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): March 30, 2005
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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)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
(d) On March 30, 2005, the board of directors (the "Board") of Capital Trust,
Inc. (the "Company"), upon recommendation of the Board's Corporate Governance
Committee, appointed Edward S. Hyman as a director. As a non-employee director,
Mr. Hyman is entitled to receive an annual cash retainer of $30,000. Mr. Hyman
may elect to forgo the $30,000 cash retainer in exchange for an annual award of
stock units under the Company's Second Amended and Restated 1997 Long-Term
Incentive Stock Plan with a value equal to $30,000. A copy of the press release
relating to Mr. Hyman's appointment to the Board is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit Number Description
99.1 Press Release dated March 30, 2005
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: March 30, 2005
Exhibit Index
Exhibit Number Description
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99.1 Press Release dated March 30, 2005