-----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, HTfwLF2IjfhxUBprmy2FFu98nbV+yW2aOI4XLB0Jkc2mx19C59OwLzdhWUOMH/Xl biq7JuRUtq9pvBJqbPrMyw== 0000940180-97-001134.txt : 19971212 0000940180-97-001134.hdr.sgml : 19971212 ACCESSION NUMBER: 0000940180-97-001134 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 9 333-37271 FILED AS OF DATE: 19971210 EFFECTIVENESS DATE: 19971210 SROS: NYSE FILER: 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: S-1MEF SEC ACT: SEC FILE NUMBER: 333-41965 FILM NUMBER: 97736055 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 S-1MEF 1 FORM S-1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 1997 REGISTRATION NO. 333- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------- CAPITAL TRUST (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) CALIFORNIA 6159,6162 94-6181186 (STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
605 THIRD AVENUE, 26TH FLOOR NEW YORK, N.Y. 10016 (212) 655-0220 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------- JOHN R. KLOPP VICE CHAIRMAN AND CHIEF EXECUTIVE OFFICER CAPITAL TRUST 605 THIRD AVENUE, 26TH FLOOR NEW YORK, N.Y. 10016 (212) 655-0220 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------- COPIES TO THOMAS E. KRUGER, ESQ. KEITH L. KEARNEY, ESQ. BATTLE FOWLER LLP DAVIS POLK & WARDWELL 75 EAST 55TH STREET 450 LEXINGTON AVENUE NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10017 (212) 856-7000 (212) 450-4000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE PUBLIC: As soon as practicable after the Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [_] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] Registration No. 333-37271 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------
PROPOSED PROPOSED AMOUNT MAXIMUM MAXIMUM AMOUNT OF TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE FEE - ---------------------------------------------------------------------------------- Class A Common Shares of Beneficial Interest $1.00 par value........ 1,150,000 $11.00 $12,650,000 $3,731.75
- ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- (1) Amount represents an increase in the offering size from 9,200,000 shares to 10,350,000 shares of which 9,200,000 shares were previously registered. Amount includes 150,000 (for an aggregate of 1,350,000) Class A Common Shares issuable upon exercise of an over-allotment option granted by the Registrant to the Underwriters. (2) Calculated pursuant to Rule 457 promulgated under the Securities Act of 1933. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This Registration Statement on Form S-1 is filed by Capital Trust, a California business trust (the "Company"), pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Act"). The information in the Registration Statement on Form S-1, and its amendments thereto, previously filed by the Company with the Securities and Exchange Commission (File No. 333-37271) pursuant to the Act is incorporated by reference into this Registration Statement. 2 EXHIBITS.
EXHIBIT NUMBER DESCRIPTION ------- ----------- **5.1 Opinion of Greenberg Glusker Fields Claman & Machtinger LLP regarding legality of securities being registered. **23.1 Consent of Coopers & Lybrand L.L.P., San Francisco, California. **23.2 Consent of David Berdon & Co. LLP, New York, New York. **23.3 Consent of Greenberg Glusker Fields Claman & Machtinger LLP (included in and incorporated by reference to Exhibit 5.1 hereto). **23.4 Consent of Ernst & Young LLP. **23.5 Consent of BDO Binder. **23.6 Consent of Arthur Andersen LLP. **23.7 Consent of Tackman, Pilla, Arnone and Company, P.C. **23.8 Consent of Margolin, Winer & Evens LLP.
- -------- **Filed herewith. II-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on December 10, 1997. CAPITAL TRUST (Registrant) /s/ Edward L. Shugrue III By: _________________________________ Name: Edward L. Shugrue III Title: Managing Director and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- * Chairman of the Board of December 10, 1997 ____________________________________ Trustees Samuel Zell * Vice Chairman, Chief December 10, 1997 ____________________________________ Executive Officer and John R. Klopp Trustee (Principal Executive Officer) /s/ Edward L. Shugrue III Managing Director and Chief December 10, 1997 ____________________________________ Financial Officer Edward L. Shugrue III (Principal Financial and Accounting Officer) * Vice Chairman and Trustee December 10, 1997 ____________________________________ Craig M. Hatkoff /s/ Gary R. Garrabrant Trustee December 10, 1997 ____________________________________ Gary R. Garrabrant * Trustee December 10, 1997 ____________________________________ Sheli Z. Rosenberg * Trustee December 10, 1997 ____________________________________ Lynne B. Sagalyn * Trustee December 10, 1997 ____________________________________ Martin L. Edelman * Trustee December 10, 1997 ____________________________________ Jeffrey A. Altman /s/ Gary R. Garrabrant December 10, 1997 *By: __________________________ Gary R. Garrabrant Attorney-in-fact
II-2 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION PAGE ------- ----------- ---- **5.1 Opinion of Greenberg Glusker Fields Claman & Machtinger LLP regarding legality of securities being registered. **23.1 Consent of Coopers & Lybrand L.L.P., San Francisco, California. **23.2 Consent of David Berdon & Co. LLP, New York, New York. **23.3 Consent of Greenberg Glusker Fields Claman & Machtinger LLP (included in and incorporated by reference to Exhibit 5.1 hereto). **23.4 Consent of Ernst & Young LLP. **23.5 Consent of BDO Binder. **23.6 Consent of Arthur Andersen LLP. **23.7 Consent of Tackman, Pilla, Arnone and Company, P.C. **23.8 Consent of Margolin, Winer & Evens LLP.
- -------- **Filed herewith. II-3 EX-5.1 2 OP. OF GREENBERG GLUSKER CLAMAN & MACHTINGER Exhibit 5.1 [LETTERHEAD OF GREENBERG GLUSKER FIELDS CLAMAN & MACHTINGER LLP APPEARS HERE] December 10, 1997 Capital Trust 605 Third Avenue New York, New York 10016 Re: Form S-1 Registration Statement ------------------------------- Ladies and Gentlemen: At your request, we have examined the Registration Statement filed by Capital Trust, a California business trust (the "Trust"), on December 10, 1997, in connection with the registration under the Securities Act of 1933, as amended, of Class A Common Shares of Beneficial Interest, par value $1.00 per share, as follows: (a) 1,000,000 shares (the "Shares"), which are authorized and unissued securities to be issued and sold in the manner set forth in said Registration Statement; and (b) 150,000 additional shares (the "Additional Shares"), which are authorized and unissued shares subject to an overallotment option, as set forth in said Registration Statement. As California counsel for the Trust, we are familiar with the provisions of the Amended and Restated Declaration of Trust and the Bylaws of the Trust. In addition, we have examined the Registration Statement and the proceedings taken by the Board of Trustees of the Trust in connection therewith. Based upon the foregoing and subject to the effectiveness of the Registration Statement prior to the sale of the Shares and the Additional Shares, we are of the opinion that, when issued and sold in the manner set forth in the Registration Statement: GREENBERG GLUSKER FIELDS CLAMAN & MACHTINGER LLP Capital Trust December 10, 1997 Page 2 1. The Shares will be legally and validly issued and outstanding, fully paid and non-assessable. 2. To the extent that the overallotment option is exercised pursuant to the terms thereof, the Additional Shares with respect to which such option is exercised will be legally and validly issued and outstanding, fully paid and non-assessable. We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to the use of our name therein and in the Prospectus which is a part thereof. Very truly yours, GREENBERG GLUSKER FIELDS CLAMAN & MACHTINGER LLP EX-23.1 3 CONSENT OF COOPERS & LYBRAND EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-1 of Capital Trust of our report dated February 14, 1997 appearing in the registration statement on Form S-1 (File No. 333-37271) of Capital Trust (f/k/a California Real Estate Investment Trust), on our audits of the consolidated financial statements and financial statement schedules of Capital Trust (f/k/a/ California Real Estate Investment Trust) and its subsidiary as of December 31, 1996 and 1995 and for the years ended December 31, 1996, 1995 and 1994. We also consent to the incorporation by reference in this Registration Statement on Form S-1 of Capital Trust of the references to our firm under the caption "Experts" appearing in the registration statement on Form S-1 (File No. 333-37271) of Capital Trust (f/k/a California Real Estate Investment Trust). Coopers & Lybrand L.L.P. San Francisco, California December 10, 1997 EX-23.2 4 CONSENT OF DAVID BERDON & CO. Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 of Capital Trust of the reference to our firm under the caption "EXPERTS" appearing in the Prospectus forming part of the Form S-1 Registration Statement (File No. 333-37271) of Capital Trust and of our reports, dated March 10, 1997 and July 16, 1997 on the financial statements of Victor Capital Group, L.P. (a Delaware Limited Partnership) and Affiliates, as of June 30, 1997, December 31, 1996 and 1995 and for the six months ended June 30, 1997 and 1996, and for each of the three years in the period ended December 31, 1996. DAVID BERDON & CO. LLP CERTIFIED PUBLIC ACCOUNTANTS New York, New York December 10, 1997 EX-23.4 5 CONSENT OF ERNST & YOUNG Exhibit 23.4 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement on Form S-1 of Capital Trust to our firm under the caption "Experts" and of our report dated November 5, 1997, appearing in the Registration Statement on Form S-1 (File No. 333-37271) and related Prospectus of Capital Trust. Ernst & Young LLP New York, New York December 10, 1997 EX-23.5 6 CONSENT OF BDO BINDER EXHIBIT 23.5 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 of Capital Trust of our report dated March 4, 1997, relating to consolidated financial statements of Phoenix Four, Inc. and Subsidiaries. We also consent to the incorporation by reference in this Registration Statement on Form S-1 of Capital Trust of the references to us under the caption "Experts" appearing in the prospectus forming a part of the registration statement on Form S-1 (File No. 333-37271) of Capital Trust. /s/ BDO Binder ------------------------------------- BDO BINDER Nassau, Bahamas December 10, 1997 EX-23.6 7 CONSENT OF ARTHUR ANDERSON EXHIBIT 23.6 CONSENT OF INDEPENDENT ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-1 of Capital Trust of our report and to all references to our Firm included in or made a part of the registration statement on Form S-1 (File No. 333-37271) of Capital Trust. /s/ Arthur Andersen LLP ------------------------------------- ARTHUR ANDERSEN LLP Chicago, Illinois December 10, 1997 EX-23.7 8 CONSENT TACKMAN, PILLA, ARNONE, AND CO, P.C. Exhibit 23.7 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-1 (File No. 333-37271) of Capital Trust of our report dated February 4, 1997 on our audit of the statement of revenues and certain operating expenses for the year ended December 31, 1996. We also consent to the incorporation by reference in this Registration Statement on Form S-1 of Capital Trust of the reference to our firm under the caption "Experts" appearing in the prospectus forming part of the registration statement on Form S-1 (File No. 333-37271) of Capital Trust. The Professional Associates, P.C. (f/k/a) Tackman, Pilla, Arnone and Company, P.C. Stamford, Connecticut December 10, 1997 EX-23.8 9 CONSENT OF MARGOLIN, WINER & EVENS LLP Exhibit 23.8 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-1 of Capital Trust of our report dated March 21, 1997, relating to the Statement of Revenue and Certain Operating Expenses of 1325 Limited Partnership (A Delaware Limited Partnership) for the year ended December 31, 1996. We also consent to the incorporation by reference in this Registration Statement on Form S-1 of Capital Trust of the reference to our firm under the caption "Experts" appearing in the prospectus forming a part of the registration statement on Form S-1 (File No. 333-37271) of Capital Trust. Margolin, Winer & Evens LLP Garden City, New York December 10, 1997 -----END PRIVACY-ENHANCED MESSAGE-----