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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO Rule 13d-2(a)
(Amendment No. ______)
Property Capital Trust, Inc.
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(Name of issuer)
Common Stock, $.01 par value per share
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(Title of class of securities)
74343M102
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(CUSIP number)
Bruce A. Beal
c/o The Beal Companies, LLP
177 Milk Street
Boston, MA 02109
(617) 451-2100
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(Name, address and telephone number of person
authorized to receive notices and communications)
May 28, 1999
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(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 9 Pages)
________________________________
*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 purpose of Section 18 of the Securities Exchange Act of
1934 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).
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SCHEDULE 13D
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CUSIP NO. 74343M102 PAGE 2 OF 9 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Molly Ann Special Limited Partnership
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Massachusetts
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SOLE VOTING POWER
7
NUMBER OF 83,167
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 83,167
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
83,167
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
17.3%
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TYPE OF REPORTING PERSON*
14
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
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CUSIP NO. 74343M102 PAGE 3 OF 9 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bruce A. Beal
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
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SOLE VOTING POWER
7
NUMBER OF 25,001
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
92,673
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 25,001
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
92,673
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
117,674
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [X]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
24.5%
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TYPE OF REPORTING PERSON*
14
IN
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SCHEDULE 13D
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CUSIP NO. 74343M102 PAGE 4 OF 9 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert L. Beal
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
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SOLE VOTING POWER
7
NUMBER OF 25,001
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
92,673
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 25,001
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
92,673
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
117,674
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [X]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
24.5%
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TYPE OF REPORTING PERSON*
14
IN
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Page 5 of 9 Pages
Item 1. Security of the Issuer.
----------------------
The securities to which this statement relates are the shares of Common
Stock, par value $.01 per share (the "Common Stock"), of Property Capital Trust,
Inc., a Maryland corporation (the "Company"). The principal executive offices
of the Company are located at 177 Milk Street, Boston, Massachusetts 02109.
Item 2. Identity and Background.
-----------------------
This statement is being filed jointly on behalf of Molly Ann Special
Limited Partnership, a Massachusetts limited partnership (the "Partnership"),
and Bruce A. Beal and Robert L. Beal, the general partners of the Partnership
(the "General Partners" and together with the Partnership, the "Reporting
Persons").
The business address or principal office address of the Partnership is as
follows: 177 Milk Street, Boston, Massachusetts 02109. The business address or
principal office address of the General Partners is as follows: 177 Milk Street,
Boston, Massachusetts 02109.
The principal business of the Partnership is real estate investment. The
principal business of the General Partners is real estate development and
investment. Both Bruce and Robert Beal are partners of The Beal Companies, LLP,
a real estate company, located at 177 Milk Street, Boston, Massachusetts 02109.
During the last five years, none of the Reporting Persons has been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to any 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 violations with respect to such laws.
Each of the General Partners is a citizen of the United States.
The Reporting Persons are filing this statement because such Reporting
Persons may be deemed to be members of a group for purposes of Section 13(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
On May 26, 1999, Framingham York Associates Limited Partnership, a
Massachusetts limited partnership ("FYA"), purchased an aggregate of 319,489
shares of Common Stock of the Company in exchange for $1 million in cash.
Immediately following such purchase, FYA distributed (the "Distribution") such
shares to its partners based on their pro rata percentage
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Page 6 of 9 Pages
interests in FYA. The Partnership was a limited partner of FYA and received
83,167 shares of the Common Stock of the Company (the "Securities"),
representing its pro rata percentage interest in FYA, in such Distribution.
Item 4. Purpose of Transaction.
----------------------
The Reporting Persons acquired the Securities for investment purposes.
From time to time, the Reporting Persons may acquire additional shares of Common
Stock of the Company or may dispose of the Securities, depending on various
factors, including, but not limited to, general economic and business
conditions, monetary and stock market conditions and future developments
affecting the Reporting Persons or the Company. Except as set forth above, the
Reporting Persons do not have any present plan or proposal to take any action
enumerated in the instructions to Item 4 of Schedule 13D under the Exchange Act.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) Amount Beneficially Owned:
As of the date hereof, the Partnership directly owns 83,167 shares of
Common Stock of the Company. Based upon there being approximately
479,226 shares of Common Stock outstanding (includes the number of
shares directly and beneficially owned by the Partnership), the
Partnership directly and beneficially owns approximately 17.3% of such
outstanding shares.
As of the date hereof, Bruce A. Beal is deemed the beneficial owner of
the Securities acquired by the Partnership in the Distribution, or an
aggregate of 83,167 shares of Common Stock of the Company. Bruce A.
Beal's direct and beneficial ownership consists of 3,195 shares of
Common Stock of the Company he acquired in the Distribution as a
result of being a partner in FYA. Bruce A. Beal's indirect and
beneficial ownership also consists of (i) 5,942 shares directly and
beneficially owned by the Bruce A. Beal 1998 Revocable Trust, of which
Bruce A. Beal is the trustee and the sole beneficiary, (ii) 3,564
shares directly and beneficially owned by the Robert L. Beal 1994
Revocable Trust, of which Bruce A. Beal is the trustee, (iii) 4,792
shares directly and beneficially owned by the Paul B. Beal Trust, of
which Bruce A. Beal is the trustee, (iv) 3, 195 shares directly and
beneficially owned by the Minna B. Oppenheim Trust, of which Bruce A.
Beal is the trustee and (v) 13,819 shares directly and beneficially
owned by the Margaret R. Beal Trust, of which Bruce A. Beal is the
trustee. The shares listed in clauses (i) through (v) above were
acquired in the Distribution by the respective entities as a result of
such entities being partners in FYA. Based upon there being
approximately 479,226 shares of Common Stock outstanding (includes the
number of shares directly or indirectly and beneficially owned by the
Reporting Persons), Bruce A. Beal either directly or indirectly and
beneficially owns approximately 24.5% of such outstanding shares.
Pursuant to Rule 13d-4 of the Exchange Act,
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Page 7 of 9 Pages
Bruce A. Beal disclaims beneficial ownership of the Securities and the
shares listed in clauses (i) through (v) above except to the extent of
his pecuniary interest therein.
As of the date hereof, Robert L. Beal is deemed the beneficial owner
of the Securities acquired by the Partnership in the Distribution, or
an aggregate of 83,167 shares of Common Stock of the Company. Robert
L. Beal's direct and beneficial ownership consists of 3,195 shares of
Common Stock of the Company he acquired in the Distribution as a
result of being a partner in FYA. Robert L. Beal's indirect and
beneficial ownership also consists of (i) 5,942 shares directly and
beneficially owned by the Bruce A. Beal 1998 Revocable Trust, of which
Robert L. Beal is the trustee, (ii) 3,564 shares directly and
beneficially owned by the Robert L. Beal 1994 Revocable Trust, of
which Robert L. Beal is the trustee and the sole beneficiary, (iii)
4,792 shares directly and beneficially owned by the Paul B. Beal
Trust, of which Robert L. Beal is the trustee, (iv) 3, 195 shares
directly and beneficially owned by the Minna B. Oppenheim Trust, of
which Robert L. Beal is the trustee and (v) 13,819 shares directly and
beneficially owned by the Margaret R. Beal Trust, of which Robert L.
Beal is the trustee. The shares listed in clauses (i) through (v)
above were acquired in the Distribution by the respective entities as
a result of such entities being partners in FYA. Based upon there
being approximately 479,226 shares of Common Stock outstanding
(includes the number of shares directly or indirectly and beneficially
owned by the Reporting Persons), Robert L. Beal either directly or
indirectly and beneficially owns approximately 24.5% of such
outstanding shares. Pursuant to Rule 13d-4 of the Exchange Act, Robert
L. Beal disclaims beneficial ownership of the Securities and the
shares listed in clauses (i) through (v) above except to the extent of
his pecuniary interest therein.
(b) The responses of the Reporting Persons to Items 7 through 11 of the
cover pages to this statement relating to the beneficial ownership of
shares of Common Stock of the Company are incorporated herein by
reference.
(c) Other than as otherwise described herein, the Reporting Persons have
not effected any transactions in the Common Stock of the Company
during the preceding 60 days.
(d) Not applicable
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
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to Securities of the Issuer.
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None
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Page 8 of 9 Pages
Item 7. Material to be Filed as Exhibits.
--------------------------------
None
* * *
This statement speaks as of its date, and no inference should be drawn that
no change has occurred in the facts set forth herein after the date hereof.
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Page 9 of 9 Pages
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: June 8, 1999
MOLLY ANN SPECIAL LIMITED PARTNERSHIP
By: /s/ Robert L. Beal
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Name: Robert L. Beal
Title: General Partner
/s/ Bruce A. Beal
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Bruce A. Beal
/s/ Robert L. Beal
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Robert L. Beal
