SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 21, 2004
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CAPITAL TRUST, INC.
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(Exact Name of Registrant as specified in its charter)
Maryland 1-14788 94-6181186
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
410 Park Avenue, 14th Floor, New York, NY 10022
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 655-0220
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N/A
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(Former name or former address, if changed since last report):
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 Press Release, dated June 21, 2004.
Item 9. Regulation FD Disclosure.
On June 21, 2004, Capital Trust, Inc. (the "Company") issued a press
release announcing that it had completed the second closing of the direct public
offering of its class A common stock, par value $0.01 per share (the "Common
Stock"), and warrants (the "Warrants"), to designated controlled affiliates of
W. R. Berkley Corporation ("Berkley"). Pursuant to a Securities Purchase
Agreement (the "Purchase Agreement") signed May 11, 2004, Berkley bought 325,000
shares of Common Stock for a total purchase price of $7,605,000. In addition,
the previously issued Warrants became exercisable on June 17, 2004 when the
issuance of the underlying shares was approved by shareholders at the Company's
annual meeting. The Warrants have an exercise price of $23.40 per share and
expire on December 31, 2004. On May 11, 2004, pursuant to the Purchase
Agreement, the Company sold 1,310,000 shares of Common Stock and the Warrants to
purchase 365,000 shares of Common Stock to Berkley for a total price of
$30,654,000.
The press release is furnished herewith as Exhibit 99.1. The information
in Item 9 of this Current Report on Form 8-K, including the press release
attached as Exhibit 99.1 hereto, is being furnished pursuant to Item 9 and shall
not be deemed to be "filed" for the purposes of Section 18 of the Securities Act
of 1934, as amended, or otherwise subject to the liabilities of the section.
Such information shall not be incorporated by reference into any registration
statement or other document pursuant to the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CAPITAL TRUST, INC.
By: /s/ John R. Klopp
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Name: John R. Klopp
Title: Chief Executive Officer
Date: June 21, 2004
Exhibit Index
Exhibit Number Description
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99.1 Press Release, dated June 21, 2004.