As filed with the Securities and Exchange Commission on October 22, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) June 16, 1998
CAPITAL TRUST
(Exact name of registrant as specified in its charter)
California 1-8063 94-6181186
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
605 Third Avenue, 26th Floor
New York, New York 10016
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(Address of principal executive offices) (Zip Code)
(212) 655-0220
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
761876.4
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ITEM 2. Acquisition or Disposition of Assets
Item 2 is hereby amended and restated as follows:
On June 16, 1998, the Registrant originated and funded a $50 million,
eleven-year loan (the "Loan") to the affiliated entities that own the commercial
office buildings located at 805 Third Avenue and 3 East 54th Street in New York,
New York (collectively, the "Properties"). The Properties, which contain
approximately 875,000 square feet, are approximately 92% occupied. The Loan is
secured by a pledge of the ownership interests in the entities that own the
Properties and by a second mortgage.
The Registrant has agreed, upon the achievement of certain events,
including the securitization of the first mortgage encumbering the Properties,
to replace the Loan and with a like amount of secured mezzanine debt and a
preferred equity investment in the entity that owns each of the Properties
(after such modification, the "Modified Loan"). In any such modification, the
amount of the Registrant's investment in the Modified Loan will equal the amount
of the original Loan. The terms and conditions of the Modified Loan will mirror
the terms and conditions of the original Loan, except that the Registrant will
have the opportunity to earn a prescribed sightly increased interest rate.
The Loan, which matures on July 11, 2009, bears interest at a positive
fixed rate of interest for the first ten years and bears interest at a specified
positive rate over LIBOR for its last year. Prepayment is not permitted during
the first five years of the Loan; however, prepayment is permitted during the
period of the sixty-first (61st) month through the one hundred- fourteenth
(114th) month of the Loan with reimbursement for Swap (defined below) unwind
costs, and without premium or penalty for the remainder of the term.
The Loan was funded with existing cash and funds borrowed under one of the
Registrant's credit facilities. Simultaneous with the origination of the Loan,
the Registrant entered into an interest rate swap agreement (the "Swap") with a
commercial bank pursuant to which it will receive interest at LIBOR on the
notional amount of the Swap in exchange for fixed interest payments for the
first ten years of the term of the Loan.
761876.5
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CAPITAL TRUST
(Registrant)
Date: October 22, 1998 By: /s/ Edward L. Shugrue III
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Name: Edward L. Shugrue III
Title: Chief Financial Officer
761876.5
