SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 5)*
______________________________
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)
April
23, 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 6)
1
|
NAME
OF REPORTING PERSON
|
Arbor
Realty Trust, Inc.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP:
|
(a)
|
x
|
(b)
|
o
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS:
|
WC
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e):
|
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
Maryland
|
7
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
|
SOLE
VOTING POWER:
|
2,939,465
|
8
|
|
SHARED
VOTING POWER:
|
0
|
9
|
|
SOLE
DISPOSITIVE POWER:
|
2,939,465
|
10
|
|
SHARED
DISPOSITIVE POWER:
|
0
|
11
|
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
|
TYPE
OF REPORTING PERSON:
|
CO
|
1
|
NAME
OF REPORTING PERSON
|
Ivan
Kaufman
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP:
|
(a)
|
x
|
(b)
|
o
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS:
|
AF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e):
|
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
United
States of America
|
7
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
|
SOLE
VOTING POWER:
|
0
|
8
|
|
SHARED
VOTING POWER:
|
2,939,465
|
9
|
|
SOLE
DISPOSITIVE POWER:
|
0
|
10
|
|
SHARED
DISPOSITIVE POWER:
|
2,939,465
|
11
|
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
|
TYPE
OF REPORTING PERSON:
|
IN
|
EXPLANATORY
NOTE
This Amendment No. 5 to Schedule 13D
(this "Amendment No. 5") 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, as
further amended by Amendment No. 2 thereto, filed on November 29, 2007, as
further amended by Amendment No. 3 thereto, filed on January 28, 2008 and as
further amended by Amendment No. 4, filed on March 6, 2008 (as so amended, the
"Schedule 13D") relating to its beneficial ownership of the common stock, par
value $0.01 per share, of CBRE Realty Finance, Inc., a Maryland corporation (the
"Issuer"). This Amendment No. 5 amends Items 4, 6 and 7 of the
Schedule 13D. Unless amended or supplemented by this Amendment No. 5,
all information previously reported on the Schedule 13D remains in
effect.
ITEM
1
|
Security
and Issuer
|
There is no change to Item 1 of
the Schedule 13D.
ITEM
2
|
Identity
and Background
|
There is no change to Item 2 of the
Schedule 13D.
ITEM
3
|
Source
and Amount of Funds or Other
Consideration
|
There is no change to Item 3 of
the Schedule 13D.
ITEM
4
|
Purpose
of Transaction
|
The following
paragraphs hereby amend and supplement Item 4 of the Schedule
13D:
On April 23, 2008, Arbor Realty and
Ivan Kaufman (together, the "Arbor Group") the Issuer entered into an agreement
(the "Settlement Agreement") ending the election contest that was to occur at
the Issuer's 2008 Annual Meeting of Stockholders (the "2008 Annual
Meeting").
Pursuant to the terms of the Settlement
Agreement, the Arbor Group has agreed to (a) withdraw the nomination of its
slate of directors for election at the 2008 Annual Meeting, (b) waive any right
to inspect records and lists of stockholders of the Issuer in connection with
the 2008 Annual Meeting, (c) abide by certain standstill provisions during the
12-month period beginning on April 23, 2008, including restrictions with respect
to the initiation of any proxy solicitation, among other actions, and (d) vote
all shares of common stock, par value $0.01 per share of the Issuer (the "Common
Stock") which it is entitled to vote at the 2008 Annual Meeting in support of
the slate of directors nominated by the Issuer's board of directors (the
"Board") at the 2008 Annual Meeting.
Under the terms of the Settlement
Agreement, the Issuer has agreed that, during the 12-month period beginning
on April 23, 2008, it will afford Arbor Realty the opportunity to participate in
any sale process that may be initiated by the Board which seeks proposals for
the acquisition of all or substantially all of the common stock or assets of the
Issuer. The agreement stipulates that Arbor Realty will be required
to comply with the terms and conditions generally applicable to the other
participants in any such sale process.
The Settlement Agreement terminates on
the one year anniversary of April 23, 2008, unless sooner terminated by a
non-breaching party in the event that there is a material breach by any other
party to the agreement (except that a member of the Arbor Group may not
terminate the agreement based on a breach by the other member of the Arbor
Group).
The foregoing description of the
Settlement Agreement is qualified in its entirety by the Settlement Agreement, a
copy of which is filed as Exhibit 10 to this report and is incorporated into
this Item 4 by reference. A copy of the joint press release filed by
Arbor and the Issuer relating to the Settlement Agreement is filed as
Exhibit 11 to this report and is incorporated into this Item 4 by
reference.
ITEM
5 |
Interest
in Securities of the Issuer |
|
There
is no change to Item 5 of the Schedule
13D. |
ITEM
6
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer
|
|
The
following information hereby amends and supplements Item 6 of the Schedule
13D: |
|
|
|
The
information set forth above in Item 4 is incorporated herein by
reference.
|
ITEM
7 |
Material
to Be Filed as Exhibits |
|
Item
7 of the Schedule 13D is hereby amended to add the following
exhibits: |
Exhibit
10:
|
Settlement
Agreement, by and among Arbor Realty Trust, Inc., Ivan Kaufman and CBRE
Realty Finance, Inc., dated April 23,
2008.
|
Exhibit
11:
|
Press
Release, dated April 23, 2008.
|
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: April
24, 2008
IVAN
KAUFMAN
|
|
|
By:
|
/s/
Ivan Kaufman |
|
|
Name:
Ivan Kaufman
|
|
|
|
|
ARBOR
REALTY TRUST, INC.
|
|
|
By:
|
/s/
Ivan Kaufman |
|
|
Name:
Ivan Kaufman
|
|
Title: Chief
Executive
Officer
|