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
Date of Report (Date of earliest event reported): July 22, 2004
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CAPITAL TRUST, INC.
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(Exact Name of Registrant as specified in its charter)
Maryland 1-14788 94-6181186
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
410 Park Avenue, 14th Floor, New York, NY 10022
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 655-0220
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N/A
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(Former name or former address, if changed since last report):
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
1.1 Underwriting Agreement, dated as of July 22, 2004, by and among the
Company, the selling stockholders named therein, and Morgan Stanley
& Co., Incorporated, Bear, Stearns & Co. Inc, Jefferies & Company,
Inc. and JMP Securities LLC, as the representatives of the several
underwriters named therein.
5.1 Opinion of Venable LLP regarding the legality of the Offered Shares
and the Option Shares.
23.1 Consent of Venable LLP (included in the opinion filed as Exhibit
5.1).
99.1 Press Release, dated July 23, 2004.
Item 9. Regulation FD Disclosure
On July 22, 2004, Capital Trust, Inc. (the "Company"), entered into an
Underwriting Agreement with Morgan Stanley & Co., Incorporated, Bear, Stearns &
Co. Inc, Jefferies & Company, Inc. and JMP Securities LLC, as representatives of
the several underwriters named therein (the "Underwriters") and the selling
stockholders named therein (the "Selling Stockholders"), dated as of July 22,
2004 (the "Underwriting Agreement"), with respect to the offering by the Company
(the "Offering") of 1,363,289 shares (the "Company Shares") of the Company's
class A common stock, par value $0.01 per share (the "Common Stock") and the
Selling Stockholders of 2,136,711 shares of Common Stock (the "Selling
Shareholder Shares" and, together with the Company Shares, the "Offered
Shares"), and up to an additional 525,000 shares of Common Stock (the "Option
Shares") which may be issued and sold by the Company pursuant to the
Underwriter's over-allotment option, pursuant to two effective shelf
registration statements on Form S-3 (Registration No. 333-111261 and
Registration No. 333-106970) as amended and supplemented by a prospectus
supplement dated July 23, 2004. The Underwriting Agreement is attached as
Exhibit 1.1 hereto and is incorporated herein by reference.
On July 23, 2004, Venable LLP delivered its legality opinion with respect
to the Offered Shares and Option Shares. A copy of the legality opinion is
attached hereto as Exhibit 5.1 hereto and is incorporated herein by reference.
On July 23, 2004, the Company issued a press release announcing the
pricing of the Offering. A copy of the press release is attached as Exhibit 99.1
hereto and is incorporated herein by reference.
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.
CAPITAL TRUST, INC.
By: /s/ John R. Klopp
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Name: John R. Klopp
Title: Chief Executive Officer
Date: July 23, 2004
Exhibit Index
Exhibit Number Description
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1.1 Underwriting Agreement, dated as of July
22, 2004, by and among the Company, the
selling stockholders named therein, and
Morgan Stanley & Co., Incorporated, Bear,
Stearns & Co. Inc, Jefferies & Company,
Inc. and JMP Securities LLC, as the
representatives of the several
underwriters named therein.
5.1 Opinion of Venable LLP regarding the
legality of the Offered Shares and the
Option Shares.
23.1 Consent of Venable LLP (included in the
opinion filed as Exhibit 5.1).
99.1 Press Release, dated July 23, 2004.