As filed with the Securities and Exchange Commission on October 30, 2001
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Capital Trust, Inc.
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(Name of Issuer)
Class A Common Stock, par value $0.01 per share
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(Title of Class of Securities)
14052H100
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(CUSIP Number)
Michael L. Zuppone, Esq.
Paul, Hastings, Janofsky & Walker LLP
399 Park Avenue
New York, New York 10022
(212) 318-6906
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 7, 2001
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
|_|.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
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CUSIP No. 14052H100 Page 2 of 9 Pages
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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rodney F. Dammeyer
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) |_|
2 (B) |X|
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
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NUMBER OF
SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED BY 209,711
EACH
REPORTING -----------------------------------------------------------------
PERSON
WITH 8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
209,711
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
209,711
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
12
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 1.1%
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TYPE OF REPORTING PERSON
14 IN
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CUSIP No. 14052H100 Page 3 of 9 Pages
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Item 1. Security and Issuer.
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The title of the class of equity securities to which this statement
relates is Class A Common Stock, par value $0.01 per share ("Class A Common
Stock") of Capital Trust, Inc., a Maryland corporation (the "Issuer"). The
principal executive office of the Issuer is located at 410 Park Avenue, 14th
Floor, New York, New York 10022.
Item 2. Identity and Background.
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This Schedule 13D is filed by Mr. Rodney F. Dammeyer (the "Reporting
Person") pursuant to Rule 13d-1(k)(2) under the Securities Exchange Act of 1934,
as amended.
The Reporting Person:
(a) Name: Rodney F. Dammeyer
(b) Address: 100 East Huron Street, Apt. 4303, Chicago, IL 60611
(c) Occupation: Self-employed
(d) The Reporting Person is a United States citizen.
The Reporting Person, during the past five years, has not been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
nor has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
to a judgement, decree or final order enjoining future violations of,
prohibiting or mandating activities subject to, Federal or State securities laws
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
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Upon consummation of the Separation Transaction (as defined below), DRD
Family Partnership LP, an Illinois limited partnership ("Dammeyer-CT") acquired
direct beneficial ownership of 209,711 shares of Class A Common Stock that were
previously directly beneficially owned by VFC (as defined below), a number of
shares equal to the number of shares in which the Reporting Person held a
pecuniary interest prior to such transaction. Dammeyer-CT acquired its shares of
Class A Common Stock as a capital contribution to such partnership made by VFC
in consideration of VFC's partnership interest in such partnership. Such
partnership interest was subsequently distributed and assigned to the Reporting
Person and Diane N. Dammeyer ("Ms. Dammeyer") (the sole current general partners
admitted into Dammeyer-CT) in connection with the redemption of such current
partners' limited liability company interests then held in VFC as described in
Item 5.
Subsequent to the Separation Transaction, the 209,711 shares of Class A
Common Stock held by Dammeyer-CT were transferred to the Reporting Person.
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CUSIP No. 14052H100 Page 4 of 9 Pages
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Item 4. Purpose of Transaction.
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On March 8, 2000, the Issuer entered into a strategic relationship with
Citigroup Investments Inc., a Delaware corporation ("CIG"), pursuant to which,
among other things, their respective affiliates would co-sponsor, commit to
invest capital in and manage high yield commercial real estate mezzanine
investment opportunity funds ("Mezzanine Funds").
The strategic relationship is governed by a venture agreement, dated as
of March 8, 2000, as amended, (the "Venture Agreement"), amongst Travelers
Limited Real Estate Mezzanine Investments I, LLC, a Delaware limited liability
company ("Limited REMI I"), Travelers General Real Estate Mezzanine Investments
II, LLC, a Delaware limited liability company ("General REMI II"), Travelers
Limited Real Estate Mezzanine Investments II, LLC, a Delaware limited liability
company ("Limited REMI II" and together with Limited REMI I and General REMI II,
the "CIG Parties"), CT-F1, LLC, a Delaware limited liability company ("CT-F1"),
CT-F2-GP, LLC, a Delaware limited liability company ("CT-F2-GP"), CT-F2-LP, LLC,
a Delaware limited liability company ("CT-F2-LP"), CT Investment Management Co.,
LLC, a Delaware limited liability company ("CTIMCO" and together with CT-F1,
CT-F2-GP and CT-F2-LP, the "CT Parties") and the Issuer. The CIG Parties are
affiliates of CIG and the CT Parties are wholly owned subsidiaries of the
Issuer.
Pursuant to the Venture Agreement, the Issuer has agreed as soon as
possible to take, and submit to stockholders for approval, the steps necessary
for it to be taxed as a real estate investment trust ("REIT Tax Matters") on
terms mutually satisfactory to the Issuer and the CIG Parties subject to changes
in law, acts of God or force majeure, or good faith inability to meet the
requisite qualifications.
In connection with the Venture Agreement, the Reporting Person, Ms.
Dammeyer and Dammeyer-CT entered into a stockholder approval agreement with
General REMI II (the "Stockholder Approval Agreement"). Pursuant to the
agreement, each person signatory thereto, including the Reporting Person,
agreed, subject to certain limitations contained therein in the case of any
signatory who is an officer or director of the Issuer, to vote its shares of
Class A Common Stock in favor of, among other things, any REIT Tax Matter
submitted for stockholder approval. A copy of the Stockholder Approval Agreement
is attached hereto as Exhibit 1 and is incorporated herein by reference.
On March 8, 2000, pursuant to the Venture Agreement, the Issuer issued a
stock purchase warrant to purchase 4,250,000 shares of Class A Common Stock
which was ultimately transferred to Limited REMI I (the "Limited REMI I
Warrant"). In addition, on April 9, 2001, May 29, 2001 and August 7, 2001,
pursuant to the Venture Agreement, the Issuer issued stock purchase warrants to
purchase, in the aggregate, 4,278,467 shares of Class A Common Stock which were
ultimately transferred to General REMI II (the "General REMI II Warrants" and,
together with the Limited REMI I Warrant, the "Warrants"). The Warrants were
issued in connection with the organization and capitalization of CT Mezzanine
Partners I LLC and CT Mezzanine Partners II LP, the first two Mezzanine Funds
sponsored pursuant to the Venture Agreement.
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CUSIP No. 14052H100 Page 5 of 9 Pages
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The Reporting Person intends to hold the shares of Class A Common Stock
reported herein for investment purposes, but reserves the right to consider
various alternatives for his investment in the Issuer including pursuing or
advancing:
(a) the acquisition by any person of additional securities of the Issuer
or the disposition of securities of the Issuer; (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries; (c) a sale or transfer
of a material amount of assets of the Issuer or any of its subsidiaries;
(d) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any
material change in the present capitalization or dividend policy of the
Issuer; (f) any other material change in the Issuer 's business or
corporate structure; (g) any changes in the Issuer 's charter or by-laws
or other actions which may impede the acquisition of control of the
Issuer by any person; (h) causing a class of securities of the Issuer to
be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) causing a class of
equity securities of the Issuer to become eligible for termination of
registration pursuant to Section 12(g)(4) of the Act; or (j) any action
similar to those enumerated above.
Except as described in this Item 4, the Reporting Person has not
formulated any plans or proposals which relate to or would result in any of the
foregoing actions. The Reporting Person's determination with respect to the
foregoing actions will depend upon various factors, including, but not limited
to, the Reporting Person's evaluation of the Issuer and its prospects, general
market and economic conditions (including conditions affecting the capital
market and real estate market in general), other opportunities available to the
Reporting Person and other factors the Reporting Person may deem relevant to his
investment decision.
Item 5. Interest in Securities of the Issuer.
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(a) and (b) The aggregate percentage of shares of Class A Common Stock
reported beneficially owned by the Reporting Person as of the date of filing of
this Schedule 13D is based upon 18,727,731 shares of Class A Common Stock issued
and outstanding as reported in the Issuer's report on Form 10-Q for the fiscal
year ended on June 30, 2001, as filed on August 13, 2001.
The Reporting Person directly beneficially owns and has the sole direct
power to vote and dispose of 209,711 shares of Class A Common Stock.
(c)Dammeyer-CT acquired its shares of Class A Common Stock in December
1999 in a series of coordinated transactions (the "Separation Transaction")
pursuant to which beneficial ownership of an aggregate of 1,467,979 of the
9,320,531 shares Class A Common Stock previously directly beneficially owned by
Veqtor Finance Company, L.L.C. ("VFC") was transferred to partnerships (the
"Other Partnerships") controlled by the former limited partners of Capital Trust
Investors Limited Partnership, an Illinois limited partnership and then a
managing
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CUSIP No. 14052H100 Page 6 of 9 Pages
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member of VFC ("CTILP"). The Other Partnerships include: Dammeyer-CT;
Callahan-CT General Partnership, an Illinois general partnership
("Callahan-CT"); Crocker-CT General Partnership, an Illinois general partnership
("Crocker-CT"); GRG Investment Partnership LP, a Delaware limited partnership
("Garrabrant-CT"); and Rosenberg-CT General Partnership, an Illinois general
partnership ("Rosenberg-CT"). Beneficial ownership of an aggregate of 4,660,264
shares of the 9,320,531 shares of Class A Common Stock previously directly
beneficially owned by VFC prior to the Separation Transaction was transferred to
CMH Investment Partnership LP, a Delaware limited partnership ("Hatkoff LP") and
JRK Investment Partnership LP, a Delaware limited partnership ("Klopp LP"). Each
of the Other Partnerships, Hatkoff LP and Klopp LP acquired direct beneficial
ownership of such number of shares of Class A Common Stock equal to the number
of shares in which the persons currently controlling such partnerships held an
indirect pecuniary interest prior to the Separation Transaction. VFC retained
direct beneficial ownership of 3,192,888 shares of Class A Common Stock which
represents the number of shares in which the persons controlling VFC after the
Separation Transaction held an indirect pecuniary interest prior to the
Separation Transaction.
The Separation Transaction was effected as follows. On December 2, 1999,
CTILP was dissolved whereupon the former partners thereof were distributed their
pro rata share of the common member interests in VFC owned by CTILP. Thereafter,
on December 6, 1999, the former CTILP partners (or their further assignees) were
admitted as members of VFC. After the foregoing dissolution and admission
transactions, the members of VFC included Crocker-CT, V2 Holdings LLC, a
Delaware limited liability company ("V2"), Zell General Partnership, Inc., an
Illinois corporation ("Zell GP"), two affiliates of Zell GP and the persons
currently controlling the Other Partnerships.
Thereafter, on December 6, 1999, VFC and Craig M. Hatkoff ("Hatkoff")
formed Hatkoff LP and VFC and John R. Klopp ("Klopp") formed Klopp LP. In
connection with such formation transactions, VFC contributed 2,330,132 shares of
Class A Common Stock as a capital contribution to each of Hatkoff LP and Klopp
LP in consideration of VFC's partnership interest in each such partnership. On
December 7, 1999, VFC redeemed the limited liability company interests in VFC
held by Hatkoff, a trust established by Hatkoff for the benefit of Hatkoff's
family, Klopp and a trust established by Klopp for the benefit of Klopp's family
(inasmuch as such persons had succeeded to the limited liability company
interests in VFC held by V2 and had been admitted as members of VFC on December
6, 1999 following the earlier dissolution of V2) in exchange for, in the case of
Hatkoff and his family trust, a distribution of VFC's entire interest in the
previously formed Hatkoff LP (to which a number of shares equal to Hatkoff's
indirect pecuniary interest prior to the Separation Transaction had been
transferred in connection with the foregoing contribution transactions), and in
the case of Klopp and his family trust, a distribution of VFC's interest in the
previously formed Klopp LP (to which a number of shares equal to Klopp's
indirect pecuniary interest prior to the Separation Transaction had been
transferred in connection with the foregoing contribution transactions).
Thereafter, on December 8, 1999, VFC separately formed the Other
Partnerships with the former limited partners of CTILP. In connection with such
formation transactions, VFC contributed 209,711, 209,711, 209,711 419,423 and
419,423 shares of Class A Common Stock
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CUSIP No. 14052H100 Page 7 of 9 Pages
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as a capital contribution to Crocker-CT, Callahan-CT, Dammeyer-CT, Garrabrant-CT
and Rosenberg-CT, respectively, in consideration of VFC's partnership interest
in each such partnership. Thereafter, on December 9, 1999, VFC redeemed the
limited liability company interests in VFC held by the former limited partners
of CTILP and their transferees, as applicable (inasmuch as such persons had
succeeded to the limited liability company interests in VFC held by CTILP and
had been admitted as members of VFC on December 6, 1999 following the earlier
dissolution of CTILP), in exchange for a distribution of VFC's entire interest
in each of their respective Other Partnerships (to which a number of shares
equal to their indirect pecuniary interest prior to the Separation Transaction
had been transferred in connection with the foregoing contribution
transactions).
Upon consummation of the Separation Transaction by means of the
foregoing transactions, Hatkoff LP, Klopp LP, VFC, Crocker-CT, Callahan-CT,
Dammeyer-CT, Garrabrant-CT and Rosenberg-CT acquired (or, in the case of VFC,
retained) direct beneficial ownership of such number of shares of Class A Common
Stock as is set forth opposite its name or identity below:
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Person Shares
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Hatkoff LP 2,330,132
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Klopp LP 2,330,132
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VFC 3,192,288
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Crocker-CT 209,711
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Callahan-CT 209,711
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Dammeyer-CT 209,711
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Garrabrant-CT 419,423
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Rosenberg-CT 419,423
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As described in Item 4, the Reporting Person, Ms. Dammeyer, Dammeyer-CT
and General REMI II have entered into a Stockholder Approval Agreement governing
the voting of Class A Common Stock held by the Reporting Person. General REMI II
and certain of its affiliates, including Limited REMI I, controlling or under
common control with General REMI II reported aggregate beneficial ownership of
8,528,467 shares of Class A Common Stock issuable upon the exercise of the
currently exercisable Warrants. Such shares represent 31.3% of the outstanding
shares of Class A Common Stock (calculated in accordance with Rule 13d-3(d)(1)).
The Reporting Person disclaims beneficial ownership of any shares of Class A
Common Stock beneficially owned by General REMI II and its affiliates. General
REMI II and its affiliates have disclaimed beneficial ownership of any shares of
Class A Common Stock held by the Reporting Person.
On December 15, 2000, the shares of Class A Common Stock previously held
by Dammeyer-CT were transferred to the Reporting Person and he became the holder
of record thereof.
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CUSIP No. 14052H100 Page 8 of 9 Pages
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To the best of knowledge of the Reporting Person, except as described in
Items 3, 4 and 5, the Reporting Person has not effected any transactions in the
Class A Common Stock during the period which commenced sixty days prior to the
date of the event which triggered the filing of this Schedule 13D and ends on
the date of the filing of this Schedule 13D.
(d)No other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares of Class
A Common Stock reported herein.
(e)Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of Issuer.
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Except as set forth in Item 4 of this Schedule 13D, to the best
knowledge of the Reporting Person, no contracts, arrangements, understandings or
relationships (legal or otherwise) exist among the Reporting Person and any
other person with respect to the securities of the Issuer.
Item 7. Materials to be Filed as Exhibits.
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Exhibit No. Description
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1. Stockholder Approval Agreement, dated as of March 8,
2000, among Travelers General Real Estate Mezzanine
Investments II, LLC, Rod F. Dammeyer, Diane N.
Dammeyer and DRD Family Partnership LP (filed as
Exhibit Q to the Schedule 13D jointly filed by
Citigroup Inc. and other reporting persons
identified therein on August 17, 2001 and is
incorporated herein by reference).
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
/s/ Rodney F. Dammeyer
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RODNEY F. DAMMEYER