Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D/A Amendment to General Statement of Beneficial 19 61K
Ownership
2: EX-1.0 Joint Filing Agreement 3 14K
3: EX-2.0 Stockholder Voting and Lock-Up Agreement 14 48K
4: EX-3.0 Stockholder Approval Agreement - - Veqtor 9 32K
5: EX-4.0 Stockholder Approval Agreement - - Samstock 9 33K
6: EX-5.0 Stockholder Approval Agreement - - Cmh 9 33K
7: EX-6.0 Stockholder Approval Agreement - - Jrk 9 33K
EX-2.0 — Stockholder Voting and Lock-Up Agreement
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STOCKHOLDER VOTING AND LOCK-UP AGREEMENT
This STOCKHOLDER VOTING AND LOCK-UP AGREEMENT (this "Agreement") is made
and entered into as of March 8, 2000, by and among Travelers General Real Estate
Mezzanine Investments II, LLC, a Delaware limited liability Company ("General
REMI II "), and the holders of shares of class A common stock, par value $.01
per share, of Capital Trust, Inc., a Maryland corporation ("CT"), identified on
Schedule A attached hereto (collectively, the "Stockholders").
Preliminary Statement
A. CT and certain of its affiliates and General REMI II and certain of its
Affiliates (the "CIG Parties"), propose to enter into a venture agreement, dated
as of the date hereof (the "Venture Agreement"), pursuant to which, among other
things, the parties thereto will co-sponsor, commit to invest capital in and
manage real estate mezzanine investment opportunity funds.
B. As of the date hereof, the Stockholders own in the aggregate 7,955,552
shares of class A common stock, par value $.01 per share, of CT ("CT Common
Stock") and each Stockholder owns such number of shares of CT Common Stock as is
set forth opposite its name on Schedule A attached hereto.
C. As set forth in the Venture Agreement, the Board of Directors of CT has
elected two individuals designated by the CIG Parties (the "Initial CIG Parties
Designees") identified on Schedule B attached hereto as directors of CT.
D. As a condition to the CIG Parties' willingness to enter into the Venture
Agreement, the CIG Parties have requested the Stockholders to enter into this
Agreement.
E. Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to them in the Venture Agreement.
NOW, THEREFORE, to induce General REMI II to enter into, and in
consideration of General REMI II entering into, the Venture Agreement, and in
consideration of the premises and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
912258.11
Voting and Lock-Up
1. Shares Subject to Agreement. Each of the Stockholders, respectively,
agrees to hold all shares of voting stock of CT registered in the Stockholder's
respective name or beneficially owned by the Stockholder as of the date hereof
(hereinafter collectively referred to as the "Shares") subject to, and to vote
the Shares in accordance with, the provisions of this Agreement.
2. Voting Agreement.
(a) On each occasion at which the holders of voting stock of CT meet,
or act by written consent in lieu of meeting, for the purpose of electing
directors, each Stockholder shall vote all Shares for the election of each
of the two individuals designated by General REMI II (the "CIG Parties
Designees") in accordance with the provisions of Section 2(b) at such time
as such designee stands for election to the board of directors of CT (the
"CT Board").
(b) The Stockholders who are directors of CT shall, consistent with
and subject to their duties as directors under the Maryland General
Corporation Law, in their capacity as directors, take such action as may
reasonably be within their power to cause the CT Board to elect or nominate
for election as directors the CIG Parties Designees and shall promptly
provide prior written notice of the CT Board's consideration of the
election or the nomination of individuals for election as directors of CT,
whereupon General REMI II shall promptly provide written notice of the
name(s) of the CIG Parties Designee(s) designated by them to the extent
that one or more of the incumbent Initial CIG Parties Designees or CIG
Parties Designees, as the case may be, is unable to stand for reelection
for any reason or General REMI II intends to designate an individual to
replace such designee(s) and biographical information relating to such
designee(s) in a form compliant with applicable securities laws and
regulations and with the charter and bylaws of CT. In the absence of such
notice from General REMI II, the incumbent Initial CIG Designees or the CIG
Parties Designees, as the case may be, then serving on the CT Board shall
be deemed to be the CIG Parties Designees designated by General REMI II.
Any Stockholder who is a director of CT shall, consistent with and subject
to his duties as a director under the Maryland General Corporation Law, in
his capacity as a director, recommend to the CT Board that the board
nominate the CIG Parties Designees for, actively solicit stockholder
proxies in favor of their, election as directors of CT.
(c) The Stockholders shall not take, or support the taking of, any
action to remove as a director any CIG Parties Designee unless General REMI
II has requested that such director be removed (in which case the
Stockholders shall cooperate in effecting such removal and electing a
replacement). In the event that any of the CIG Parties Designees ceases to
serve as a director of the Company due to death, resignation or removal of
said director, then General REMI II shall submit written notice to the
Stockholders designating an individual to replace said CIG Parties
Designee. Any Stockholder who is a director of CT shall, consistent with
and subject to his duties as a director under the
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Maryland General Corporation Law, in his capacity as a director, promptly
recommend that the board of directors of CT elect such replacement designee
as a director of CT and, when called for a vote of the CT Board, vote for
such replacement designee.
(d) On each occasion at which the holders of voting stock of CT meet,
or act by written consent in lieu of meeting, for the purpose of acting on
any REIT Tax Matter submitted to a vote of stockholders pursuant to Section
2.14 of the Venture Agreement, each Stockholder shall vote all Shares in
favor of such REIT Tax Matter.
(e) On each occasion at which the holders of voting stock of CT meet,
or act by written consent in lieu of meeting, for the purpose of acting on
any amendment of CT's charter and amended and restated bylaws or other
proposal or transaction involving CT or any of its subsidiaries, which
amendment or other proposal or transaction would reasonably be expected in
any manner to impede, frustrate, prevent, nullify CT's ability or
obligation to consummate or effect any REIT Tax Matter, each Stockholder
shall vote all Shares against any such amendment or other proposal or
transaction.
3. Termination of Voting Agreement.
(a) The rights and obligations contained in Sections 2(a), (b) and (c)
shall terminate and shall be of no further legal force and effect on the
earlier of the date on which: (i) the CIG Parties no longer comply with the
CIG Parties Ownership Requirement; (ii) CIG Real Estate no longer complies
with the Competing Fund Restriction; (iii) if the Fund II Initial Closing
shall not have occurred by no later than December 31, 2000 or any Extension
Date, (a) the Unwind as set forth in the Fund I Agreement is completed or
(b) any dissolution or liquidation of Fund I in accordance with its terms
is completed; or (iv) upon the resignation of the CIG Parties Initial Board
Designees as set forth in Section 2.12(e) of the Venture Agreement if the
CIG Parties or the CT Parties exercise their right to terminate the Venture
Agreement pursuant to such section.
(b) The rights and obligations contained in Sections 2(d) and (e)
shall terminate and shall be of no further legal force and effect on the
earlier of the date on which (i) stockholders of CT shall have considered
and voted upon any REIT Tax Matters presented for a vote pursuant to
Section 2.14 of the Venture Agreement, (ii) if the Fund II Initial Closing
shall not have occurred by no later than December 31, 2000 or any Extension
Date, (a) the Unwind set forth in the Fund I Agreement is commenced or (b)
any dissolution or liquidation of Fund I in accordance with its terms is
completed, (iii) the Appraisal Procedures shall have commenced with respect
to the Fair Market Value of the CIG Parties' and their Affiliates' Board
Right Shares pursuant to Section 2.14 of the Venture Agreement, or (iv)
upon the resignation of the CIG Parties Initial Board Designees as set
forth in Section 2.12(e) of the Venture Agreement if the CIG Parties or the
CT Parties exercise their right to terminate the Venture Agreement pursuant
to such section.
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(c) The rights and obligations contained in Section 2 shall also
terminate and shall be of no further legal force and effect, with respect
to any Stockholder who is an employee of the Company and any Stockholder
who is an affiliate of such employee, upon the date of termination of
employment with the Company for any reason.
4. Lock-Up Agreement.
(a) Subject to Section 4(b), without the prior written consent of
General REMI II, the Stockholders shall not, directly or indirectly (i)
offer, pledge, sell, contract to sell, sell any option, right or warrant
for the sale of, or otherwise dispose of or transfer any CT Common Stock,
or any other security or other instrument which by its terms is convertible
into, exercisable or exchangeable for CT Common Stock, or file any
registration statement under the Securities Act of 1933, as amended, with
respect to any of the foregoing or (ii) enter into any swap or any other
agreement or any transaction that transfers in whole or in part, directly
or indirectly, the economic consequence of ownership of any CT Common
Stock, whether any such swap or transaction is to be settled by delivery of
CT Common Stock or other securities, in cash or otherwise.
(b) Notwithstanding the foregoing, nothing contained in this Agreement
shall be deemed to prohibit any Stockholder from (i) selling or
transferring at any time during the Initial Period up to a number of shares
of CT Common Stock that does not exceed in the aggregate 10% of the shares
of CT Common Stock owned by such Stockholder as of the date hereof
("Lock-Up Liquidity Shares"), (ii) selling or transferring during any full
year period within the Restricted Period (as defined below) and thereafter
a number of shares of CT Common Stock that does not exceed the cumulative
Annual Percentage Limit (as defined below) ("Restricted Period Transferable
Shares") plus the number of Lock-Up Liquidity Shares not transferred
pursuant to the provisions of clause (i) of this Section 4(b), (iii)
pledging in one or more transaction(s) up to such number of its shares of
CT Common Stock to any nationally recognized financial institution as
collateral for a bona fide third party loan or using up to such number of
its shares of CT Common Stock as collateral for a bona fide third party
margin loan with a nationally recognized financial institution or
broker/dealer that is equal to the maximum number that may be pledged or
margined to secure an aggregate debt obligation (loan or margin amount)
that does not exceed an amount equal to the greater of: (A) 33% multiplied
by the aggregate Market Value (as defined below) of the shares of CT Common
Stock held by such Stockholder at that time or (B) the product of (x) the
percentage obtained by dividing the number of Lock-up Liquidity Shares not
transferred pursuant to clause (i) of this Section 4(b) plus the number of
Restricted Period Transferable Shares accrued for transfer, but not
transferred pursuant to clause (ii) of this Section 4(b), by the total
number of shares of CT Common Stock held by such Stockholders as of the
date hereof and (y) the aggregate Market Value of the shares of CT Common
Stock held by such Stockholder at that time, or (iv) subject to Section 10,
converting or exchanging shares of CT Common Stock for other securities of
CT or a successor corporation or entity pursuant to any agreement or plan
of recapitalization, reorganization, merger or sale of substantially all
assets. The term "Annual Percentage Limit" means, with respect to any
Stockholder, the product
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obtained by multiplying (i) the total number of shares of CT Common Stock
held by such Stockholder as of the date hereof by (ii) a fraction the
numerator of which is one (1) and the denominator of which is the sum of
one (1) plus the total number of full year periods contained in the
Investment Period for Fund II.
(c) For purposes of this Section 4, the following terms shall have the
following meanings:
"Closing Price" with respect to any security on any day, means the
last reported sale price, regular way on such day, or, if no sale
takes place on such day, the average of the reported closing bid and
asked prices on such day, regular way, in either case as reported on
the NYSE Composite Tape, or, if such security is not listed or
admitted to trading on the New York Stock Exchange, on the principal
national securities exchange on which such security is listed or
admitted to trading, or, if such security is not listed or admitted to
trading on a national securities exchange, on the NASDAQ Stock Market
of the National Association of Securities Dealers, Inc., or, if such
security is not quoted or admitted to trading on such quotation
system, on the principal quotation system on which such security is
listed or admitted to trading or quoted, or, if not listed or admitted
to trading or quoted on any national securities exchange or quotation
system, the average of the closing bid and asked prices of such
security in the over-the-counter market on the day in question as
reported by the National Quotation Bureau Incorporated, or a similar
generally accepted reporting service, or, if not so available in such
manner, as furnished by any New York Stock Exchange member firm
selected from time to time by the Board of Directors (or any committee
duly authorized by the Board of Directors) for that purpose or, if not
so available in such manner, as otherwise determined in good faith by
the Board of Directors (or any committee duly authorized by the Board
of Directors).
"Initial Period" means the period from the date hereof until the
earlier of (i) the commencement of the Investment Period for Fund II,
(ii) December 31, 2000 or any Extension Date or (iii) the commencement
of an Unwind.
"Market Value" means the Closing Price for the CT Common Stock on the
date preceding the loan or margin transaction.
"Restricted Period" means the Investment Period for Fund II.
5. Termination of Lock-Up Agreement.
(a) The rights and obligations contained in Section 4 shall terminate
and shall be of no further legal force and effect on the later of: (i) the
later of December 31, 2000 or any Extension Date, as the case may be, if
the Fund II Initial Closing shall not have occurred by no later than
December 31, 2000 or any such Extension Date or (ii) if the Fund II Initial
Closing has occurred, the end of the Investment Period of Fund II.
5
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(b) The rights and obligations contained in Section 4 shall terminate
and shall be of no further legal force and effect, with respect to any
Stockholder who is an employee of the Company and any Stockholder who is an
affiliate of such employee, upon the date of termination of employment with
the Company for any reason.
6. Further Assurances. Each Stockholder will, from time to time,
execute and deliver, or cause to be executed and delivered, such additional
or further transfers, assignments, endorsements, consents and other
instruments as General REMI II may reasonably request for the purpose of
effectively carrying out the transactions contemplated by this Agreement.
7. Representations and Warranties of the Stockholders. Each
Stockholder represents and warrants to General REMI II as follows.
(a) Authority. Each Stockholder has all requisite power and authority
to enter into this Agreement and to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement by each
Stockholder, and the consummation of the transactions contemplated hereby,
has been duly authorized by all necessary action on the part of each
Stockholder. This Agreement has been duly executed and delivered by each
Stockholder and, assuming the due authorization, execution and delivery by
General REMI II, constitutes a valid and binding obligation of each
Stockholder enforceable in accordance with its terms, except to the extent
enforceability may be limited by bankruptcy, insolvency, moratorium or
other similar laws affecting creditors' rights generally or by general
principles governing the availability of equitable remedies. The execution
and delivery of this Agreement does not, and the consummation of the
transactions contemplated hereby and compliance with the terms hereof will
not, conflict with, or result in any violation of or default (with or
without notice or lapse of time or both) under any provision of any trust
agreement, partnership agreement, loan or credit agreement, note, bond,
mortgage, indenture, lease or other agreement, instrument, permit,
concession, franchise, license, judgment, order, notice, decree, statute,
law, ordinance, rule or regulation applicable to any of the Stockholders or
to any of the property or assets of any of the Stockholders. Except for
consents, approvals, authorizations and filings as may be required under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the
"HSR Act"), and the Securities Exchange Act of 1934, as amended ("Exchange
Act"), no consent, approval, order or authorization of, or registration,
declaration or filing with, any court, administrative agency or commission
or other governmental authority or instrumentality, domestic, foreign or
supranational ("Governmental Entity"), is required by or with respect to
any Stockholder in connection with the execution and delivery of this
Agreement or the consummation by any Stockholder of the transactions
contemplated hereby.
(b) The Shares. The Stockholders have good and valid title to the
Shares set forth opposite its name in Schedule A attached hereto, free and
clear of any claims, liens, encumbrances, pledges and security interests
whatsoever. The Stockholders own no shares of CT Common Stock or other
shares of stock of CT, other than the Shares. Except for this Agreement and
those certain stockholder approval agreements, dated as of the date
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hereof, by and between General REMI II and each Stockholder, no proxies or
powers of attorney have been granted with respect to the Shares and no
voting arrangement (including voting agreement or voting trust) has been
entered into affecting the Shares that will remain in effect after the
execution of this Agreement.
(c) Venture Agreement. The Stockholders understand and acknowledge
that the CIG Parties are entering into the Venture Agreement in reliance
upon the Stockholders' execution and delivery of this Agreement.
8. Representation and Warranties of General REMI II. General REMI II
represents and warrants to each Stockholder as follows:
(a) Authority. General REMI II has all requisite limited liability
company power and authority to enter into this Agreement and to consummate
the transactions contemplated hereby. The execution and delivery of this
Agreement by General REMI II, and the consummation of the transactions
contemplated hereby, have been duly authorized by all necessary limited
liability company action on the part of General REMI II. This Agreement has
been duly executed and delivered by General REMI II, assuming the due
authorization, execution and delivery by each of the Stockholders,
constitutes a valid and binding obligation of General REMI II enforceable
in accordance with its terms, except to the extent enforceability may be
limited by bankruptcy, insolvency, moratorium or other similar laws
affecting creditors' rights generally or by general principles governing
the availability of equitable remedies. The execution and delivery of this
Agreement does not, and the consummation of the transactions contemplated
hereby and compliance with the terms hereof will not, conflict with, or
result in any violation of or default (with or without notice or lapse of
time or both) under any provision of any charter, by-law, loan or credit
agreement, note, bond, mortgage, indenture, lease or other agreement,
instrument, permit, concession, franchise, license, judgment, order,
notice, decree, statute, law, ordinance, rule or regulation applicable to
General REMI II or to any of the property or assets of any of General REMI
II. Except for consents, approvals, authorizations and filings as may be
required under the HSR Act and the Exchange Act, no consent, approval,
order or authorization of, or registration, declaration or filing with, any
Governmental Entity, is required by or with respect to any Stockholder in
connection with the execution and delivery of this Agreement or the
consummation by General REMI II of the transactions contemplated hereby.
9. Duty. Notwithstanding the covenants of Stockholders contained in Section
2, any Stockholder who is an officer or director of CT, only in his capacity as
an officer or director of CT, may take any such action that is in furtherance of
the exercise of his duties as an officer or director under Maryland law, and no
such action in furtherance of the exercise of such duties shall be deemed to be
a breach or violation of the covenants of such Stockholder contained in Section
2 and the Stockholders shall not have any liability hereunder for any such
action taken in his capacity as an officer and director of CT in furtherance of
the exercise of such duties.
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10. After Acquired Shares. In the event that, subsequent to the date of
this Agreement, (i) any shares of stock or other securities of CT or another
corporation or entity are issued on, or in conversion of or exchange for, any of
the Shares held by the Stockholders as of the date hereof by reason of any stock
dividend, stock split, consolidation of shares, reclassification or agreement or
plan of merger or consolidation or sale of substantially all assets involving
CT, such shares or securities shall be deemed to be Shares for all purposes of
this Agreement and (ii) any shares of voting stock of CT are acquired
beneficially or of record by the Stockholders, such shares of voting stock shall
be deemed to be Shares for purposes of only Section 2 of this Agreement.
11. Assignment. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties without the prior
written consent of the other parties, except that General REMI II may assign, in
its sole discretion, any or all of its rights and interests to Citigroup Inc. or
any of its direct or indirect wholly owned subsidiaries or other entities or to
Travelers Property Casualty Corp. or any of its direct or indirect wholly owned
subsidiaries or other entities. Subject to the preceding sentence, this
Agreement shall be binding upon, inure to the benefit of and be enforceable by
the parties and their respective successors and assigns and, in the case of any
Stockholder that is an individual, the heirs, executors and administrators of
such Stockholder.
12. General Provisions.
(a) Specific Performance. The parties agree that irreparable damage
that is impossible to measure in money damages would occur in the event
that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions of this Agreement in any court of the
United States located in the State of New York or any New York state court,
this being in addition to any other remedy to which they are entitled at
law or in equity.
(b) Expenses. All costs and expenses incurred in connection with this
Agreement and the transactions contemplated hereby shall be paid by the
party incurring such expense.
(c) Amendments. This Agreement may not be amended except by an
instrument in writing signed by each of the parties hereto.
(d) Notice. All notices or other communications required or permitted
hereunder shall be in writing and shall be deemed given or delivered (i)
when delivered personally, or (ii) if sent by registered or certified mail,
return receipt requested, or by private courier when received; and shall be
addressed to the mailing addresses as shown on the signature pages hereto,
with copies as indicated below each party's address or such other address
as the parties may designate in a notice delivered to the other parties
hereto:
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(e) Interpretation. When a reference is made in this Agreement to
Sections, such reference shall be to a Section to this Agreement unless
otherwise indicated. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Wherever the words "include", "includes"
or "including" are used in this Agreement, they shall be deemed to be
followed by the words "without limitation".
(f) Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement,
and shall become effective when one or more of the counter parties have
been signed by each of the parties and delivered to the other party, it
being understood that each party need not sign the same counterpart.
(g) Entire Agreement; No Third-Party Beneficiaries. This Agreement
together with all other agreements executed by the parties hereto on the
date hereof (including the documents and instruments referred to herein),
(i) constitutes the entire agreement and supersedes all prior agreements
and understandings, both written and oral, among the parties with respect
to the subject matter hereof and (ii) is not intended to confer upon any
person other than the parties hereto any rights or remedies hereunder.
(h) Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York as to all matters,
including but not limited, to matters of validity, construction, effect,
performance and remedies, without regard to any applicable conflicts of
law.
(i) Waivers. Any term or provision of this Agreement may be waived, or
the time for its performance may be extended, by the party or parties
entitled to the benefit thereof. Any such waiver shall be validly and
sufficiently given for the purposes of this Agreement if, as to any party,
it is in writing signed by an authorized representative of such party. The
failure of any party hereto to enforce at any time any provision of this
Agreement shall not be construed to be a waiver of such provision, nor in
any way to affect the validity of this Agreement or any part hereof or the
right of any party thereafter to enforce each and every such provision. No
waiver of any breach of this Agreement shall be held to constitute a waiver
of any other or subsequent breach. No waivers of any breach of this
Agreement extended by any party hereto to any other party shall be
construed as a waiver of any rights or remedies of any other party hereto
or with respect to any subsequent breach.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
GENERAL REMI II: TRAVELERS GENERAL REAL ESTATE
MEZZANINE INVESTMENTS II, LLC
By: /s/ Michael Watson
---------------------------
Michael Watson
Vice President
Travelers General Real Estate
Mezzanine Investments II, LLC
205 Columbus Blvd., 9PB
Hartford, Connecticut 06183-2030
Attn: Duane Nelson, Esq.
Real Estate Investment Number: 12833
With copies to:
Citigroup Investments Inc.
388 Greenwich Street, 36th Floor
New York, New York 10013
Attn: Mr. Michael Watson
Real Estate Investment Number: 12833
Loeb & Loeb LLP
1000 Wilshire Boulevard, Suite 1900
Los Angeles, California 90017
Attn: Andrew S. Clare, Esq.
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912258.11
STOCKHOLDERS: JOHN R. KLOPP
/s/ John R. Klopp
------------------------------
John R. Klopp
Capital Trust, Inc.
605 Third Avenue, 26th Floor
New York, New York 10016
JRK INVESTMENT PARTNERSHIP LP
By: /s/ John R. Klopp
---------------------------
Name: John R. Klopp
Title: General Partner
JRK Investment Partnership LP
c/o Capital Trust, Inc.
605 Third Avenue, 26th Floor
New York, New York 10016
Attn: John R. Klopp
CRAIG M. HATKOFF
By: /s/ Craig M. Hatkoff
---------------------------
Craig M. Hatkoff
Capital Trust, Inc.
605 Third Avenue, 26th Floor
New York, New York 10016
CMH INVESTMENT PARTNERSHIP LP
By: /s/ Craig M. Hatkoff
---------------------------
Name: Craig M. Hatkoff
Title: General Partner
CMH Investment Partnership LP
c/o Capital Trust, Inc.
605 Third Avenue, 26th Floor
New York, New York 10016
Attn: Craig M. Hatkoff
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VEQTOR FINANCE COMPANY, L.L.C.
By: Zell General Partnership, Inc.,
its managing member
By: /s/ Donald J. Liebentritt
------------------------
Name: Donald J. Liebentritt
Title: Vice President
Veqtor Finance Company, L.L.C.
c/o Equity Group Investments, L.L.C.
Two North Riverside Plaza
Chicago, Illinois 60606
SAMSTOCK, L.L.C.
By: Zell General Partnership, Inc.,
its managing member
By: Zell General Partnership, Inc.,
its managing partner
By: /s/ Donald J. Liebentritt
--------------------
Name: Donald J. Liebentritt
Title: Vice President
Samstock, L.L.C.
c/o Equity Group Investments, L.L.C.
Two North Riverside Plaza
Chicago, Illinois 60606
With copies, in the case of
each stockholder, to:
Capital Trust, Inc.
605 Third Avenue, 26th Floor
New York, New York 10016
Attn: Mr. John Klopp
Battle Fowler LLP
75 East 55th Street
New York, New York 10022
Attn: Thomas E. Kruger, Esq.
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SCHEDULE A
Number of Shares of CT
Name Common Stock
---- -----------------------
John R. Klopp 10,000
JRK Investment Partnership LP 2,330,132
Craig M. Hatkoff 18,000
CMH Investment Partnership LP 2,330,132
Veqtor Finance Company L.L.C. 3,192,288
Samstock, L.L.C. 75,000
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SCHEDULE B
Marc Weill
Michael Watson
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Dates Referenced Herein and Documents Incorporated by Reference
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