<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Capital Trust
----------------------
(Name of Issuer)
Class A Common Shares of Beneficial Interest, Par Value $1.00 Per Share
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(Title of Class of Securities)
140920109
----------------------
(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)
July 28, 1998
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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 which is the subject of this Schedule 13D,
and is filing this Schedule because of Rule 13d-1
(b)(3) or (4), check the following box [__]
(Page 1 of 11)
Exhibit Index Appears on Page 11
<PAGE> 2
CUSIP No. 140920109 13D
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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
BK
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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
4,273,500 (1)
NUMBER OF ---------------------------------------------------
SHARES
BENEFICIALLY OWNED 8. SHARED VOTING POWER
BY EACH REPORTING 0
PERSON ---------------------------------------------------
9. SOLE DISPOSITIVE POWER
4,273,500 (1)
---------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,273,500 (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)
19.0% (1)(2)(3)
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14. TYPE OF REPORTING PERSON
OO
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(1) Consists of 4,273,500 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 4,273,500 shares upon conversion by
Vornado Realty L.P.
(3) Based upon 18,229,650 shares outstanding, as reported in the Issuer's Form
10-Q for the quarter ended March 31, 1998.
<PAGE> 3
CUSIP 140920109 SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the Class A Common Shares of Beneficial
Interest, par value $1.00 per share (the "Common Shares"), of Capital Trust, a
California statutory business trust (the "Issuer"), which has its principal
executive offices at 605 Third Avenue, 26th Floor, New York, NY 10016.
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 (the "Closing Date"), 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 "Preferred Securities") of CT Convertible Trust I, a Delaware
statutory business trust whose common securities are owned solely by the Issuer
("CT Trust"). The Preferred Securities are convertible into the Issuer's Common
Shares as described in Item 4 below.
The aggregate amount of funds used in acquiring the Preferred
Securities was $48,500,000. All funds used in acquiring the Preferred Securities
were obtained from VRLP's line of credit.
ITEM 4. PURPOSE OF THE TRANSACTION.
Pursuant to a Preferred Securities Purchase Agreement (the "Preferred
Securities Agreement") among the Issuer, CT Trust, and each of VRLP, EOP
Operating Limited Partnership and Mellon Bank N.A., as trustee for certain
pension trusts of General Motors (collectively, the "Investors"), CT Trust sold
an aggregate of $150 million (in liquidation amount) of its Preferred Securities
to the Investors, including $50 million (in liquidation amount) of Preferred
Securities to VRLP. Immediately following the sale of the Preferred Securities,
CT Trust transferred the net proceeds from such sale, and the sale of its common
Page 3 of 11
<PAGE> 4
CUSIP 140920109 SCHEDULE 13D
securities, to the Issuer in exchange for $154,650,000 of the Issuer's 8.25%
Step Up Convertible Junior Subordinated Debentures (the "Debentures").
The Preferred Securities are convertible into Common Shares of the
Issuer as follows: the Preferred Securities may be converted into Debentures on
the basis of one Preferred Security for each $1,000 principal amount of
Debentures, and the Debentures are immediately convertible into Common Shares at
an initial rate of 85.47 Common Shares per $1,000 principal amount of
Debentures, subject to adjustment to prevent dilution. In this manner, VRLP may
currently convert its $50 million (in liquidation amount) of Preferred
Securities into 4,273,500 of the Issuer's Common Shares. Because VRLP has the
right to acquire the 4,273,500 Common Shares within 60 days, VRLP is deemed to
be the beneficial owner of those Common Shares pursuant to Rule 13d-3(d)(i),
promulgated under the Securities Exchange Act of 1934, as amended.
VRLP plans to hold the purchased Preferred Securities, any Debentures
issued with respect thereto, and any Common Shares acquired upon the conversion
of such Debentures and Preferred Securities, as an investment. VRLP intends to
continue to review its investment in the Preferred Securities and, from time to
time depending upon certain factors, may determine to acquire through conversion
of the Preferred Securities, open market purchases or otherwise, Common Shares
of the Issuer, or may determine to sell the Preferred Securities or Common
Shares.
In connection with the purchase by VRLP and other Investors of
Preferred Securities, the Issuer 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 investments that the Issuer has or develops
in the future. 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 Common Shares.
(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, is expected to serve on the Board of Trustees of the Issuer;
however, the Preferred Securities do not afford the holders thereof any voting
rights in respect of the election of the Board of Trustees of the Issuer and
VRLP does not have any contractual right to have Mr. Roth elected to the Board
of Trustees of the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) To the best knowledge of VRLP, there are 18,229,650
Common Shares outstanding (as reported by the Issuer on its quarterly report on
Form 10-Q for the quarter ended March 31, 1998). As of the date hereof, the
50,000 Preferred Securities held by VRLP are convertible into 4,273,500 Common
Shares, which represent approximately 19.0% of the Common Shares issued and
outstanding (this calculation includes in the number of outstanding shares the
additional 4,273,500 Common Shares which will be issued to VRLP upon its
conversion of the Preferred Securities). Upon conversion of the Preferred
Securities as described above, VRLP will have the sole power to vote or to
direct the vote of the Common Shares acquired by it.
Neither VRLP 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 Shares.
Page 4 of 11
<PAGE> 5
CUSIP 140920109 SCHEDULE 13D
(c) During the last 60 days, the only transaction in the Common
Shares 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 on July 28, 1998, 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 Shares beneficially owned by VRLP.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
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
<TABLE>
<CAPTION>
<S> <C>
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 Exhibit 4.2 of Capital Trust's Current Report on Form 8-K (File
No. 001-08063), dated July 28, 1998 and filed with the Securities and Exchange
Commission on August 6, 1998).
Exhibit 2 - Declaration of Trust, dated and effective as of July 28, 1998, by the Regular
Trustees (as defined therein), Wilmington Trust Company, as Institutional
Trustee and as Delaware Trustee, Capital Trust, 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 Exhibit 4.3 of Capital
Trust's Current Report on Form 8-K (File No. 001-08063), dated July 28, 1998
and filed with the Securities and Exchange Commission on August 6, 1998).
Exhibit 3 - Indenture, dated as of July 28, 1998, between Capital Trust and Wilmington
Trust Company, as trustee (incorporated by reference to Exhibit 4.4 of Capital
Trust's Current Report on Form 8-K (File No. 001-08063), dated July 28, 1998
and filed with the Securities and Exchange Commission on August 6, 1998).
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 Exhibit 10.2 of Capital Trust's
</TABLE>
Page 5 of 11
<PAGE> 6
<TABLE>
<CAPTION>
<S> <C>
Current Report on Form 8-K (File No. 001-08063), dated July 28, 1998 and filed
with the Securities and Exchange Commission on August 6, 1998).
Exhibit 5 - Preferred Securities Guarantee Agreement, dated as of July 28, 1998, by Capital
Trust and Wilmington Trust Company, as Preferred Guarantee Trustee
(incorporated by reference to Exhibit 4.5 of Capital Trust's Current Report on
Form 8-K (File No. 001-08063), dated July 28, 1998 and filed with the
Securities and Exchange Commission on August 6, 1998).
Exhibit 6 - Co-Investment Agreement, dated as of July 28, 1998, among Capital Trust,
Vornado Realty L.P., EOP Operating Limited Partnership, and General Motors
Investment Management Corporation, as agent for and for the benefit of the
Pension Plans (incorporated by reference to Exhibit 10.1 of Capital Trust's
Current Report on Form 8-K (File No. 001-08063), dated July 28, 1998 and filed
with the Securities and Exchange Commission on August 6, 1998).
</TABLE>
Page 6 of 11
<PAGE> 7
APPENDIX A
SCHEDULE 13D
CUSIP NUMBER 140920109
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").
Bernard H. Mendik is a Co-Chairman of the Board and Chief Executive
Officer of the Mendik Division of the Trust.
Michael D. Fascitelli is a Trustee and President of the Trust.
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 President of the Mendik Division of the Trust.
Joseph Macnow is Executive Vice President - Finance and
Administration of the Trust.
Richard Rowan is Vice President - Real Estate of the Trust.
Irwin Goldberg is Vice President - Chief Financial Officer of the
Trust.
PRINCIPAL SHAREHOLDERS OF THE TRUST
The following table sets forth information as of April 15, 1998
(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 ("Shares") and units of limited partnership interest
("Units") of VRLP as of such date.
Page 7 of 11
<PAGE> 8
<TABLE>
<CAPTION>
Number of
Shares Percent
and Units Percent of of All
Beneficially All Shares and
Name and Address of Beneficial Owner Owned Shares (1)(2) Units (1)(3)
- ------------------------------------ ----- ------------- ------------
<S> <C> <C> <C>
Steven Roth (4)(5)(6)...................................... 14,525,900 17.7% 15.8%
c/o Vornado Realty Trust
Park 80 West, Plaza II
Saddle Brook, New Jersey 07663
Russell B. Wight, Jr. (4)(5)(7)............................ 13,492,800 16.4% 14.7%
c/o Vornado Realty Trust
Park 80 West, Plaza II
Saddle Brook, New Jersey 07663
David Mandelbaum (4)(5).................................... 13,261,998 16.1% 14.4%
c/o Vornado Realty Trust
Park 80 West, Plaza II
Saddle Brook, New Jersey 07663
Interstate Properties (4)(5)............................... 12,943,000 15.7% 14.1%
c/o Vornado Realty Trust
Park 80 West, Plaza II
Saddle Brook, New Jersey 07663
Cohen & Steers Capital
Management, Inc. (4)(8).............................. 7,042,900 8.6% 7.7%
757 Third Avenue
New York, New York 10017
FMR Corp. (4)(9)........................................... 4,699,824 5.7% 5.1%
82 Devonshire Street
Boston, Massachusetts 02109
</TABLE>
Page 8 of 11
<PAGE> 9
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(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
Share of the Trust for each Unit redeemed or, at the option of the Trust,
one 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 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 a Registration Statement
with the Securities and Exchange Commission to register certain of the
Shares issuable upon the exercise of the Unit Redemption Right.
(2) Assumes that all Units held by the beneficial owner are redeemed for
Shares. The total number of Shares outstanding used in calculating this
percentage assumes that all Shares that each person has the right to
acquire within 60 days pursuant to the exercise of options or upon the
exchange of Units for 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 Shares.
(4) The number of 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 Shares. These Shares are
included in the total Shares and the percentage of class for Interstate.
Messrs. Roth, Wight and Mandelbaum share voting power and investment power
with respect to these Shares.
(6) Includes 34,400 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 Shares owned by Mr. Roth's wife, as to which Mr. Roth
disclaims any beneficial interest.
(7) Includes 64,800 Shares owned by the Wight Foundation, over which Mr. Wight
holds sole voting power and investment power.
(8) Based on Schedule 13G dated February 11, 1998, Cohen & Steers Capital
Management, Inc. has the sole power to vote or to direct the vote of
6,133,900 Shares and has the sole power to dispose or to direct the
disposition of 7,042,900 Shares.
(9) Based on Schedule 13G dated February 14, 1998, FMR Corp. has the sole
power to vote or to direct the vote of 58,694 Shares and has the sole
power to dispose or to direct the disposition of 4,641,130 Shares.
Page 9 of 11
<PAGE> 10
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: August 7, 1998
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 10 of 11
<PAGE> 11
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
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 Exhibit 4.2
of Capital Trust's Current Report on Form 8-K (File
No. 001-08063), dated July 28, 1998 and filed with
the Securities and Exchange Commission on August 6,
1998).
2 Declaration of Trust, dated and effective as of July
28, 1998, by the Regular Trustees (as defined
therein), Wilmington Trust Company, as Institutional
Trustee and as Delaware Trustee, Capital Trust, 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 Exhibit 4.3 of Capital Trust's Current Report on
Form 8-K (File No. 001-08063), dated July 28, 1998
and filed with the Securities and Exchange Commission
on August 6, 1998).
3 Indenture, dated as of July 28, 1998, between Capital
Trust and Wilmington Trust Company, as trustee
(incorporated by reference to Exhibit 4.4 of Capital
Trust's Current Report on Form 8-K (File No.
001-08063), dated July 28, 1998 and filed with the
Securities and Exchange Commission on August 6,
1998).
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 Exhibit 10.2 of Capital
Trust's Current Report on Form 8-K (File No.
001-08063), dated July 28, 1998 and filed with the
Securities and Exchange Commission on August 6,
1998).
5 Preferred Securities Guarantee Agreement, dated as of
July 28, 1998, by Capital Trust and Wilmington Trust
Company, as Preferred Guarantee Trustee (incorporated
by reference to Exhibit 4.5 of Capital Trust's
Current Report on Form 8-K (File No. 001-08063),
dated July 28, 1998 and filed with the Securities and
Exchange Commission on August 6, 1998).
6 Co-Investment Agreement, dated as of July 28, 1998,
among Capital Trust, Vornado Realty L.P., EOP
Operating Limited Partnership, and General Motors
Investment Management Corporation, as agent for and
for the benefit of the Pension Plans (incorporated by
reference to Exhibit 10.1 of Capital Trust's Current
Report on Form 8-K (File No. 001-08063), dated July
28, 1998 and filed with the Securities and Exchange
Commission on August 6, 1998).
</TABLE>
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