<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / 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
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(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):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / 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:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[TRINET LOGO] [STARWOOD FINANCIAL LOGO]
VOTE YES TODAY FOR THE TRINET - STARWOOD FINANCIAL MERGER
<PAGE>
YOUR VOTE IS IMPORTANT
Your TriNet Board of Directors unanimously determined that TriNet's proposed
merger with Starwood Financial Trust presents the BEST OPPORTUNITY to MAXIMIZE
LONG-TERM VALUE for you and all other TriNet stockholders.
Now you have the opportunity to vote FOR the merger that will provide you with
1.15 shares of Starwood Financial stock for each share of TriNet stock you own.
FOUR REASONS TO VOTE "YES"
WHEN YOU VOTE "YES" FOR THE TRINET - STARWOOD FINANCIAL MERGER, YOU VOTE FOR A
COMBINED COMPANY THAT WILL:
1. INCREASE YOUR DIVIDEND
- In the first full quarter following the merger, we expect to
RAISE THE DIVIDEND to an annualized rate equivalent to $2.76
per TriNet share. (This dividend amount represents $2.40 per
share of the combined company's stock multiplied by the
exchange ratio in the merger of 1.15:1.)
- This would be a 6.2% INCREASE from your current annualized
dividend rate of $2.60 per share.
2. IMPROVE TRINET'S GROWTH PROSPECTS
In the six quarters that Starwood Financial has been public (since
March 1998), the company has: - Grown earnings per share at a 20%+
annualized rate.
- Increased its dividend EVERY QUARTER.
- Grown its dividends per share bY 22.9%.
- More than DOUBLED its asset base.
3. POSSESS STABILITY AND SECURITY
- Starwood Financial and its predecessors have made over $2.7
billion in investments in their six-year history - WITHOUT A
SINGLE LOSS.
- The combined company will be SIGNIFICANTLY LESS LEVERAGED than
other commercial finance companies, and will have
approximately $2 BILLION OF EQUITY CAPITAL.
4. CREATE SIGNIFICANT BENEFITS OF SIZE AND SCALE
- The combined company will be the LARGEST and MOST EXPERIENCED
public company focused exclusively on providing structured
finance and credit tenant leasing to the commercial real
estate industry.
- Its total market capitalization will be $4-5 BILLION.
- Its scale will provide significant benefits not available to
TriNet as a stand-alone company, including BETTER ACCESS TO
CAPITAL AT AN ATTRACTIVE COST and ENHANCED DIVERSIFICATION OF
ASSETS TO REDUCE EXPOSURE TO RISKS.
STARWOOD FINANCIAL'S PORTFOLIO OF ASSETS GENERATES STABLE, LONG-TERM CASH FLOW
STREAMS SUPPORTED BY INSTITUTIONAL QUALITY REAL ESTATE, MUCH LIKE TRINET'S
ASSETS.
<PAGE>
THE FACTS ABOUT STARWOOD FINANCIAL
- - Starwood Financial provides flexible mortgage, mezzanine and credit
tenant lease financing to leading owners of high quality commercial
real estate properties in major metropolitan markets.
- - Starwood Financial has structured approximately $250 million of
attractive credit tenant lease transactions and is committed to
expanding both companies' credit tenant lease business because of the
attractive risk-adjusted returns it generates.
- - Starwood Financial's original and current investors include many of the
top pension funds in the U.S. and a number of sophisticated high net
worth investors. Their significant investments with Starwood Financial
demonstrate their confidence in management's ability to deliver
superior returns.
- - Starwood Financial has increased its dividend and earnings per share
every quarter that it has been a public company.
- - In Starwood Financial's six-year history, it has made over $2.7 billion
of investments without a single loss.
- - Starwood Financial has a high quality asset portfolio, approximately
80% of which is comprised of secured loans and credit tenant leases,
and 20% of which consist of mezzanine loans.
LEGEND:
PHOTOGRAPHS OF REAL ESTATE SUPPORTING LOANS IN STARWOOD FINANCIAL'S PORTFOLIO:
General Motors Building, New York (front cover, left); Chelsea Piers, New York
(front cover, right); Comerica Building, Detroit (inside, top); Longwood
Galleria, Boston (inside, bottom); Emerald Plaza, San Diego (back cover).
<PAGE>
YOUR VOTE IS IMPORTANT
PLEASE VOTE FOR THE MERGER BY SIGNING AND RETURNING
YOUR PROXY CARD TODAY.
Remember, if you do not submit your proxy card, you will be voting against the
merger.
For a personal, interactive investor presentation on the merger, please visit:
WWW.VCALL.COM
ENTER TICKER SYMBOL "APT"
If you have any questions about the TriNet-Starwood Financial merger or about
the proxy process, please call our information agent:
INNISFREE M&A INCORPORATED
TOLL FREE: (888) 750-5834
