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SCHEDULE 13D
(RULE 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Capital Trust, Inc.
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(Name of Issuer)
Class A Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
14052H100
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(CUSIP Number)
Stanley M. Stevens
Chief Legal Counsel
Equity Office Properties Trust
Two North Riverside Plaza, Suite 2100
Chicago, IL 60606
(312) 466-3300
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 15, 2000
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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(e), 13d-1(f) or 13d-1(g), check the
following box / /.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP NO. 14052H100 13D PAGE 2 OF 10 PAGES
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
EOP Operating Limited Partnership FEIN: 36-4156801
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
BK
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 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
4,273,424 (1)
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
4,273,424 (1)
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,273,424 (1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9% (1) (2) (3)
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14 TYPE OF REPORTING PERSON (See Instructions)
00
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(1) Consists of 4,273,424 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.
(2) Assuming issuance of an additional 4,273,424 shares upon conversion by EOP
Operating Limited Partnership.
(3) Based upon 21,058,228 shares outstanding, as reported in the Issuer's Form
10-Q for the quarter ended March 31, 2000.
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ONLY THOSE ITEMS AMENDED ARE REPORTED HEREIN
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the Class A Common Stock, par value $.01 per
share (the "Common Stock"), of Capital Trust, Inc., a Maryland corporation (the
"Issuer"), which has its principal executive offices at 605 Third Avenue, 26th
Floor, New York, NY 10016. The Issuer is the successor to Capital Trust, a
California statutory business trust (the "Predecessor").
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On July 28, 1998, 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 "Original Preferred Securities") of CT Convertible Trust I, a Delaware
statutory business trust whose common securities were then owned solely by the
Predecessor ("CT Trust"). The Original Preferred Securities were convertible
into the Predecessor's common shares of beneficial interest. On January 28,
1999, the Predecessor merged with and into the Issuer and the Issuer was the
survivor. Thereafter, the Original Preferred Securities were convertible into
shares of Common Stock and the Issuer became the sole owner of the common
securities of CT Trust.
The aggregate amount of funds used in acquiring the Original 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.
On May 15, 2000 EOP executed a Modification Agreement, dated as of May
10, 2000 (the "Modification Agreement"), among CT Trust, the Issuer, Vornado
Realty L.P., EOP and Mellon Bank N.A., as trustee for certain pension trusts of
General Motors (collectively, the "Investors"), which required EOP and the
Investors to exchange the Original Preferred Securities for new Preferred
Securities of the Trust. Accordingly, EOP exchanged its 50,000 Original
Preferred Securities for 50,000 Variable Rate Step Up Convertible Trust
Preferred Securities (Liquidation Amount $1,000 Per Security) (the "New
Preferred Securities").
Page 3 of 10 Pages
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ITEM 4. PURPOSE OF TRANSACTION.
Pursuant to the Preferred Securities Purchase Agreement among the
Predecessor, CT Trust, EOP and each of the Investors, CT Trust sold an aggregate
of $150 million (in liquidation amount) of its Original Preferred Securities to
the Investors, including $50 million (in liquidation amount) of Original
Preferred Securities to EOP. Immediately following the sale of the Original
Preferred Securities, CT Trust transferred the net proceeds from such sale, and
the sale of its common securities, to the Predecessor in exchange for
$154,650,000 of the Predecessor's 8.25% Step Up Convertible Junior Subordinated
Debentures (the "Original Debentures"). Pursuant to the merger of the Issuer and
the Predecessor, the Issuer assumed the Predecessor's obligations under the
Original Debentures. Pursuant to the transactions contemplated by the
Modification Agreement, the Original Debentures were exchanged for new
debentures (the "New Debentures") of which a portion is convertible into Common
Stock of the Issuer.
In accordance with the terms of the Modification Agreement, each $1,000
liquidation amount of Original Preferred Securities was exchanged for $1,000
liquidation amount of New Preferred Securities, of which $598.28 in liquidation
amount may be converted into a like principal amount of the Issuer's Variable
Rate Step Up Convertible Debentures (the "Convertible Debentures") and $401.72
in liquidation amount may be converted into a like principal amount of the
Issuer's Variable Rate Step Up Non-Convertible Debentures (the "Non-Convertible
Debentures"). Accordingly, following the consummation of the transactions
contemplated by the Modification Agreement, EOP holds 50,000 New Preferred
Securities, of which $29,914,000 of liquidation amount (the "Convertible
Amount") may be converted into a like amount of the Issuer's Convertible
Debentures and $20,086,000 may be converted into a like amount of the Issuer's
Non-Convertible Debentures.
The Convertible Amount of the New Preferred Securities is convertible
into Common Stock of the Issuer as follows: each $1,000 Convertible Amount of
New Preferred Securities may be converted into $1,000 principal amount of
Convertible Debentures, and the Convertible Debentures are immediately
convertible into Common Stock at an initial rate of 142.857 shares per $1,000
principal amount of Convertible Debentures, subject to adjustment to prevent
dilution. In this manner, EOP may currently convert its $29.914 million (in
liquidation amount) of New Preferred Securities into 4,723,424 shares of the
Issuer's Common Stock. Because EOP has the right to acquire the 4,273,424 shares
of Common Stock within 60 days, EOP is deemed to be the beneficial owner of
those shares of Common Stock pursuant to Rule 13d-3(d)(i), promulgated under the
Securities Exchange Act of 1934, as amended.
EOP plans to hold the New Preferred Securities, any Debentures issued
with respect thereto, and any Common Stock acquired upon the conversion of
Convertible Debentures and Convertible Amount of New Preferred Securities, as an
investment. EOP intends to continue to review its investment in the New
Preferred Securities and, from time to time depending upon certain factors, may
determine to acquire through conversion of the New Preferred Securities, open
market purchases or
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otherwise, Common Stock of the Issuer, or may determine to sell the New
Preferred Securities or Common Stock.
In connection with the purchase by EOP and the other Investors of
Original Preferred Securities, the Issuer, as successor to the Predecessor,
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. Pursuant to the
Modification Agreement, the Co-Investment Agreement terminated. 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 the
Common Stock.
(a) - (c); (e) - (j) 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), but excluding (d) as discussed below, of Item 4 of
Schedule 13D, as promulgated by the Securities and Exchange Commission
(d) Samuel Zell, Chairman of the Board and a trustee of EOP, serves as
the Chairman of the Board of the Issuer. Sheli Rosenberg and Thomas Dobrowski,
each of whom is a trustee of EOP, serve on the Board of Directors of the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) To the best knowledge of EOP, there are 21,058,228 shares of
Common Stock outstanding (as reported by the Issuer on its quarterly report on
Form 10-Q for the quarter ended March 31, 2000). As of the date hereof, the
50,000 New Preferred Securities held by EOP are convertible into 4,273,424
shares of Common Stock, which represent approximately 16.9% of the Common Stock
issued and outstanding (this calculation includes in the number of outstanding
shares the additional 4,273,424 shares of Common Stock which will be issued to
EOP upon its conversion of the Convertible Amount of the New Preferred
Securities). Upon conversion of the Convertible Amount of the New Preferred
Securities as described above, EOP will have the sole power to vote or to direct
the vote of the shares of Common Stock acquired by it.
To the best knowledge of EOP and the Trust, none of the persons listed
in Appendix A hereto, beneficially owns any Common Stock, except that Timothy H.
Callahan, a Trustee and the President and Chief Executive Officer of the Trust,
beneficially owns 20,000 shares of Common Stock, Richard D. Kincaid, Executive
Vice President and Chief Financial Officer of the Trust owns 1,000 shares of
Common Stock, and David A. Helfand, Executive Vice President -- New Business
Development of the Trust owns 10,000 shares of Common Stock.
(c) During the last 60 days, the only transaction in the Common Stock
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 May 15, 2000, as described herein.
Page 5 of 10 Pages
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(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
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.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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
Capital Trust's Current Report on Form 8-K, dated July 28,
1998 and filed with the Securities and Exchange Commission
on August 6, 1998).
Exhibit 2 - Amended and Restated Declaration of Trust, dated and
effective as of May 10, 2000, by the Regular Trustees (as
defined therein), Wilmington Trust Company, as
Institutional Trustee and as Delaware Trustee, Capital
Trust, Inc., as sponsor, and the holders, from time to
time, of undivided beneficial interests in the Trust to be
issued pursuant thereto (incorporated by reference to
Capital Trust, Inc.'s Current Report on Form 8-K, dated
May 18, 2000 and filed with the Securities and Exchange
Commission on May 18, 2000).
Exhibit 3 - Amended and Restated Indenture, dated as of May 10, 2000,
between Capital Trust, Inc. and Wilmington Trust Company,
as trustee (incorporated by reference to Capital Trust
Inc.'s Current Report on Form 8-K, dated May 18, 2000 and
filed with the Securities and Exchange Commission on May
18, 2000).
Exhibit 4 - Registration Rights Agreement dated as of July 28, 1998
among Capital Trust, Vornado Realty, L.P., EOP Operating
Page 6 of 10 Pages
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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
Capital Trust's Current Report on Form 8-K, dated July 28,
1998 and filed with the Securities and Exchange Commission
on August 6, 1998).
Exhibit 5 - Amended and Restated Preferred Securities Guarantee
Agreement, dated as of May 10, 2000, by Capital Trust,
Inc. and Wilmington Trust Company, as Preferred Guarantee
Trustee (incorporated by reference to Capital Trust Inc.'s
Current Report on Form 8-K, dated May 18, 2000 and filed
with the Securities and Exchange Commission on May 18,
2000).
Exhibit 6 - Modification Agreement, dated as of May 10, 2000, by and
among Capital Trust, Inc., the Regular Trustees (as
defined therein), Vornado Realty L.P., Vornado Realty
Trust, EOP Operating Limited Partnership, Equity Office
Properties Trust, and State Street Bank and Trust Company,
as trustee for General Motors Employes Global Group
Pension Trust (incorporated by reference to Capital Trust
Inc.'s Current Report on Form 8-K, dated May 18, 2000 and
filed with the Securities and Exchange Commission on May
18, 2000).
Page 7 of 10 Pages
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APPENDIX A
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.
David A. Helfand is Executive Vice President -- New Business Development
of the Trust.
Sheli Z. Rosenberg is a Trustee of the Trust. Ms. Rosenberg is Vice
Chairman 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 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 c/o Chicago
White Sox, 333 W. 35th Street, Chicago, Illinois 60616.
William M. Goodyear is a Trustee of the Trust. Mr. Goodyear is the
Chairman and Chief Executive Officer of Navagent Consulting, Inc., an energy
consulting firm for utility companies. Mr. Goodyear's principal business
address is 928 Michigan Avenue, Chicago, Illinois.
Page 8 of 10 Pages
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David K. McKown is a Trustee of the Trust. Mr. McKown is Executive
Advisor of Eaton Vance Management, an investment management and counseling
business. Mr. McKown's principal business address is 255 State Street, 6th
floor, 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 Managing
Partner 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 member
of the Board of Directors of Rodamco North America N.V., a Dutch real estate
investment company, OTIS B.V., Orange Global Property Fund N.V., an
international real estate investment fund listed on the Amsterdam stock
Exchange, and Stichting ROZ Index, a Dutch property index, and serves as an
advisor to Jones Lang LaSalle N.V., an international real estate services
company. 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.
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: June 1, 2000
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 9 of 10 Pages
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EXHIBIT INDEX
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 Capital Trust's Current Report on
Form 8-K, dated July 28, 1998 and filed with the Securities and
Exchange Commission on August 6, 1998).
Exhibit 2 - Amended and Restated Declaration of Trust, dated and effective
as of May 10, 2000, by the Regular Trustees (as defined
therein), Wilmington Trust Company, as Institutional Trustee
and as Delaware Trustee, Capital Trust, Inc., as sponsor, and
the holders, from time to time, of undivided beneficial
interests in the Trust to be issued pursuant thereto
(incorporated by reference to Capital Trust, Inc.'s Current
Report on Form 8-K, dated May 18, 2000 and filed with the
Securities and Exchange Commission on May 18, 2000).
Exhibit 3 - Amended and Restated Indenture, dated as of May 10, 2000,
between Capital Trust, Inc. and Wilmington Trust Company, as
trustee (incorporated by reference to Capital Trust Inc.'s
Current Report on Form 8-K, dated May 18, 2000 and filed with
the Securities and Exchange Commission on May 18, 2000).
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 Capital Trust's Current Report on
Form 8-K, dated July 28, 1998 and filed with the Securities and
Exchange Commission on August 6, 1998).
Exhibit 5 - Amended and Restated Preferred Securities Guarantee Agreement,
dated as of May 10, 2000, by Capital Trust, Inc. and Wilmington
Trust Company, as Preferred Guarantee Trustee (incorporated by
reference to Capital Trust Inc.'s Current Report on Form 8-K,
dated May 18, 2000 and filed with the Securities and Exchange
Commission on May 18, 2000).
Exhibit 6 - Modification Agreement, dated as of May 10, 2000, by and among
Capital Trust, Inc., the Regular Trustees (as defined therein),
Vornado Realty L.P., Vornado Realty Trust, EOP Operating
Limited Partnership, Equity Office Properties Trust, and State
Street Bank and Trust Company, as trustee for General Motors
Employes Global Group Pension Trust (incorporated by reference
to Capital Trust Inc.'s Current Report on Form 8-K, dated May
18, 2000 and filed with the Securities and Exchange Commission
on May 18, 2000).
Page 10 of 10 Pages
