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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Property Capital Trust, Inc.
(formerly known as Maryland Property Capital Trust, Inc.)
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(Exact Name of Registrant as Specified in its Charter)
Maryland 04-2452367*
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(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
177 Milk Street, Boston, Massachusetts 02109
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [_] box. [X]
Securities Act registration statement file number to which this form
relates: 333-67673
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(if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
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(Title of class)
*I.R.S. Employer Identification Number of Property Capital Trust, the
predecessor to the Registrant.
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
A description of the Common Stock of the Registrant is set forth in
the information provided under "Description of Capital Stock" and
"Comparison of Shareholders' Rights" in the Prospectus contained in
the Registration Statement on Form S-4 (the "Registration Statement"),
filed under the Securities Act of 1933 with the Securities and
Exchange Commission on November 20, 1998, File No. 333-67673, as
amended (including after the date hereof pursuant to Rule 424(b) under
the Securities Act of 1933), which information is incorporated herein
by reference.
Item 2. Exhibits.
(1) Form of Articles of Amendment and Restatement of Property
Capital Trust, Inc. (incorporated by reference to Exhibit
3.1 to the Registration Statement).
(2) Form of By-laws of Property Capital Trust, Inc.
(incorporated by reference to Exhibit 3.2 to the
Registration Statement).
(3) Form of Second Amended and Restated Agreement of Limited
Partnership of Property Capital Trust Limited Partnership
(incorporated by reference to Exhibit 4.1 to the
Registration Statement).
(4) Form of Certificate representing shares of Common Stock of
Property Capital Trust, Inc. (incorporated by reference to
Exhibit 4.2 to the Registration Statement).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
PROPERTY CAPITAL TRUST, INC.
By: /s/ Bruce A. Beal
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Bruce A. Beal, President
Dated: May 28, 1999
