SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Capital Trust, Inc.
(Name of Issuer)
Class A Common Stock, Par Value $0.01
(Title of Class of Securities)
14052H100
(CUSIP Number)
Cornelius J. Dwyer, Jr., Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 848-4000
(Name, Address and Telephone Number
of Person Authorized to Receive Notices)
February 7, 2003
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of ss. 240.13d-1(e), ss. 240.13d-1(f) or ss. 240.13d-1(g),
check the following box:.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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
________________________________________________________________________________
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stichting Pensioenfonds ABP
________________________________________________________________________________
2 Check the Appropriate Box if a Member of a Group
(a) :
(b) :
________________________________________________________________________________
3 SEC Use Only
________________________________________________________________________________
4 Source of Funds (See Instructions) OO
________________________________________________________________________________
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
________________________________________________________________________________
6 Citizenship or Place of Organization The Kingdom of the Netherlands
________________________________________________________________________________
7 Sole Voting Power
NUMBER OF 1,770,200 shares of Common Stock
SHARES _________________________________________________________________
8 Shared Voting Power
BENEFICIALLY
0
OWNED BY
_________________________________________________________________
EACH 9 Sole Dispositive Power
REPORTING 1,770,200 shares of Common Stock
PERSON _________________________________________________________________
10 Shared Dispositive Power
WITH
0
________________________________________________________________________________
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,770,200 shares of Common Stock
________________________________________________________________________________
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[_]
________________________________________________________________________________
13 Percent of Class Represented by Amount in Row (11) 10.72%
________________________________________________________________________________
14 Type of Reporting Person (See Instructions) EP
________________________________________________________________________________
Item 1. Security and Issuer
The class of equity securities to which this statement relates is the
Class A Common Stock, par value $0.01 (the "Common Stock") of Capital Trust,
Inc., a Maryland corporation (the "Issuer"). The principal executive offices of
the Issuer are located at 410 Park Avenue, 14th Floor, New York, New York 10022.
Item 2. Identity and Background
The name of the person filing this statement is Stichting
Pensioenfonds ABP, an entity established under the laws of The Kingdom of the
Netherlands (the "Fund"), whose principal business is investing funds held on
behalf of public sector employees of The Kingdom of the Netherlands. The address
of the Fund's principal executive office is Oude Lindestraat 70, Postbus 2889,
6401 DL Heerlen, The Netherlands. The name, citizenship, business address and
present principal occupation or employment, as well as the name and address of
any corporation or other organization in which such occupation or employment is
conducted, of each of the directors and executive officers of the Fund are as
follows:
PRINCIPAL BUSINESS
NAME OCCUPATION CITIZENSHIP ADDRESS
---- ---------- ----------- -------
L.C. Brinkman Independent The Netherlands Oude Lindestraat
Chairman of the 70 6411 EJ
Governing Board Heerlen
The Netherlands
E.L. Snoejj First Vice Chairman The Netherlands Oude Lindestraat
of the Governing 70 6411 EJ
Board Heerlen
The Netherlands
B.H.J.J. Volkers Secretary of the The Netherlands Oude Lindestraat
Governing Board 70 6411 EJ
Heerlen
The Netherlands
J.W.E. Neervens Chairman of the The Netherlands Oude Lindestraat
Board of Directors 70 6411 EJ
Heerlen
The Netherlands
J.M.G. Frijns Member of the Board The Netherlands Oude Lindestraat
of Directors/Chief 70 6411 EJ
Investment Officer Heerlen
The Netherlands
J.F. Maassen Member of the The Netherlands Oude Lindestraat
Board of Directors 70 6411 EJ
Heerlen
The Netherlands
A.H. Berendsen Managing Director The Netherlands Oude Lindestraat
70 6411 EJ
Heerlen
The Netherlands
PRINCIPAL BUSINESS
NAME OCCUPATION CITIZENSHIP ADDRESS
---- ---------- ----------- -------
J. Mensonides Managing Director The Netherlands Oude Lindestraat
70 6411 EJ
Heerlen
The Netherlands
J. Straatman Managing Director The Netherlands Oude Lindestraat
70 6411 EJ
Heerlen
The Netherlands
To the knowledge of the Fund, during the last five years, neither the
Fund nor any of its executive officers or directors has been (i) convicted in
any criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding is or was subject to a
judgment, decree or final order enjoining future violations of, or 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
The funds for the purchases of Common Stock made by the Fund in the
initial public offering were supplied from Dutch public sector pensioners'
contributions to the Fund.
Item 4. Purpose of Transaction
The Fund from time to time intends to review its investment in the
Issuer on the basis of various factors, including the Issuer's business,
financial condition, results of operations and prospects, general economic and
industry conditions, the securities markets in general and those for the
Issuer's securities in particular, as well as other developments and other
investment opportunities. Based on such review, the Fund will take such actions
in the future as the Fund may deem appropriate in light of the circumstances
existing from time to time. If the Fund believes that further investment in the
Issuer is attractive, whether because of the market price of the Issuer's
securities or otherwise, it may acquire additional securities of the Issuer
either in the open market or in privately negotiated transactions. Similarly,
depending on market and other factors, the Fund may determine to dispose of some
or all of the Common Stock currently owned by the Fund or otherwise acquired by
the Fund either in the open market or in privately negotiated transactions.
Except as set forth above, the Fund has not currently formulated any
definitive plans or proposals which relate to or would result in: (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 involving the Issuer or any of its subsidiaries, (c) a sale or
transfer of a material amount of the assets of the Issuer or any of its
subsidiaries, (d) any change in the present board of directors or management of
the Issuer, (e) any material change in the Issuer's capitalization or dividend
policy, (f) any other material change in the Issuer's business or corporate
structure, (g) any change in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person, (h) causing a class of the Issuer's
securities to be deregistered or delisted, (i) a
class of equity securities of the Issuer becoming eligible for termination of
registration or (j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) The Fund is the sole beneficial owner of 1,770,200 shares of
Common Stock representing 10.72% of the outstanding shares of the Issuer's
Common Stock. The calculation of the foregoing percentage is based on the number
of shares of Common Stock disclosed as outstanding as of November 11, 2002 by
the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2002.
(b) The Fund has the sole power to vote or to direct the vote or
dispose or direct the disposition of 1,770,200 shares of Common Stock. To the
knowledge of the Fund, there are no shares of Common Stock which are
beneficially owned by any director or executive officer listed under Item 2.
(c) On February 7, 2003 the Fund purchased 1,500,000 shares of Common
Stock at a price of $4.75.
Except as disclosed herein, there have been no transactions by the
Fund in securities of the Issuer during the past sixty days.
(d) To the knowledge of the Fund, 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 Common Stock purchased by the Fund.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding of Relationships with Respect
to Securities of the Issuer
Except as described herein, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 and between such persons and any person with respect to any securities of
the Issuer, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, put or
calls, guarantors of profit, division of profit or loss or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits
Not applicable.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 25, 2003
STICHTING PENSIOENFONDS ABP
By: /s/ A.F.A. Coemans
--------------------------------
A.F.A. Coemans
Authorized Signatory
By: /s/ J.G.H.C.M. Beris
--------------------------------
J.G.H.C.M. Beris
Authorized Signatory