As filed with the Securities and Exchange Commission on March 13, 1998
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) February 27, 1998
CAPITAL TRUST
(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 No.)
incorporation)
605 Third Avenue, 26th Floor
New York, New York 10016
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(Address of principal executive offices) (Zip Code)
(212) 655-0220
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
ITEM 2. Acquisition or Disposition of Assets
On February 27, 1998, the Registrant originated and funded a $50
million three-year mezzanine loan (the "Mezzanine Loan") to the entities
(collectively, the "Borrower") which own the Dallas Galleria, a mixed-use
complex in Dallas, Texas comprised of three office towers aggregating
approximately 1.4 million square feet, an approximately 1.36 million square foot
four-story regional mall, a 431-room Westin hotel and 3.75 acres of developable
land (collectively, the "Property"). The Mezzanine Loan is secured by a pledge
of the ownership interests in the entities that own the Property.
The Mezzanine Loan bears interest at a fixed rate over LIBOR. In the
event cash flow is not available to service the Mezzanine Loan, a portion of the
interest may be accrued and added to principal. The Borrower may extend the
Mezzanine Loan for up to two one-year periods at a specified rate above LIBOR
upon achieving certain specified parameters (including payment of an extension
fee). The Mezzanine Loan was funded with existing cash.
The Mezzanine Loan is fully prepayable at any time after the first
three months. Any prepayment of the Mezzanine Loan prior to September 27, 1998
is subject to spread maintenance.
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: March 13, 1998 By: /s/ Edward L. Shugrue III
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Name: Edward L. Shugrue III
Title: Chief Financial Officer