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 28, 2005
------------------
CAPITAL TRUST, INC.
-------------------
(Exact Name of Registrant as specified in its charter)
Maryland 1-14788 94-6181186
----------------------------- --------------- --------------------
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
410 Park Avenue, 14th Floor, New York, NY 10022
-----------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 655-0220
---------------
N/A
---------
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] 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))
Item 1.01 Entry Into a Material Definitive Agreement
On February 28, 2005, Capital Trust, Inc. (the "Company") executed the
Fourth Amendment to the Master Repurchase Agreement (the "Amendment") with
Goldman Sachs Mortgage Company and Commerzbank AG, New York Branch. The
Amendment amends the Master Repurchase Agreement, dated as of May 28, 2003, as
amended by the First Amendment to Master Repurchase Agreement, dated as of
August 28, 2003, as amended by the Second Amendment to Master Repurchase
Agreement, dated as of June 1, 2004, as amended by the Third Amendment to the
Master Repurchase Agreement, dated as of November 15, 2004 (collectively, the
"Master Repurchase Agreement"). The Amendment deletes the definition of "Change
of Control" in Section 2(c) of Annex I to the Master Repurchase Agreement in its
entirety and instead defines "Change of Control" to occur upon the following
events: (i) a majority of the members of the board of directors of the Company
changes during any twelve month period after the date of the Amendment or (ii) a
merger, consolidation or other transaction in which a person who is not an
affiliate of the Company acquires in excess of 50% of the voting common equity
of the Company. The foregoing description is qualified in its entirety by
reference to the Amendment, which will be attached as an exhibit to the
Company's Annual Report on Form 10-K which the Company intends to file in March
2005.
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
--------------------------
Name: John R. Klopp
Title: Chief Executive Officer
Date: March 4, 2005