sec document
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )(1)
Columbia Equity Trust, Inc.
---------------------------
(Name of Issuer)
Common Stock, $.001 Par Value
-----------------------------
(Title of Class of Securities)
197627102
---------
(CUSIP Number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 8, 2007
---------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.
NOTE. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. SEE Rule 13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 34 Pages)
------------
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, SEE the NOTES).
---------------------- ----------------------
CUSIP No. 197627102 13D Page 2 of 34 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PARCHE, LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 255,320
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
255,320
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
255,320
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 197627102 13D Page 3 of 34 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RCG AMBROSE MASTER FUND LTD.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 167,106
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
167,106
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
167,106
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 197627102 13D Page 4 of 34 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RCG HALIFAX FUND LTD.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 116,698
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
116,698
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
116,698
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 197627102 13D Page 5 of 34 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RAMIUS MASTER FUND, LTD.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 721,076
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
721,076
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
721,076
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 197627102 13D Page 6 of 34 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ADMIRAL ADVISORS, LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 255,320
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
255,320
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
255,320
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IA, OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 197627102 13D Page 7 of 34 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RAMIUS ADVISORS, LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 721,076
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
721,076
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
721,076
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IA, OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 197627102 13D Page 8 of 34 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RAMIUS CAPITAL GROUP, L.L.C.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,260,200
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,260,200
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,260,200
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IA, OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 197627102 13D Page 9 of 34 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
C4S & CO., L.L.C.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,260,200
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,260,200
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,260,200
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 197627102 13D Page 10 of 34 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PETER A. COHEN
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY - 0 -
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 1,260,200
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,260,200
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,260,200
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 197627102 13D Page 11 of 34 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MORGAN B. STARK
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY - 0 -
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 1,260,200
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,260,200
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,260,200
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 197627102 13D Page 12 of 34 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JEFFREY M. SOLOMON
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY - 0 -
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 1,260,200
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,260,200
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,260,200
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 197627102 13D Page 13 of 34 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
THOMAS W. STRAUSS
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY - 0 -
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 1,260,200
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,260,200
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,260,200
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 197627102 13D Page 14 of 34 Pages
---------------------- ----------------------
The following constitutes the Schedule 13D filed by the undersigned
(the "Schedule 13D").
Item 1. SECURITY AND ISSUER.
This statement relates to shares of the Common Stock, $.001 par
value (the "Shares"), of Columbia Equity Trust, Inc., a Maryland corporation
(the "Issuer"). The address of the principal executive offices of the Issuer is
1750 H Street, N.W., Suite 500, Washington, D.C. 20006.
Item 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by:
(i) Parche, LLC, a Delaware limited liability company ("Parche"),
with respect to the Shares directly and beneficially owned by
it;
(ii) RCG Ambrose Master Fund Ltd., a Cayman Islands exempted
company ("RCG Ambrose"), with respect to the Shares directly
and beneficially owned by it;
(iii) RCG Halifax Fund Ltd., a Cayman Islands exempted company
("RCG Halifax"), with respect to the Shares directly and
beneficially owned by it;
(iv) Ramius Master Fund, Ltd., a Cayman Islands exempted company
("Ramius Master"), with respect to the Shares directly and
beneficially owned by it;
(v) Admiral Advisors, LLC, a Delaware limited liability company
("Admiral Advisors"), who serves as the managing member of
Parche;
(vi) Ramius Advisors, LLC, a Delaware limited liability company
("Ramius Advisors"), who serves as the investment manager of
Ramius Master;
(vii) Ramius Capital Group, L.L.C., a Delaware limited liability
company ("Ramius Capital"), who serves as the investment
advisor of RCG Ambrose and RCG Halifax and as the sole member
of Admiral Advisors and Ramius Advisors;
(viii) C4S & Co., L.L.C., a Delaware limited liability company
("C4S"), who serves as managing member of Ramius Capital;
(ix) Peter A. Cohen ("Mr. Cohen"), who serves as one of the
managing members of C4S;
(x) Morgan B. Stark ("Mr. Stark"), who serves as one of the
managing members of C4S;
---------------------- ----------------------
CUSIP No. 197627102 13D Page 15 of 34 Pages
---------------------- ----------------------
(xi) Thomas W. Strauss ("Mr. Strauss"), who serves as one of the
managing members of C4S; and
(xii) Jeffrey M. Solomon ("Mr. Solomon"), who serves as one of the
managing members of C4S;
Each of the foregoing is referred to as a "Reporting Person" and
collectively as the "Reporting Persons." Each of the Reporting Persons is party
to that certain Joint Filing and Solicitation Agreement, as further described in
Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule
13D.
(b) The address of the principal office of each of Parche, Admiral
Advisors, Ramius Advisors, Ramius Capital, C4S, Mr. Cohen, Mr. Stark, Mr.
Strauss and Mr. Solomon is 666 Third Avenue, 26th Floor, New York, New York
10017.
The address of the principal office of each of RCG Ambrose, RCG
Halifax and Ramius Master is c/o Citco Fund Services (Cayman Islands) Limited,
Corporate Center, West Bay Road, Grand Cayman, Cayman Islands, British West
Indies. The officers and directors of each of RCG Ambrose, RCG Halifax and
Ramius Master and their principal occupations and business addresses are set
forth on Schedule B and incorporated by reference in this Item 2.
(c) The principal business of each of Parche, RCG Ambrose, RCG
Halifax and Ramius Master is serving as a private investment fund. Parche has
been formed for the purpose of making equity investments and, on occasion,
taking an active role in the management of portfolio companies in order to
enhance shareholder value. The principal business of Admiral Advisors is acting
as managing member of Parche. The principal business of Ramius Advisors is
acting as an investment manager of Ramius Master. Ramius Capital is engaged in
money management and investment advisory services for third parties and
proprietary accounts. C4S serves as managing member of Ramius Capital. Mr.
Cohen, Mr. Strauss, Mr. Stark and Mr. Solomon serve as co-managing members of
C4S.
(d) No Reporting Person has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) No Reporting Person has, during the last five years, been party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Messrs. Cohen, Stark, Strauss and Solomon are citizens of the
United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Shares purchased by Parche, RCG Ambrose, RCG Halifax and Ramius
Master were purchased with the working capital of such entities (which may, at
any given time, include margin loans made by brokerage firms in the ordinary
---------------------- ----------------------
CUSIP No. 197627102 13D Page 16 of 34 Pages
---------------------- ----------------------
course of business) in open market purchases, except as otherwise noted, as set
forth in Schedule A, which is incorporated by reference herein. The aggregate
purchase cost of the 1,260,200 Shares beneficially owned in the aggregate by all
of the Reporting Persons is approximately $24,160,166, including brokerage
commissions.
Certain of the Shares reported in the Statement as owned by Parche were
acquired in private transactions with various transferors for which Ramius
Capital or an affiliate serves as the investment manager, the managing member or
the managing member of the investment manager. Ramius Capital is the sole member
of Admiral Advisors, which is the managing member of Parche. Parche acquired
from such transferors an aggregate of 138,680 Shares on January 8, 2007 at a per
Share price of $19.35000, equal to the last reported sales price on the New York
Stock Exchange on the date the transaction was completed, or an aggregate of
$2,683,458.00. The total of 138,680 Shares transferred to Parche were initially
acquired by the transferors for an aggregate of approximately $2,626,083
(excluding commissions and other execution related costs). Such transferors had,
within the 60 days prior to the filing of the Statement, effected the following
transactions in the Shares: 11/6/06 purchased 52,605 Shares at a price per Share
of $18.80186; 11/20/06 purchased 10,500 Shares at a price per Share of
$18.80000; 11/30/06 purchased 1,008 Shares at a price per Share of $18.80000;
12/4/06 purchased 4,767 Shares at a price per Share of $18.85661; 12/6/06
purchased 10,000 Shares at a price per Share of $18.86000; 12/26/06 purchased
8,000 Shares at a price per Share of $19.09975; 12/27/06 purchased 660 Shares at
a price per Share of $19.09000; 12/29/06 purchased 51,140 Shares at a price per
Share of $19.10000; and 1/8/07 sold 138,680 Shares at a price per Share of
$19.35000. All purchases of Shares referenced above were funded by working
capital, which may, at any given time, include margin loans made by brokerage
firms in the ordinary course of business. The Reporting Persons do not believe
that the information contained in this paragraph is called for by the Items of
Schedule 13D and are disclosing it for supplemental informational purposes only.
Item 4. PURPOSE OF TRANSACTION.
The Reporting Persons purchased the Shares based on the Reporting
Persons' belief that the Shares, when purchased, were undervalued and
represented an attractive investment opportunity. Depending upon overall market
conditions, other investment opportunities available to the Reporting Persons,
and the availability of Shares at prices that would make the purchase of
additional Shares desirable, the Reporting Persons may endeavor to increase
their position in the Issuer through, among other things, the purchase of Shares
on the open market or in private transactions or otherwise, on such terms and at
such times as the Reporting Persons may deem advisable. The Reporting Persons
may also, in their respective discretion, endeavor to decrease their position in
the Issuer through, among other things, the sale of Shares on the open market or
in private transactions or otherwise, on such terms and at such times as the
Reporting Persons may deem advisable.
On November 6, 2006, the Issuer announced that it had entered into
an Agreement and Plan of Merger with SSPF/CET Operating Company LLC ("SSPF/CET")
pursuant to which SSPF/CET will acquire through a merger transaction (the
"Acquisition") all of the outstanding common stock of the Issuer for $19.00 per
share in cash (the "Acquisition Price"). On December 22, 2006, the Issuer filed
a preliminary proxy statement on Schedule 14A with the Securities and Exchange
Commission to solicit proxies from shareholders of the Issuer for the approval of
the Acquisition.
---------------------- ----------------------
CUSIP No. 197627102 13D Page 17 of 34 Pages
---------------------- ----------------------
On January 9, 2007, Ramius Capital, on behalf of the Reporting
Persons (collectively, the "Ramius Group"), delivered a letter (the "Letter") to
the Chairman of the Board, President and Chief Executive Officer of the Issuer
informing the Issuer that the Ramius Group would not support the Acquisition. In
the Letter, the Ramius Group expressed its belief that the Issuer is worth more
than $19.00 per share in the current real estate merger and acquisition market
and that the Issuer should either seek to negotiate a higher price with SSPC/CET
that reflects the current merger and acquisition market or conduct a broad
auction of the Issuer if the Issuer's shareholders reject the Acquisition. The
Ramius Group also expressed its concern that the process that led to the signing
of the merger agreement with SSPF/CET was seriously flawed and that this process
was not designed to obtain the highest possible sale price for the Issuer's
shareholders. In the Letter, the Ramius Group also argued that the Board of
Directors of the Issuer (the "Board") failed to satisfy its fiduciary duty to
the Issuer's shareholders to maximize the shareholder value in the sale of the
Issuer. A copy of the Letter is attached hereto as Exhibit 2 and is incorporated
herein by reference.
The Reporting Persons intend to review their investment in the
Issuer on a continuing basis and engage in additional communications with the
Board concerning the Acquisition and future plans of the Issuer. The Reporting
Persons may also communicate with other shareholders and third parties
concerning the Acquisition and alternatives that could maximize shareholder
value for all of the Issuer's shareholders.
No Reporting Person has any present plan or proposal which would
relate to or result in any of the matters set forth in subparagraphs (a) - (j)
of Item 4 of Schedule 13D except as set forth herein or such as would occur upon
completion of any of the actions discussed above. Depending on various factors
including, without limitation, the Issuer's financial position and investment
strategy, the price levels of the Shares, conditions in the securities markets
and general economic and industry conditions, the Reporting Persons may in the
future take such actions with respect to their investment in the Issuer as they
deem appropriate including, without limitation, making proposals to the Issuer
concerning changes to the capitalization, ownership structure or operations of
the Issuer, soliciting proxies, purchasing additional Shares, selling some or
all of their Shares, engaging in short selling of or any hedging or similar
transaction with respect to the Shares or changing their intention with respect
to any and all matters referred to in Item 4.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
The aggregate percentage of Shares reported owned by each person
named herein is based upon 13,863,334 Shares outstanding, which is the total
number of Shares outstanding as reported in the Issuer's Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on November 14,
2006.
A. Parche
(a) As of the date of this filing, Parche beneficially owns 255,320
Shares.
Percentage: Approximately 1.8% as of the date hereof.
---------------------- ----------------------
CUSIP No. 197627102 13D Page 18 of 34 Pages
---------------------- ----------------------
(b) 1. Sole power to vote or direct vote: 255,320
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 255,320
4. Shared power to dispose or direct the disposition: 0
(c) The number of Shares acquired by Parche within the past 60 days is
set forth in Schedule A and is incorporated by reference.
B. RCG Ambrose
(a) As of the date of this filing, RCG Ambrose beneficially owns 167,106
Shares.
Percentage: Approximately 1.2% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 167,106
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 167,106
4. Shared power to dispose or direct the disposition: 0
(c) The number of Shares acquired by RCG Ambrose in the past 60 days is
set forth in Schedule A and is incorporated by reference.
C. RCG Halifax
(a) As of the date of this filing, RCG Halifax beneficially owns 116,698
Shares.
Percentage: Less than 1% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 116,698
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 116,698
4. Shared power to dispose or direct the disposition: 0
(c) The number of Shares acquired by RCG Halifax in the past 60 days is
set forth in Schedule A and is incorporated by reference.
D. Ramius Master
(a) As of the date of this filing, Ramius Master beneficially owns
721,076 Shares.
Percentage: Approximately 5.2% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 721,076
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 721,076
4. Shared power to dispose or direct the disposition: 0
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CUSIP No. 197627102 13D Page 19 of 34 Pages
---------------------- ----------------------
(c) The number of Shares acquired by Ramius Master in the past 60 days
is set forth in Schedule A and is incorporated by reference.
E. Admiral Advisors
(a) As of the date of this filing, as the managing member of Parche,
Admiral Advisors may be deemed the beneficial owner of 255,320 Shares owned by
Parche.
Percentage: Approximately 1.8% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 255,320
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 255,320
4. Shared power to dispose or direct the disposition: 0
(c) Admiral Advisors did not enter into any transactions in the Shares
in the past 60 days. The transactions in the Shares in the past 60 days on
behalf of Parche, which, except as otherwise noted, were all in the open market,
are set forth in Schedule A, and are incorporated by reference.
F. Ramius Advisors
(a) As of the date of this filing, as the investment manager of Ramius
Master, Ramius Advisors may be deemed the beneficial owner of 721,076 Shares
owned by Ramius Master.
Percentage: Approximately 5.2% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 721,076
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 721,076
4. Shared power to dispose or direct the disposition: 0
(c) Ramius Advisors did not enter into any transactions in the Shares in
the past 60 days. The transactions in the Shares in the past 60 days on behalf
of Ramius Master, which were all in the open market, are set forth in Schedule
A, and are incorporated by reference.
G. Ramius Capital
(a) As of the date of this filing, as the sole member of Admiral
Advisors and Ramius Advisors (the investment manager of Ramius Master) and as
the investment advisor to RCG Halifax and RCG Ambrose, Ramius Capital may be
deemed the beneficial owner of (i) 255,320 Shares owned by Parche, (ii) 167,106
Shares owned by RCG Ambrose, (iii) 116,698 Shares owned by RCG Halifax and (iv)
721,076 Shares owned by Ramius Master.
Percentage: Approximately 9.1% as of the date hereof.
---------------------- ----------------------
CUSIP No. 197627102 13D Page 20 of 34 Pages
---------------------- ----------------------
(b) 1. Sole power to vote or direct vote: 1,260,200
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,260,200
4. Shared power to dispose or direct the disposition: 0
(c) Ramius Capital did not enter into any transactions in the Shares in
the past 60 days. The transactions in the Shares in the past 60 days on behalf
of Parche, RCG Ambrose, RCG Halifax and Ramius Master are set forth in Schedule
A, and are incorporated herein by reference.
H. C4S
(a) As of the date of this filing, as the managing member of Ramius
Capital, C4S may be deemed the beneficial owner of (i) 255,320 Shares owned by
Parche, (ii) 167,106 Shares owned by RCG Ambrose, (iii) 116,698 Shares owned by
RCG Halifax and (iv) 721,076 Shares owned by Ramius Master.
Percentage: Approximately 9.1% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 1,260,200
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,260,200
4. Shared power to dispose or direct the disposition: 0
(c) C4S did not enter into any transactions in the Shares in the
past 60 days. The transactions in the Shares in the past 60 days on behalf of
Parche, RCG Ambrose, RCG Halifax and Ramius Master are set forth in Schedule A
and are incorporated by reference.
I. Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon
(a) As of the date of this filing, as the managing members of C4S, each
of Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon may be deemed the
beneficial owner of (i) 255,320 Shares owned by Parche, (ii) 167,106 Shares
owned by RCG Ambrose, (iii) 116,698 Shares owned by RCG Halifax and (iv) 721,076
Shares owned by Ramius Master. Each of Messrs. Cohen, Stark, Solomon and Strauss
share voting and dispositive power with respect to the Shares owned by Parche,
RCG Ambrose, RCG Halifax and Ramius Master by virtue of their shared authority
to vote and dispose of such Shares. Messrs. Cohen, Stark, Solomon and Strauss
disclaim beneficial ownership of such Shares.
Percentage: Approximately 9.1% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,260,200
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,260,200
---------------------- ----------------------
CUSIP No. 197627102 13D Page 21 of 34 Pages
---------------------- ----------------------
(c) None of Mr. Cohen, Mr. Stark, Mr. Strauss or Mr. Solomon have
entered into any transactions in the Shares in the past 60 days. The
transactions in the Common Stock in the past 60 days on behalf of Parche, RCG
Ambrose, RCG Halifax and Ramius Master are set forth in Schedule A and are
incorporated by reference.
(d) No person other than the Reporting Persons is known to have the
right to receive, or the power to direct the receipt of dividends from, or
proceeds from the sale of, such shares of the Common Stock.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
On January 9, 2007, Parche, RCG Ambrose, RCG Halifax, Ramius Master,
Admiral Advisors, Ramius Advisors, Ramius Capital, C4S, Mr. Cohen, Mr. Solomon,
Mr. Stark and Mr. Strauss entered into a Joint Filing Agreement (the "Joint
Filing Agreement") in which the parties agreed to the joint filing on behalf of
each of them of statements on Schedule 13D with respect to the securities of the
Issuer to the extent required by applicable law. The Joint Filing Agreement is
attached as an exhibit hereto and is incorporated herein by reference.
Other than as described herein, there are no contracts,
arrangements, understandings or relationships among the Reporting Persons, or
between the Reporting Persons and any other person, with respect to the
securities of the Issuer.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement by and among Parche, RCG Ambrose, RCG
Halifax, Ramius Master, Admiral Advisors, Ramius Advisors, Ramius
Capital, C4S, Mr. Cohen, Mr. Stark, Mr. Solomon and Mr. Strauss,
dated January 9, 2007.
2. Letter from Ramius Capital to the Chairman of the Board,
President and Chief Executive Officer of the Issuer, dated
January 9, 2007.
3. Power of Attorney for Peter A. Cohen, Morgan B. Stark, Thomas W.
Strauss and Jeffrey M. Solomon, dated March 11, 2005.
---------------------- ----------------------
CUSIP No. 197627102 13D Page 22 of 34 Pages
---------------------- ----------------------
SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: January 9, 2007
PARCHE, LLC RAMIUS MASTER FUND, LTD.
By: Admiral Advisors, LLC, its managing By: Ramius Advisors, LLC
member its investment manager
By: Ramius Capital Group, L.L.C.
RCG AMBROSE MASTER FUND LTD. its managing member
By: Ramius Capital Group, L.L.C.,
its investment manager ADMIRAL ADVISORS, LLC
By: C4S & Co., L.L.C., By: Ramius Capital Group, L.L.C., its
its managing member managing member
RCG HALIFAX FUND LTD. RAMIUS ADVISORS, LLC
By: Ramius Capital Group, L.L.C., By: Ramius Capital Group, L.L.C., its
its investment manager managing member
By: C4S & Co., L.L.C.,
its managing member RAMIUS CAPITAL GROUP, L.L.C.
By: C4S & Co., L.L.C.,
as managing member
C4S & CO., L.L.C.
By: /s/ Jeffrey M. Solomon
--------------------------------
Name: Jeffrey M. Solomon
Title: Authorized Signatory
JEFFREY M. SOLOMON
/s/ Jeffrey M. Solomon
------------------------------------
Individually and as attorney-in-fact
for Peter A. Cohen, Morgan B. Stark and
Thomas W. Strauss
---------------------- ----------------------
CUSIP No. 197627102 13D Page 23 of 34 Pages
---------------------- ----------------------
SCHEDULE A
----------
Transactions in the Shares During the Past 60 Days
--------------------------------------------------
Shares of Common Stock Price Per Date of
Purchased Share($) Purchase
---------------------- --------- --------
PARCHE, LLC
-----------
138,680* 19.35000 1/08/07
79,460 19.34090 1/08/07
37,180 19.34720 1/09/07
RCG AMBROSE MASTER FUND, LTD.
-----------------------------
35,070 18.80186 11/6/06
7,000 18.80000 11/20/06
672 18.80000 11/30/06
3,178 18.85661 12/4/06
6,500 18.86000 12/6/06
5,200 19.09975 12/26/06
429 19.09000 12/27/06
33,241 19.10000 12/29/06
51,649 19.34090 1/8/07
24,167 19.34720 1/9/07
RCG HALIFAX FUND, LTD.
----------------------
25,050 18.80186 11/6/06
5,000 18.80000 11/20/06
480 18.80000 11/30/06
2,270 18.85661 12/4/06
4,500 18.86000 12/6/06
3,600 19.09975 12/26/06
297 19.09000 12/27/06
* Shares were acquired in private transactions with various transferors for
which Ramius Capital Group, LLC or an affiliate serves as the investment
manager, the managing member or the managing member of the investment manager.
---------------------- ----------------------
CUSIP No. 197627102 13D Page 24 of 34 Pages
---------------------- ----------------------
23,013 19.10000 12/29/06
35,757 19.34090 1/8/07
16,731 19.34720 1/9/07
RAMIUS MASTER FUND, LTD
-----------------------
137,775 18.80186 11/6/06
27,500 18.80000 11/20/06
2,640 18.80000 11/30/06
12,485 18.85661 12/4/06
29,000 18.86000 12/6/06
23,200 19.09975 12/26/06
1,914 19.09000 12/27/06
148,306 19.10000 12/29/06
230,434 19.34090 1/8/07
107,822 19.34720 1/9/07
---------------------- ----------------------
CUSIP No. 197627102 13D Page 25 of 34 Pages
---------------------- ----------------------
SCHEDULE B
----------
DIRECTORS AND OFFICERS OF RCG AMBROSE MASTER FUND LTD.
Name and Position Principal Occupation Principal Business Address
----------------- -------------------- --------------------------
Mark Mitchell Executive Managing Director 666 Third Avenue
Director of Ramius Capital Group, 26th Floor
L.L.C. New York, New York 10017
Jeffrey M. Solomon Managing Member of C4S & 666 Third Avenue
Director Co., L.L.C., which is the 26th Floor
Managing Member of Ramius New York, New York 10017
Capital Group, L.L.C.
CFS Company Ltd. Nominee Company registered c/o Citco Fund Services
Director with Cayman Islands (Cayman Islands) Limited
Monetary Authority and is Corporate Center
affiliated with West Bay Road
Administrator of the Fund Grand Cayman, Cayman
Islands
British West Indies
CSS Corporation Ltd. Affiliate of the c/o Citco Fund Services
Secretary Administrator of the Fund (Cayman Islands) Limited
Corporate Center
West Bay Road
Grand Cayman, Cayman
Islands
British West Indies
---------------------- ----------------------
CUSIP No. 197627102 13D Page 26 of 34 Pages
---------------------- ----------------------
DIRECTORS AND OFFICERS OF RCG HALIFAX FUND LTD.
Name and Position Principal Occupation Principal Business Address
----------------- -------------------- --------------------------
Morgan B. Stark Managing Member of C4S & 666 Third Avenue
Director Co., L.L.C., which is the 26th Floor
Managing Member of Ramius New York, New York 10017
Capital Group, L.L.C.
Jeffrey M. Solomon Managing Member of C4S & 666 Third Avenue
Director Co., L.L.C., which is the 26th Floor
Managing Member of Ramius New York, New York 10017
Capital Group, L.L.C.
CFS Company Ltd. Nominee Company registered c/o Citco Fund Services
Director with Cayman Islands (Cayman Islands) Limited
Monetary Authority and is Corporate Center
affiliated with West Bay Road
Administrator of the Fund Grand Cayman, Cayman
Islands
British West Indies
CSS Corporation Ltd. Affiliate of the c/o Citco Fund Services
Secretary Administrator of the Fund (Cayman Islands) Limited
Corporate Center
West Bay Road
Grand Cayman, Cayman
Islands
British West Indies
---------------------- ----------------------
CUSIP No. 197627102 13D Page 27 of 34 Pages
---------------------- ----------------------
DIRECTORS AND OFFICERS OF RAMIUS MASTER FUND, LTD.
Name and Position Principal Occupation Principal Business Address
----------------- -------------------- --------------------------
Morgan B. Stark Managing Member of C4S & 666 Third Avenue
Director Co., L.L.C., which is the 26th Floor
Managing Member of Ramius New York, New York 10017
Capital Group, L.L.C.
Marran Ogilvie General Counsel of Ramius 666 Third Avenue
Director Capital Group, L.L.C. 26th Floor
New York, New York 10017
CFS Company Ltd. Nominee Company registered c/o Citco Fund Services
Director with Cayman Islands (Cayman Islands) Limited
Monetary Authority and is Corporate Center
affiliated with West Bay Road
Administrator of the Fund Grand Cayman, Cayman
Islands
British West Indies
CSS Corporation Ltd. Affiliate of the c/o Citco Fund Services
Secretary Administrator of the Fund (Cayman Islands) Limited
Corporate Center
West Bay Road
Grand Cayman, Cayman
Islands
British West Indies
---------------------- ----------------------
CUSIP No. 197627102 13D Page 28 of 34 Pages
---------------------- ----------------------
EXHIBIT INDEX
Exhibit Page
------- ----
1. Joint Filing Agreement by and among Parche, RCG Ambrose,
RCG Halifax, Ramius Master, Admiral Advisors, Ramius
Advisors, Ramius Capital, C4S, Mr. Cohen, Mr. Stark, Mr.
Solomon and Mr. Strauss, dated January 9, 2007. 29
3. Letter from Ramius Capital to the Chairman of the Board,
President and Chief Executive Officer of the Issuer, dated
January 9, 2007. 30 to 33
4. Power of Attorney for Peter A. Cohen, Morgan B. Stark,
Thomas W. Strauss and Jeffrey M. Solomon, dated March 11,
2005. 34
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CUSIP No. 197627102 13D Page 29 of 34 Pages
---------------------- ----------------------
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the Securities
Exchange Act of 1934, as amended, the persons named below agree to the joint
filing on behalf of each of them of a Statement on Schedule 13D dated January 9,
2007 (including amendments thereto) with respect to the Common Stock of Columbia
Equity Trust, Inc. This Joint Filing Agreement shall be filed as an Exhibit to
such Statement.
Dated: January 9, 2007
PARCHE, LLC RAMIUS MASTER FUND, LTD.
By: Admiral Advisors, LLC, its By: Ramius Advisors, LLC
managing member its investment manager
By: Ramius Capital Group, L.L.C.
RCG AMBROSE MASTER FUND LTD. its managing member
By: Ramius Capital Group, L.L.C.,
its investment manager ADMIRAL ADVISORS, LLC
By: C4S & Co., L.L.C., By: Ramius Capital Group, L.L.C.,
its managing member its managing member
RCG HALIFAX FUND LTD. RAMIUS ADVISORS, LLC
By: Ramius Capital Group, L.L.C., By: Ramius Capital Group, L.L.C.,
its investment manager its managing member
By: C4S & Co., L.L.C.,
its managing member RAMIUS CAPITAL GROUP, L.L.C.
By: C4S & Co., L.L.C.,
as managing member
C4S & CO., L.L.C.
By: /s/ Jeffrey M. Solomon
------------------------
Name: Jeffrey M. Solomon
Title: Authorized Signatory
JEFFREY M. SOLOMON
/s/ Jeffrey M. Solomon
------------------------------------
Individually and as attorney-in-fact
for Peter A. Cohen, Morgan B. Stark
and Thomas W. Strauss
---------------------- ----------------------
CUSIP No. 197627102 13D Page 30 of 34 Pages
---------------------- ----------------------
RAMIUS CAPITAL GROUP L.L.C.
666 THIRD AVENUE, 26TH FLOOR
NEW YORK, NEW YORK 10017
January 9, 2007
Mr. Oliver T. Carr, III
Chairman of the Board, President
and Chief Executive Officer
1750 H Street, N.W.
Suite 500
Washington, D.C. 20006
Ladies and Gentlemen,
Ramius Capital Group L.L.C. and certain affiliated entities ("we" or "Ramius")
own 1,260,200 shares of Columbia Equity Trust, Inc. ("Columbia" or the
"Company") as of January 9, 2007, which represents approximately 9.1% of the
Company's outstanding common shares. We are writing to inform you that Ramius
does not support the acquisition of Columbia by SSPF/CET Operating Company LLC
("SSPF/CET") at a price of $19.00 per share (the "Acquisition"). We currently
intend, at a minimum, to vote against the Acquisition at Columbia's upcoming
special meeting of stockholders scheduled to be held on February 26, 2007.
We believe that the background to the Acquisition, as described in the
preliminary proxy statement filed by Columbia with the Securities and Exchange
Commission (the "SEC") on December 22, 2006 (the "Proxy Statement"),
demonstrates that the Columbia Board of Directors (the "Board") disregarded its
fiduciary duty to stockholders and that the process that led to the signing of
the merger agreement with SSPF/CET was seriously flawed. This process was not
designed to obtain the highest possible sale price for Columbia stockholders,
but rather to transfer control of the Company to senior management and its
partner, JPMorgan Chase Bank, N.A. We believe that Columbia is worth more than
$19.00 per share in the current real estate merger and acquisition market and
that Columbia should either seek to negotiate a higher price with SSPC/CET or
conduct a broad auction of Columbia if Columbia stockholders reject the
Acquisition.
Simply put, the Proxy Statement makes it clear to us that Columbia's Board of
Directors (the "Board") failed in its duty to maximize value for stockholders of
Columbia not affiliated with the management of Columbia. Specifically, the Board
failed stockholders as follows:
(1) The Board made an error by not shopping Columbia to more than one buyer. It
is inexplicable that the Board did not instruct Columbia's investment banker,
Wachovia Securities ("Wachovia"), to encourage "Company A", "Company B",
"Company C" or "Company D" (as those entities are indentified in the Proxy
Statement) to make a bid for Columbia while Columbia was negotiating with
SSPF/CET. Columbia was not subject to any exclusivity arrangement with SSPF/CET
at the time and these entities had previously expressed enough interest in
Columbia to warrant a belief that one or more may have competed with SSPF/CET.
---------------------- ----------------------
CUSIP No. 197627102 13D Page 31 of 34 Pages
---------------------- ----------------------
Moreover, we believe that Columbia's management and Wachovia, at a minimum,
could easily have approached a small set of additional likely bidders for
Columbia that would have created a competitive bidding environment resulting in
maximum current value for Columbia stockholders. Frankly, the disclosures in the
Proxy Statement lead us to believe that the Board favored the SSPF/CET
transaction and did not explore other bidders because of the value that
Columbia's management will receive from an ongoing association with SSPF/CET
after the Acquisition.
(2) The five non-management Board members (the "Independent Committee") on
September 8, 2006 instructed Columbia's "Senior Executive Officers" to help
negotiate the merger agreement with SSPF/CET. We believe this was inappropriate
given that Columbia's management was separately negotiating lucrative new
economic arrangements with SSPF/CET concerning the terms of management's
continued association with SSPF/CET after the Acquisition closes. Under these
circumstances, it would have been customary and far more preferable for the
Independent Committee to conduct sale negotiations without any influence from
Columbia senior executives who are essentially part of the buyout group. At
best, Columbia management's incentive to negotiate the highest possible price
out of SSPF/CET was diluted by its future economic interests in SSPC/CET and
"New Deal LLC" (an entity that gives Columbia management attractive upside to
successful new investments made by SSPF/CET or Columbia after the closing of the
Acquisition). At worst, Columbia management appears to have facilitated Columbia
signing a merger agreement that undervalues Columbia to the benefit of SSPF/CET
and management, itself.
(3) The Independent Committee should have realized that management was not
acting in a manner designed to maximize the value of Columbia for all
stockholders. The best evidence of this is the fact that management waited until
October 18, 2006 to inform the full Board that there were "recent unsolicited
inquiries from Company B, Company C and Company D". As of October 18, 2006, the
inquiry from Company B was not "recent" - it was seventy-seven days old! A
serious inquiry from Company D, a company interested in buying all of Columbia,
appears to have been kept from the full Board for six days despite the fact that
negotiations with SSPF/CET by mid-October 2006 were at an advanced stage. It
should have been obvious to the Independent Committee from such inquiries that
these contacts were a sign that there was more upside than downside in pursuing
an auction of the Company and that there were likely many potential serious
bidders for Columbia.
(4) The Board made a mistake in accepting at face value that $19.00 was
SSPF/CET's highest bid price. This price was first offered by SSPF/CET on June
26, 2006. From June 26, 2006 until November 3, 2006 (the last trading day prior
to the signing of the merger agreement), the Bloomberg REIT index increased by
14.1% and the U.S. Government ten year bond yield fell by 52 basis points. These
important fundamental data points suggest to us that SSPF/CET's valuation of
Columbia should have increased over this time period and that the Board should
have demanded a higher price. The Proxy Statement indicates that the Board was
concerned that SSPF/CET's advisor, JPMorgan Asset Management ("JPMAM"), would
react negatively to a demand for a higher price and perhaps would have
terminated discussions. We find this to be implausible. It appears to us that
the Independent Committee was blind to or ignored the increasing strength of
Columbia's bargaining position.
The net result of the Board's failure to fulfill its fiduciary duties and its
disregard for the best interests of Columbia's stockholders is a merger
agreement that does not deliver full value for Columbia's stockholders. A price
of $19.00 per share represents an approximate 6.23% capitalization rate ("cap
---------------------- ----------------------
CUSIP No. 197627102 13D Page 32 of 34 Pages
---------------------- ----------------------
rate") using management's estimates for projected twelve month forward net
operating income.[1] However, this cap rate is high in relation to the recently
announced sale of Equity Office Properties ("EOP") which was transacted at a cap
rate of approximately 5.45%[2] despite the fact that (i) EOP's large size made
it difficult for EOP to create a truly competitive auction in its sale process
and (ii) EOP's current debt cost is meaningfully higher than Columbia's.[3] In
addition, Columbia recently sold one of its lower quality, class B properties
(Greenbrier) at a cap rate of 6.21% - essentially the same cap rate that is
being applied to Columbia's full portfolio in the Acquisition - despite the fact
that Columbia's portfolio is approximately half class A exposure and is financed
with below market fixed rate debt.[4] Similarly, using Wachovia's analysis from
the Proxy Statement, we estimate that an 8.00% Weighted Average Cost of Capital
(WACC) is necessary to generate a Discounted Cash Flow (DCF) valuation for
Columbia of $19.00 per share.[5] An 8.00% WACC can only be reconciled in a
traditional Capital Asset Pricing Model with Columbia's low weighted average
cost of debt if we use either an unreasonably high beta or an unreasonably high
equity risk premium. In addition, we estimate that EOP at $48.50 is being sold
at a price that implies a WACC of approximately 7.00%.[6] As an example of the
leverage of Columbia's DCF value to a lower discount factor, Wachovia estimated
that a 7.75% WACC for Columbia is associated with a DCF valuation of $20.95.
While estimating the proper cap rate or WACC for a REIT like Columbia is an
inexact science, the Proxy Statement suggests to us that a cap rate of less than
6% and deal price with a WACC of less than 8% was attainable for Columbia and
that the Acquisition will create unjustifiably attractive economics for JPMAM
and Columbia's management.
We are also concerned by the lack of full and complete disclosure of the new
executive compensation agreements that SSPF/CET has signed with Columbia
management. The Proxy Statement makes reference to "new employment agreements
and new equity-based incentive arrangements with SSPF/CET" without precisely
describing these agreements. We believe these arrangements may be overly
generous to management and believe they must be immediately and fully disclosed
to stockholders.
Given this background, Ramius calls on the Independent Committee to seek to
negotiate a higher price with SSPF/CET that is more appropriate given the
current real estate merger and acquisition market. If that fails, then the
Independent Committee should commence a full and fair auction if Columbia
stockholders reject the Acquisition. We also call on the Board to immediately
provide stockholders with full disclosure about management's new employment and
incentive arrangements with SSPF/CET. Lastly, we put the Board on notice that it
should not enter into any new agreements of any kind with management or JPMAM
that will make it more difficult or expensive for an alternative acquirer of
Columbia that is willing to pay a price that is greater than the value in the
Acquisition.
If you have any questions, please do not hesitate to call me at (212) 845-7988.
Very truly yours,
/s/ Mark R. Mitchell
------------------------------------
Mark R. Mitchell
Executive Managing Director
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CUSIP No. 197627102 13D Page 33 of 34 Pages
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cc: Board of Directors
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[1] The Proxy Statement discloses that Wachovia estimated Columbia's NAV to be
$15.34 at a 7% cap rate and $20.29 at a 6% cap rate. Assuming 15.223 million
fully diluted shares for Columbia, we estimate that these NAVs are consistent
with assumptions of twelve month forward Net Operating Income of $31.65 million
and Columbia net liabilities of $218.6 million.
[2] Estimated via linear interpolation using EOP's investment banker NAV range
of $45.63 to $49.06 which was associated with a 2007 cap rate range of 5.4% to
5.7% according to the EOP definitive proxy filed December 29, 2006.
[3] Columbia's "Third Quarter 2006 Supplemental Information" package discloses
that its weighted average cost of debt was 5.60% in the third quarter of 2006
(Adjusted for Columbia's Pro Rata Share of Joint Venture Debt). The Effective
Rate of EOP's "Weighted Average Consolidated and Pro Rata Share of
Unconsolidated Joint Venture Debt" was 6.30% according to EOP's third quarter of
2006 "Supplemental Operating and Financial Data" package.
[4] Greenbriar was purchased for $21,400,000. Columbia reported that Greenbriar
earned GAAP Net Operating Income of $332,231 in the third quarter of 2006.
[5] Estimated via linear interpolation using Wachovia's DCF valuation for
Columbia of $20.95 at a 7.75% WACC and a DCF valuation of $15.19 at a 8.50%
WACC.
[6] Extrapolated from EOP's investment banker's DCF valuation for EOP of $46.11
per share using a 7.25% WACC and a DCF valuation of $41.34 using a 7.75% WACC.
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CUSIP No. 197627102 13D Page 34 of 34 Pages
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POWER OF ATTORNEY
The undersigned hereby appoints Peter A. Cohen, Morgan B. Stark, Thomas W.
Strauss and Jeffrey M. Solomon, or any of them, his true and lawful attorney-in
fact and agent to execute and file with the Securities and Exchange Commission
any Schedule 13D, Schedule 13G, any amendments thereto and any related
documentation which may be required to be filed in his individual capacity as a
result of the undersigned's beneficial ownership of, or participation in a group
with respect to, securities directly or indirectly beneficially owned by Ramius
Capital Group, LLC or any of its affiliates, and granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing which he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent may lawfully do or cause to
be done by virtue hereof. The authority of Peter A. Cohen, Morgan B. Stark,
Thomas W. Strauss and Jeffrey M. Solomon, or any of them, under this Power of
Attorney shall continue with respect to the undersigned until the undersigned is
no longer required to file Schedule 13Ds or Schedule 13Gs unless revoked earlier
in writing.
Date: March 11, 2005
/s/ Peter A. Cohen
------------------------------------
Peter A. Cohen
/s/ Morgan B. Stark
------------------------------------
Morgan B. Stark
/s/ Jeffrey M. Solomon
------------------------------------
Jeffrey M. Solomon
/s/ Thomas W. Strauss
------------------------------------
Thomas W. Strauss