<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 8-K/A
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 28, 1999
PROPERTY CAPITAL TRUST, INC.
(formerly known as Maryland Property Capital Trust, Inc.)
---------------------------------------------------------
(Exact name of registrant as specified in charter)
Maryland 0-26215 04-2452367
-------------------- --------------- ------------------
(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
177 Milk Street, Boston, Massachusetts 02109
--------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (617) 451-2100
--------------
<PAGE>
Item 7 - Financial Statements, Pro Forma Financial Information and Exhibits
- ---------------------------------------------------------------------------
(A) Financial Statements of Business Acquired
1. Balance Sheets of Framingham York Associates Limited Partnership
("FYA") as of March 31, 1999 (unaudited)
2. Statements of Income of FYA as of March 31, 1999 (unaudited)
3. Statements of Partners' Capital of FYA as of March 31, 1999
(unaudited)
4. Statements of Cash Flows of FYA as of March 31, 1999 (unaudited)
5. Notes to Financial Statements of FYA
(B) Pro Forma Financial Information
1. Pro Forma Condensed Combined Balance Sheet of Property Capital Trust,
Inc. (the "Company") as of March 31, 1999 (unaudited)
2. Notes to Pro Forma Condensed Combined Balance Sheet of the Company as
of March 31, 1999
3. Pro Forma Condensed Combined Statement of Operations of the Company
for the Three Months Ended March 31, 1999 (unaudited)
4. Pro Forma Condensed Combined Statement of Operations of the Company
for the Year Ended December 31, 1998
5. Notes to Pro Forma Condensed Combined Statement of Operations for the
Three Months Ended March 31, 1999 and for the Year Ended December 31,
1998
2
<PAGE>
FRAMINGHAM YORK ASSOCIATES LIMITED PARTNERSHIP
FINANCIAL STATEMENTS
AS OF MARCH 31, 1999
<PAGE>
FRAMINGHAM YORK ASSOCIATES LIMITED PARTNERSHIP
BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
----------- ----------
(Unaudited)
<S> <C> <C>
Assets
Rental Property, net............... $ 1,004,625 $1,012,348
Cash and Cash Equivalents.......... 145,450 153,094
Deferred Charges, net.............. 40,262 28,313
Deferred Rent ..................... 301,925 313,538
----------- ----------
$ 1,492,262 $1,507,293
=========== ==========
Liabilities and Partners' Capital
Liabilities:
Accounts payable and accrued
expenses........................ $ 6,499 $ 14,000
Tenant security deposits......... 11,453 11,453
----------- ----------
17,952 25,453
Partners' Capital.................. 1,474,310 1,481,840
----------- ----------
$ 1,492,262 $1,507,293
=========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
FRAMINGHAM YORK ASSOCIATES LIMITED PARTNERSHIP
STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Three Months Year Ended
Ended March 31, December 31,
1999 1998
-------------- --------
(Unaudited)
<S> <C> <C>
Revenues:
Rental income............................. $ 77,637 $310,550
Miscellaneous income...................... 586 4,552
------------- --------
78,223 315,102
Expenses:
Administrative and financial expenses..... 5,478 42,037
Depreciation.............................. 7,723 30,891
Amortization.............................. 50 201
------------- --------
Net income................................ $ 64,972 $241,973
============= ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
FRAMINGHAM YORK ASSOCIATES LIMITED PARTNERSHIP
STATEMENTS OF PARTNERS' CAPITAL
<TABLE>
<CAPTION>
General Limited
Partners Partners Total
-------- ---------- ----------
<S> <C> <C> <C>
Partners' Capital, December 31, 1997......... $30,868 $1,498,999 $1,529,867
Distributions to partners ................. (5,800) (284,200) (290,000)
Net income ................................ 4,839 237,134 241,973
------- ---------- ----------
Partners' Capital, December 31, 1998 ........ 29,907 1,451,933 1,481,840
------- ---------- ----------
Distributions to partners (unaudited)...... (1,450) (71,052) (72,502)
Net income (unaudited)..................... 1,299 63,673 64,972
------- ---------- ----------
Partners' Capital, March 31, 1999............ $29,756 $1,444,554 $1,474,310
======= ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
FRAMINGHAM YORK ASSOCIATES LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three Months Year Ended
Ended March 31, December 31
--------------- -----------
1999 1998
--------------- -----------
(Unaudited)
<S> <C> <C>
Cash Flows from Operating Activities:
Net income........................... $ 64,972 $241,973
Adjustments to reconcile net income
to net cash provided by operating
activities--
Depreciation and amortization....... 7,773 31,092
Decrease in deferred rent........... 11,613 22,450
Increase (decrease) in accounts
payable and accrued expenses....... (7,501) 3,500
-------------- --------
Total adjustments.................. 11,885 57,042
-------------- --------
Net cash provided by operating
activities........................ 76,857 299,015
-------------- --------
Cash Flows from Investing Activities:
Additions to deferred charges........ (11,999) -
-------------- --------
Net cash used in investing
activities........................ (11,999) -
-------------- --------
Cash Flows from Financing Activities:
Distributions to partners............ (72,502) (290,000)
-------------- --------
Net cash used in financing
activities........................ (72,502) (290,000)
-------------- --------
Net increase (decrease) in cash........ (7,644) 9,015
Cash and cash equivalents, beginning of
period................................ 153,094 144,079
--------------- --------
Cash and cash equivalents, end of
period................................ $ 145,450 $153,094
=============== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
FRAMINGHAM YORK ASSOCIATES LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
(1) Business and Organization
Framingham York Associates Limited Partnership (FYA) was formed pursuant to
the provisions of the Uniform Limited Partnership Act of Massachusetts to
acquire, hold, develop, operate and lease real property. FYA owns and operates
commercial real estate located at 51 New York Avenue, Framingham,
Massachusetts.
(2) Basis of Presentation and Significant Accounting Policies
In the opinion of the management of FYA, the accompanying unaudited
financial statements contain all adjustments, consisting of normal and recurring
adjustments, necessary to present fairly FYA's financial position as of March
31, 1999 and the results of its operations and its cash flows for the period
ended March 31, 1999.
The information contained in these financial statements should be read in
conjunction with FYA's financial statements for the year ended December 31, 1998
filed with the Securities and Exchange Commission on Amendment No. 3 of Form
S-4 on March 17, 1999.
<PAGE>
PRO FORMA FINANCIALS FOR PROPERTY CAPITAL TRUST, INC.
Pro Forma Condensed
Combined Financial Statements
(Unaudited)
The pro forma condensed consolidated balance sheet of the Company as of March
31, 1999 has been prepared to reflect the following transactions, as if each of
such transactions and adjustments had occurred on March 31, 1999;
(1) The merger of Property Capital Trust into Maryland Property Capital
Trust, Inc.;
(2) The purchase of approximately 319,000 shares of common stock of
Maryland Property Capital Trust, Inc. by Framingham York Associates
Limited Partnership and the distribution of those shares to its
partners; and
(3) The merger of Framingham York Associates Limited Partnership with
Property Capital Trust Limited Partnership.
The pro forma condensed statement of operations of the Company for the three
months ended March 31, 1999 and for the year ended December 31, 1998 have been
prepared to reflect the above transactions and certain other adjustments, as if
such transactions and adjustments had occurred on January 1, 1998.
In the opinion of management, the pro forma condensed financial information
provides for all adjustments necessary to reflect the effects of the foregoing
transactions and adjustments. The pro forma information is unaudited and is
not necessarily indicative of the combined results that would have occurred if
the transactions and adjustments reflected therein had been consummated on the
dates indicated, or on any particular date in the future, nor does it purport
to represent the financial position, results of operations or changes in cash
flows for future periods.
<PAGE>
PROPERTY CAPITAL TRUST, INC.
Pro Forma Condensed Combined Balance Sheet
as of March 31, 1999
(Dollars in Thousands)
<TABLE>
<CAPTION>
Pro Forma
FYA The Trust Adjustments Pro Forma
------ --------- ----------- ---------
<S> <C> <C> <C> <C>
Assets:
Properties, net................... $1,005 $ -- $ -- $ 1,005
Cash and cash equivalents......... 145 3,357 (3,357)(A) 1,055
983 (B)
(73)(C)
Deferred rent receivable.......... 302 -- -- 302
Deferred charges.................. 40 -- 17 (B) 57
Other assets...................... -- 100 (100)(A) --
------ --------- --------- -------
Total assets.................... $1,492 $ 3,457 $ (2,530) $ 2,419
====== ========= ========= =======
Liabilities and Shareholders'
Equity:
Mortgage debt..................... $ -- $ -- $ 1,000 (B) $ 1,000
Accounts payable and accrued
expenses......................... 7 759 (759)(A) 978
971 (E)
Other liabilities................. 11 -- 316 (E) 327
------ --------- --------- -------
Total liabilities............... 18 759 1,528 2,305
------ --------- --------- -------
Limited Partners' Interest in
Operating Partnership.............. -- -- 401 (D) 401
------ --------- --------- -------
Owners' Equity...................... 1,474 -- (1,000)(B) --
(73)(C)
(401)(D)
Common Stock........................ -- 108,568 (108,566)(A) 5
3 (B)
Paid-in Capital..................... -- -- (2)(A) 995
997 (B)
Accumulated Deficit................. -- (105,870) 105,870 (A) (1,287)
(1,287)(E)
------ --------- --------- -------
Total shareholders' equity...... 1,474 2,698 (4,459) (287)
------ --------- --------- -------
Total liabilities and
shareholders' equity........... $1,492 $ 3,457 $ (2,530) $ 2,419
====== ========= ========= =======
</TABLE>
<PAGE>
PROPERTY CAPITAL TRUST, INC.
Notes to Pro Forma Condensed Combined Balance Sheet
as of March 31, 1999
(Unaudited)
The Pro Forma Adjustments:
(A) Upon consummation of the merger of Property Capital Trust into Maryland
Property Capital Trust, Inc., a dividend representing the remaining net
assets of the Trust is to be declared, and will be payable to the
shareholders of the Trust as of the effective time of the merger.
Following the merger, the Company will issue approximately 159,000
shares of common stock to the shareholders of the Trust.
(B) To record the new debt of $1,000,000 incurred by FYA. The debt is
anticipated to have a term of five years, will bear interest at
approximately 8.0% and is to be collateralized by the property owned by FYA.
The proceeds will be used to purchase approximately 319,000 shares of
Company common stock, which will be distributed to the partners of FYA.
In connection with this loan, approximately $29,000 of financing costs, of
which $12,000 has been paid as of March 31, 1999 with the remaining $17,000
to be paid from loan proceeds, will be capitalized as deferred charges.
(C) Prior to the consummation of the merger of the partnerships, FYA intends
to distribute cash of approximately $73,000, which represents a portion of
the net working capital of FYA.
(D) To reclassify remaining owners' equity of FYA of approximately $401,000 to
limited partners' interest in the operating partnership.
(E) To record the transaction costs of approximately $1,287,000 which is
allocable to the Company under the terms of the operating partnership
agreement. Such amount represents a nonrecurring charge which has not been
reflected in the Pro Forma Condensed Combined Statement of Operations for
the year ended December 31, 1998. Of this amount, approximately $316,000
will be funded from advances from an affiliate of FYA. The advances are due
on demand and bear interest at the prime rate.
<PAGE>
PROPERTY CAPITAL TRUST, INC.
Pro Forma Condensed Combined Statement of Operations
for the Three Months Ended March 31, 1999
(Dollars in Thousands)
<TABLE>
<CAPTION>
The Pro Forma MPCT
FYA Trust Adjustments Pro Forma
---- ------ ----------- ---------
<S> <C> <C> <C> <C>
Revenues:
Rental................................ $ 77 $ -- $ -- $ 77
Interest.............................. -- 34 (34)(F) --
Other................................. 1 311 (311)(F) 1
---- ------ ------- ----
Total revenues...................... 78 345 (345) 78
---- ------ ------- ----
Expenses:
General and administrative............ 5 126 (126)(F) 18
13 (H)
Operating expenses.................... -- -- -- --
Professional Fees..................... -- 47 (47)(F) --
Interest.............................. 26 (G) 26
Depreciation and amortization......... 8 -- -- 8
---- ------ ------- ----
Total expenses...................... 13 173 (134) 52
---- ------ ------- ----
Net Income before limited partners'
interest in operating partnership
income................................. 65 172 (211) 26
Limited partners' interest in operating
partnership income..................... -- -- (37)(I) (37)
---- ------ ------- ----
Net income (loss)....................... $ 65 $ 172 $ (248) $(11)
==== ====== ======= ====
</TABLE>
<PAGE>
PROPERTY CAPITAL TRUST, INC.
Pro Forma Condensed Combined Statement of Operations
for the Year Ended December 31, 1998
(Dollars in Thousands)
<TABLE>
<CAPTION>
The Pro Forma
FYA Trust Adjustments Pro Forma
---- ------ ----------- ---------
<S> <C> <C> <C> <C>
Revenues:
Rental................................ $311 $2,430(F) $(2,430)(F) $311
Interest.............................. -- 206 (206)(F) --
Other................................. 4 7 (7)(F) 4
---- ------ ------- ----
Total revenues...................... 315 2,643 (2,643) 315
---- ------ ------- ----
Expenses:
General and administrative............ 42 1,071 (1,071)(F) 92
50 (H)
Operating expenses.................... -- 211 (211)(F) --
Professional Fees..................... -- 17 (17)(F) --
Interest.............................. -- 10 (10)(F) 105
105 (G)
Depreciation and amortization......... 31 -- -- 31
---- ------ ------- ----
Total expenses...................... 73 1,309 (1,154) 228
---- ------ ------- ----
Income before Gain on Sale of Real
Estate Investments..................... 242 1,334 (1,489) 87
Gain on Sale of Real Estate
Investments............................ -- 4,083 (4,083)(F) --
---- ------ ------- ----
Net Income before limited partners'
interest in operating partnership
income................................. 242 5,417 (5,572) 87
Limited partners' interest in operating
partnership income..................... -- -- (147)(I) (147)
---- ------ ------- ----
Net income (loss)....................... $242 $5,417 $(5,719) $(60)
==== ====== ======= ====
</TABLE>
<PAGE>
PROPERTY CAPITAL TRUST, INC.
Notes to the
Pro Forma Condensed Combined Statement of Operations
for the Three Months Ended March 31, 1999 and for the
Year Ended December 31, 1998
(Unaudited)
The Pro Forma Adjustments:
(F) As the Trust would be constructively liquidated as of the date of the
merger, assumed to be January 1, 1998 for purposes of the Pro Forma
Condensed Combined Statements of Operations, the Trust would no longer
conduct operations as of this date. Therefore, all operations of the Trust
during these periods have been eliminated.
(G) To record additional interest expense in the amounts of $26,000 and $105,000
for the three months ended March 31, 1999 and the year ended December 31,
1998, respectively, related to the new debts incurred by FYA.
(H) To record additional general and administrative expenses for legal,
accounting, printing, distribution and filing costs for annual and quarterly
financial reporting in the amount of $13,000 and $50,000 for three months
ended March 31, 1999 and the year ended December 31, 1998, respectively.
(I) To reflect allocation of income to limited partners in the operating
partnership for the preferred distributions of $37,000 and $147,000 for the
three months ended March 31, 1999 and the year ended December 31, 1998,
respectively.
<PAGE>
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 thereunto duly authorized.
PROPERTY CAPITAL TRUST, INC.
Date: August 3, 1999 By: /s/ Robert L. Beal
___________________________
Name: Robert L. Beal
Title: Secretary
