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): May 25, 2004
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CAPITAL TRUST, INC.
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(Exact Name of Registrant as specified in its charter)
Maryland 1-14788 94-6181186
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
410 Park Avenue, 14th Floor, New York, NY 10022
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 655-0220
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N/A
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(Former name or former address, if changed since last report):
Item 9. Regulation FD Disclosure
Institutional Shareholder Services ("ISS") has requested that Capital
Trust, Inc. (the "Company") provide ISS with additional information about the
fees billed for tax services that the Company reported in its proxy statement
for its 2004 annual meeting of shareholders. ISS further requested that the
Company publish this information either in a Form 8-K filing or in a press
release. The following information addresses the questions raised by ISS
regarding the components of fees billed by Ernst & Young LLP for services
rendered for the fiscal year ended December 31, 2003:
Audit, Audit-Related and Tax Preparation and Compliance Fees
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Audit Fees $ 206,917
Audit-Related Fees $ 20,300
Tax Preparation and Compliance Fees $ 178,800
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Total Audit, Audit-Related and Tax Preparation and Compliance Fees $ 406,017
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Other Non-Audit Fees
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Other Tax Related Fees (1) $ 112,606
All Other Fees (2) $ 318,802
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Total - Other Fees $ 431,408
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Total - Fees $ 837,425
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(1) These tax fees include amounts billed to the Company primarily for tax
planning and consulting.
(2) All other fees include amounts billed to the Company related to audit of
funds under management and tax return preparation for these funds under
management for which the Company is reimbursed by the funds.
The information in this Current Report on Form 8-K ("Current Report") is
being furnished and shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of such section. The information in this Current Report shall not be
incorporated by reference into any registration statement or other document
pursuant to the Securities Act of 1933, as amended.
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
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Name: John R. Klopp
Title: Chief Executive Officer
Date: May 25, 2004