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): February 14, 2005

CRT PROPERTIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

FLORIDA

(State or Other Jurisdiction of Incorporation)

1-9997	59-2898045
Commission File Number)	(IRS Employer Identification No.)

225 NE MIZNER BOULEVARD, SUITE 200 BOCA RATON, FLORIDA	33432
(Address of Principal Executive Offices)	(Zip Code)

(561) 395-9666

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Reports)

Check the appropriate box below if the Form 8-K 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))

Item 1.01 Entry into Material Definitive Agreement.

Effective February 14, 2005, CRT Properties, Inc. (the “Company”) entered into an employment offer letter with Terence D. McNally in connection with his appointment as the Company’s Senior Vice President and Chief Financial Officer. A description of the offer letter is included in Item 5.02 of this Current Report on Form 8-K and is incorporated herein by reference. A copy of the offer letter is also attached as Exhibit 10.1 hereto and by this reference made a part hereof.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On February 14, 2005, the Company’s Board of Directors appointed Terence D. McNally as the Company’s Senior Vice President and Chief Financial Officer. From 1985 to 2002, Mr. McNally served in various capacities at Boston Properties, Inc., an office REIT listed on the New York Stock Exchange, most recently as Vice President & Chief Accounting Officer. From 2003 to 2005, Mr. McNally was self-employed as a real estate investment consultant. Mr. McNally, age 47, earned a bachelor’s degree in accounting from the University of Notre Dame, an MBA from Suffolk University and is a certified public accountant.

There is no prior arrangement or understanding pursuant to which Mr. McNally was appointed as Senior Vice President and Chief Financial Officer, nor are there any transactions or proposed transactions to which the Company and Mr. McNally are, or will be, parties. There is no family relationship between Mr. McNally and any director or officer of the Company.

The Company has entered into an employment offer letter with Mr. McNally in connection with his appointment. The offer letter provides for Mr. McNally to participate in the Company’s Senior Management Compensation Plan, with an annual base salary of $225,000 and a maximum cash bonus of up to 75% of base salary. Awards of cash bonus, if any, will be made based in part upon individual performance and in part upon the performance of the Company as a whole. Upon commencement of his employment, Mr. McNally also received a $200,000 restricted stock award, half of which will vest in five equal installments of 10% per year and half of which will vest based on the Company’s achievement of threshold total return to shareholders over a five-year period. Further details of the Company’s Senior Management Compensation Plan can be found in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 14, 2005 and in the exhibits thereto.

The offer letter also provides that Mr. McNally is eligible to participate in all employee benefits customarily available to comparable employees, including the Company’s 401(k) retirement plan, employee stock investment plan, and health, life, and other insurance programs. This summary description of the offer letter is qualified in its entirety by reference to the full text of the letter as attached hereto as Exhibit 10.1 and by this reference made a part hereof.

On February 14, 2005, Steven A. Abney resigned as the Company’s Vice President, Finance and Chief Accounting Officer.

Item 7.01. Regulation FD Disclosure.

On February 18, 2005, CRT Properties, Inc. announced the appointment of Terence D. McNally as Senior Vice President and Chief Financial Officer, as more particularly described in the Company’s News Release dated February 18, 2005, a copy of which is attached hereto as Exhibit 99.1 and by this reference made a part hereof.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits

Exhibit
Number		Description of Exhibits
	10.1	Offer of Employment Letter with Terence D. McNally
	99.1	CRT Properties, Inc. News Release, dated February 18, 2005

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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, thereunto duly authorized.

	CRT PROPERTIES, INC.
Dated: February 18, 2005	By:	/s/ William J. Wedge
		William J. Wedge
		Title:	Senior Vice President, General Counsel and Corporate Secretary

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EX-10.1

EXHIBIT 10.1

February 3, 2005

Mr. Terence D. McNally
2 Lake Road
Wellesley, MA 02482

Dear Mr. McNally:

As follow-up to your discussions with Thomas J. Crocker, I am pleased to confirm the following offer of employment to you contingent upon the successful completion of your background verifications:

Position: Senior Vice President & Chief Financial Officer. Your start date is on or about Monday, February 14, 2005. Your place of employment will be in here in Boca Raton, Florida at the corporate office of CRT Properties, Inc. You will report directly to Thomas J. Crocker, Chief Executive Officer.

Base Salary: $225,000.00 annually.

Relocation Allowance/Reimbursement: You will be provided with relocation allowance and/or reimbursement of up to $10,000.00 for your moving costs. You will be required to provide receipts

Bonus Program: As an Officer, you will be eligible for the CRT Properties, Inc. Senior Management Compensation Plan. Your maximum bonus potential will be equal to 75% of base salary and approximately 50% of the bonus will be based on achieving corporate objectives and the remaining 50% to be based on achieving individual objectives. You will be granted $200,000 of restricted stock upon commencement of employment. In no event is a bonus award guaranteed in any period.

Insurance Benefits: These benefits take effect the first of the month following your start date. Our medical insurance carrier is Cigna Health Care. You are offered a choice of the HMO, POS or PPO options. Our Basic Life, AD&D, Short Term and Long Term Disability as well as Optional Life carrier is Jefferson Pilot. Our Dental carrier is The Guardian Life Insurance Company of America. You may purchase supplementary policies from AFLAC.

401(k): You are also eligible to participate in the 401(k) Plan on the first of the month following your start date. You may contribute up to 75% of your annual/base compensation. Effective April 1, 2004, the Plan Administrator is Fidelity Investments. CRT may match 50 cents on every dollar that you contribute up to the first six (6) percent monthly. UBS Financial Services, Inc. is our Financial Advisors.

Stock Investment Plan: These benefits become effective the first of the month following your start date.

Section 125 Flexible Benefits Program: (Flex) allows you to pay your contributions for employer-sponsored health and dental coverage’s using pre-tax dollars. Medical Expense Reimbursement (Health FSA) allows you to pay for health plan deductible co-payments and other out of pocket expenses which may not be covered by benefits. Dependent Care Assistant Plan (DCAP) will reimburse some of your dependent care expenses, including daycare and after-school programs.

Employment Terms: This offer is contingent upon the successful completion of a full background investigation and reference process. This offer of employment is not a contract and neither the employee nor CRT is bound to continue the employment if either chooses, at its will, to end the relationship at any time, for any reason, with or without cause.

I hope that after you have had an opportunity to review this letter, you will accept the Company’s offer.

Please acknowledge your receipt and acceptance of this offer by signing below and return to my attention in the self-addressed envelope enclosed. I look forward to working with you.

Sincerely,

/s/ Karen Lynch

Karen Lynch
Assistant Vice President
Human Resources & Benefits

/kl

     I am in agreement that the terms of this Offer Letter are acceptable to me

ACCEPTED AND AGREED:
/s/ Terence D. McNally Terence D. McNally	2/6/2005 Dated:

EX-99.1

EXHIBIT 99.1

CRT PROPERTIES, INC.

225 NE Mizner Blvd., Suite 200

Boca Raton, Florida 33432

CRT Properties Announces Appointment of McNally as CFO

BOCA RATON, FLORIDA—February 18, 2005—CRT Properties, Inc. (NYSE: CRO), today announced the appointment of Terence D. McNally as the Company’s Senior Vice President and Chief Financial Officer.

From 1985 to 2002, Mr. McNally served in various capacities at Boston Properties, Inc., an office REIT listed on the New York Stock Exchange, most recently as Vice President and Chief Accounting Officer. Mr. McNally was also a real estate investment consultant in the Boston area from 2003 to 2005. Mr. McNally earned a bachelors degree from the University of Notre Dame and an MBA from Suffolk University. He is also a certified public accountant.

About CRT Properties, Inc.

CRT Properties, Inc. owns or has interests in 136 office buildings, containing 11.7 million rentable square feet, located in suburban and urban office projects in 12 metropolitan areas in the Southeastern United States, Texas and Maryland. For more information about CRT Properties, Inc., contact its website at http://www.crtproperties.com or Investor Relations, 225 NE Mizner Boulevard, Suite 200, Boca Raton, Florida 33432-3945.

CONTACT: CRT Properties, Inc. Thomas C. Brockwell, 1-800-850-2037

SOURCE: CRT Properties, Inc.

Private Securities Litigation Reform Act of 1995. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for certain forward-looking statements. The forward-looking statements contained in this release, including those that refer to management’s plans and expectations for future operations, prospects and financial condition, are subject to certain risks and uncertainties. Actual results could differ materially from current expectations. The words “believe,” “expect,” “anticipate,” “intend,” “estimate” and other expressions which are predictions of or indicate future events and trends and which do not relate to historical matters identify forward-looking statements. Reliance should not be placed on these statements because, by their nature, they are subject to known and unknown risks and can be affected by factors that are beyond the control of CRT Properties, Inc. Among the factors that could affect the Company’s actual results are changes in general economic conditions, including changes in the economic conditions affecting industries in which its principal tenants compete; its ability to timely lease or re-lease space at current or anticipated rents to creditworthy tenants; changes in interest rates; future demand for its debt and equity securities; and its ability to complete current and future development projects on schedule and on budget. A more detailed discussion of these and other factors is set forth in the “Risk Factors” section of the Company’s SEC reports and filings, including its Annual Report on Form 10-K for the year ended December 31, 2004. For forward-looking statements contained or incorporated by reference herein, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.