TRINET CORPORATE REALTY TRUST INC
8-K, 1999-11-09
REAL ESTATE INVESTMENT TRUSTS
Previous: C&O FUNDS ADVISOR INC /GA, 13F-NT, 1999-11-09
Next: OPTI INC, SC 13G, 1999-11-09



<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   -----------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



                                November 3, 1999
                                ----------------
                Date of Report (Date of earliest event reported)


                        TRINET CORPORATE REALTY TRUST, INC.
                        -----------------------------------
             (Exact Name of Registrant as Specified in its Charter)



      MARYLAND                  1 - 11918                  94-3175659
      --------                  ---------                 ------------
(State of Organization)  (Commission File Number)         (IRS Employer
                                                       Identification No.)




                      ONE EMBARCADERO CENTER, 33RD FLOOR
                         SAN FRANCISCO, CA 94111-3722
         (Address of Registrant's Principal Executive Office) (Zip Code)


                                 (415) 391-4300
                                 --------------
              (Registrant's telephone number, including area code)





<PAGE>


Item 1. CHANGE IN CONTROL OF REGISTRANT
Item 2.  ACQUISITION OR DISPOSITION OF ASSETS.

         On November 4, 1999, ST Merger Sub, Inc., a Maryland corporation
("STM") wholly owned by Starwood Financial Inc., a Maryland corporation
("SFI"),  was merged with and into TriNet Corporate Realty Trust, Inc., a
Maryland corporation ("TriNet"). SFI is the successor to Starwood Financial
Trust, a Maryland real estate investment trust ("SFT"). In the merger, each
issued and outstanding share of common stock of TriNet was converted into
1.15 shares of common stock of SFI. Each issued and outstanding share of
9.375% Series A Preferred Stock of TriNet was converted into one share of
9.375% Series B Preferred Stock of SFI. Each issued and outstanding share of
9.2% Series B Preferred Stock of TriNet was converted into one share of 9.2%
Series C Preferred Stock of SFI. Each issued and outstanding share of 8.0%
Series C Preferred Stock of TriNet was converted into one share of 8.0%
Series D Preferred Stock of SFI. The terms of the SFI Series B, C and D
Preferred Stock are substantially the same as the terms of the TriNet
Series A, B and C Preferred Stock, respectively, except that each share of
SFI Series B, C and D Preferred Stock will be entitled to twenty-five one
hundredths of one vote on all matters submitted to the holders of SFI common
stock, voting with the common stock as a single class. As a result of the
merger, TriNet is now a wholly owned subsidiary of SFI.

Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

         (a) FINANCIAL STATEMENTS.

                  The audited financial statements of SFT for the year ended
                  December 31, 1998 are incorporated by reference to SFT's
                  Annual Report on Form 10-K for that year. The unaudited
                  financial statements for the three months ended March 31, 1999
                  and the six months ended June 30, 1999 are incorporated by
                  reference to SFT's Form 10-Q filed on May 14, 1999 and August
                  11, 1999, respectively.

                  The audited financial statements of TriNet for the year ended
                  December 31, 1998 are incorporated by reference to TriNet's
                  Annual Report on Form 10-K for that year. The unaudited
                  financial statements for the three months ended March 31, 1999
                  and the six months ended June 30, 1999 are incorporated by
                  reference to TriNet's Form 10-Q filed on May 17, 1999 and
                  August 13, 1999, respectively.

         (b) PRO FORMA FINANCIAL INFORMATION.

                  The Pro Forma Consolidating Balance Sheets as of June 30,
                  1999, the Pro Forma Consolidating Statements of Operations for
                  the six months ended June 30, 1999 and for the year ended
                  December 31, 1998, and the Notes and Management's Assumptions
                  to Unaudited Pro Forma


<PAGE>

                  Consolidating Financial Statements of SFT, reflecting
                  post-proxy transactions are incorporated by reference to SFT's
                  Form S-4, as amended, filed August 25, 1999.

                  The Pro Forma Consolidating Statements of Operations for the
                  year ended December 31, 1998, and the Notes and Management's
                  Assumptions to Unaudited Pro Forma Consolidating Financial
                  Statements of SFT, reflecting pre-proxy transactions are
                  incorporated by reference to SFT's Form S-4, as amended, filed
                  August 25, 1999.

                  The Pro Forma Consolidating Statements of Operations for the
                  year ended December 31, 1998, and the Notes and Management's
                  Assumptions to Unaudited Pro Forma Consolidating Financial
                  Statements of TRI, reflecting pre-proxy transactions are
                  incorporated by reference to SFT's Form S-4, as amended, filed
                  August 25, 1999.



         (c) EXHIBITS.

                  2.1      Agreement and Plan of Merger, dated as of June 15,
                           1999, by and between Starwood Financial Trust, ST
                           Merger Sub, Inc. and TriNet Corporate Realty Trust,
                           Inc. (incorporated by reference to exhibit 10.1 of
                           Starwood Financial Trust's Form 8-K, dated June 22,
                           1999).

                  2.2      Agreement and Plan of Merger, dated as of June 15,
                           1999, by and between Starwood Financial Trust,
                           Starwood Financial Inc. and, to the extent described
                           therein, TriNet Corporate Realty Trust, Inc.
                           (incorporated by reference to exhibit 10.2 of
                           Starwood Financial Trust's Form 8-K, dated June 22,
                           1999).

                  2.3      Agreement and Plan of Merger and Interest
                           Contribution Agreement, dated as of June 15, 1999, by
                           and between Starwood Financial Trust, SA Merger Sub,
                           Inc., STW Holdings I, Inc., certain stockholder named
                           therein, Starwood Capital Group, LLC and, to the
                           extent described therein, TriNet Corporate Realty
                           Trust, Inc. (incorporated by reference to exhibit
                           10.3 of Starwood Financial Trust's Form 8-K, dated
                           June 22, 1999).

                  2.4      First Amendment to the Agreement and Plan of Merger,
                           dated as of September 15, 1999, by and between
                           Starwood Financial Trust, ST Merger Sub, Inc. and
                           TriNet Corporate Realty Trust, Inc.

                  2.5      Second Amendment to the Agreement and Plan of Merger,
                           dated as of October __, 1999, by and between
                           Starwood Financial Trust, ST Merger Sub, Inc. and
                           TriNet Corporate Realty Trust, Inc.

                  23.1     Consent of PricewaterhouseCoopers LLP (New York).

                  23.2     Consent of PricewaterhouseCoopers LLP
                           (San Francisco).

                  99.1     Press Release re: stock repurchase program

                  99.2     Press Release re: shareholder approvals of the
                           transactions described in Item 2 above

                  99.3     Press Release re: closing of the transactions
                           described in Item 2 above.


<PAGE>



                                   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.

                            TRINET CORPORATE REALTY TRUST, INC.


                            BY: STARWOOD FINANCIAL INC.


                            By:    /s/ Spencer B. Haber
                                   -------------------------------------------
                                   Name: Spencer B. Haber
                                   Title: Executive Vice President-Finance and
                                          Chief Financial Officer


Date:  November 9, 1999


<PAGE>



                                  EXHIBIT INDEX

EXHIBIT NO.     EXHIBIT

2.1             Agreement and Plan of Merger, dated as of June 15,
                1999, by and between Starwood Financial Trust, ST
                Merger Sub, Inc. and TriNet Corporate Realty Trust,
                Inc. (incorporated by reference to exhibit 10.1 of
                Starwood Financial Trust's Form 8-K, dated June 22,
                1999).

2.2             Agreement and Plan of Merger, dated as of June 15,
                1999, by and between Starwood Financial Trust,
                Starwood Financial Inc. and, to the extent described
                therein, TriNet Corporate Realty Trust, Inc.
                (incorporated by reference to exhibit 10.2 of
                Starwood Financial Trust's Form 8-K, dated June 22,
                1999).

2.3             Agreement and Plan of Merger and Interest
                Contribution Agreement, dated as of June 15, 1999, by
                and between Starwood Financial Trust, SA Merger Sub,
                Inc., STW Holdings I, Inc., certain stockholder named
                therein, Starwood Capital Group, LLC and, to the
                extent described therein, TriNet Corporate Realty
                Trust, Inc. (incorporated by reference to exhibit
                10.3 of Starwood Financial Trust's Form 8-K, dated
                June 22, 1999).

2.4             First Amendment to the Agreement and Plan of Merger,
                dated as of September 15, 1999, by and between
                Starwood Financial Trust, ST Merger Sub, Inc. and
                TriNet Corporate Realty Trust, Inc.

2.5             Second Amendment to the Agreement and Plan of Merger,
                dated as of October __, 1999, by and between
                Starwood Financial Trust, ST Merger Sub, Inc. and
                TriNet Corporate Realty Trust, Inc.

23.1            Consent of PricewaterhouseCoopers LLP (New York).

23.2            Consent of PricewaterhouseCoopers LLP
                (San Francisco).

99.1            Press Release re: stock repurchase program

99.2            Press Release re: shareholder approvals of the transactions
                described in Item 2 above.

99.3            Press Release re: closing of the transactions described in
                Item 2 above.

<PAGE>
                                                                     Exhibit 2.4


                                 AMENDMENT NO. 1
                                       TO
                          AGREEMENT AND PLAN OF MERGER


         AMENDMENT NO. 1, dated as of September __, 1999 (the "AMENDMENT"), by
and among STARWOOD FINANCIAL TRUST, a Maryland real estate investment trust
("STARWOOD"), ST MERGER SUB, INC., a Delaware corporation ("STARWOOD SUB") and
TRINET CORPORATE REALTY TRUST, INC., a Maryland corporation ("TRINET").


                                    RECITALS

         A. Starwood, Starwood Sub, and TriNet are parties (the "PARTIES") to
that certain Agreement and Plan of Merger dated as of June 15, 1999 (the
"ORIGINAL AGREEMENT").

         B. The Parties desire to enter into this Amendment for the purpose of
amending certain provisions of the Original Agreement as set forth herein.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in consideration of the mutual
covenants herein contained, the Parties hereby agree as follows:

         1. AMENDMENT TO SECTION 5.11. Clause (x) of subparagraph (i) of Section
5.11(b) of the Original Agreement is hereby amended and restated in its entirety
as follows:

         "(x) the product of (A) the Market Price, (B) the number of shares of
         TriNet Common Stock subject to such TriNet Stock Options and (C) the
         Exchange Ratio. . . ."

         2. AMENDMENT TO SECTION 9.2. The notice information for TriNet set
forth in Section 9.2(b) of the Original Agreement is hereby amended and restated
in its entirety as follows:

                 (b) if to TriNet, to

                     TriNet Corporate Realty Trust, Inc.
                     One Embarcadero Center
                     33rd Floor
                     San Francisco, California 94111
                     Attn:  Geoff Dugan, Esq.
                     Fax:  (415) 391-3092

         3. EXHIBITS. EXHIBITS J, K AND L of the Original Agreement are hereby
amended and replaced in their entirety with EXHIBITS J, K AND L to this
Amendment.

<PAGE>

         IN WITNESS WHEREOF, Starwood, Starwood Sub and TriNet have caused this
Amendment to be signed by their respective officers thereunto duly authorized,
all as of the date first written above.

                                 STARWOOD FINANCIAL TRUST



                                 By:  /s/ Spencer B. Haber
                                      ----------------------------------------
                                      Name:  Spencer B. Haber
                                      Title: Chief Financial Officer



                                 ST MERGER SUB, INC.



                                 By:  /s/ Spencer B. Haber
                                      ----------------------------------------
                                      Name:  Spencer B. Haber
                                      Title: Chief Financial Officer



                                 TRINET CORPORATE REALTY TRUST, INC.



                                 By:  /s/ Elisa F. DiTomasso
                                      ----------------------------------------
                                      Name:  Elisa F. DiTomasso
                                      Title: Chief Financial Officer



<PAGE>



                                    EXHIBIT J

                         FORM OF CHARTER OF NEW STARWOOD


<PAGE>



                                    EXHIBIT K

                         FORM OF BYLAWS OF NEW STARWOOD


<PAGE>



                                    EXHIBIT L

                     FORM OF ARTICLES SUPPLEMENTARY FOR EACH
                      CLASS OF NEW STARWOOD PREFERRED STOCK

<PAGE>
                                                                     Exhibit 2.5


                                 AMENDMENT NO. 2
                                       TO
                          AGREEMENT AND PLAN OF MERGER


         AMENDMENT NO. 2, dated as of October __, 1999 (the "AMENDMENT"), by and
among STARWOOD FINANCIAL TRUST, a Maryland real estate investment trust
("STARWOOD"), ST MERGER SUB, INC., a Maryland corporation ("STARWOOD Sub") and
TRINET CORPORATE REALTY TRUST, INC., a Maryland corporation ("TRINET").


                                    RECITALS

         A. Starwood, Starwood Sub, and TriNet are parties (the "PARTIES") to
that certain Agreement and Plan of Merger dated as of June 15, 1999, as amended
through the date hereof (the "ORIGINAL AGREEMENT").

         B. The Parties desire to enter into this Amendment for the purpose of
amending certain provisions of the Original Agreement as set forth herein.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in consideration of the mutual
covenants herein contained, the Parties hereby agree as follows:

         1. EXHIBITS. EXHIBITS H AND I of the Original Agreement are hereby
amended and replaced in their entirety with EXHIBITS H AND I to this Amendment,
and SCHEDULE G of the Original Agreement is hereby amended and replaced in its
entirety by SCHEDULE G to this Amendment.


<PAGE>



         IN WITNESS WHEREOF, Starwood, Starwood Sub and TriNet have caused this
Amendment to be signed by their respective officers thereunto duly authorized,
all as of the date first written above.

                                 STARWOOD FINANCIAL TRUST



                                 By:  /s/ Jay Sugarman
                                      ----------------------------------------
                                      Name:  Jay Sugarman
                                      Title: President and Chief Executive
                                                Officer



                                 ST MERGER SUB, INC.



                                 By:  /s/ Jay Sugarman
                                      ----------------------------------------
                                      Name:  Jay Sugarman
                                      Title: President and Chief Executive
                                                Officer



                                 TRINET CORPORATE REALTY TRUST, INC.



                                 By:  /s/ Robert W. Holman, Jr.
                                      ----------------------------------------
                                      Name:  Robert W. Holman, Jr.
                                      Title: Chief Executive Officer




<PAGE>



                                    EXHIBIT H

                    FORM OF CHARTER OF SURVIVING CORPORATION


<PAGE>



                                    EXHIBIT I

                     FORM OF BYLAWS OF SURVIVING CORPORATION


<PAGE>




                                   SCHEDULE G

                       DIRECTORS OF SURVIVING CORPORATION


Barry S. Sternlicht         Jeffrey G. Dishner           Robin Josephs
Jay Sugarman                Jonathan D. Eilian           Merrick R. Kleeman
Spencer B. Haber            Madison F. Grose             William M. Matthes
Willis Andersen, Jr.        Robert W. Holman, Jr.        John G. McDonald
Stephen B. Oresman          Kneeland C. Youngblood       [special director]
George R. Puskar


<PAGE>

                                                                    Exhibit 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Current Report on
Form 8-K of our report on the financial statements and financial statements
schedules of Starwood Financial Trust, for the three years ended December 31,
1998, dated March 15, 1999, incorporated by reference into its Registration
Statement on Form S-4 (No. 333-85897) dated September 21, 1999.

PricewaterhouseCoopers LLP

New York, NY
November 2, 1999

<PAGE>

                                                                    Exhibit 23.2

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Current Report on
Form 8-K of our reports on the financial statements and financial statements
schedules of TriNet Corporate Realty Trust, Inc., for the three years ended
December 31, 1998, dated January 22, 1999, except for Note 16, as to which the
date is March 12, 1999, incorporated by reference into its Registration
Statement on Form S-4 (No. 333-85897) dated September 21, 1999.

PricewaterhouseCoopers LLP

San Francisco, CA
November 2, 1999

<PAGE>

                                                                    Exhibit 99.1

<TABLE>
<S>                                <C>                                    <C>
N E W S  B U L L E T I N           RE: Starwood Financial                 TriNet Corporate
                                       1114 Avenue of the Americas        Realty Trust
        FROM:                          27th Floor                         One Embarcadero Center
                                       New York, NY 10036                 33rd Floor
The Financial Relations Board          Traded ASE: APT                    San Francisco, CA 94111
- -----------------------------                                             Traded NYSE: TRI
B S M G  W O R L D W I D E
</TABLE>

<TABLE>
<S>                                                    <C>
AT STARWOOD FINANCIAL:                                 AT TRINET:
Spencer B. Haber                                       Elisa F. DiTommaso
Executive Vice President-Finance and CFO               Senior Vice President-Finance and CFO
(212) 930-9400                                         (415) 391-4300

MEDIA INQUIRIES:                                       INVESTOR INQUIRIES:
Eric Berman, Adam Weiner or Sarah Zitter Milstein      Innisfree M&A Incorporated
Kekst and Company                                      (888) 750-5834
(212) 521-4800
- -------------------------------------------------------------------------------------------------
</TABLE>

FOR IMMEDIATE RELEASE
OCTOBER 22, 1999

                        LEADING VOTING ADVISOR RECOMMENDS
                    VOTE FOR STARWOOD FINANCIAL-TRINET MERGER

        Starwood Financial Board Formally Approves Stock Repurchase Program

NEW YORK and SAN FRANCISCO - October 22, 1999 - Starwood Financial Trust
(ASE: APT) and TriNet Corporate Reality Trust, Inc. (NYSE:TRI) announced
today that Institutional Shareholder Services ("ISS"), the nation's leading
voting advisory service, has recommended that its clients, including
institutional investors, mutual funds and other fiduciaries, vote FOR the
merger of Starwood Financial and TriNet.

     In its report, ISS noted that:

     - The merger will create the largest publicly-traded finance company with
       an exclusive focus on commercial real estate.
     - TriNet's business of providing net leases to creditworthy corporate
       tenants complements Starwood Financial's role in providing mortgage and
       other structured financing alternatives to real estate owners.
     - The merger will enhance the national scope of the combined company and
       may provide better access to capital and the scale to conduct larger
       transactions, which are subject to less competition.
     - The merger will increase the diversification of the combined company's
       asset base in terms of borrower/tenant concentration, property type,
       asset type and geography.

     After weighing these positive considerations against any possible risk
factors associated with the proposed transaction, ISS concluded that the
Starwood Financial-TriNet merger agreement warrants shareholder support.

                                    - more -

<PAGE>

Leading Voting Advisor Recommends Vote FOR Starwood Financial-TriNet Merger
Page 2 of 2

     Starwood Financial and TriNet have scheduled special shareholder
meetings for Wednesday, November 3, 1999, at which time the results of the
companies' shareholder votes will be announced. An interactive investor
presentation regarding the merger is available on the Internet at
www.vcall.com (enter ticker symbol APT). In addition, shareholders may obtain
a copy of the proxy statement and proxy cards from the companies'
solicitation agent, Innisfree M&A Incorporated at 888-750-5834.

     Starwood Financial also announced today that its Board has formally
approved the implementation of a stock repurchase program upon closing of the
merger, as previously described in the proxy statement mailed to shareholders
with regard to the Starwood Financial-TriNet merger. The authorization allows
Starwood Financial to purchase up to five million shares of its common stock
from time to time after the closing of the merger, in the open market or
through negotiated transactions.

     TriNet Corporate Realty Trust, Inc. is the largest publicly-traded
company specializing in the net leasing of corporate office and warehouse
distribution properties. TriNet provides capital to major corporations and
real estate owners nationwide by structuring purchase/leaseback transactions
and acquiring properties subject to existing long-term leases to
creditworthy office and industrial tenants. The company's portfolio contains
143 properties comprising more than 19 million square feet in 25 states and
is 96% leased. Additional information on TriNet Corporate Realty Trust, Inc.
is available on the company's Web site at http://www.tricorp.com.

     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 trust, provides structured
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
financing solutions to the real estate industry.

                                      ###


<PAGE>

                                                                    Exhibit 99.2

<TABLE>
<S>                                <C>                                    <C>
N E W S  B U L L E T I N           RE: Starwood Financial                 TriNet Corporate
                                       1114 Avenue of the Americas        Realty Trust
        FROM:                          27th Floor                         One Embarcadero Center
                                       New York, NY 10036                 33rd Floor
The Financial Relations Board          Traded ASE: APT                    San Francisco, CA 94111
- -----------------------------                                             Traded NYSE: TRI
B S M G  W O R L D W I D E
</TABLE>

<TABLE>
<S>                                                    <C>
AT STARWOOD FINANCIAL:                                 AT TRINET:
Spencer B. Haber                                       Elisa F. DiTommaso
Executive Vice President-Finance and CFO               Senior Vice President-Finance and CFO
(212) 930-9400                                         (415) 391-4300

MEDIA INQUIRIES:                                       INVESTOR INQUIRIES:
Eric Berman, Adam Weiner or Sarah Zitter Milstein      Innisfree M&A Incorporated
Kekst and Company                                      (888) 750-5834
(212) 521-4800
- -------------------------------------------------------------------------------------------------
</TABLE>


    FOR IMMEDIATE RELEASE
    NOVEMBER 3, 1999

                      TRINET AND STARWOOD FINANCIAL STOCKHOLDERS
                           APPROVE MERGER OF COMPANIES

    SAN FRANCISCO AND NEW YORK CITY, November 3, 1999 - TriNet Corporate
    Realty Trust, Inc. (NYSE:TRI) and Starwood Financial Trust (AMEX: APT)
    today reported that their respective stockholders have approved the
    companies' plan to merge. No other approvals are required in order to
    close the transaction. The companies plan to close the merger promptly.

    The proposed merger required approval of 66 2/3% of TriNet's outstanding
    shares and approval of 66 2/3% of Starwood Financial's outstanding
    shares. Approximately 83% of the shares voted by TriNet stockholders were
    cast in favor of the merger at a special meeting of TriNet stockholders
    held this morning in San Francisco. Over 99% of the shares voted by
    Starwood Financial shareholders were cast in favor of the merger at a
    special meeting of Starwood Financial's shareholders held this morning in
    New York.

    In the merger, TriNet stockholders will receive 1.15 shares of Starwood
    Financial common stock for each share of TriNet common stock they own.
    The combined company will be the largest publicly-traded finance company
    focused exclusively on the commercial real estate industry.

    Starwood Financial's shareholders also approved Starwood Financial's
    proposal to acquire ownership of its external advisor and its proposal to
    change Starwood Financial's form of organization from a trust to a
    corporation and eliminate its dual class share structure.

    TriNet Corporate Realty Trust, Inc. is the largest publicly-traded
    company specializing in the net leasing of corporate office and warehouse
    distribution properties. TriNet provides capital to major corporations
    and real estate owners nationwide by structuring purchase/leaseback
    transactions and acquiring properties subject to existing long-term
    leases to creditworthy office


                                        -MORE-

<PAGE>

    TRINET AND STARWOOD FINANCIAL STOCKHOLDERS APPROVE MERGER OF COMPANIES
    PAGE 2 OF 2

    and industrial tenants. The company's portfolio contains 142 properties
    comprising approximately 19 million square feet in 25 states and is
    95% leased. Additional information on TriNet Corporate Realty Trust, Inc.
    is available on the company's Web site at http://www.tricorp.com.

    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 trust, provides structured 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
    financing solutions to the real estate industry.

    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 and
    TriNet believe the expectations reflected in any forward-looking
    statements are based on reasonable assumptions, the companies can give no
    assurance that their expectations will be attained. Factors that could
    cause actual results to differ materially from the companies'
    expectations include the combined company's ability to achieve its
    property disposition targets and its ability to secure a credit
    enhancement arrangement on satisfactory terms, the combined company's
    ability to originate new investments, the availability and cost of
    capital for future investments, competition within the finance and real
    estate industries, real estate and economic conditions, and other risks
    detailed from time to time in SEC reports filed by Starwood Financial and
    TriNet.

                                        ###



<PAGE>

                                                                    Exhibit 99.3

<TABLE>
<S>                                <C>
N E W S  B U L L E T I N           RE: STARWOOD FINANCIAL
                                       1114 AVENUE OF THE AMERICAS
        FROM:                          27TH FLOOR
                                       NEW YORK, NY 10036
THE FINANCIAL RELATIONS BOARD          TRADED NYSE: SFI
- -----------------------------
B S M G  W O R L D W I D E
</TABLE>

<TABLE>
<S>                                                    <C>
AT STARWOOD FINANCIAL:                                 INVESTOR INQUIRIES:
Spencer B. Haber                                       Pamela King
Executive Vice President-Finance and CFO               The Financial Relations Board
(212) 930-9400                                         (212) 661-8030

MEDIA INQUIRIES:
Eric Berman, Adam Weiner or Sarah Zitter Milstein
Kekst and Company
(212) 521-4800
- -------------------------------------------------------------------------------------------------
</TABLE>

     FOR IMMEDIATE RELEASE
     NOVEMBER 4, 1999


                      STARWOOD FINANCIAL AND TRINET COMPLETE MERGER


    NEW YORK - NOVEMBER 4, 1999 - Starwood Financial Inc. (NYSE: SFI) announced
    today that the merger of TriNet Corporate Realty Trust, Inc. with a
    subsidiary of Starwood Financial has been completed, creating the largest
    publicly-traded finance company focused exclusively on the commerical
    real estate industry. Starwood Financial, which was formerly known as
    Starwood Financial Trust and was externally advised, also stated that it
    is now a self-advised company.

    Beginning today, Starwood Financial will trade on the New York Stock
    Exchange under the symbol "SFI." Previously, Starwood Financial traded
    under the symbol (ASE: APT) and TriNet Corporate Realty traded under the
    symbol (NYSE: TRI).

    Starwood Financial Inc. is the largest publicly-traded finance company
    focused exclusively on the commercial real estate industry. The company's
    misssion is to maximize risk-adjusted returns on equity by providing
    innovative and value-added financing solutions to the real estate
    industry. The company, which is taxed as a real estate investment trust,
    provides structured mortgage mezzanine and lease financing through its
    proprietary origination, acquisition and servicing platform.


                                      ###


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission