This Amendment No. 10 to Schedule 13D (“Amendment No. 10”) is being filed on behalf of W. R. Berkley Corporation, a Delaware corporation (“Berkley”) and Berkley Insurance Company, a Delaware corporation (“BIC”, and together with Berkley, the “Reporting Persons”). Amendment No. 10 relates to shares of Class A Common Stock, par value $0.01 per share (the “Common Stock”), of Capital Trust, Inc., a Maryland corporation (the “Issuer”). Amendment No. 10 amends and supplements the Schedule 13D, dated May 11, 2004 (“Original Schedule 13D”), as filed with the Securities and Exchange Commission (the “Commission”) on May 21, 2004, as amended by Amendment No. 1 to Schedule 13D, dated June 17, 2004, as filed with the Commission on June 21, 2004, Amendment No. 2 to the Schedule 13D, dated September 13, 2004, as filed with the Commission on September 13, 2004, Amendment No. 3 to the Schedule 13D, dated July 10, 2007, as filed with the Commission on July 13, 2007, Amendment No. 4 to the Schedule 13D, dated July 30, 2007, as filed with the Commission on August 1, 2007, Amendment No. 5 to the Schedule 13D, dated August 6, 2007, as filed with the Commission on August 6, 2007, Amendment No. 6 to the Schedule 13D, dated May 23, 2012, as filed with the Commission on May 24, 2012, Amendment No. 7 to the Schedule 13D, dated July 9, 2012, as filed with the Commission on July 10, 2012, Amendment No. 8 to the Schedule 13D, dated September 27, 2012, as filed with the Commission on September 28, 2012 and Amendment No. 9 to the Schedule 13D, dated January 1, 2013, as filed with the Commission on January 2, 2013 (together with the Original Schedule 13D, the “Schedule 13D”), in connection with the additional information set forth herein.
Item 4.
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Purpose of Transaction.
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Item 4 of Schedule 13D is hereby amended by the addition of the following information:
On March 26, 2013, the Reporting Persons entered into a letter agreement (the “Lock-Up Agreement”) with Citigroup Global Markets Inc. and certain other underwriters (collectively, the “Underwriters”) in connection to an underwritten public offering of the Issuer’s Common Stock.
The Schedule 13D is not an offer to purchase or a solicitation of any offer to sell any securities.
Item 5.
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Interest in Securities of the Issuer.
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Item 5 of this Schedule 13D is hereby amended and supplemented to add the following:
Rows (7) through (11) and (13) of the cover pages to this Amendment No. 10 are hereby incorporated by reference into this Item 5.
Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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tem 6 of this Schedule 13D is hereby amended and supplemented to add the following:
As described in Item 4 hereto, on March 26, 2013, the Reporting Persons entered into the Lock-Up Agreement with the Underwriters. Subject to the terms of the Lock-Up Agreement, the Reporting Persons have agreed that for a period of 90 days after the date of the final prospectus relating to the public offering they will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; provided, however, that, subject to certain requirements being met, the foregoing shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the closing of the public offering, (b) transfers as a bona fide gift or gifts, (c) transfers to affiliates of the Reporting Persons or to any investment fund or other entity controlled or managed by the Reporting Persons, (d) as a distribution to limited partners, members or stockholders of the Reporting Persons, (e) transfers to certain family members or dependents of the Reporting Persons, (f) transfers solely for estate planning purposes to any trust, (g) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (b) through (f) above or (h) pursuant to an order of a court or regulatory agency.
Pursuant to the Lock-Up Agreement, if (1) during the last 17 days of the restricted period the Issuer issues an earnings release or material news or a material event relating to the Issuer occurs or (2) prior to the expiration of the restricted period, the Issuer announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, the restrictions imposed by the Lock-up Agreement will continue to apply until the expiration of the 18-day period beginning on the
issuance of the earnings release or the occurrence of the material news or material event unless certain of the Underwriters waive such extension.
The information set forth in Item 4 with respect to the Lock-Up Agreement is incorporated into this Item 6 by reference.
The foregoing description of the terms of the Lock-Up Agreement is intended as a summary only and is qualified in its entirety by reference to the Lock-Up Letter, which is filed as an exhibit to this Schedule 13D and incorporated by reference herein.