SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
Under
the
Securities Exchange Act of 1934
(Amendment
No. 3)*
______________________________
CBRE
Realty Finance, Inc.
(Name
of
Issuer)
Common
Stock, par value $0.01 per share
(Title
of
Class of Securities)
12498B307
(CUSIP
Number)
Walter
Horn
General
Counsel
Arbor
Realty Trust, Inc.
333
Earle Ovington Blvd, Suite 900
Uniondale,
New York 11553
(516)
832-8002
(Name,
address and telephone number of person authorized
to
receive notices and communications)
January
28, 2008
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-(g), check the
following box. o
Note:
Schedules filed in paper format shall include a signed original and five
copies
of the schedule, including all exhibits. See § 240.13d-7 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 purposes of Section 18 of the Securities Exchange Act
of 1934
(the "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.)
(CONTINUED
ON FOLLOWING PAGES)
(PAGE
1
of 8)
CUSIP
No.
12498B307 |
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(PAGE
2 OF
8)
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1
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NAME
OF REPORTING PERSON
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Arbor
Realty Trust, Inc.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a)
x
(b)
o
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS:
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WC
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d)
OR 2(e):
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o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION:
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Maryland
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7
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
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SOLE
VOTING POWER:
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2,939,465
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8
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SHARED
VOTING POWER:
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0
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9
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SOLE
DISPOSITIVE POWER:
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2,939,465
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10
|
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SHARED
DISPOSITIVE POWER:
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0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
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2,939,465
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS):
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o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
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9.5%
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14
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TYPE
OF REPORTING PERSON:
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CO
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CUSIP No. 12498B307
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(PAGE
3 OF
8)
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1
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NAME
OF REPORTING PERSON
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Ivan
Kaufman
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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3
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SEC
USE ONLY
|
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4
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SOURCE
OF FUNDS:
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AF
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d)
OR 2(e):
|
o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION:
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United
States of America
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7
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
|
SOLE
VOTING POWER:
|
0
|
8
|
|
SHARED
VOTING POWER:
|
2,939,465
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9
|
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SOLE
DISPOSITIVE POWER:
|
0
|
10
|
|
SHARED
DISPOSITIVE POWER:
|
2,939,465
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
|
2,939,465
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE
INSTRUCTIONS):
|
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
9.5%
|
14
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TYPE
OF REPORTING PERSON:
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IN
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CUSIP No. 12498B307 |
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(PAGE
4 OF
8)
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This
Amendment No. 3 to Schedule 13D (this "Amendment No. 3") amends and supplements
the Schedule 13D filed by Arbor Realty Trust, Inc., a Maryland corporation
("Arbor Realty") on November 23, 2007, as amended by Amendment No. 1 thereto,
filed on November 27, 2007, and as further amended by Amendment No. 2 thereto,
filed on November 29, 2007 (as so amended, the "Schedule
13D") relating to its beneficial ownership of the common stock, par
value $0.01 per share (the "Common Stock"), of CBRE Realty Finance, Inc.,
a
Maryland corporation (the "Issuer"). This Amendment No. 3 amends Item
2, Item 3, Item 4, Item 5, Item 6 and Item 7 of the Schedule
13D. Unless amended or supplemented by this Amendment No. 3, all
information previously reported on the Schedule 13D remains in
effect.
ITEM
1
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Security
and Issuer
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There
is no change to Item
1 of the Schedule 13D.
ITEM
2
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Identity
and Background
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This
Item is hereby
amended to add the following:
Ivan
Kaufman ("Mr.
Kaufman") is hereby added as a Reporting Person to the Schedule 13D (together,
with the original Reporting Person, the "Arbor Group").
Mr.
Kaufman is a citizen
of the United States. The principal business address and office for
Mr. Kaufman is 333 Earle Ovington Blvd, Uniondale, New
York 11553. The principal occupation of Mr. Kaufman is
serving as the Chairman of the Board of Directors, President and Chief Executive
Officer of Arbor Realty and as the Chairman of Arbor Commercial Mortgage,
LLC,
the external manager of Arbor Realty.
No
Reporting Person has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors). No Reporting Person has, during
the
last five years, been 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 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
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Source
and Amount of Funds or Other Consideration
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This
Item is hereby
amended to add the following:
Arbor
Realty used its
working capital to purchase the 39,709 shares of Common Stock reported in
Item
5(c) of this Amendment No. 3. The aggregate cost of purchasing such shares
(including brokerage commissions, if any) was $243,975.
ITEM
4
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Purpose
of Transaction
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The
following paragraphs
are hereby added to Item 4 of the Original Schedule 13D:
On
January 22, 2008, Ivan
Kaufman, the Chief Executive Officer of Arbor Realty, sent Kenneth Witkin,
the
Chief Executive Officer of the Issuer ("Mr. Witkin"), a letter (the "January
22
Letter")
CUSIP No. 12498B307 |
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(PAGE
5 OF
8)
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requesting
information
regarding the performance of certain of the Issuer's assets and whether related
interim and projected write-downs may have a material effect on the
Issuer. The foregoing summary is qualified in all respects by
reference to the text of the January 22 Letter, a copy of which is attached
as
Exhibit
3 hereto and is incorporated herein by reference.
On
January 22, 2008, Arbor
Realty issued a press release regarding the January 22 Letter, a copy of
which
is attached as Exhibit
4 hereto and is incorporated herein by reference.
On
January 28, 2008, Arbor
Realty delivered a letter to the Issuer (the "Notification Letter"), notifying
the Issuer that Arbor Realty intends to appear at the 2008 annual meeting
(the
"2008 Annual Meeting") of the Issuer's stockholders, in person or by proxy,
to
nominate and seek to elect individuals as members of the board of directors
of
the Issuer (the "Nominees"). A copy of the Notification Letter is
being filed as Exhibit
5 hereto, is incorporated in this Item 4 by reference, and any
descriptions herein of the Notification Letter are qualified in their entirety
by reference to the Notification Letter. Arbor Realty intends to
solicit the proxies of other stockholders and may take such other actions
as it
deems necessary or desirable in order to secure the election of its
nominees.
On
January 28, 2008, Arbor
Realty filed a complaint against the Issuer for declaratory and injunctive
relief in the United States District Court for the District of Maryland (the
"Complaint"). The Complaint requests, among other things, that the
court enjoin the Issuer from rejecting the nomination of the individuals
identified in the Notification Letter, on the basis of certain false and
misleading disclosures in the Issuer's proxy statement filed on Schedule
14A for
its 2007 Annual Meeting.
The
Reporting Persons
understand that the Nominees, if elected, intend to evaluate all strategic
alternatives to enhance and maximize, stockholder value, including, but not
limited to: (i) seeking a business combination or sale of the Company; (ii)
reviewing the performance of CBRE Realty Finance Management, LLC, the
manager of the Issuer (the "Manager"); (iii) replacing the
Manager; and (iv) seeking the reimbursement of fees previously
paid to the Manager, if warranted.
The
Reporting Persons
may consider other measures designed to improve the corporate governance
of the Issuer, which measures may include submitting one or more proposals
for
the consideration of the Issuer's stockholders at the 2008 Annual Meeting
and
pursuing pending and additional litigation to compel the Issuer and its board
of
directors to act in the best interests of the Issuer's
stockholders.
Other
than as described in
this Item 4, or such as would occur if any of the Reporting Persons
decide to pursue any of the actions described above, the Reporting
Persons do not have any present plans or proposals which relate to or
would result in: (i) the acquisition by any person of additional securities
of
the Issuer, or the disposition of securities of the Issuer; (ii) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries; (iii) a sale
or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (iv) 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; (v) any material
change in the present capitalization or dividend policy of the Issuer; (vi)
any
other material change in the Issuer's business or corporate structure; (vii)
changes in the Issuer's charter, by-laws or other instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person; (viii) causing a class of securities of the Issuer
to be
de-listed 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; (ix) a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Act;
or (x)
any action similar to any of those enumerated above.
CUSIP
No.
12498B307 |
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(PAGE 6
OF 8)
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ITEM
5
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Interest
in Securities of the Issuer
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This
Item is hereby
amended and restated as follows:
(a)-(b) The
Reporting Persons may be deemed to be a group within the meaning of Section
13(d) of the Act consisting of Reporting Persons as a result of the facts
and
circumstances described in Items 2, 4, 5 and 6 of the Schedule 13D as amended
by
this Amendment No. 3. The Arbor Group may be deemed beneficially to own in
the
aggregate 2,939,465 shares of common stock, par value $0.01 per share of
the
Issuer ("Common Stock"), which represents approximately 9.5% of the number
of
outstanding shares of Common Stock outstanding on November 13, 2007, as reported
by the Issuer in its Quarterly Report on Form 10-Q filed on November 14,
2007.
Arbor
Realty has the sole
power to vote and to direct the disposition of 2,939,465 shares of Common
Stock.
As
of April 16, 2007, Mr.
Kaufman beneficially owned 20.7% of the common stock of Arbor
Realty. Based on Mr. Kaufman's voting power in Arbor Realty, and the
other facts and circumstances described in Items 2, 5, and 6 of this Amendment
No. 3 and the Schedule 13D, Mr. Kaufman may be deemed to beneficially own
the
shares of Common Stock held by Arbor Realty. Mr. Kaufman disclaims
beneficially ownership of the shares of Common Stock held by Arbor
Realty.
(c) During
the sixty (60) days preceding January 28, 2008, the date of the event requiring
the filing of this Amendment No. 3, and from such date to the date of this
filing, Arbor Realty purchased shares of Common Stock in various open market
transactions, the terms of which are set forth on Schedule
B-1 to this Amendment No. 3, and are incorporated herein by
reference.
(d)
and
(e): Not applicable
ITEM
6
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Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer
|
This
Item is hereby
amended to add the following:
CUSIP No. 12498B307 |
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(PAGE
7 OF
8)
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On
January 24, 2008, Arbor Realty entered into Participation and
Indemnification Agreements with each of the Nominees. Pursuant to the
Participation and Indemnification Agreements, Arbor Realty has
agreed: (i) to pay each of the Nominees $5,000.00 in cash upon the
submission of the Notification Letter by Arbor Realty to the Issuer for
being
named as and agreeing to serve as nominees for election as directors of
the
Issuer and (ii) to indemnify each of the Nominees against claims arising
from
the solicitation of proxies from the Issuer's shareholders at the 2008
Annual
Meeting and any related transactions. In addition, Arbor
Realty will pay, or cause to be paid, the entire expense of the solicitation
of
proxies, including attorneys' and proxy solicitor's fees and costs relating
to
the preparation and mailing of materials relating to the solicitation of
proxies. A form of the Participation and Indemnification
Agreement signed by each of the Nominees is attached hereto as Exhibit 6
and is incorporated herein by reference. The foregoing summary is
qualified in all respects by reference to such exhibit.
On
January 28, 2008, the
Reporting Persons and the Nominees entered into a Joint Filing and Solicitation
Agreement in which, among other things, (a) the parties agreed to the joint
filing on behalf of each of them of statements on Schedule 13D with respect
to
the securities of the Issuer to the extent required under
applicable securities laws, (b) the parties agreed to form the group for
the
purpose of soliciting proxies or written consents for the election of the
persons nominated by Arbor Realty to the Issuer's board of directors at
the 2008
Annual Meeting and for the purpose of taking all other actions incidental
to the
foregoing and (c) the parties agreed that Arbor shall have the right to
pre-approve all expenses incurred in connection with the group's activities
and
agreed to pay directly all such pre-approved expenses. A copy of this agreement
is attached hereto as Exhibit 7
and is incorporated herein by reference. The foregoing summary is
qualified in all respects by reference to such exhibit.
ITEM
7
|
Material
to Be Filed as Exhibits
|
Item
7 of the Schedule 13D
is hereby amended to add the following exhibits:
Exhibit
3:
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Letter,
dated January 22, 2008, of Arbor Realty to the Issuer.
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Exhibit
4:
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Press
release, dated January 22, 2008, of Arbor Realty.
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Exhibit
5:
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Notice
of Intent, dated January 28, 2008, of Arbor Realty to the Issuer.
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Exhibit
6:
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Form
of Participation and Indemnification Agreement.
|
|
|
Exhibit
7:
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Joint
Filing and Solicitation Agreement, dated January 28, 2008 among
Ivan
Kaufman, Arbor Realty and each of the
Nominees.
|
|
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Exhibit
8:
|
Power
of Attorney for Gregg A. Cohen, Alan De Rose, David J. Heymann,
Neil H.
Koenig, Gerald L. Nudo, Robert M. Pascucci and William F. Regan.
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CUSIP
No.
12498B307 |
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(PAGE
8 OF
8)
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SIGNATURES
After
reasonable inquiry and to the best of the undersigned's knowledge and belief,
the undersigned certifies that the information set forth in this Statement
is
true, complete and correct.
Dated: January
28, 2008
IVAN
KAUFMAN
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By:
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/s/
Ivan Kaufman |
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Name:
Ivan Kaufman
|
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ARBOR
REALTY TRUST, INC.
|
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By:
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/s/
Ivan
Kaufman |
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Name:
Ivan Kaufman
|
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Title:
Chief Executive Officer
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SCHEDULE
B-1
OPEN
MARKET PURCHASES OF COMMON STOCK BY ARBOR REALTY
FROM
11/23/2007 TO 1/28/2008
TRADE
DATE
|
NO.
OF SHARES
|
WEIGHTED
AVERAGE
PRICE
PER
SHARE ($)
|
TOTAL
COST ($)
|
12/07/2007
|
36,309
|
6.25
|
228,348
|
12/11/2007
|
2,400
|
6.47
|
15,627
|