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
(Title of Class of Securities)
140920109
(CUSIP Number)
Stanley M. Stevens
Chief Legal Counsel
Equity Office Properties Trust
Two North Riverside Plaza, Suite 2200
Chicago, IL 60606
(312) 466-3300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 28, 1998
(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 12)
Exhibit Index Appears on Page 12
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CUSIP No. 140920109 13D Page 2 of 12
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1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EOP Operating Limited Partnership FEIN: 36-4156801
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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
NUMBER OF 4,273,500 (1)
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 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 EOP Operating Limited Partnership
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
EOP Operating Limited Partnership.
(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>
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 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 EOP Operating Limited
Partnership, a Delaware limited partnership ("EOP"). The managing general
partner of EOP is Equity Office Properties 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 self-administered and self-managed equity real estate
investment trust, principally engaged in the acquisition, development and
management of office properties and parking facilities. All of the Trust's
interests in its wholly-owned properties are held or controlled directly or
indirectly by, and substantially all of its operations relating to these
properties are conducted through, EOP. The business address of each of EOP and
the Trust is Two North Riverside Plaza, Chicago, Illinois 60606.
(d) and (e) Neither EOP nor the Trust, and to the best knowledge of EOP
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, EOP 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 EOP's pre-existing $1.0 billion unsecured revolving credit
facility, which matures on May 29, 2001 (the "$1.0 Billion Credit Facility"). To
obtain the $1.0 Billion Credit Facility, EOP paid a commitment fee of
approximately $2.2 million which will be amortized over the term along with
approximately $1.0 million of unamortized deferred financing costs on EOP's
prior $600 million credit facility which will also be amortized over the term.
The interest rate is based on EOP's investment grade credit rating on its
unsecured debt and is currently LIBOR plus 60 basis points, and the facility fee
is equal to .20% per annum. In addition, the $1.0 Billion Credit Facility
provides for a competitive bid option, whereby the lenders participating in the
$1.0 Billion Credit Facility bid on the interest rate to be charged.
Page 3 of 12
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CUSIP 140920109 SCHEDULE 13D
Item 4. Purpose of the Transaction.
--------------------------
In connection with the purchase by EOP and other Investors (defined
below) of Preferred Securities, the Issuer granted to each Investor certain
co-investment rights under a Co-Investment Agreement between the Issuer and each
Investor (the "Co-Investment Agreement"). Under the Co-Investment Agreement,
subject to certain limitations, if the Issuer determines in its sole discretion
to obtain co-investors for any loan or other investment that the Issuer has or
develops in the future, the Issuer will first offer the co-investment
opportunity to the Investors. EOP will hold the purchased Preferred Securities,
any Debentures (defined below) issued with respect thereof, and any Common
Shares acquired upon the conversion of such Debentures and/or Preferred
Securities, as an investment.
On the Closing Date, the Issuer sponsored the formation of CT Trust, and
filed the Declaration of Trust of CT Trust (the "Declaration") with the
Secretary of State of Delaware. The Issuer subsequently purchased common
securities of the newly-formed entity and, as a result, became the sole common
equity owner of CT Trust.
Pursuant to a Preferred Securities Purchase Agreement (the "Preferred
Securities Agreement") among the Issuer, CT Trust, and each of EOP, Vornado
Realty L.P. and Mellon Bank N.A., as trustee for certain pension trusts of
General Motors Corporation (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 EOP. Concurrently with the sale of the Preferred Securities, CT
Trust used the net proceeds from such sale and the sale of its common
securities, to purchase from the Issuer $154,650,000 of the Issuer's 8.25% Step
Up Convertible Junior Subordinated Debentures (the "Debentures"), issued
pursuant to an Indenture dated as of the Closing Date (the "Indenture") between
the Issuer and Wilmington Trust Company (the "Trustee").
Pursuant to the Declaration, the Preferred Securities are convertible
into Common Shares of the Issuer as follows: At any time prior to the last
business day before the Maturity Date (as defined in the Indenture), 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, EOP may currently convert its
$50 million (in liquidation amount) of Preferred Securities into 4,273,500 of
the Issuer's Common Shares. Because EOP has the right to acquire the 4,273,500
Common Shares within 60 days, EOP 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.
In a press release dated July 29, 1998, issued in connection with the
transactions described above, the Issuer announced that "Steven Roth, Vornado's
Chairman and CEO, and Thomas Dobrowski, Managing Director, Real Estate and
Alternative Investments, [General Motors Investment Management Corp.], have been
nominated to its Board of Trustees. Following their appointment, which is
expected at the next regularly scheduled Board Meeting, the [Issuer's] Board
will be comprised of ten members."
Both the Declaration and the Indenture provide for rights of first
offer in favor of the Issuer relating to the securities governed by each
document. Accordingly, a holder may not sell or encumber any Preferred
Securities or Debentures without first notifying the Issuer of its intention to
transfer such securities, and thereafter may only take such action if the Issuer
fails to irrevocably commit within ten days to purchase such securities on the
terms specified in the holder's notice of intention to sell or encumber. Any
sale of Preferred Securities or Debentures to a third party must be made within
90 days after expiration of the Issuer's right to purchase and for not less than
90% of the price set forth in the
Page 4 of 12
<PAGE>
CUSIP 140920109 SCHEDULE 13D
notice to the Issuer. Notwithstanding the foregoing, the Issuer's right of first
offer does not apply to EOP's sale or transfer of Preferred Securities or
Debentures to affiliates of either EOP or the Trust. The Indenture also
provides, subject to certain exceptions, that upon (a) an Event of Default under
the Indenture, (b) a default by CT Trust with respect to payment or other
obligations under the Preferred Guarantee or Common Guarantee (each discussed
below) or (c) the election by CT Trust to defer payments of interest on
Debentures in accordance with Article XI of the Indenture, the Issuer will be
prohibited from (x) paying dividends or making other distributions on, or
redeeming, purchasing or making liquidation payments with respect to, its
capital stock and (y) paying interest, principal or premium on, or repaying,
repurchasing, or redeeming any of the Issuer's debt securities raking pari passu
with or junior to the Debentures or making any guarantee payments with respect
to any guarantee by the Issuer of the debt securities of any of the Issuer's
subsidiaries if such guarantee ranks pari passu with or junior in interest to
the Debentures. Under the Indenture, the Issuer may redeem the Debentures in
whole or in part (pro rata among the holders) on or after September 30, 2003 at
a price equal to 100% of the Debentures' principal amount plus accrued and
unpaid interest to the redemption date. Proceeds from any redemption must be
used to redeem the Preferred Securities and any common securities of CT Trust.
The Issuer also has the right under certain circumstances to either require
conversion of the Preferred Securities into Debentures or redeem the Preferred
Securities for cash upon any amendment, clarification or change in law which
creates a material risk of (i) the imposition of certain taxes on, or impairment
of the deductibility of, interest paid on the Debentures or (ii) CT Trust being
deemed an investment company.
On the Closing Date, the Issuer, EOP and the other Investors also
entered into a Registration Rights Agreement dated as of the Closing Date (the
"Registration Rights Agreement"). Subject to certain limitations, the
Registration Rights Agreement grants to each Investor three demands for
registration of the Issuer's Common Shares into which their Preferred Securities
are convertible, and the other Investors may participate in each demand
registration. The Investors agreed to a lock-up provision which prohibits them
from selling any registrable Common Shares for a 90-day period beginning 30 days
prior to the filing of an underwritten registration of securities for the
account of the Issuer, provided that the Issuer may not impose this lock-up more
than once each calendar year. In addition, the Investors obtained certain
piggyback rights to sell their registrable Common Shares under specified
registration statement forms in transactions which are not made pursuant to Rule
415 promulgated under the Securities Act of 1933, as amended. The Issuer agreed
to grant no further registration rights which could delay or limit registration
of the Investor's registrable Common Shares, without the prior written consent
of the affected Investors.
In connection with the issuance of the Preferred Securities, the Issuer
entered into a Preferred Securities Guarantee Agreement with Wilmington Trust
Company on the Closing Date (the "Preferred Guarantee") for the benefit of the
holders of such Preferred Securities. Under the Preferred Guarantee, the Issuer
guarantees payment, to the extent not paid by CT Trust and to the extent that CT
Trust has funds available therefor, of (a) accrued and unpaid distributions in
respect of the Preferred Shares, (b) the redemption price, accrued and unpaid
distributions to the date of redemption with respect to Preferred Securities
called for redemption pursuant to the Declaration and (c) upon dissolution,
winding-up or termination of CT Trust (other than in connection with a
redemption of all Preferred Securities pursuant to the Declaration). The
Preferred Guarantee also provides, subject to certain exceptions, that if (a)
the Issuer is deferring Debenture interest payments, (b) the Issuer is in
default with respect to payment or other obligations under the Preferred
Guarantee or (c) an Event of Default under the Declaration is continuing, the
Issuer is prohibited from (x) paying dividends or making other distributions on,
or redeeming, purchasing or making liquidation payments with respect to, its
capital stock and (y) paying interest, principal or premium on, or repaying,
repurchasing or redeeming any debt securities of the
Page 5 of 12
<PAGE>
CUSIP 140920109 SCHEDULE 13D
Issuer raking pari passu with or junior to the Debentures or making any payments
with respect to any guarantee by the Issuer of the debt securities of any
subsidiary of the Issuer if such guarantee ranks pari passu with or junior in
interest to the Debentures.
Similarly, the Issuer executed a Common Securities Guarantee Agreement
on the Closing Date (the "Common Guarantee") for the benefit of the holder of
common securities of CT Trust. The terms of the Common Guarantee are
substantially the same as the Preferred Guarantee except that (a) the
beneficiary is the holder of CT Trust's common securities, and (b) payments
under the Common Guarantee are subordinated to the rights of the beneficiaries
of the Preferred Guarantee.
The Preferred Securities Purchase Agreement, Declaration, Indenture,
Registration Rights Agreement and Preferred Guarantee (collectively, the
"Incorporated Documents") are exhibits hereto and are incorporated herein by
reference. The summaries contained in this Statement of certain provisions of
each of the Incorporated Documents are not intended to be complete and are
qualified in their entirety by reference to each respective document
incorporated herein by reference.
EOP intends to continue to review its investment in the Preferred
Securities and, from time to time depending upon certain factors, including
without limitation the financial performance of the Issuer, the availability and
price of the Issuer's Common Shares and other general market and investment
conditions, 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, subject to the
right of first offer contained in the Declaration with respect to the Preferred
Securities.
Except as disclosed herein, neither EOP nor the Trust, and to the best
knowledge of EOP 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)
of Item 4 of Schedule 13D, as promulgated by the Securities and Exchange
Commission.
Item 5. Interest In Securities Of The Issuer.
------------------------------------
(a) and (b) To the best knowledge of EOP, there are 18,229,650 Common
Shares outstanding.1 As of the date hereof, the 50,000 Preferred Securities of
CT Trust are convertible into 4,273,500 Common Shares, which represent
approximately 19.0% of the Issuer' s Common Shares issued and outstanding.2 Upon
conversion of the Preferred Securities as described above, EOP will have the
sole power to vote or to direct the vote of the Common Shares acquired by it.
Except for the beneficial ownership of Messrs. Zell, Callahan and
Kincaid disclosed below, neither EOP nor the Trust, and to the best knowledge of
EOP and the Trust none of the persons listed in Appendix A hereto, owns any
Common Shares.
Sam Zell shares the indirect power to vote or dispose of (i) 6,959,593
Common Shares and (ii) 12,267,658 9.5% Class A Cumulative Convertible Preferred
Shares of Beneficial Interest, $1.00 par value per share, of the Issuer,
convertible into 12,267,658 Common Shares. Mr. Zell's indirect beneficial
ownership of these securities was originally reported on a Schedule 13D, dated
July 15, 1997 and filed with the Securities and Exchange Commission on July 25,
1997, as amended by Amendments
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1 As reported by the Issuer on its quarterly report on Form 10-Q for the
quarter ended March 31, 1998.
2 This calculation includes in the number of outstanding shares the
additional 4,272,500 Common Shares which will be issued to EOP upon its
conversion of the Preferred Securities of CT Trust.
Page 6 of 12
<PAGE>
CUSIP 140920109 SCHEDULE 13D
dated December 10, 1997 and June 17, 1998. In addition to such indirect
beneficial ownership, Mr. Zell is one of eight Trustees of the Issuer. Timothy
H. Callahan and Richard D. Kincaid beneficially own 181,818 and 1,000 Common
Shares, respectively.
(c) During the last 60 days, the only transaction in the Common Shares
effected by EOP, the Trust, or to the best knowledge of EOP and the Trust by any
of the persons listed in Appendix A hereto, was the transaction which occurred
on the Closing Date, as described herein.
(d) No person other than EOP has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of the
shares of Common Stock beneficially owned by EOP.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings Or
Relationships With Respect to Securities of the Issuer.
------------------------------------------------------
Except for the matters described herein, EOP and the Trust, and to the
best knowledge of EOP 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. Sheli Z. Rosenberg is a
Trustee of the Issuer.
Item 7. Material To Be Filed As Exhibits
--------------------------------
Exhibit 1 - Preferred Securities Agreement*
Exhibit 2 - Declaration*
Exhibit 3 - Indenture*
Exhibit 4 - Registration Rights Agreement*
Exhibit 5 - Preferred Guarantee*
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* Filed as an exhibit to the Report on Form 8-K of Capital Trust dated July 28,
1998, and incorporated herein by reference.
Page 7 of 12
<PAGE>
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, EOP. 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 Two North Riverside Plaza, Chicago, Illinois 60606.
Trustees and Executive Officers
Samuel Zell is the Chairman of the Board of the Trust. Mr. Zell's
present principal occupation is Chairman of the Board of Directors of Equity
Group Investments, Inc. ("EGI"), an owner, manager and financier of real estate
and corporations.
Timothy H. Callahan is a Trustee, Chief Executive Officer and President
of the Trust.
Michael A. Steele is Chief Operating Officer and Executive Vice
President--Real Estate Operations of the Trust.
Richard D. Kincaid is Executive Vice President and Chief Financial
Officer of Trust.
Stanley M. Stevens is Executive Vice President, Chief Legal Counsel and
Secretary of the Trust.
Jeffrey L. Johnson is Chief Investment Officer and Senior Vice
President--Investments of the Trust.
Sheli Z. Rosenberg is a Trustee of the Trust. Ms. Rosenberg is Chief
Executive Officer and President of EGI.
Thomas E. Dobrowski is a Trustee of the Trust. Mr. Dobrowski is the
managing director of real estate and alternative investments of General Motors
Investment Management Corporation, an investment advisor to several pension
funds of General Motors Corporation and its subsidiaries and to several other
clients also controlled by GM. Mr. Dobrowski's principal business address is c/o
General Motors Investment Management Corporation, 767 Fifth Avenue, New York,
New York 10153.
James D. Harper, Jr. is a Trustee of the Trust. Mr. Harper is president
of JDH Realty Co., a real estate development and investment company and a
co-managing partner in AH Development, S. E. and AH HA Investments, S. E.,
special limited partnerships formed to develop over 400 acres of land in Puerto
Rico. Mr. Harper's principal business address is c/o J.D.H. Realty Co., 3250
Mary Street, Suite 206, Coconut Grove, Florida 33133.
Jerry M. Reinsdorf is a Trustee of the Trust. Mr. Reinsdorf is the
Chairman of the c/o Chicago White Sox baseball team, the Chairman of the Chicago
Bulls basketball team, and a partner of Bojer Financial Ltd., a real estate
investment company. Mr. Reinsdorf's principal business address is Chicago White
Sox, 333 W. 35th Street, Chicago, Illinois 60616.
Page 8 of 12
<PAGE>
William M. Goodyear is a Trustee of the Trust. Mr. Goodyear is Chairman
of Bank of America, Illinois, the Midwest business development unit of
BankAmerica Corporation, a commercial bank. Mr. Goodyear's principal business
address is c/o Bank of America, Illinois, 231 S. LaSalle Street, Chicago,
Illinois 60697.
David K. McKown is a Trustee of the Trust. Mr. McKown is Group
Executive of the Diversified Finance and Real Estate Lending Unit of BankBoston,
N. A., a commercial bank. Mr. McKown's principal business address is c/o
BankBoston, N.A., 100 Federal Street, Boston, Massachusetts 02110.
H. Jon Runstad is a Trustee of the Trust. Mr. Runstad is President and
Chief Executive Officer of Wright Runstad & Company, a Seattle, Washington based
owner, manager and developer of office buildings in the western United States.
Mr. Runstad's principal business address is c/o Wright Runstad & Company, 1191
Second Avenue, Suite 2000, Seattle, Washington 98101-2933.
Edwin N. Sidman is a Trustee of the Trust. Mr. Sidman is President of
The Beacon Companies, a private company involved in real estate investment,
development and management. Mr. Sidman's principal business address is c/o The
Beacon Companies, Two Oliver Street, Boston, Massachusetts 02109.
D.J.A. (Andre) de Bock is a Trustee of the Trust. Mr. de Bock is an
independent business consultant. Mr. de Bock's principal business address is c/o
ABP Investments, Oude Lindestraat 70, 6411 EJ Heerlen, The Netherlands. Mr. de
Bock is a citizen of The Netherlands.
PRINCIPAL SHAREHOLDERS OF THE TRUST
The following table sets forth information as of December 31, 1997
(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 outstanding common
shares of beneficial interest ("Trust Common Shares") as of such date.
<TABLE>
<CAPTION>
Number of Trust
Common Shares Percentage of
Beneficially all Trust
Name and Address of Beneficial Owner Owned (1) Common Shares (1)
------------------------------------ ----------------- -----------------
<S> <C> <C>
FMR Corp. (2).................................................................. 14,091,933 5.64%
82 Devonshire Street
Boston, MA 02109
State Street Bank & Trust Co., as trustee (3).................................. 14,480,472 5.79%
Master Trust Dept.
Solomon Willard Bldg., W5C
One Enterprise Drive
North Quincy, MA 02171
</TABLE>
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(1) The number of Trust Common Shares beneficially owned is reported on the
basis of regulations of the SEC governing the determination of
beneficial ownership of securities.
(2) Pursuant to a Schedule 13G filed with the SEC, as of December 31, 1997,
FMR Corp. ("FMR"), may have direct or indirect voting and/or investment
discretion over these Trust Common Shares which are held for the
benefit of its clients by its separate accounts, externally managed
accounts, registered investment companies,
Page 9 of 12
<PAGE>
subsidiaries and/or other affiliates. FMR is reporting the combined
holdings of the entities for the purpose of administrative convenience.
(3) Pursuant to a Schedule 13G filed with the SEC, as of December 31, 1997,
State Street Bank & Trust Co. ("State Street"), may have direct or
indirect voting and/or investment discretion over these Trust Common
Shares which are held for the benefit of its clients by its separate
accounts, externally managed accounts, registered investment companies,
subsidiaries and/or other affiliates. State Street is reporting the
combined holdings of the entities for the purpose of administrative
convenience.
Page 10 of 12
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certify that the information set forth in the
statement is true, complete and correct.
DATED: August 6, 1998
EOP OPERATING LIMITED PARTNERSHIP
By: Equity Office Properties Trust, its
managing general partner
By: /s/ Richard D. Kincaid
-------------------------------------
Name: Richard D. Kincaid
Title: Executive Vice President and
Chief Financial Officer
Page 11 of 12
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
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<S> <C>
1 Preferred Securities Purchase Agreement dated as of July 27, 1998*
2 Declaration of Trust of CT Convertible Trust I, dated as of July 28, 1998*
3 Indenture relating to the 8.25% Step Up Convertible
Junior Subordinated Debentures of Capital Trust,
dated as of July 28, 1998*
4 Registration Rights Agreement, dated as of July 28, 1998*
5 Preferred Securities Guarantee Agreement, dated as of July 28, 1998*
</TABLE>
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* Filed as an exhibit to the Report on Form 8-K of Capital Trust dated July 28,
1998, and incorporated herein by reference.
Page 12 of 12
