their beneficial ownership results from their ownership of Step Up Convertible Trust Preferred Securities issued by CT Convertible Trust I (and not by the Issuer) (the "Preferred Securities"). The Preferred Securities may be converted into 8.25% Step Up Convertible Junior Subordinated Debentures of the Issuer (the "Debentures") at the rate of one Preferred Security for each $1,000 principal amount of Debentures, and the Debentures are convertible into Class A Common Shares of Beneficial Interest of the Issuer at an initial rate of 85.47 shares per $1,000 principal amount of Debentures, subject to antidilution adjustments. (a) Amount Beneficially Owned: (1) The Global Trust: 4,273,500 shares [1] (2) GMIMCo: 4,273,500 shares [1] (b) Percent of Class (based upon 18,213,816 shares outstanding as reported in Issuer's Form 10-Q for the quarter ended June 30, 1998): (1) 19% [1] (2) 19% [1] Page 5 of 9 (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote [2] (1) The Global Trust: 0 (2) GMIMCo: 4,273,500 (ii) Shared power to vote or to direct the vote -0- (iii) Sole power to dispose or to direct the disposition of [2] (1) The Global Trust: 0 (2) GMIMCo: 4,273,500 (iv) Shared power to dispose or to direct the disposition of -0- [1] The Global Trust is a pension trust formed pursuant to the laws of the State of New York and the United States of America and presently holds assets in respect of trusts for the benefit of certain employee benefit plans of General Motors Corporation ("GM") and its subsidiaries. These shares may be deemed to be owned beneficially by GMIMCo, a wholly-owned subsidiary of GM; however, interests in the Global Trust are held for the account of certain employee benefit plans. GMIMCo is registered as an investment advisor under the Investment Advisers Act of 1940. GMIMCo's principal business is providing investment advice and investment management services with respect to the assets of certain employee benefit plans of GM and its subsidiaries and with respect to the assets of certain direct and indirect subsidiaries of GM and associated entities. GMIMCo is serving as investment manager with respect to these shares and in that capacity it has the sole power to direct State Street Bank and Trust Company, as a Trustee for the Global Trust (the "Trustee"), as to the voting and disposition of these shares. Because of the Trustee's limited role, beneficial ownership of the shares by the Trustee is disclaimed. [2] The Global Trust invests in a variety of investment media, including publicly traded and privately placed securities. Such investments could include Common Shares and/or other securities of the Issuer in addition to those referred to in this Statement ("Additional Securities"). The investment and voting decisions regarding any Additional Securities which might be owned by the Global Trust are made by the trustees thereof or unrelated investment managers who, in so acting, act independently Page 6 of 9 of the Reporting Persons (although the appointment of the trustees and the investment managers is subject to authorization of GMIMCo). The Reporting Persons do not have or share voting power or investment power over any Additional Securities which might be held by the Global Trust. No information regarding any such holdings by the Global Trust is contained in this Statement. Item 5 Ownership of Five Percent or Less of a Class. Not applicable. Item 6 Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not applicable. Item 8 Identification and Classification of Members of the Group. Not applicable. Item 9 Notice of Dissolution of Group. Not applicable. Item 10 Certifications. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 7 of 9 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. GENERAL MOTORS EMPLOYES GLOBAL GROUP PENSION TRUST By: General Motors Investment Management Corporation, Investment Manager By: /s/ R.Charles Tschampion ----------------------------------------- Name: R.Charles Tschampion Title: Managing Director GENERAL MOTORS INVESTMENT MANAGEMENT CORPORATION By: /s/ R.Charles Tschampion ----------------------------------------- Name: R.Charles Tschampion Title: Managing Director October 12, 1998 Page 8 of 9 Exhibit I JOINT FILING AGREEMENT ---------------------- This will confirm the agreement by and between the undersigned that the Amendment No. 1 to Schedule 13G filed on or about this date with respect to the beneficial ownership by the undersigned of Class A Common Shares of Beneficial Interest of Capital Trust is being, and any and all amendments to such Schedule may be, filed on behalf of each of the undersigned. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument. Dated: October 12, 1998 GENERAL MOTORS EMPLOYES GLOBAL GROUP PENSION TRUST By: General Motors Investment Management Corporation, Investment Manager By: /s/ R.Charles Tschampion ----------------------------------------- Name: R.Charles Tschampion Title: Managing Director GENERAL MOTORS INVESTMENT MANAGEMENT CORPORATION By: /s/ R.Charles Tschampion ----------------------------------------- Name: R.Charles Tschampion Title: Managing Director Page 9 of 9 -----END PRIVACY-ENHANCED MESSAGE-----