<PAGE>
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
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CAPITAL TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
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.)
</TABLE>
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)
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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
<TABLE>
<S> <C>
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
</TABLE>
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
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<TABLE>
<CAPTION>
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
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<S> <C> <C> <C> <C>
Class A Common Shares of
Beneficial Interest
$1.00 par value........ 1,150,000 $11.00 $12,650,000 $3,731.75
</TABLE>
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(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.
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<PAGE>
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
<PAGE>
EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
**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.
</TABLE>
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**Filed herewith.
II-1
<PAGE>
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* 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
</TABLE>
II-2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
------- ----------- ----
<C> <S> <C>
**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.
</TABLE>
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**Filed herewith.
II-3
<PAGE>
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:
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
