SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)
(Amendment No. 1)
Capital Trust, Inc.
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(Name of Issuer)
Class A Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
14052H100
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(CUSIP Number)
Joseph Macnow
Vornado Realty L.P.
Park 80 West, Plaza II
Saddle Brook, New Jersey 07663
(201) 587-1000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 15, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d-1(e),
13d-1(f), or 13d-1(g), check the following box [__]
(Page 1 of 13 Pages)
Exhibit Index Appears on Page 12
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CUSIP No. 14052H100 13D Page 2 of 13 Pages
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1. NAME OF REPORTING PERSON/I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vornado Realty L.P. I.R.S. Identification No.: 22-3506990
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ X ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [___]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
4,273,424 (1)
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NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 0
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OWNED 9. SOLE DISPOSITIVE POWER
BY EACH
REPORTING 4,273,424 (1)
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PERSON 10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,273,424 (1)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [___]
CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9% (1)(2)(3)
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14. TYPE OF REPORTING PERSON
OO
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(1) Consists of 4,273,424 shares which Vornado Realty L.P. currently has the
right to acquire upon conversion of securities held by it, as more fully
described in Item 4 herein.
(2) Assuming issuance of an additional 4,273,424 shares upon conversion by
Vornado Realty L.P.
(3) Based upon 21,058,228 shares outstanding, as reported in the Issuer's Form
10-Q for the quarter ended March 31, 2000.
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CUSIP No. 14052H100 13D Page 3 of 13 Pages
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ITEM 1. SECURITY AND ISSUER.
This Statement relates to the Class A Common Stock, par value $.01 per
share (the "Common Stock"), of Capital Trust, Inc., a Maryland corporation (the
"Issuer"), which has its principal executive offices at 605 Third Avenue, 26th
Floor, New York, NY 10016. The Issuer is the successor to Capital Trust, a
California statutory business trust (the "Predecessor").
ITEM 2. IDENTITY AND BACKGROUND.
(a-c) and (f). This Statement is being filed by Vornado Realty L.P., a
Delaware limited partnership ("VRLP"). The managing general partner of VRLP is
Vornado Realty Trust, a Maryland real estate investment trust (the "Trust").
Additional information concerning the Trust is set forth in Appendix A hereto.
The Trust is a fully integrated equity real estate investment trust.
The Trust conducts its business through, and substantially all of its interests
in properties are held by, VRLP. The business address of each of VRLP and the
Trust is Park 80 West, Plaza II, Saddle Brook, New Jersey 07663.
(d) and (e). Neither VRLP nor the Trust, and to the best knowledge of
VRLP and the Trust none of the persons listed in Appendix A hereto, has during
the last five years (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was, or is, subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) Unless otherwise noted, all of the persons listed in Appendix A are
citizens of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On July 28, 1998, pursuant to the Preferred Securities Purchase
Agreement described in Item 4 below, VRLP acquired 50,000 8.25% Step Up
Convertible Trust Preferred Securities (Liquidation Amount $1,000 per Security)
(the "Original Preferred Securities") of CT Convertible Trust I, a Delaware
statutory business trust whose common securities were then owned solely by the
Predecessor ("CT Trust"). The Original Preferred Securities were convertible
into the Predecessor's common shares of beneficial interest. On January 28,
1999, the Predecessor merged with and into the Issuer and the Issuer was the
survivor. Thereafter, the Original Preferred Securities were convertible into
shares of Common Stock and the Issuer became the sole owner of the common
securities of CT Trust.
The aggregate amount of funds used in acquiring the Original Preferred
Securities was $48,500,000. All funds used in acquiring the Original Preferred
Securities were obtained from the working capital of VRLP.
On May 15, 2000 VRLP executed a Modification Agreement, dated as of May
10, 2000 (the "Modification Agreement"), among CT Trust, the Issuer, VRLP, EOP
Operating Limited Partnership and
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CUSIP No. 14052H100 13D Page 4 of 13 Pages
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Mellon Bank N.A., as trustee for certain pension trusts of General Motors
(collectively, the "Investors"), which required VRLP and the Investors to
exchange the Original Preferred Securities for new Preferred Securities of the
Trust. Accordingly, VRLP exchanged its 50,000 of Original Preferred Securities
for 50,000 Variable Rate Step Up Convertible Trust Preferred Securities
(Liquidation Amount $1,000 Per Security (the "New Preferred Securities").
ITEM 4. PURPOSE OF TRANSACTION.
Pursuant to the Preferred Securities Purchase Agreement among the
Predecessor, CT Trust, VRLP and each of the Investors, CT Trust sold an
aggregate of $150 million (in liquidation amount) of its Original Preferred
Securities to the Investors, including $50 million (in liquidation amount) of
Original Preferred Securities to VRLP. Immediately following the sale of the
Original Preferred Securities, CT Trust transferred the net proceeds from such
sale, and the sale of its common securities, to the Predecessor in exchange for
$154,650,000 of the Predecessor's 8.25% Step Up Convertible Junior Subordinated
Debentures (the "Original Debentures"). Pursuant to the merger of the Issuer and
the Predecessor, the Issuer assumed the Predecessor's obligations under the
Original Debentures. Pursuant to the transactions contemplated by the
Modification Agreement, the Original Debentures were exchanged for new
debentures (the "New Debentures") of which a portion is convertible into Common
Stock of the Issuer.
In accordance with the terms of the Modification Agreement, each $1,000
liquidation amount of Original Preferred Securities was exchanged for $1,000
liquidation amount of New Preferred Securities, of which $598.28 in liquidation
amount may be converted into a like principal amount of the Issuer's Variable
Rate Step Up Convertible Debentures (the "Convertible Debentures") and $401.72
in liquidation amount may be converted into a like principal amount of the
Issuer's Variable Rate Step Up Non-Convertible Debentures (the "Non-Convertible
Debentures"). Accordingly, following the consummation of the transactions
contemplated by the Modification Agreement, VRLP holds 50,000 New Preferred
Securities, of which $29,914,000 of liquidation amount (the "Convertible
Amount") may be converted into a like amount of the Issuer's Convertible
Debentures and $20,086,000 may be converted into a like amount of the Issuer's
Non-Convertible Debentures.
The Convertible Amount of the New Preferred Securities is convertible
into Common Stock of the Issuer as follows: each $1,000 Convertible Amount of
New Preferred Securities may be converted into $1,000 principal amount of
Convertible Debentures, and the Convertible Debentures are immediately
convertible into Common Stock at an initial rate of 142.857 shares per $1,000
principal amount of Convertible Debentures, subject to adjustment to prevent
dilution. In this manner, VRLP may currently convert its $29.914 million (in
liquidation amount) of New Preferred Securities into 4,273,424 shares of the
Issuer's Common Stock. Because VRLP has the right to acquire the 4,273,424
shares of Common Stock within 60 days, VRLP is deemed to be the beneficial owner
of those shares of Common Stock pursuant to Rule 13d-3(d)(i), promulgated under
the Securities Exchange Act of 1934, as amended.
VRLP plans to hold the New Preferred Securities, any Debentures issued
with respect thereto, and any Common Stock acquired upon the conversion of
Convertible Debentures and Convertible Amount of New Preferred Securities, as an
investment. VRLP intends to continue to review its investment in the New
Preferred Securities and, from time to time depending upon certain factors, may
determine to acquire through conversion of the New Preferred Securities, open
market purchases or
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CUSIP No. 14052H100 13D Page 5 of 13 Pages
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otherwise, Common Stock of the Issuer, or may determine to sell the New
Preferred Securities or Common Stock.
In connection with the purchase by VRLP and other Investors of Original
Preferred Securities, the Issuer, as successor to the Predecessor, granted to
each Investor certain co-investment rights under a Co-Investment Agreement
between the Issuer and each Investor in respect of certain loans and other
investment that the Issuer has or develops in the future. Pursuant to the
Modification Agreement, the Co-Investment Agreement terminated. In addition,
under a Registration Rights Agreement between the Issuer and each Investor the
Issuer granted to each Investor certain registration rights in respect of the
Common Stock.
(a)-(c); (e)-(j) Except as disclosed herein, neither VRLP nor the
Trust, and to the best knowledge of VRLP and the Trust none of the persons
listed in Appendix A hereto, has any plans or proposals of the types referred to
in clauses (a) through (j), but excluding (d) as discussed below, of Item 4 of
Schedule 13D, as promulgated by the Securities and Exchange Commission.
(d) Steven Roth, Chairman of the Board and Chief Executive Officer of
the Trust, serves on the Board of Directors of the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) To the best knowledge of VRLP, there are 21,058,228 shares
of Common Stock outstanding (as reported by the Issuer on its quarterly report
on Form 10-Q for the quarter ended March 31, 2000). As of the date hereof, the
50,000 New Preferred Securities held by VRLP are convertible into 4,273,424
shares of Common Stock, which represent approximately 16.9% of the Common Stock
issued and outstanding (this calculation includes in the number of outstanding
shares the additional 4,273,424 shares of Common Stock which will be issued to
VRLP upon its conversion of the Convertible Amount of the New Preferred
Securities). Upon conversion of the Convertible Amount of the New Preferred
Securities as described above, VRLP will have the sole power to vote or to
direct the vote of the shares of Common Stock acquired by it.
Neither VRLP (except as reported herein) nor the Trust, and to the best
knowledge of VRLP and the Trust none of the persons listed in Appendix A hereto,
owns any Common Stock.
(c) During the last 60 days, the only transaction in the Common Stock
effected by VRLP, the Trust, or to the best knowledge of VRLP and the Trust by
any of the persons listed in Appendix A hereto, was the transaction which
occurred as of May 10, 2000, as described herein.
(d) No person other than VRLP has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Common Stock beneficially owned by VRLP.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
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CUSIP No. 14052H100 13D Page 6 of 13 Pages
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Except for the matters described herein, VRLP and the Trust, and to the
best knowledge of VRLP and the Trust the persons listed in Appendix A hereto,
have no other contract, arrangement, understanding or relationship with any
person with respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 - Preferred Securities Purchase Agreement, dated as
of July 27, 1998, among Capital Trust, CT Convertible
Trust I, as issuer, and Vornado Realty L.P., EOP
Operating Limited Partnership, Mellon Bank N.A., as
trustee for General Motors Hourly-Rate Employes Pension
Trust, and Mellon Bank N.A., as trustee for General
Motors Salaried Employes Pension Trust, as purchasers
(incorporated by reference to Capital Trust's Current
Report on Form 8-K, dated July 28, 1998 and filed with
the Securities and Exchange Commission on August 6,
1998).
Exhibit 2 - Amended and Restated Declaration of Trust, dated
and effective as of May 10, 2000, by the Regular
Trustees (as defined therein), Wilmington Trust
Company, as Institutional Trustee and as Delaware
Trustee, Capital Trust, Inc., as sponsor, and the
holders, from time to time, of undivided beneficial
interests in the Trust to be issued pursuant to thereto
(incorporated by reference to Capital Trust, Inc.'s
Current Report on Form 8-K, dated May 18, 2000 and
filed with the Securities and Exchange Commission on
May 18, 2000).
Exhibit 3 - Amended and Restated Indenture, dated as of May 10,
2000, between Capital Trust, Inc. and Wilmington Trust
Company, as trustee (incorporated by reference to
Capital Trust Inc.'s Current Report on Form 8-K, dated
May 18, 2000 and filed with the Securities and Exchange
Commission on May 18, 2000).
Exhibit 4 - Registration Rights Agreement dated as of July 28,
1998 among Capital Trust, Vornado Realty L.P., EOP
Operating Limited Partnership, Mellon Bank N.A., as
trustee for General Motors Hourly-Rate Employes
Pension Trust, and Mellon Bank N.A., as trustee for
General Motors Salaried Employes Pension Trust,
(incorporated by reference to Capital Trust's Current
Report on Form 8-K, dated July 28, 1998 and filed with
the Securities and Exchange Commission on August 6,
1998).
Exhibit 5 - Amended and Restated Preferred Securities Guarantee
Agreement, dated as of May 10, 2000, by Capital Trust,
Inc. and Wilmington Trust Company, as Preferred
Guarantee Trustee (incorporated by reference to Capital
Trust Inc.'s Current Report on Form 8-K, dated May 18,
2000 and filed with the Securities and Exchange
Commission on May 18, 2000).
<PAGE>
CUSIP No. 14052H100 13D Page 7 of 13 Pages
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Exhibit 6 - Modification Agreement, dated as of May 10, 2000,
by and among Capital Trust, Inc., the Regular Trustees
(as defined therein), Vornado Realty L.P., Vornado
Realty Trust, EOP Operating Limited Partnership, Equity
Office Properties Trust, and State Street Bank and
Trust Company, as trustee for General Motors Employes
Global Group Pension Trust (incorporated by reference
to Capital Trust Inc.'s Current Report on Form 8-K,
dated May 18, 2000 and filed with the Securities and
Exchange Commission on May 18, 2000).
<PAGE>
CUSIP No. 14052H100 13D Page 8 of 13 Pages
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APPENDIX A
AMENDMENT NO. 1 TO
SCHEDULE 13D
CUSIP NUMBER 14052H100
Set forth herein please find information concerning the Executive
Officers, Trustees and Principal Shareholders of the Trust, the managing general
partner of, and holder of a majority of the partnership interests in, VRLP. Such
information sets forth the position held at the Trust and the present principal
occupation or employment, if other than that held at the Trust, of the Trustees
and Executive Officers of the Trust. Unless otherwise indicated, the principal
business address of each of the Executive Officers and Trustees set forth below
is Park 80 West, Plaza II, Saddle Brook, New Jersey 07663.
Trustees and Executive Officers
Steven Roth is the Chairman of the Board and Chief Executive Officer of
the Trust. Mr. Roth is also managing general partner of Interstate Properties
("Interstate").
Michael D. Fascitelli is a Trustee and President of the Company.
Russell B. Wight, Jr. is a Trustee of the Trust and a general partner
of Interstate.
David Mandelbaum is a Trustee of the Trust, a general partner of
Interstate and a member of the law firm of Mandelbaum & Mandelbaum, P.C.
Ronald Targan is a Trustee of the Trust, a member of the law firm of
Schechner and Targan, P.A., and President of Malt Products Corporation of New
Jersey, a producer of malt syrup.
Stanley Simon is a Trustee of the Trust and owner of Stanley Simon and
Associates, management and financial consultants.
Richard West is a Trustee of the Trust and Dean Emeritus, Leonard N.
Stern School of Business, New York University.
David R. Greenbaum is Chief Executive Officer of the New York Division
of the Trust.
Joseph Macnow is Executive Vice President - Finance and Administration
of the Trust.
Joseph Hakim is Chief Executive Officer of Merchandise Mart Division of
the Trust.
Melvyn Blum is Executive Vice President - Development of the Trust.
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CUSIP No. 14052H100 13D Page 9 of 13 Pages
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PRINCIPAL SHAREHOLDERS OF THE TRUST
The following table sets forth information as of April 20, 2000 (except
as otherwise noted), with respect to persons who were known by the Trust to be
the beneficial owner of more than 5% of the Trust's common shares of beneficial
interest, par value $.01 per share (the "Common Shares") and units of limited
partnership interest ("Units") of VRLP as of such date.
<TABLE>
Number of
Shares Percent of Percent
and Units All of All
Beneficially Shares Shares and
Name and Address of Beneficial Owner Owned(1) (1)(2)(3) Units (1)(3)
- ------------------------------------ -------- --------- ------------
<S> <C> <C> <C>
Steven Roth (4)(5)(6). . . . . . . . . . . . 15,870,900 18.1% 15.4%
c/o Vornado Realty Trust
Park 80 West, Plaza II
Saddle Brook, New Jersey 07663
Russell B. Wight, Jr. (4)(5)(7). . . . . . . 13,484,800 15.6% 13.3%
c/o Vornado Realty Trust
Park 80 West, Plaza II
Saddle Brook, New Jersey 07663
David Mandelbaum (4)(5). . . . . . . . . . . 13,261,998 15.3% 13.1%
c/o Vornado Realty Trust
Park 80 West, Plaza II
Saddle Brook, New Jersey 07663
Interstate Properties (4)(5) . . . . . . . . 12,943,000 15.0% 12.1%
c/o Vornado Realty Trust
Park 80 West, Plaza II
Saddle Brook, New Jersey 07663
Cohen & Steers Capital
Management, Inc. (4)(8) . . . . . . . . . . 9,317,200 10.2% 8.7%
757 Third Avenue
New York, New York 10017
</TABLE>
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CUSIP No. 14052H100 13D Page 10 of 13 Pages
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[FN]
(1) At any time after one year from the date of issuance (or two years in the
case of certain holders), holders of Units (other than the Trust) will have
the right to have their Units redeemed in whole or in part by VRLP for cash
equal to the fair market value, at the time of redemption, of one Common
Share of the Trust for each Unit redeemed or, at the option of the Trust,
one Common Share of the Trust for each Unit tendered, subject to customary
anti-dilution provisions (the "Unit Redemption Right"). Holders of Units
may be able to sell Common Shares received upon the exercise of their Unit
Redemption Right in the public market pursuant to a registration rights
agreement with the Trust. The Trust has filed registration statements with
the Securities and Exchange Commission to register certain of the Common
Shares issuable upon the exercise of the Unit Redemption Right.
(2) Assumes that all Units held by the beneficial owner are redeemed for Common
Shares. The total number of Common Shares outstanding used in calculating
this percentage assumes that all Common Shares or Units that each person
has the right to acquire within 60 days pursuant to the exercise of options
or upon the exchange of Units for Common Shares are deemed to be
outstanding, but are not deemed to be outstanding for the purpose of
computing the ownership percentage of any other person.
(3) Assumes that all Units are redeemed for Common Shares.
(4) The number of Common Shares and Units beneficially owned is reported on the
basis of regulations of the SEC governing the determination of beneficial
ownership of securities.
(5) Interstate, a partnership of which Messrs. Roth, Wight and Mandelbaum are
the three general partners, owns 12,943,000 Common Shares. These Common
Shares are included in the total Common Shares and the percentage of class
for Interstate. Messrs. Roth, Wight and Mandelbaum share voting power and
investment power with respect to these Common Shares.
(6) Includes 82,900 Common Shares owned by the Daryl and Steven Roth
Foundation, over which Mr. Roth holds sole voting power and investment
power. Does not include 36,000 Common Shares owned by Mr. Roth's wife, as
to which Mr. Roth disclaims any beneficial interest.
(7) Includes 64,800 Common Shares owned by the Wight Foundation, over which
Mr. Wight holds sole voting power and investment power.
(8) Based on Schedule 13G filed on February 10, 2000, Cohen & Steers
Capital Management, Inc. has the sole power to vote or to direct the vote
of 8,121,200 Common Shares and has the sole power to dispose or to direct
the disposition of 9,317,200 Common Shares.
</FN>
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CUSIP No. 14052H100 13D Page 11 of 13 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in the statement is true, complete and
correct.
DATED: May 18, 2000
VORNADO REALTY L.P.
By: Vornado Realty Trust, its
managing general partner
By: /s/ Irwin Goldberg
--------------------------------------
Name: Irwin Goldberg
Title: Vice President, Chief Financial
Officer
<PAGE>
CUSIP No. 14052H100 13D Page 12 of 13 Pages
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EXHIBIT INDEX
Exhibit Number Description
1 Preferred Securities Purchase Agreement, dated as of July 27,
1998, among Capital Trust, CT Convertible Trust I, as issuer, and
Vornado Realty L.P., EOP Operating Limited Partnership, Mellon
Bank N.A., as trustee for General Motors Hourly-Rate Employes
Pension Trust, and Mellon Bank N.A., as trustee for General
Motors Salaried Employes Pension Trust, as purchasers
(incorporated by reference to Capital Trust's Current Report on
Form 8-K, dated July 28, 1998 and filed with the Securities and
Exchange Commission on August 6, 1998).
2 Amended and Restated Declaration of Trust, dated and effective
as of May 10, 2000, by the Regular Trustees (as defined therein),
Wilmington Trust Company, as Institutional Trustee and as
Delaware Trustee, Capital Trust, Inc., as sponsor, and the
holders, from time to time, of undivided beneficial interests in
the Trust to be issued pursuant to thereto (incorporated by
reference to Capital Trust, Inc.'s Current Report on Form 8-K,
dated May 18, 2000 and filed with the Securities and Exchange
Commission on May 18, 2000).
3 Amended and Restated Indenture, dated as of May 10, 2000,
between Capital Trust, Inc. and Wilmington Trust Company, as
trustee (incorporated by reference to Capital Trust Inc.'s
Current Report on Form 8-K, dated May 18, 2000 and filed with the
Securities and Exchange Commission on May 18, 2000).
4 Registration Rights Agreement dated as of July 28, 1998 among
Capital Trust, Vornado Realty L.P., EOP Operating Limited
Partnership, Mellon Bank N.A., as trustee for General Motors
Hourly-Rate Employes Pension Trust, and Mellon Bank N.A., as
trustee for General Motors Salaried Employes Pension Trust,
(incorporated by reference to Capital Trust's Current Report on
Form 8-K, dated July 28, 1998 and filed with the Securities and
Exchange Commission on August 6, 1998).
5 Amended and Restated Preferred Securities Guarantee Agreement,
dated as of May 10, 2000, by Capital Trust, Inc. and Wilmington
Trust Company, as Preferred Guarantee Trustee (incorporated by
reference to Capital Trust Inc.'s Current Report on Form 8-K,
dated May 18, 2000 and filed with the Securities and Exchange
Commission on May 18, 2000).
6 Modification Agreement, dated as of May 10, 2000, by and among
Capital Trust, Inc., the Regular Trustees (as defined therein),
Vornado Realty L.P., Vornado Realty Trust, EOP Operating Limited
Partnership, Equity Office Properties Trust, and State Street
Bank and Trust Company, as trustee for General Motors Employes
Global Group Pension Trust (incorporated by reference to Capital
<PAGE>
CUSIP No. 14052H100 13D Page 13 of 13 Pages
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Trust Inc.'s Current Report on Form 8-K, dated May 18, 2000 and
filed with the Securities and Exchange Commission on May 18,
2000).
