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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14A of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Cheek the appropriate box:
/ / Preliminary Proxy Statement
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
STARWOOD FINANCIAL TRUST
TRINET CORPORATE REALTY TRUST, INC.
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(Name of Registrants as Specified in their Charters)
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(Name of Person(s) filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box)
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a) (2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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TRINET CORPORATE REALTY TRUST, INC.
One Embarcadero Center, 33rd Floor
San Francisco, California 94111
October 22, 1999
Dear Fellow Stockholder:
According to our latest records, we have not yet received your proxy for the
important Special Meeting of Stockholders of TriNet Corporate Realty Trust,
Inc. to be held on November 3, 1999, at which stockholders will vote on the
proposed merger with Starwood Financial Trust. Your Board of Directors has
unanimously recommended that stockholders vote in favor of the merger.
YOU SHOULD ALSO BE AWARE THAT INSTITUTIONAL SHAREHOLDER SERVICES, THE
NATION'S LEADING VOTING ADVISORY SERVICE, HAS RECOMMENDED THAT ITS CLIENTS,
INCLUDING INSTITUTIONAL INVESTORS, MUTUAL FUNDS AND OTHER FIDUCIARIES, VOTE
FOR THE MERGER.
PLEASE HELP YOUR COMPANY AVOID THE EXPENSE OF FURTHER SOLICITATION BY
SIGNING, DATING AND RETURNING THE ENCLOSED PROXY CARD TODAY.
Thank you for your continued support.
Very truly yours,
Robert W. Holman, Jr.
CHAIRMAN AND
CHIEF EXECUTIVE OFFICER
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If you have any questions, or need assistance in voting
your shares, please call our information agent,
INNISFREE M&A INCORPORATED
TOLL-FREE, at 1-888-750-5834.
IMPORTANT NOTE:
IF YOU HOLD YOUR SHARES THROUGH A BANK OR BROKER,
YOU MAY BE ABLE TO VOTE BY TELEPHONE, OR VIA THE INTERNET.
PLEASE CALL INNISFREE AT 888-750-5834 FOR ASSISTANCE.
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<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
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<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
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</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.
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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.
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