As filed with the Securities and Exchange Commission on October 30, 2001
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Capital Trust, Inc.
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(Name of Issuer)
Class A Common Stock, par value $0.01 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
14052H100
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(CUSIP Number)
Michael L. Zuppone, Esq.
Paul, Hastings, Janofsky & Walker LLP
399 Park Avenue
New York, New York 10022
(212) 318-6906
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 7, 2001
---------------------------------------------------------
(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
|_|.
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 ("Act") 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).
SCHEDULE 13D
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CUSIP No. 14052H100 Page 2 of 12 Pages
---------------------- ----------------------
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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Crocker-CT General Partnership
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) |_|
2 (B) |X|
--------------------------------------------------------------------------------
SEC USE ONLY
3
--------------------------------------------------------------------------------
SOURCE OF FUNDS
4
OO
--------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
5
--------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Illinois
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NUMBER OF
SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED BY 209,711
EACH
REPORTING -----------------------------------------------------------------
PERSON
WITH 8 SHARED VOTING POWER
0
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
209,711
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
209,711
--------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
12
--------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 1.1%
--------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14 PN
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SCHEDULE 13D
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CUSIP No. 14052H100 Page 3 of 12 Pages
---------------------- ----------------------
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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Douglas Crocker II
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) |_|
2 (B) |X|
--------------------------------------------------------------------------------
SEC USE ONLY
3
--------------------------------------------------------------------------------
SOURCE OF FUNDS
4
OO
--------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
5
--------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
--------------------------------------------------------------------------------
NUMBER OF
SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING -----------------------------------------------------------------
PERSON
WITH 8 SHARED VOTING POWER
209,711
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
209,711
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
209,711
--------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
12
--------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 1.1%
--------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14 IN
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SCHEDULE 13D
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CUSIP No. 14052H100 Page 4 of 12 Pages
---------------------- ----------------------
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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cindy McHugh
--------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) |_|
2 (B) |X|
--------------------------------------------------------------------------------
SEC USE ONLY
3
--------------------------------------------------------------------------------
SOURCE OF FUNDS
4
OO
--------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
5
--------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
--------------------------------------------------------------------------------
NUMBER OF
SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING -----------------------------------------------------------------
PERSON
WITH 8 SHARED VOTING POWER
209,711
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
209,711
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
209,711
--------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
12
--------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 1.1%
--------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14 IN
--------------------------------------------------------------------------------
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CUSIP No. 14052H100 Page 5 of 12 Pages
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Item 1. Security and Issuer.
-------------------
The title of the class of equity securities to which this statement
relates is Class A Common Stock, par value $0.01 per share ("Class A Common
Stock") of Capital Trust, Inc., a Maryland corporation (the "Issuer"). The
principal executive office of the Issuer is located at 410 Park Avenue, 14th
Floor, New York, New York 10022.
Item 2. Identity and Background.
-----------------------
This Schedule 13D is filed by the Reporting Persons (as defined below)
pursuant to Rule 13d-1(k)(2) under the Securities Exchange Act of 1934, as
amended.
The Reporting Persons are:
(i) Crocker-CT General Partnership, an Illinois general
partnership ("Crocker-CT");
(ii) Mr. Douglas Crocker ("Crocker"), who is a general partner of
Crocker-CT; and
(iii)Ms. Cindy McHugh ("McHugh"), who is a general partner of
Crocker-CT.
Crocker and McHugh are the sole general partners of Crocker-CT.
Crocker-CT:
----------
(a) Name: Crocker-CT General Partnership
(b) Address of Principal Place of Business and Office: 445 E. North
Water Street Apt. 605, Chicago, Illinois 60611
(c) Principal Business: To hold investments
(d) State of Organization: Illinois
Crocker:
-------
(a) Name: Douglas Crocker
(b) Address: 445 E. North Water Street Apt. 605, Chicago, Illinois
60611
(c) Occupation: President and CEO, Equity Residential Properties
Trust
(d) Crocker is a United States citizen.
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CUSIP No. 14052H100 Page 6 of 12 Pages
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McHugh:
------
(a) Name: Cindy McHugh
(b) Address: 445 E. North Water Street Apt. 605, Chicago, Illinois
60611
(c) Occupation: Senior Vice President of Investor Relations, Equity
Group Investments, L.L.C.
(d) McHugh is a United States citizen.
None of the Reporting Persons, during the past five years, have been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a 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 judgement, decree or final order enjoining future
violations of, prohibiting or mandating activities subject to, Federal or State
securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Upon consummation of the Separation Transaction (as defined below),
Crocker-CT acquired direct beneficial ownership of 209,711 shares of Class A
Common Stock that were previously directly beneficially owned by VFC (as defined
below), a number of shares equal to the number of shares in which Crocker held a
pecuniary interest prior to such transaction. Crocker-CT acquired its shares of
Class A Common Stock as a capital contribution to such partnership made by VFC
in consideration of VFC's partnership interest in such partnership. Such
partnership interest was subsequently distributed and assigned to Crocker and
McHugh (the sole current partners admitted into Crocker-CT) in connection with
the redemption of such current partners' limited liability company interests
then held in VFC as described in Item 5.
Item 4. Purpose of Transaction.
----------------------
On March 8, 2000, the Issuer entered into a strategic relationship with
Citigroup Investments Inc., a Delaware corporation ("CIG"), pursuant to which,
among other things, their respective affiliates would co-sponsor, commit to
invest capital in and manage high yield commercial real estate mezzanine
investment opportunity funds ("Mezzanine Funds").
The strategic relationship is governed by a venture agreement, dated as
of March 8, 2000, as amended, (the "Venture Agreement"), amongst Travelers
Limited Real Estate Mezzanine Investments I, LLC, a Delaware limited liability
company ("Limited REMI I"), Travelers General Real Estate Mezzanine Investments
II, LLC, a Delaware limited liability company ("General REMI II"), Travelers
Limited Real Estate Mezzanine Investments II, LLC, a Delaware limited liability
company ("Limited REMI II" and together with Limited REMI I and General REMI II,
the "CIG Parties"), CT-F1, LLC, a Delaware limited liability company ("CT-F1"),
CT-
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CUSIP No. 14052H100 Page 7 of 12 Pages
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F2-GP, LLC, a Delaware limited liability company ("CT-F2-GP"), CT-F2-LP, LLC, a
Delaware limited liability company ("CT-F2-LP"), CT Investment Management Co.,
LLC, a Delaware limited liability company ("CTIMCO" and together with CT-F1,
CT-F2-GP and CT-F2-LP, the "CT Parties") and the Issuer. The CIG Parties are
affiliates of CIG and the CT Parties are wholly owned subsidiaries of the
Issuer.
Pursuant to the Venture Agreement, the Issuer has agreed as soon as
possible to take, and submit to stockholders for approval, the steps necessary
for it to be taxed as a real estate investment trust ("REIT Tax Matters") on
terms mutually satisfactory to the Issuer and the CIG Parties subject to changes
in law, acts of God or force majeure, or good faith inability to meet the
requisite qualifications.
In connection with the Venture Agreement, Crocker, McHugh and Crocker-CT
entered into a stockholder approval agreement with General REMI II (the
"Stockholder Approval Agreement"). Pursuant to the agreement, each Reporting
Person signatory thereto agreed, subject to certain limitations contained
therein in the case of any Reporting Person who is an officer or director of the
Issuer, to vote its shares of Class A Common Stock in favor of, among other
things, any REIT Tax Matter submitted for stockholder approval. A copy of the
Stockholder Approval Agreement is attached hereto as Exhibit 2 and is
incorporated herein by reference.
On March 8, 2000, pursuant to the Venture Agreement, the Issuer issued a
stock purchase warrant to purchase 4,250,000 shares of Class A Common Stock
which was ultimately transferred to Limited REMI I (the "Limited REMI I
Warrant"). In addition, on April 9, 2001, May 29, 2001 and August 7, 2001,
pursuant to the Venture Agreement, the Issuer issued stock purchase warrants to
purchase, in the aggregate, 4,278,467 shares of Class A Common Stock which were
ultimately transferred to General REMI II (the "General REMI II Warrants" and,
together with the Limited REMI I Warrant, the "Warrants"). The Warrants were
issued in connection with the organization and capitalization of CT Mezzanine
Partners I LLC and CT Mezzanine Partners II LP, the first two Mezzanine Funds
sponsored pursuant to the Venture Agreement.
The Reporting Persons intend to hold the shares of Class A Common Stock
reported herein for investment purposes, but reserve the right to consider
various alternatives for their investment in the Issuer including pursuing or
advancing:
(a) the acquisition by any person of additional securities of the Issuer
or the disposition of securities of the Issuer; (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries; (c) a sale or transfer
of a material amount of assets of the Issuer or any of its subsidiaries;
(d) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any
material change in the present capitalization or dividend policy of the
Issuer; (f) any other material change in the Issuer 's business or
corporate structure; (g) any changes in the Issuer 's charter or by-laws
or other actions which may impede the
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CUSIP No. 14052H100 Page 8 of 12 Pages
---------------------- ----------------------
acquisition of control of the Issuer by any person; (h) causing a
class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association; (i) causing a class of equity securities of the Issuer
to become eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or (j) any action similar to those
enumerated above.
Except as described in this Item 4, none of the Reporting Persons has
formulated any plans or proposals which relate to or would result in any of the
foregoing actions. The Reporting Persons' determination with respect to the
foregoing actions will depend upon various factors, including, but not limited
to, the Reporting Persons' evaluation of the Issuer and its prospects, general
market and economic conditions (including conditions affecting the capital
market and real estate market in general), other opportunities available to the
Reporting Persons and other factors the Reporting Persons may deem relevant to
their investment decision.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) and (b) The aggregate percentage of shares of Class A Common Stock
reported beneficially owned by the Reporting Persons as of the date of filing of
this Schedule 13D is based upon 18,727,731 shares of Class A Common Stock issued
and outstanding as reported in the Issuer's report on Form 10-Q for the fiscal
year ended on June 30, 2001, as filed on August 13, 2001.
Crocker-CT holds of record and thereby directly beneficially owns and
has the sole direct power to vote and dispose of 209,711 shares of Class A
Common Stock (the "Crocker-CT Shares"). Crocker indirectly beneficially owns and
shares the indirect power to vote and dispose of the Crocker-CT Shares. McHugh
indirectly beneficially owns and shares the indirect power to vote and dispose
of the Crocker-CT Shares.
(c)Crocker-CT acquired its shares of Class A Common Stock in December
1999 in a series of coordinated transactions (the "Separation Transaction")
pursuant to which beneficial ownership of an aggregate of 1,467,979 of the
9,320,531 shares Class A Common Stock previously directly beneficially owned by
Veqtor Finance Company, L.L.C. ("VFC") was transferred to partnerships (the
"Other Partnerships") controlled by the former limited partners of Capital Trust
Investors Limited Partnership, an Illinois limited partnership and then a
managing member of VFC ("CTILP"). The Other Partnerships include: Crocker-CT;
Callahan-CT General Partnership, an Illinois general partnership
("Callahan-CT"); DRD Family Partnership LP, an Illinois limited partnership
("Dammeyer-CT"); GRG Investment Partnership LP, a Delaware limited partnership
("Garrabrant-CT"); and Rosenberg-CT General Partnership, an Illinois general
partnership ("Rosenberg-CT"). Beneficial ownership of an aggregate of 4,660,264
shares of the 9,320,531 shares of Class A Common Stock previously directly
beneficially owned by VFC prior to the Separation Transaction was transferred to
CMH Investment Partnership LP, a Delaware limited partnership ("Hatkoff LP") and
JRK Investment Partnership LP, a Delaware limited partnership ("Klopp LP"). Each
of the Other Partnerships,
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CUSIP No. 14052H100 Page 9 of 12 Pages
---------------------- ----------------------
Hatkoff LP and Klopp LP acquired direct beneficial ownership of such number of
shares of Class A Common Stock equal to the number of shares in which the
persons currently controlling such partnerships held an indirect pecuniary
interest prior to the Separation Transaction. VFC retained direct beneficial
ownership of 3,192,888 shares of Class A Common Stock which represents the
number of shares in which the persons controlling VFC after the Separation
Transaction held an indirect pecuniary interest prior to the Separation
Transaction.
The Separation Transaction was effected as follows. On December 2, 1999,
CTILP was dissolved whereupon the former partners thereof were distributed their
pro rata share of the common member interests in VFC owned by CTILP. Thereafter,
on December 6, 1999, the former CTILP partners (or their further assignees) were
admitted as members of VFC. After the foregoing dissolution and admission
transactions, the members of VFC included Crocker-CT, V2 Holdings LLC, a
Delaware limited liability company ("V2"), Zell General Partnership, Inc., an
Illinois corporation ("Zell GP"), two affiliates of Zell GP and the persons
currently controlling the Other Partnerships.
Thereafter, on December 6, 1999, VFC and Craig M. Hatkoff ("Hatkoff")
formed Hatkoff LP and VFC and John R. Klopp ("Klopp") formed Klopp LP. In
connection with such formation transactions, VFC contributed 2,330,132 shares of
Class A Common Stock as a capital contribution to each of Hatkoff LP and Klopp
LP in consideration of VFC's partnership interest in each such partnership. On
December 7, 1999, VFC redeemed the limited liability company interests in VFC
held by Hatkoff, a trust established by Hatkoff for the benefit of Hatkoff's
family, Klopp and a trust established by Klopp for the benefit of Klopp's family
(inasmuch as such persons had succeeded to the limited liability company
interests in VFC held by V2 and had been admitted as members of VFC on December
6, 1999 following the earlier dissolution of V2) in exchange for, in the case of
Hatkoff and his family trust, a distribution of VFC's entire interest in the
previously formed Hatkoff LP (to which a number of shares equal to Hatkoff's
indirect pecuniary interest prior to the Separation Transaction had been
transferred in connection with the foregoing contribution transactions), and in
the case of Klopp and his family trust, a distribution of VFC's interest in the
previously formed Klopp LP (to which a number of shares equal to Klopp's
indirect pecuniary interest prior to the Separation Transaction had been
transferred in connection with the foregoing contribution transactions).
Thereafter, on December 8, 1999, VFC separately formed the Other
Partnerships with the former limited partners of CTILP. In connection with such
formation transactions, VFC contributed 209,711, 209,711, 209,711 419,423 and
419,423 shares of Class A Common Stock as a capital contribution to Crocker-CT,
Callahan-CT, Dammeyer-CT, Garrabrant-CT and Rosenberg-CT, respectively, in
consideration of VFC's partnership interest in each such partnership.
Thereafter, on December 9, 1999, VFC redeemed the limited liability company
interests in VFC held by the former limited partners of CTILP and their
transferees, as applicable (inasmuch as such persons had succeeded to the
limited liability company interests in VFC held by CTILP and had been admitted
as members of VFC on December 6, 1999 following the earlier dissolution of
CTILP), in exchange for a distribution of VFC's entire interest in each of their
respective Other Partnerships (to which a number of shares equal to their
indirect pecuniary
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CUSIP No. 14052H100 Page 10 of 12 Pages
---------------------- ----------------------
interest prior to the Separation Transaction had been transferred in connection
with the foregoing contribution transactions).
Upon consummation of the Separation Transaction by means of the
foregoing transactions, Hatkoff LP, Klopp LP, VFC, Crocker-CT, Callahan-CT,
Dammeyer-CT, Garrabrant-CT and Rosenberg-CT acquired (or, in the case of VFC,
retained) direct beneficial ownership of such number of shares of Class A Common
Stock as is set forth opposite its name or identity below:
-------------------------------------------------------------
Person Shares
-------------------------------------------------------------
-------------------------------------------------------------
Hatkoff LP 2,330,132
-------------------------------------------------------------
Klopp LP 2,330,132
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VFC 3,192,288
-------------------------------------------------------------
Crocker-CT 209,711
-------------------------------------------------------------
Callahan-CT 209,711
-------------------------------------------------------------
Dammeyer-CT 209,711
-------------------------------------------------------------
Garrabrant-CT 419,423
-------------------------------------------------------------
Rosenberg-CT 419,423
-------------------------------------------------------------
As described in Item 4, the Reporting Persons and General REMI II have
entered into a Stockholder Approval Agreement governing the voting of Class A
Common Stock held by the Reporting Persons. General REMI II and certain of its
affiliates, including Limited REMI I, controlling or under common control with
General REMI II reported aggregate beneficial ownership of 8,528,467 shares of
Class A Common Stock issuable upon the exercise of the currently exercisable
Warrants. Such shares represent 31.3% of the outstanding shares of Class A
Common Stock (calculated in accordance with Rule 13d-3(d)(1)). The Reporting
Persons disclaim beneficial ownership of any shares of Class A Common Stock
beneficially owned by General REMI II and its affiliates. General REMI II and
its affiliates have disclaimed beneficial ownership of any shares of Class A
Common Stock held by the Reporting Persons.
To the best of knowledge of the Reporting Person, except as described in
Items 3, 4 and 5, none of the Reporting Persons has effected any transactions in
the Class A Common Stock during the period which commenced sixty days prior to
the date of the event which triggered the filing of this Schedule 13D and ends
on the date of the filing of this Schedule 13D.
(d)No other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares of Class
A Common Stock reported herein.
(e)Not applicable
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CUSIP No. 14052H100 Page 11 of 12 Pages
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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of Issuer.
---------------------------------------------------------------------
Except as set forth in Item 4 of this Schedule 13D, to the best
knowledge of the Reporting Persons, no contracts, arrangements, understandings
or relationships (legal or otherwise) exist among the Reporting Persons and any
other person with respect to the securities of the Issuer.
Item 7. Materials to be Filed as Exhibits.
---------------------------------
------------------------------------------------------------------------
Exhibit No. Description
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1. Joint Filing Agreement, dated October 30, 2001
------------------------------------------------------------------------
2. Stockholder Approval Agreement, dated as of
March 8, 2000, among Travelers General Real
Estate Mezzanine Investments II, LLC, Douglas
Crocker II, Cindy McHugh and Crocker-CT
General Partnership (filed as Exhibit O to the
Schedule 13D jointly filed by Citigroup Inc.
and other reporting persons identified therein
on August 17, 2001 and is incorporated herein
by reference).
------------------------------------------------------------------------
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Crocker-CT General Partnership
By: Douglas Crocker II and Cindy
McHugh, its general partners
/s/ Douglas Crocker II
--------------------------------
Douglas Crocker II
/s/ Cindy McHugh
--------------------------------
Cindy McHugh
/s/ Douglas Crocker
--------------------------------
DOUGLAS CROCKER
/s/ Cindy McHugh
--------------------------------
CINDY MCHUGH
Exhibit 1
CONSENT AND AGREEMENT TO JOINT FILING
Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the Rules and
Regulations of the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, each of the undersigned persons does hereby
consent to and agree to jointly file with the Securities and Exchange Commission
a Schedule 13D on behalf of each of them with respect to their beneficial
ownership of shares of class A common stock, par value $.01 per share, of
Capital Trust, Inc., a Maryland corporation, and any future amendments thereto
as may be required from time to time.
Dated: October 30, 2001
Crocker-CT General Partnership
By: Douglas Crocker II and Cindy
McHugh, its general partners
/s/ Douglas Crocker II
--------------------------------
Douglas Crocker II
/s/ Cindy McHugh
--------------------------------
Cindy McHugh
/s/ Douglas Crocker
--------------------------------
DOUGLAS CROCKER
/s/ Cindy McHugh
--------------------------------
CINDY MCHUGH