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): April 2, 2003
--------------
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):
Item 5. Other Events.
At a special meeting of the stockholders (the "Special Meeting") of
Capital Trust, Inc. (the "Company") held on April 2, 2003, the stockholders
approved the following proposals:
o a proposal to amend and restate the Company's charter to make
amendments necessary in connection with the Company's election to be
taxed as a real estate investment trust ("REIT") and to simplify the
Company's capital structure by eliminating from the Company's
charter the authorized but unissued class B common stock ("Proposal
1"), and
o a proposal to further amend the Company's charter to effect a one
(1) for three (3) reverse stock split and a corresponding reduction
in the Company's stated capital ("Proposal 2").
Following stockholder approval on April 2, 2003, the Company filed with
the State Department of Assessments and Taxation of Maryland ("Maryland
Department of Assessments and Taxation") articles of amendment and restatement
(the "Articles of Restatement") with respect to the amended and restated charter
contained in Proposal 1 and articles of amendment ("Articles of Amendment") with
respect to the reverse stock split contained in Proposal 2.
The Articles of Restatement and the Articles of Amendment were accepted
for record by the Maryland Department of Assessments and Taxation and are
effective as of April 2, 2002. The Articles of Restatement and the Articles of
Amendment are attached hereto as Exhibit 3.1.a and Exhibit 3.1.b, respectively,
and each is incorporated herein by reference.
Pursuant to the reverse stock split, three (3) shares of the Company's
outstanding class A common stock automatically convert into one (1) share of
class A common stock. The reverse stock split became effective as of the
acceptance for record of the Articles of Amendment by the Maryland Department of
Assessments and Taxation on April 2, 2003. Trading on the New York Stock
Exchange on a post-reverse stock split basis will commence on April 3, 2003.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit No. Description
----------- -----------
3.1.a Articles of Amendment and Restatement
3.1.b Articles of Amendment
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: April 2, 2003