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 30, 1997
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CAPITAL TRUST
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(Exact Name of Registrant as Specified in its Charter)
California 1-8063 94-6181186
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification
incorporation) No.)
131 Steuart Street, Suite 200
San Francisco, California 94105
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(Address of Principal Executive Offices) Zip Code)
(415) 905-0288
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(Registrant's Telephone Number, Including Area Code)
California Real Estate Investment Trust
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(Former name or former address, if changed since last report)
611524.1
ITEM 2. Acquisition or Disposition of Assets
On June 30, 1997, the Registrant completed an investment in a junior,
subordinated class of commercial mortgage-backed securities. The Registrant
purchased from Credit Suisse First Boston $49,592,351 face amount of Class B
Owner Trust Certificates (the "CMBS Investment") issued pursuant to the
Intercreditor Trust I Trust and Security Agreement, dated as of April 25, 1997,
among Credit Suisse First Boston Mortgage Securities Corp., as depositor, Credit
Suisse First Boston Mortgage Capital LLC, as investment director, The Chase
Manhattan Bank, as owner trustee, and SunAmerica Life Insurance Company and
Anchor National Life Insurance Company, each as secured party. The CMBS
Investment was structured to provided an effective yield of a specified number
of basis points over LIBOR (as defined) based on specified base case modeling
assumptions. The CMBS Investment is secured by 20 short-term commercial mortgage
loans with original maturities ranging from two to three years which loans are
secured, directly or indirectly, by properties located throughout the United
States.
The purchase price for the CMBS Investment was $49,173,915, plus accrued
interest of $159,012. The purchase price was financed in part pursuant to a
reverse repurchase agreement that was entered into with Credit Suisse First
Boston (Hong Kong) Limited ("CSFBHKL") immediately following confirmation of the
purchase transaction. Pursuant to the reverse repurchase agreement, the
Registrant posted 25% of the purchase price (approximately $12,292,557) from
available cash sources as maintenance margin and received an extension of credit
from CSFBHKL for the remaining 75% balance (approximately $36,881,359). The
outstanding margin debt bears interest payable monthly in arrears at a rate of
LIBOR (as defined) plus a specified number of basis points. The reverse
repurchase agreement expires on June 28, 1998, provided that the term may be
extended for additional three month periods by mutual agreement of the parties.
The purchase price was arrived at through arms length negotiations.
ITEM 5. Other Events
On July 15, 1997, the Registrant issued press releases, copies of which are
attached hereto as Exhibits 99.1 and 99.2 announcing, among other things, the
results of its annual meeting of shareholders held on July 15, 1997 and the CMBS
Investment discussed in Item 2 above. At the meeting, all matters submitted for
the approval of shareholders were approved and all of the Registrant's nominees
for trustee were elected trustees of the Registrant.
Following the annual meeting, the amended and restated declaration of trust
(the "Restated Declaration"), which was approved by the shareholders, was
executed by the chairman of the board and the secretary of the Registrant
whereupon it came into effect. The Registrant's By-laws came into effect upon
the approval and execution of the Restated Declaration. A copy of the Restated
Declaration and the Bylaws are attached hereto as Exhibits 3.1 and 3.2,
respectively.
611524.1
The 1997 Long-Term Incentive Share Plan (the "Incentive Plan") and 1997
Non-Employee Trustee Share Plan (the "Trustee Plan") were also approved by the
shareholders at the annual meeting whereupon they became effective. A copy of
the Incentive Plan and the Trustee Plan are attached hereto as Exhibits 10.1 and
10.2, respectively.
ITEM 7. Financial Statements and Exhibits.
(c) Exhibits.
3.1 Amended and Restated Declaration of Trust of the Registrant, as
amended through July 15, 1997.
3.2 By-laws of the Registrant.
4.1 Certificate of Designation, Preferences and Rights of the Class A
9.5% Cumulative Preferred Shares and the Class B 9.5% Cumulative
Convertible Non-Voting Preferred Shares.
10.1 1997 Long-Term Incentive Share Plan, as amended.
10.2 1997 Non-Employee Trustee Share Plan, as amended.
99.1. Press release of the Registrant, dated July 15, 1997.
99.2. Press release of the Registrant, dated July 15, 1997.
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
(Registrant)
Date: July 15, 1997 By: /s/ John R. Klopp
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Name: John R. Klopp
Title: Chief Executive Officer
611524.1