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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
JULY 12, 1999
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Date of Report (Date of earliest event reported)
STARWOOD FINANCIAL TRUST
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(Exact Name of Registrant as Specified in its Charter)
MARYLAND 1 - 10150 95 - 6881527
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(State of Organization) (Commission File Number) (IRS Employer
Identification No.)
1114 AVENUE OF THE AMERICAS
27TH FLOOR
NEW YORK, NY 10036
(Address of Registrant's Principal Executive Office) (Zip Code)
(212) 930-9400
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(Registrant's telephone number, including area code)
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Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
FINANCIAL STATEMENTS.
None.
PRO FORMA FINANCIAL INFORMATION.
None.
EXHIBIT NO. EXHIBIT
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(a) Press Release, dated July 12, 1999.
(b) First Amendment to Shareholder Agreement,
dated as of July 12, 1999, by and between
TriNet Corporate Realty Trust, Inc.,
Starwood Mezzanine Investors, L.P., SOFI-IV
SMT Holdings, L.L.C. and B Holdings, L.L.C.
2
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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.
STARWOOD FINANCIAL TRUST
By: /s/ SPENCER B. HABER
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Name: Spencer B. Haber
Title: Chief Financial Officer
Date: July 15, 1999
3
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EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
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(a) Press Release, dated July 12, 1999.
(b) First Amendment to Shareholder Agreement, dated as of
July 12, 1999, by and between TriNet Corporate Realty
Trust, Inc., Starwood Mezzanine Investors, L.P.,
SOFI-IV SMT Holdings, L.L.C. and B Holdings, L.L.C.
4
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Exhibit 99.(a)
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N E W S B U L L E T I N G RE: STARWOOD FINANCIAL TRUST
114 AVENUE OF THE AMERICAS
FROM: 27THE FLOOR
NEW YORK, NY 10036
THE FINANCIAL RELATIONS BOARD ASE: APT
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BSMGWORLDWIDE
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FOR FURTHER INFORMATION:
AT THE COMPANY:
Spencer Haber
Sr. Vice President and CFO
(212) 930-9400
AT THE FINANCIAL RELATIONS BOARD:
Virginia St. John-Needham Pamela King Michaelle Burstin
General Inquiries Investor Inquiries Media Inquiries
(310) 442-0599 (212) 661-8030 (310) 442-0599
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FOR IMMEDIATE RELEASE
JULY 12, 1999
STARWOOD FINANCIAL COMMENTS ON INCLUDSION IN RUSSELL INDICES
NEW YORK - July 12, 1999 - Starwood Financial Trust (ASE: APT), the leading
publicly traded finance company focused exclusively on the commercial real
estate industry, reported today that, based on recent announcements by the
Frank Russell Company ("Russell"), Starwood Financial contacted Russell to
review Starwood Financial's inclusion and relative weighting in various
Russell equity indices. On Friday, July 9, Russell announced that it had
decided to delete Starwood Financial from its Russell 1000 and Russell 3000
indices (the "Indices").
In discussions today, Starwood Financial was advised by representatives
of Russell that Russell had recently increased Starwood Financial's relative
weighting in the Indices, apparently to take account of the approximately 26.2
million Class B Shares of Starwood Financial that are currently outstanding.
Because those Class B Shares are convertible into only approximately 535,000
Class A Shares of Starwood Financial, the Indices' weighting would not reflect
the capitalization of Starwood Financial, assuming the Class B Shares were
converted.
Starwood Financial, which had not been contacted about Friday's
decision by Russell before it was announced, also learned that the decision to
delete the Company from the Indices was based upon trading restrictions on the
Company's common stock which were agreed to as part of the Company's planned
merger with TriNet Corporate Realty Trust, Inc. ("TriNet"). The restrictions,
which applied to Starwood Financial's principal shareholders and were effective
during the period between the signing and closing of the merger, have been
waived by TriNet. Starwood Financial's principal shareholders continue to be
obligated to vote their shares in favor of the merger and have informed the
Company that they have no intention to sell their shares in the foreseeable
future.
Based on the above factors, Starwood Financial believes that it will
continue to be included in the Indices, with a relative weighting that reflects
the total number of Class A Shares outstanding upon conversion of its Class B
Shares.
Starwood Financial is the leading publicly traded finance company
focused exclusively on the commercial real estate industry. The company, which
is taxed as a real estate investment
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STARWOOD FINANCIAL COMMENTS ON INCLUSION IN RUSSELL INDICES
PAGE 2 OF 3
trust, provides specialized mortgage, mezzanine and lease financing through its
proprietary origination, acquisition and servicing platform. The company's
mission is to maximize risk-adjusted returns on equity by providing innovative
and value-added structured financing solutions to the real estate industry.
(Note: Statements in this press release which are not historical fact may be
deemed forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Although Starwood Financial believes the
expectations reflected in any forward-looking statements are based on reasonable
assumptions, the company can give no assurance that its expectations will be
attained. Factors that could cause actual results to differ materially from
Starwood Financial's expectations include completion of pending investments,
continued availability to originate new investments, the availability and cost
of capital for future investments, competition within the real estate industry,
real estate and economic conditions, and other risks detailed from time to time
in Starwood Financial's SEC reports.)
For more information on Starwood Financial Trust, via fax at no charge,
please call 1-800-PRO-INFO and enter ticker symbol APT.
# # #
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Exhibit 99.(b)
FIRST AMENDMENT TO SHAREHOLDER AGREEMENT
This First Amendment (the "AMENDMENT") to the Shareholder Agreement
(the "AGREEMENT"), dated as of June 15, 1999 by and among TriNet Corporate
Realty Trust, Inc. and each of the Shareholders of Starwood Financial Trust
listed on the signature page of this Amendment is made as of this 12th day of
July, 1999. Pursuant to the authority granted under Section 4.3 of the
Agreement, the parties hereto wish to amend the Agreement in the manner set
forth herein. Terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Agreement.
1. AMENDMENT. Section 3.1(a) of the Agreement is hereby deleted and replaced in
its entirety with the revised Section 3.1(a) attached to this Amendment as Annex
A.
3. NO OTHER AMENDMENTS. Except as expressly otherwise amended herein, the
Agreement is in all respects ratified and confirmed and shall remain in full
force and effect in accordance with its terms.
4. GOVERNING LAW. This Amendment will be governed by, and construed in
accordance with, the laws of the State of New York, regardless of the laws that
might otherwise govern under applicable principles of conflict of laws thereof,
except to the extent that this Amendment is required to be governed by the laws
of the State of Maryland.
5. COUNTERPARTS. This Amendment may be executed in counterparts, each of which
will constitute an original and all of which, when taken together, will
constitute one agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first written above.
TRINET CORPORATE REALTY TRUST, INC.
By: /s/ Elisa F. DiTommaso
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Elisa F. DiTommaso
Senior Vice President, Finance and
Chief Financial Officer
STARWOOD MEZZANINE INVESTORS, L.P.
By: Starwood Capital Group I, L.P.,
General Partner
By: BSS Capital Partners, L.P.,
General Partner
By: Sternlicht Holdings II, Inc.
General Partner
By: /s/ Jerome C. Silvey
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Jerome C. Silvey
Vice President
SOFI-IV SMT HOLDINGS, L.L.C.
By: Starwood Opportunity Fund IV, L.P.
Managing Member
By: SOFI IV Management , L.L.C.,
General Partner
By: Starwood Capital Group I, L.L.C.,
Managing Member
By: /s/ Jerome C. Silvey
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Jerome C. Silvey
Senior Vice President
B HOLDINGS, L.L.C.
By: /s/ Madison Grose
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Madison Grose
Senior Managing Director
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ANNEX A
ARTICLE III
CERTAIN COVENANTS
Section 3.1 CERTAIN COVENANTS OF SHAREHOLDERS.
(a) RESTRICTION ON TRANSFER OF SUBJECT SHARES, PROXIES AND
NONINTERFERENCE. No Shareholder shall, prior to the Closing Date, directly or
indirectly: (A)(i) except pursuant to the terms of this agreement, (ii)
except for the conversion of Subject Shares at the Effective Time under the
Incorporation Merger Agreement or the Advisor Transaction and (iii) except,
with respect to SMT, for a transfer or sale of the SMT Shares in connection
with a foreclosure or other realization upon security under the GECC Pledge
Agreement, offer for sale, sell, transfer, pledge, tender, encumber, assign
or otherwise dispose of, or enter into any contract, option or other
arrangement or understanding with respect to or consent to the offer for
sale, sale, transfer, encumbrance, assignment, or other disposition of, any
or all of such Shareholder's Subject Shares (any or all of such actions being
a "Transfer"); (B)(i) except pursuant to the terms of this Agreement, (ii)
except for the execution and delivery of the Proxy and (iii) except, with
respect to SMT, for the right of the GECC Parties to exercise voting,
consensual, foreclosure or other realization rights with respect to the SMT
Shares pursuant to Article 5(b) of the GECC Pledge Agreement upon the
occurrence of an "Event of Default" or "Additional Acceleration Event" under
the GECC Credit Agreement, grant any proxies or powers of attorney, deposit
any of such Shareholder's Subject Shares into a voting trust or enter into a
voting agreement with respect to any of such Shareholder's Subject Shares; or
(C) take any action that would reasonably be expected to make any
representation or warranty contained herein untrue or incorrect or, except
with respect to SMT for the exercise by the GECC Parties of voting,
consensual, foreclosure or other realization rights with respect to the SMT
Shares pursuant to Article 5(b) of the GECC Pledge Agreement upon the
occurrence of an "Event of Default" or "Additional Acceleration Event" under
the GECC Credit Agreement, have the effect of impairing the ability of such
Shareholder to perform such Shareholder's obligations under this Agreement or
preventing or delaying the consummation of any of the transactions
contemplating hereby or revoke or invalidate the Proxy; PROVIDED, however,
that notwithstanding anything in the foregoing to the contrary, a Shareholder
may (1) Transfer some or all of its Subject Shares to a Person so long as the
documentation relating to such Transfer provides that, and no such Transfer
shall be effected unless, any party acquiring Subject Shares in connection
with a Transfer will, immediately prior to any such Transfer, become a party
to and agree to be bound by this Agreement as a holder of Subject Shares and
issue to Company a proxy substantially in the form of the Proxy and (2)
pledge its Subject Shares to a lender in order to effect a bona-fide loan or
financing transaction with such lender (an "EXEMPT TRANSACTION"), and such
lender may foreclose upon or sell such pledged Subject Shares so long as (i)
such Exempt Transaction is not intended to circumvent the transfer
restrictions of this Section 3.1(a) and (ii) the documentation relating to
such Exempt Transaction provides that any party acquiring such pledged
Subject Shares in connection with such Exempt Transaction will, upon
acquiring such pledged Subject Shares, become a party to this Agreement, as a
holder of Subject Shares and issue to Company a proxy substantially in the
form of the Proxy, except that any party acquiring SMT Shares in connection
with a foreclosure, sale or other realization upon security under the GECC
Pledge Agreement shall not be required to become party to this Agreement or
issue a proxy to Company. For the avoidance of doubt, the transactions
entered into by SMT under the GECC Credit Agreement and the GECC Pledge
Agreement are acknowledged hereby as transactions not intended to circumvent
the restrictions of this Section 3.1(a).
