UNITED STATES
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
January 28, 2008
Date of report (Date of earliest event reported)
CBRE REALTY FINANCE, INC.
(Exact Name of Registrant as Specified in Charter)
| | | | |
| Maryland | | 001-33050 | | 30-0314655 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
185 Asylum Street, 31st Floor Hartford, Connecticut | | 06103 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(860) 275-6200
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing of obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| x | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On January 28, 2008, CBRE Realty Finance, Inc. (the “Company”) received a letter (the “Arbor Letter”) from Arbor Realty Trust, Inc. (“Arbor”) providing the Company with notice of Arbor’s proposal to nominate certain persons to stand for election to the Company’s board of directors at the next annual or special meeting of stockholders of the Company at which directors are to be elected. A copy of the Arbor Letter is attached hereto as Exhibit 99.1.
On February 4, 2008, the Company issued a press release announcing that its board of directors has deemed Arbor’s notice of nomination of directors for election at the Company’s 2008 annual meeting of stockholders to have been timely delivered. A copy of the press release is attached hereto as Exhibit 99.2.
IMPORTANT INFORMATION AND WHERE TO FIND IT
The Company plans to file with the Securities and Exchange Commission (the “SEC”) and mail to its stockholders a proxy statement (the “2008 Proxy Statement”) relating to its 2008 annual meeting of stockholders, which has not yet been scheduled. The Company, its directors and certain of its officers may be deemed, under the SEC’s rules, to be participants in a solicitation of proxies from its stockholders in connection with the 2008 annual meeting of stockholders. Information regarding those directors and officers and their respective interests is set forth in the Schedule 14A filed by the Company with the SEC on February 4, 2008. Investors should read the 2008 Proxy Statement when it becomes available because it will contain important information. Investors can obtain the Schedule 14A and, after it is filed, will be able to obtain the 2008 Proxy Statement for free at the SEC’s website atwww.sec.gov and the Company’s website atwww.cbrerealtyfinance.com.
| Item 9.01. | Financial Statements and Exhibits. |
| | |
Exhibit No. | | Description |
| 99.1 | | Letter, dated January 28, 2008, from Arbor Realty Trust, Inc. |
| 99.2 | | Press Release, dated February 4, 2008 |
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.
Date: February 5, 2008
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| CBRE REALTY FINANCE, INC. |
| |
By: | | /s/ Michael Angerthal |
Name: | | Michael Angerthal |
Title: | | Chief Financial Officer |
