As filed with the Securities and Exchange Commission on February 22, 1999
Registration No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CAPITAL TRUST, INC.
(Exact name of registrant as specified in its charter)
Maryland 94-6181186
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
605 Third Avenue, 26th Floor 10016
New York, New York (Zip Code)
(Address of Principal Executive Offices)
Capital Trust, Inc. 1998 Employee Stock Purchase Plan
Capital Trust, Inc. 1998 Non-Employee Stock Purchase Plan and
Capital Trust, Inc. Stock Purchase Loan Plan
(Full title of the plans)
John R. Klopp
Vice Chairman,
Chief Executive Officer and President
605 Third Avenue, 26th Floor
New York, New York 10016
(Name and address of agent for service)
(212) 655-0220
(Telephone Number, Including Area Code, of Agent for Service)
---------------
<TABLE>
<CAPTION>
Calculation of Registration Fee
================================================================================
Proposed maximum
Amount to be offering price per Proposed maximum Amount of
Title of securities to be registered registered share(1) aggregate offering price(1) registration fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, $.01 par value 1,500,000 $5.375 $8,062,500 $2,241.38
- --------------------------------------------------------------------------------
Total
================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee in
accordance with paragraphs (c) and (h)(1) of Rule 457 of the Securities
Act of 1933, as amended (the "Securities Act"), based upon the average of
the high and low prices per share of the Class A Common Stock as reported
on The New York Stock Exchange on February 18, 1999.
805035.4
<PAGE>
EXPLANATORY NOTE
This Registration Statement on Form S-8 (this "Registration
Statement") is being filed by Capital Trust, Inc., a Maryland corporation (the
"Registrant"), which is the successor to Capital Trust, a California business
trust (the "Predecessor"), following the Mergers (as defined and described
below) which were undertaken to effect the reorganization of the Predecessor
into a Maryland corporation ("Reorganization"). Prior to the Mergers, the
Registrant had engaged in no activities other than those incident to the
Reorganization.
Pursuant to an agreement and plan of merger, dated as of November 12,
1998 (the "Merger Agreement"), among the Registrant, the Predecessor and
Captrust Limited Partnership, a Maryland limited partnership ("CTLP"), and the
transactions contemplated thereby, (i) the Predecessor merged with and into
CTLP, with CTLP continuing as the surviving entity, and CTLP merged with and
into the Registrant, with the Registrant continuing as the surviving corporation
(the "Mergers"); (ii) each outstanding class A common share of beneficial
interest, par value $1.00 per share ("Class A Common Share"), and each
outstanding class A 9.5% cumulative convertible preferred share of beneficial
interest, par value $1.00 per share, in the Company, were converted into,
respectively, one share of class A common stock, par value $.01 per share
("Class A Common Stock"), and one share of class A 9.5% cumulative convertible
preferred stock, par value $.01 per share ("Class A Preferred Stock), of the
Registrant; and (iii) the Registrant assumed all outstanding obligations to
issue Class A Common Stock under the Plans (as defined and described below).
Upon consummation of the Mergers, the entire class of Class A Common Stock
became registered under Section 12(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), in accordance with Rule 12g-3(a) thereunder. Such
registration was implemented by the Commission's acceptance for filing on
January 29, 1999 of the Registrant's Form 8-K Current Report, dated January 28,
1999, and the continuation of the Predecessor's file number (File No. 1- 8063)
pursuant to the telephonic interpretation of the staff of the Commission set
forth on page 177 of the Division of Corporation Finance's Manual of
Publicly-Available Telephone Interpretations (July 1997).
The Merger Agreement was approved by the shareholders of the
Predecessor at its 1998 annual meeting of shareholders (the "Annual Meeting")
for which proxies were solicited pursuant to proxy material contained in the
Registrant's Registration Statement on Form S-4 (File No. 333-52619) which was
declared effective on December 24, 1998; such proxy material is deemed filed
pursuant to Regulation 14A under the Exchange Act in accordance with Instruction
E. to Form S-4.
Upon consummation of the Mergers, the Registrant assumed the
following plans and all outstanding obligations to issue shares of Class A
Common Stock thereunder: (i) the Capital Trust amended and restated 1997
long-term incentive share plan, (ii) the Capital Trust amended and restated 1997
non-employee trustee share plan, (iii) the Capital Trust 1998 employee share
purchase plan ("Employee Purchase Plan"), (iv) the Capital Trust 1998
non-employee share purchase plan ("Non-Employee Purchase Plan"), and (v) the
Capital Trust share purchase loan plan ("Purchase Loan Plan") (collectively, the
"Plans"). Shares of Registrant's Class A Common Stock will be used to fund the
Plans.
After consummation of the Mergers, the Employee Purchase Plan, the
Non-Employee Purchase Plan and the Purchase Loan Plan were amended effective as
of January 28, 1998 to change all references to "Capital Trust" to "Capital
Trust, Inc." and made additional technical revisions that reflect the different
capital and governance structure of the Registrant.
805035.4
-2-
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
The documents containing the information specified in this Item will
be sent or given to participants in the Capital Trust, Inc. 1998 Employee Stock
Purchase Plan, the Capital Trust, Inc. 1998 Non-Employee Stock Purchase Plan and
the Capital Trust, Inc. Stock Purchase Loan Plan in accordance with Rule
428(b)(1) under the Securities Act. In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed either as
part of this Registration Statement on Form S-8 (the "Registration Statement")
or as prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information
The documents containing the information specified in this Item will
be sent or given to participants in the Plans. In accordance with Rule 428 and
the requirements of Part I of Form S-8, such documents are not being filed
either as part of the Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed with the Commission by the Registrant
or the Predecessor are incorporated by reference:
(a) The Predecessor's Annual Report on Form 10-K for the year ended
December 31, 1997 (File No. 1-8063), as filed with the Commission on February
26, 1998, as amended by Annual Report on Form 10-K/A, as filed with the
Commission on April 30, 1998, as further amended by Annual Report on Form
10-K/A, as filed with the Commission on August 17, 1998, as further amended by
Annual Report on Form 10-K/A, as filed with the Commission on October 23, 1998,
and as further amended by Annual Report on Form 10-K/A, as filed with the
Commission on December 11, 1998.
(b) (i) The Predecessor's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998 (File No. 1-8063), as filed with the Commission on May 14,
1998, as amended by Quarterly Report on Form 10-Q/A, as filed with the
Commission on August 14, 1998, as further amended by Quarterly Report on Form
10-Q/A, as filed with the Commission on October 23, 1998, and as further amended
by Quarterly Report on Form 10-Q/A, as filed with the Commission on December 11,
1998;
(ii) The Predecessor's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998 (File No. 1-8063), as filed with the Commission on August
14, 1998, as amended by Quarterly Report on Form 10-Q/A, as filed with the
Commission on October 23, 1998, and as further amended by Quarterly Report on
Form 10-Q/A, as filed with the Commission on December 11, 1998;
805035.4
-3-
<PAGE>
(iii) The Predecessor's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998 (File No. 1-8063), as filed with the Commission
on November 16, 1998, and as amended by Quarterly Report on Form 10-Q/A, as
filed with the Commission on December 11, 1998;
(iv) The Predecessor's Current Report on Form 8-K, dated February 9,
1998 (File No. 1- 8063), as filed with the Commission on February 23, 1998;
(v) The Predecessor's Current Report on Form 8-K, dated February 27,
1998 (File No. 1-8063), as filed with the Commission on March 13, 1998;
(vi) The Predecessor's Current Report on Form 8-K/A, dated January 1,
1998 (File No. 1-8063), as filed with the Commission on March 18, 1998;
(vii) The Predecessor's Current Report on Form 8-K, dated March 12,
1998 (File No. 1- 8063), as filed with the Commission on March 19, 1998;
(vii) The Predecessor's Current Report on Form 8-K, dated April 21,
1998 (File No. 1- 8063), as filed with the Commission on April 23, 1998;
(ix) The Predecessor's Current Report on Form 8-K, dated May 14, 1998
(File No. 1- 8063), as filed with the Commission on May 22, 1998;
(x) The Predecessor's Current Report on Form 8-K, dated June 2, 1998
(File No. 1-8063), as filed with the Commission on June 12, 1998;
(xi) The Predecessor's Current Report on Form 8-K, dated June 16,
1998 (File No. 1- 8063), as filed with the Commission on June 24, 1998, as
amended by Current Report on Form 8-K/A , as filed with the Commission on
October 19, 1998;
(xii) The Predecessor's Current Report on Form 8-K, dated June 30,
1998 (File No. 1- 8063), as filed with the Commission on July 13, 1998;
(xiii) The Predecessor's Current Report on Form 8-K, dated July 28,
1998 (File No. 1-8063), as filed with the Commission on August 6, 1998;
(xiv) The Predecessor's Current Report on Form 8-K, dated August 7,
1998 (File No. 1- 8063), as filed with the Commission on August 24, 1998; and
(xv) The Registrant's Current Report on Form 8-K, dated January 28,
1999 (File No. 1- 8063), as filed with the Commission on January 29, 1999.
(c) The description of the Registrant's Class A Common Stock contained in
the Registrant's Proxy Statement/Prospectus, included in Amendment No. 3 to the
Registrant's Registration Statement on Form S-4 (File No. 333-52619) as filed
with the Commission on December 16, 1998, contained under the caption "PROPOSAL
1--APPROVAL OF THE REORGANIZATION; Description of Authorized Stock of the New
Company."
805035.4
-4-
<PAGE>
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be part hereof from the
date of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
The Maryland General Corporation Law (the "MGCL") permits a Maryland
corporation to include in its charter a provision limiting the liability of its
directors and officers to the corporation and its stockholders for money damages
except for liability resulting from (a) actual receipt of an improper benefit or
profit in money, property or services or (b) active and deliberate dishonesty
established by a final judgment as being material to the cause of action. The
charter of the Registrant (the "Charter") contains such a provision which
eliminates such liability to the maximum extent permitted by Maryland law.
The Charter authorizes the Registrant, to the maximum extent
permitted by Maryland law, to obligate itself to indemnify and to pay or
reimburse reasonable expenses in advance of final disposition of a proceeding to
(a) any present or former director or officer or (b) any individual who, while a
director of the Registrant and at the request of the Registrant, serves or has
served another corporation, real estate investment trust, partnership, joint
venture, trust, employee benefit plan or any other enterprise as a director,
officer, partner or trustee of such corporation, real estate investment trust,
partnership, joint venture, trust, employee benefit plan or other enterprise
from and against any claim or liability to which such person may become subject
or which such person may incur by reason of his or her status as a present or
former director or officer of the Registrant. The Amended and Restated Bylaws of
the Registrant (the "Bylaws") obligate the Registrant, to the maximum extent
permitted by Maryland law, to indemnify and to pay or reimburse reasonable
expenses in advance of final disposition of a proceeding to (a) any present or
former director or officer who is made a party to the proceeding by reason of
his service in that capacity or (b) any individual who, while a director of the
Registrant and at the request of the Registrant, serves or has served another
corporation, real estate investment trust, partnership, joint venture, trust,
employee benefit plan or any other enterprise as a director, officer, partner or
trustee of such corporation, real estate investment trust, partnership, joint
venture, trust, employee benefit plan or other enterprise and who is made a
party to the proceeding by reason of his service in that capacity. The Charter
and Bylaws also permit the Registrant to indemnify and advance expenses to any
person who served a predecessor of the
805035.4
-5-
<PAGE>
Registrant in any of the capacities described above and to any employee or agent
of the Registrant or a predecessor of the Registrant.
The MGCL requires a corporation (unless its charter provides
otherwise, which the Charter does not) to indemnify a director or officer who
has been successful, on the merits or otherwise, in the defense of any
proceeding to which he is made a party by reason of his service in that
capacity. The MGCL permits a corporation to indemnify its present and former
directors and officers, among others, against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by them in connection with
any proceeding to which they may be made a party by reason of their service in
those or other capacities unless it is established that (a) the act or omission
of the director or officer was material to the matter giving rise to the
proceeding and (i) was committed in bad faith or (ii) was the result of active
and deliberate dishonesty, (b) the director or officer actually received an
improper personal benefit in money, property or services or (c) in the case of
any criminal proceeding, the director or officer had reasonable cause to believe
that the act or omission was unlawful. However, under the MGCL, a Maryland
corporation may not indemnify for an adverse judgment in a suit by or in the
right of the corporation or for a judgment of liability on the basis that
personal benefit was improperly received, unless in either case a court orders
indemnification and then only for expenses. In addition, the MGCL permits a
corporation to advance reasonable expenses to a director or officer upon the
corporation's receipt of (a) a written affirmation by the director or officer of
his good faith belief that he has met the standard of conduct necessary for
indemnification by the corporation and (b) a written undertaking by him or on
his behalf to repay the amount paid or reimbursed by the corporation if it shall
ultimately be determined that the standard of conduct was not met.
Item 8. Exhibits.
4.1 Capital Trust, Inc. 1998 Employee Stock Purchase Plan (filed
as Exhibit 10.3 to the Registrant's Current Report on Form 8-K
filed on January 29, 1999 and is incorporated herein by
reference).
4.2 Capital Trust, Inc. 1998 Non-Employee Stock Purchase Plan
(filed as Exhibit 10.4 to the Registrant's Current Report on
Form 8-K filed on January 29, 1999 and is incorporated herein
by reference).
4.3 Capital Trust, Inc. Stock Purchase Loan Plan (filed as Exhibit
10.5 to the Registrant's Current Report on Form 8-K filed on
January 29, 1999 and is incorporated herein by reference).
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP regarding
the legality of the securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Ernst & Young L.L.P.
23.3 Consent of Ballard Spahr Andrews & Ingersoll, LLP (contained
in Exhibit 5.1).
24.1 Power of Attorney (contained in the signature pages hereof).
805035.4
-6-
<PAGE>
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of a prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii)To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
805035.4
-7-
<PAGE>
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act, and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer, or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
805035.4
-8-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on this 22nd day of
February, 1999.
CAPITAL TRUST, INC.
By: /s/ John R. Klopp
------------------------------------------------
John R. Klopp
Vice Chairman, Chief Executive Officer and
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John R. Klopp and Edward L. Shugrue III
his true and lawful attorney-in-fact and agents, each acting alone, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments to this
Registration Statement, including post-effective amendments, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, and hereby ratifies and confirms
all his said attorneys-in-fact and agents, each acting alone, or his substitute
or substitutes may lawfully do or cause to be done by virtue thereof.
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 date indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ John R. Klopp Vice Chairman, Chief Executive February 22, 1999
- -------------------------------------
John R. Klopp Officer and President (principal
executive officer); Director
/s/ Edward L. Shugrue III Managing Director, Chief February 22, 1999
- ----------------------------------
Edward L. Shugrue III Financial Officer and Treasurer
(principal financial officer)
</TABLE>
805035.4
-9-
<PAGE>
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Samuel Zell Chairman of the Board of February 22, 1999
- ---------------
Samuel Zell Directors
/s/ Jeffrey A. Altman Director February 22, 1998
- ---------------------
Jeffrey A. Altman
/s/ Thomas E. Dobrowski Director February 22, 1999
- ------------------------
Thomas E. Dobrowski
/s/ Martin L. Edelman Director February 22, 1999
- ---------------------
Martin L. Edelman
/s/ Gary R. Garrabrant Director February 22, 1999
- ----------------------
Gary R. Garrabrant
/s/ Craig M. Hatkoff Director February 22, 1999
- --------------------
Craig M. Hatkoff
/s/ Sheli Z. Rosenberg Director February 22, 1999
- ----------------------
Sheli Z. Rosenberg
/s/ Steven Roth Director February 22, 1999
- ----------------------
Steven Roth
/s/ Lynne B. Sagalyn Director February 22, 1999
- ----------------------
Lynne B. Sagalyn
</TABLE>
805035.4
-10-
<PAGE>
EXHIBIT INDEX
Exhibits
4.1 Capital Trust, Inc. 1998 Employee Stock Purchase Plan
(filed as Exhibit 10.3 to the Registrant's Current Report on
Form 8-K filed on January 29, 1999 and is incorporated
herein by reference).
4.2 Capital Trust, Inc. 1998 Non-Employee Stock Purchase
Plan (filed as Exhibit 10.4 to the Registrant's Current
Report on Form 8-K filed on January 29, 1999 and is
incorporated herein by reference).
4.3 Capital Trust, Inc. Stock Purchase Loan Plan (filed as
Exhibit 10.5 to the Registrant's Current Report on Form
8-K filed on January 29, 1999 and is incorporated herein by
reference).
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP regarding
the legality of the securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Ernst & Young L.L.P.
23.3 Consent of Ballard Spahr Andrews & Ingersoll, LLP
(contained in Exhibit 5.1).
24.1 Power of Attorney (contained in the signature pages
hereof).
805035.4
EXHIBIT 5.1
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP]
FILE NUMBER
869546
February 22, 1999
Capital Trust, Inc.
605 Third Avenue
26th Floor
New York, New York 10016
Re: Capital Trust, Inc.
Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We have served as Maryland counsel to Capital Trust, Inc., a Maryland
corporation (the "Company"), in connection with certain matters of Maryland law
arising out of the registration of up to 1,500,000 shares (the "Shares") of
Class A Common Stock, par value $.01 per share, of the Company (the "Common
Stock"), covered by the above-referenced Registration Statement filed on or
about the date hereof and all amendments thereto (the "Registration Statement"),
as filed by the Company under the Securities Act of 1933, as amended (the "1933
Act") with respect to the registration of the Shares. The Shares are to be
issued pursuant to the Capital Trust, Inc. 1998 Employee Stock Purchase Plan,
the Capital Trust, Inc. 1998 Non-Employee Stock Purchase Plan, and the Capital
Trust, Inc. 1998 Stock Purchase Loan Plan (together, the "Plans").
810121.1
<PAGE>
Capital Trust, Inc.
February 22, 1999
Page 2
In connection with our representation of the Company, and as a basis
for the opinion hereinafter set forth, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the following
documents (collectively, the "Documents"):
1. The Registration Statement;
2. The charter of the Company (the "Charter"), certified as of a
recent date by the State Department of Assessments and Taxation of Maryland (the
"SDAT");
3. The Amended and Restated Bylaws of the Company, certified as of a
recent date by an officer of the Company;
4. The Plans;
5. Resolutions adopted by the Board of Directors of the Company, or a
duly authorized committee thereof, relating to the approval of the Plans and the
issuance and registration of the Shares, certified as of a recent date by an
officer of the Company (the "Resolutions");
6. A certificate of the SDAT, as of a recent date, as to the good
standing of the Company;
7. A certificate executed by an officer of the Company, dated as of a
recent date (the "Officer's Certificate");
8. The form of certificate representing the Common Stock; and
9. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth in this letter, subject to the
assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed, and so
far as is known to us there are no facts inconsistent with, the following:
1. Each individual executing any of the Documents, whether on behalf
of such individual or any other person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a
party (other than the Company) is duly authorized to do so.
810121.1
<PAGE>
Capital Trust, Inc.
February 22, 1999
Page 3
3. Each of the parties (other than the Company) executing any of the
Documents has duly and validly executed and delivered each of the Documents to
which such party is a signatory, and such party's obligations set forth therein
are legal, valid and binding and are enforceable in accordance with all stated
terms.
4. Any Documents submitted to us as originals are authentic. The form
and content of any Documents submitted to us as unexecuted drafts do not differ
in any respect relevant to this opinion from the form and content of such
Documents as executed and delivered. Any Documents submitted to us as certified
or photostatic copies conform to the original documents. All signatures on all
Documents are genuine. All public records reviewed or relied upon by us or on
our behalf are true and complete. All statements and information contained in
the Documents are true and complete. There has been no oral or written
modification of or amendment to any of the Documents, and there has been no
waiver of any provision of any of the Documents, by action or omission of the
parties or otherwise.
5. All actions taken in connection with the Resolutions were taken at
a duly called meeting at which a quorum was present and acting throughout or by
unanimous written consent of the directors and filed with the minutes of the
proceedings of the Board of Directors.
6. Upon issuance of any of the Shares, the total number of shares of
Common Stock issued and outstanding will not exceed the total number of shares
of Common Stock that the Company is then authorized to issue and the Shares will
not be issued in violation of any restriction or limitation contained in the
Charter.
7. All certificates and affidavits submitted to us are true, correct
and complete, both when made and as of the date hereof.
8. Each option or other interest convertible or exchangeable into a
Share was duly authorized, validly issued, fully paid and non-assessable at the
time of issuance, remains validly issued and outstanding and will be validly
issued, outstanding and exchanged or converted in accordance with its terms at
the time of any conversion or exchange of such option or other interest into a
Share.
The phrase "known to us" is limited to the actual knowledge, without
independent inquiry, of the lawyers at our firm who have performed legal
services in connection with the issuance of this opinion.
810121.1
<PAGE>
Capital Trust, Inc.
February 22, 1999
Page 4
Based upon the foregoing, and subject to the assumptions, limitations
and qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and existing under
and by virtue of the laws of the State of Maryland and is in good standing with
the SDAT.
2. The Shares are duly authorized and, upon issuance in accordance
with the Charter, the Plans and the Resolutions, will be validly issued, fully
paid and nonassessable.
The foregoing opinion is limited to the substantive laws of the State
of Maryland and we do not express any opinion herein concerning any other law.
We express no opinion as to the applicability or effect of any federal or state
securities laws, including the securities laws of the State of Maryland, any
federal or state laws regarding fraudulent transfers, or any real estate
syndication laws of the State of Maryland. To the extent that any matter as to
which our opinion is expressed herein would be governed by any jurisdiction
other than the State of Maryland, we do not express any opinion on such matter.
We assume no obligation to supplement this opinion if any applicable
law changes after the date hereof or if we become aware of any fact that might
change the opinion expressed herein after the date hereof.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required by Section 7 of the
1933 Act.
Very truly yours,
/s/ Ballard Spahr Andrew & Ingersoll, LLP
810121.1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 (No. 333- ), of Capital Trust, Inc. (f/k/a California Real Estate
Investment Trust) of our report, dated February 14, 1997, with respect to the
consolidated balance sheet of Capital Trust and Subsidiaries (f/k/a California
Real Estate Investment Trust) as of December 31, 1996 and the related
consolidated statements of operations, shareholders' equity and cash flows for
the years ended December 31, 1996 and 1995.
/s/ PricewaterhouseCoopers LLP
San Francisco, California
February 18, 1999
810257.1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 (No. 333- ), pertaining to the Capital Trust, Inc. 1998 Employee Stock
Purchase Plan, the Capital Trust, Inc. 1998 Non-Employee Stock Purchase Plan and
the Capital Trust, Inc. Stock Purchase Loan Plan, of our report dated January
23, 1998, with respect to the consolidated balance sheet of Capital Trust and
Subsidiaries (f/k/a California Real Estate Investment Trust) as of December 31,
1997 and the related consolidated statements of operations, shareholders' equity
and cash flows for the year ended December 31, 1997 included in its Annual
Report (Form 10-K) for the year ended December 31, 1997, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
New York, New York
February 22, 1999
810259.1
