<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, For Use of the
[X] Definitive Proxy Statement Commission Only (as permitted
[_] Definitive Additional Materials by Rule 14a-6(e)(2))
[_] Soliciting Material Under Rule 14a-12
Property Capital Trust, Inc.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Property Capital Trust, Inc.
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
- - --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- - --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
- - --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- - --------------------------------------------------------------------------------
(5) Total fee paid:
- - --------------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials:
- - --------------------------------------------------------------------------------
[_] Check box if any part of the fee if offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number of
the Form or Schedule and the date of its filing.
- - --------------------------------------------------------------------------------
(1) Amount Previously paid:
- - --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- - --------------------------------------------------------------------------------
(3) Filing Party:
- - --------------------------------------------------------------------------------
(4) Date Filed:
- - --------------------------------------------------------------------------------
<PAGE>
PROPERTY CAPITAL TRUST, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 25, 2000 AT 2:00 P.M.
Notice to: Stockholders of PROPERTY CAPITAL TRUST, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of Property Capital Trust, Inc. (the "Company") will be held at the
offices of Goodwin, Procter & Hoar LLP, Exchange Place, Boston, Massachusetts,
on Thursday, May 25, 2000 at 2:00 p.m., for the following purposes:
1. To elect one (1) Class II Director of the Company;
2. To consider and act upon any other matter which may properly come
before the Meeting or any adjournment or postponement thereof.
Any action may be taken on the foregoing proposals at the Meeting on the
date specified above, or on any date or dates to which, by original or later
adjournment, the Meeting may be adjourned, or to which the Meeting may be
postponed.
The Board of Directors has fixed the close of business on April 14, 2000
as the record date for determining the stockholders entitled to notice of and to
vote at the meeting or any adjournment or postponement thereof.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, YOU ARE REQUESTED
TO COMPLETE AND SIGN THE ENCLOSED PROXY CARD, WHICH IS SOLICITED BY THE BOARD OF
DIRECTORS, AND TO MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE. ANY PROXY MAY BE
REVOKED BY DELIVERY OF A LATER DATED PROXY. STOCKHOLDERS OF RECORD WHO ATTEND
THE MEETING MAY VOTE IN PERSON BY NOTIFYING THE SECRETARY, EVEN IF THEY HAVE
PREVIOUSLY DELIVERED A PROXY.
By Order of the Board of Directors
/s/ Robert L. Beal
___________________________________
Robert L. Beal
Secretary
Boston, Massachusetts
Dated: April 28, 2000
<PAGE>
PROPERTY CAPITAL TRUST, INC.
177 MILK STREET
BOSTON, MASSACHUSETTS 02109
-----------------------------------------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, MAY 25, 2000
-----------------------------------------------
GENERAL
This Proxy Statement is furnished to the stockholders of Property Capital
Trust, Inc., a Maryland corporation (the "Company"), in connection with the
solicitation of proxies by the Board of Directors of the Company (the "Board of
Directors") from holders of the outstanding shares of the common stock, par
value $.01 per share of the Company for use at the Annual Meeting of
Stockholders (the "Meeting") of the Company to be held on May 25, 2000 at 2:00
p.m. Boston time, at the offices of Goodwin, Procter & Hoar LLP, Exchange Place,
Boston, Massachusetts 02109 and at any adjournment or postponement thereof, for
the purposes set forth herein.
The Notice of Annual Meeting of Stockholders and the accompanying proxy
are first being sent to stockholders on or about April 28, 2000.
The shares represented by the enclosed proxy will be voted as specified
therein if the proxy is properly executed and received prior to the Meeting and
not properly revoked. If a properly executed proxy is submitted and no
instructions are given, the proxy will be voted FOR the election of the nominee
to the Board of Directors. In accordance with Securities and Exchange
Commission (the "Commission") rules, boxes and instructions are provided on the
enclosed proxy card for stockholders to mark if they wish either to vote "for"
or to "withhold authority" to vote for the Company's nominee for director. It
is not anticipated that any matters other than those set forth in this Proxy
Statement will be presented at the Meeting. If other matters are presented,
proxies will be voted in accordance with the discretion of the proxy holders.
A stockholder of record may revoke a proxy by filing an instrument of
revocation with Property Capital Trust, Inc., 177 Milk Street, Boston,
Massachusetts 02109, Attention: Secretary, by filing a duly executed proxy
bearing a later date or by appearing in person at the Meeting and withdrawing
the proxy.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, HOLDERS OF COMMON STOCK
ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ACCOMPANYING PROXY CARD AND RETURN
IT PROMPTLY IN THE ENCLOSED ENVELOPE.
<PAGE>
VOTING AND QUORUM
The Board of Directors has fixed the close of business on April 14, 2000,
as the record date (the "Record Date") for the determination of stockholders
entitled to notice of, and to vote at, the Meeting. At the Record Date 479,226
shares of common stock were outstanding and entitled to vote at the Meeting and
there were 415 stockholders of record.
The holders of each share of common stock outstanding as of the close of
business on the Record Date shall be entitled to notice of, and to vote at, the
Meeting, or any adjournment or postponement thereof. Transferees after such
date will not be entitled to vote at the Meeting. Each holder of common stock
is entitled to one vote for each share held of record for each matter properly
submitted at the Meeting. The presence, in person or by proxy, of at least a
majority of the total number of outstanding shares of common stock is necessary
to constitute a quorum for the transaction of business at the Meeting.
Abstentions, votes withheld for the director nominee and "broker non-votes"
(that is, shares represented at the meeting which are held by a broker or
nominee and as to which (i) instructions have not been received from the
beneficial owner or the person entitled to vote and (ii) the broker or nominee
does not have discretionary voting power) shall be treated as shares that are
present and entitled to vote with respect to such matters for purposes of
determining whether a quorum is present. With respect to the election of
directors, such election shall be determined by a plurality of votes cast by
stockholders and, thus, shares represented by a proxy that withholds authority
to vote for the nominee and broker non-votes will have no effect of the outcome
of voting for the election of directors.
ANNUAL REPORT
All holders of record are being sent herewith a copy of the Company's
1999 Annual Report, including financial statements for the fiscal year ended
December 31, 1999. This report, however, is not part of the proxy soliciting
material.
PROPOSAL 1.
ELECTION OF DIRECTORS
The Board of Directors of the Company consists of three members divided
into three classes, with each class elected for a three-year term. One class of
directors is elected by the Company's stockholders at each annual meeting. At
the Meeting, one (1) Class II Director will be elected to serve until the 2003
annual meeting and until his successor is duly elected and qualified, or until
his earlier death, resignation or removal. The Board of Directors has nominated
Robert L. Beal for re-election as Class II Director. Mr. Beal has agreed to
continue to serve as a director, if re-elected. If Mr. Beal shall become
unavailable for any reason, all proxies will be voted for the election of such
other person as the Board of Directors may recommend.
Unless otherwise instructed, the persons named in the proxy will vote the
shares to which the proxy relates FOR the election of Mr. Beal to the Board of
Directors.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR THE ELECTION
OF ROBERT L. BEAL AS CLASS II DIRECTOR OF THE COMPANY.
2
<PAGE>
INFORMATION REGARDING DIRECTORS
The following table sets forth certain information regarding the
directors of the Company, including the nominee for re-election at the Meeting
as Class II Director, based on information furnished by them to the Company:
<TABLE>
<CAPTION>
Director
Age Since
--- --------
<S> <C> <C>
Class I - Term Expires 2002
Bruce A. Beal, Boston, MA 63 1998
Class II - Term Expires 2000
Robert L. Beal /1/, Boston, MA 58 1998
Class III - Term Expires 2001
Michael A. Manzo, Winchester, MA 54 1998
</TABLE>
The principal occupation and business experience during the last five
(5) years of each director and nominee for election as Class II Director is set
forth below:
Bruce A. Beal is a partner of The Beal Companies LLP, is Chairman of
Beal & Company, Inc. and has served as a director and the President of the
Company since its formation. He has been active in the field of real estate and
with The Beal Companies since 1959. Mr. Beal has had extensive involvement in
all phases of real estate development and financing, consulting, appraising and
management. Mr. Beal is actively involved in directing the development and
acquisition activities of The Beal Companies. In addition, Mr. Beal serves as a
director of Americas Dredging Company, Tweedy Browne Global Funds and Tweedy
Brown American Fund.
Robert L. Beal is a partner of The Beal Companies LLP, is President of
Beal & Company, Inc. and has served as a director and the Secretary of the
Company since its formation. Prior to 1976, when he joined The Beal Companies,
he was Vice president of The Beacon Companies, investment-builders. He joined
The Beacon Companies in 1965 upon receiving an MBA from The Harvard School of
Business Administration. Mr. Beal serves as a consultant to various private and
publicly held corporations, foreign investors and lending institutions and is
actively involved in developing and appraising real estate of all types.
Michael A. Manzo is a partner of The Beal Companies LLP, is Senior Vice
President of Beal & Company, Inc. and has served as a director and Treasurer of
the Company since its formation. He provides supervision of new construction and
rehabilitation, project and acquisition feasibility analysis and arranges
mortgage placements for clients of The Beal Companies. Prior to joining The Beal
Companies in 1975, Mr. Manzo was the Vice President for Commercial Operations
with Spaulding and Slye Corporation, a national real estate firm based in
Boston.
- - -------------
/1/ Nominee for re-election.
3
<PAGE>
BOARD OF DIRECTORS MEETINGS
The Board of Directors held no meetings during fiscal 1999. Any
necessary board actions during fiscal 1999 were accomplished through consents in
lieu of board meetings.
COMMITTEES OF THE BOARD OF DIRECTORS
Directors of the Company are nominated in accordance with the Company's
By-laws, which provide the directors may be nominated (i) by a majority of the
Board of Directors or (ii) by any holder of record of any shares of the stock of
the Company entitled to vote at the annual meeting of stockholders who complies
with the timing, informational and other requirements in the By-laws. Any
stockholder who seeks to make such a nomination must be present in person at
such Annual Meeting and must comply with the notice provisions set forth under
"STOCKHOLDER PROPOSALS."
The Company currently has no standing audit, compensation or nominating
committee of the Board of Directors. Instead, the functions of such committees
are carried out by the entire Board of Directors.
COMPENSATION OF DIRECTORS
Directors of the Company currently do not receive any compensation.
INFORMATION REGARDING EXECUTIVE OFFICERS
The following table lists the name, age and position of each executive
officer of the Company.
<TABLE>
<CAPTION>
Name Age Position
- - ------------------ --- ----------------------
<S> <C> <C>
Bruce A. Beal 63 President and Director
Robert L. Beal 58 Secretary and Director
Michael A. Manzo 54 Treasurer and Director
</TABLE>
The principal occupation and business experience during the last five
(5) years of each of the executive officers is shown under their descriptions as
directors.
COMPENSATION OF EXECUTIVE OFFICERS
Currently, the executive officers receive no compensation from the
Company. In addition, the Company does not maintain a stock option plan, thus no
options were granted in fiscal 1999. It is anticipated that the executive
officers will continue not to receive any compensation until the real estate
holdings of the Company are increased. If that happens, the Company will re-
evaluate and, potentially, commence the compensation to its officers and
directors.
4
<PAGE>
SHAREHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change
in the cumulative total shareholder return on the Company's common stock, based
on the market price of the Company's common stock, with the total return on
companies within the NASDAQ Stock Market and NASDAQ Stocks (SIC 6790-6799 U.S.
Companies) prepared by the Center for Research in Security Prices at The
University of Chicago Graduate School of Business. The calculation of total
cumulative return assumes a $100 investment in the Company's common stock, the
NASDAQ Stock Market and the NASDAQ Stocks (SIC 6790-6799 U.S. Companies) on May
28, 1999. On May 28, 1999, the closing price for the Company's common stock was
$0.25, and the closing price on December 31, 1999 was $0.5625.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
[PERFORMANCE GRAPH FOR PROPERTY CAPITAL TRUST, INC. APPEARS HERE]
PROPERTY CAPITAL NASDAQ NASDAQ STOCKS
DATE TRUST, INC. STOCK MARKET (SIC 6790-6799)
- - ---- ------------- ------------ ---------------
05/28/99 100.0 100.0 100.0
06/30/99 200.0 109.0 102.6
07/30/99 181.3 107.1 99.2
08/31/99 225.0 111.6 97.0
09/30/99 225.0 111.6 97.6
10/29/99 225.0 120.5 100.3
11/30/99 225.0 135.1 102.2
12/31/99 225.0 164.7 103.0
5
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information as of the Record
Date regarding (i) the security holdings of each person, including any group of
persons, known by the Company to be the beneficial owner of five percent (5%) or
more of the outstanding common stock, (ii) the ownership interest in the common
stock of each director of the Company, the nominee for director of the Company
and each executive officer of the Company and (iii) the ownership interest of
all directors and executive officers of the Company, as a group. Except as
indicated in the notes following the table below, each person or group has sole
voting and dispositive power with respect to all shares of common stock listed.
6
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND
NAME AND NATURE OF
ADDRESS OF BENEFICIAL PERCENT OF
BENEFICIAL OWNER OWNERSHIP(1) CLASS(2)
---------------- --------------- --------
<S> <C> <C>
Bruce A. Beal.............................................................. 117,674 (3)(4) 24.56%
c/o Property Capital Trust, Inc.
177 Milk Street
Boston, MA 02109
Robert L. Beal............................................................. 117,674 (5)(6) 24.56%
c/o Property Capital Trust, Inc.
177 Milk Street
Boston, MA 02109
Michael A. Manzo........................................................... 11,880 2.48%
c/o Property Capital Trust, Inc.
177 Milk Street
Boston, MA 02109
All current directors and executive officers as a group (3 persons)........ 129,554 27.03%
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND
NAME AND NATURE OF
ADDRESS OF BENEFICIAL PERCENT OF
BENEFICIAL OWNER OWNERSHIP(1) CLASS(2)
---------------- --------------- --------
<S> <C> <C>
Other Principal Stockholders:
Molly Ann Special Limited Partnership...................................... 83,167 (7) 17.35%
177 Milk Street
Boston, MA 02109
DNB Corporation............................................................ 51,543 (8) 10.76%
Arthur D. Altman
101 Federal Street
Boston, MA 02110
D.F.I. Limited Partnership................................................. 41,234 (9) 8.60%
177 Milk Street
Boston, MA 02109
Eleanor M. Leventhal
20 Drumlin Road
Newton, MA 02459
John Leventhal
c/o Yale University Department of Pediatrics
333 Cedar Street
New Haven, CT 06510
David M. Leventhal
c/o Kohn Pedersen Fox Associates
13 Langley Street
London, ENGLAND
WC2H9JG
Richard M. Leventhal
c/o UCLA Department of Anthropology
Haines Hall
405 Hilgard Avenue
Los Angeles, CA 90024
________________
</TABLE>
(1) Beneficial share ownership is determined pursuant to Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
Accordingly, a beneficial owner of a security includes any person who,
directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise has or shares the power to vote such security or
the power to dispose of such security. The amounts set forth above as
beneficially owned include shares owned, if any, by spouses and relatives
living in the same home as to which beneficial ownership may be disclaimed.
(2) Percentages are calculated on the basis of 479,226 shares of common stock
outstanding as of April 14, 2000.
8
<PAGE>
(3) Includes 83,167 shares of common stock deemed to be beneficially owned by
Mr. Beal in his capacity as one of the two general partners of Molly Ann
Special Limited Partnership. Mr. Beal has shared voting and shared
dispositive power with respect to such shares. Pursuant to Rule 13d-4 of
the Exchange Act, Mr. Beal disclaims beneficial ownership of these shares,
except to the extent of his pecuniary interest therein.
(4) Also includes (i) 3,195 shares directly and beneficially owned by Mr. Beal,
(ii) 5,942 shares directly and beneficially owned by the Bruce A. Beal 1998
Revocable Trust, of which Mr. Beal is the trustee and the sole beneficiary,
(iii) 3,564 shares directly and beneficially owned by the Robert L. Beal
1994 Revocable Trust, of which Mr. Beal is the trustee, (iv) 4,792 shares
directly and beneficially owned by the Paul B. Beal Trust, of which Mr.
Beal is the trustee, (v) 3,195 shares directly and beneficially owned by
the Minna B. Oppenheim Trust, of which Bruce A. Beal is the trustee, and
(vi) 13,819 shares directly and beneficially owned by the Margaret R. Beal
Trust, of which Mr. Beal is the trustee. Mr. Beal has sole voting and sole
dispositive power with respect to 25,001 shares and has shared voting and
shared dispositve power with respect to 9,506 shares. Pursuant to Rule
13d-4 of the Exchange Act, Mr. Beal disclaims beneficial ownership of the
shares listed in clauses (ii) through (vi) above except to the extent of
his pecuniary interest therein.
(5) Includes 83,167 shares of common stock deemed to be beneficially owned by
Mr. Beal in his capacity as one of the two general partners of Molly Ann
Special Limited Partnership. Mr. Beal has shared voting and shared
dispositive power with respect to such shares. Pursuant to Rule 13d-4 of
the Exchange Act, Mr. Beal disclaims beneficial ownership of these shares,
except to the extent of his pecuniary interest therein.
(6) Also includes (i) 3,195 shares directly and beneficially owned by Mr. Beal,
(ii) 5,942 shares directly and beneficially owned by the Bruce A. Beal 1998
Revocable Trust, of which Mr. Beal is the trustee, (iii) 3,564 shares
directly and beneficially owned by the Robert L. Beal 1994 Revocable Trust,
of which Mr. Beal is the trustee and the sole beneficiary, (iv) 4,792
shares directly and beneficially owned by the Paul B. Beal Trust, of which
Mr. Beal is the trustee, (v) 3,195 shares directly and beneficially owned
by the Minna B. Oppenheim Trust, of which Bruce A. Beal is the trustee, and
(vi) 13,819 shares directly and beneficially owned by the Margaret R. Beal
Trust, of which Mr. Beal is the trustee. Mr. Beal has sole voting and sole
dispositive power with respect to 25,001 shares and has shared voting and
dispositve power with respect to 9,506 shares. Pursuant to Rule 13d-4 of
the Exchange Act, Mr. Beal disclaims beneficial ownership of the shares
listed in clauses (ii) through (vi) above except to the extent of his
pecuniary interest therein.
(7) The above information is based on copies of a statement on Schedule 13D
filed with the Commission on June 8, 1999, which indicates that Molly Ann
Special Limited Partnership has sole voting and sole dispositive power with
respect to all 83,167 shares. Bruce A. Beal and Robert L. Beal are the
general partners of Molly Ann Special Limited Partnership, and share voting
and dispositive power with respect to such shares. Messrs. Beal disclaim
beneficial ownership of such shares except to the extent of their
respective pecuniary interests therein.
(8) The above information is based on copies of a statement on Schedule 13D
filed with the Commission on June 14, 1999, which indicates that DNB
Corporation and Arthur D. Altman, who owns approximately 80% of the issued
and outstanding shares of DNB Corporation and is
9
<PAGE>
the president, the treasurer and a director of DNB Corporation, have
sole voting and sole dispositive power with respect to all 51,543
shares. For purposes of the reporting requirements of the Exchange Act,
Mr. Altman may be deemed to be a beneficial owner of such shares,
however, pursuant to Rule 13d-4 of the Exchange Act, Mr. Altman
disclaims beneficial ownership of the shares except to the extent of his
pecuniary interest therein.
(9) The above information is based on copies of a statement on Schedule 13D
filed with the Commission on July 15, 1999, which indicates that D.F.I.
Limited Partnership has sole voting and sole dispositve power with respect
to all 41,234 shares. In addition, Eleanor M. Leventhal, John Leventhal,
David M. Leventhal and Richard M. Leventhal, each general partners of
D.F.I. Limited Partnership, have shared voting and shared dispositive
power with respect to all 41,234 shares. Pursuant to Rule 13d-4 of the
Exchange Act, each of the general partners disclaims beneficial ownership
of the shares except to the extent of his or her respective pecuniary
interest therein.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act, requires the Company's officers and
directors, and persons who own more than 10% of the Company's outstanding shares
of common stock, to file reports of ownership and changes in ownership with the
Commission. Officers, directors and greater than 10% stockholders are required
by Commission regulations to furnish the Company with copies of all Section
16(a) forms they file. Based solely on its review of the copies of such forms
received by it, or written representations from certain reporting persons that
no Section 16(a) reports were required for those persons, the Company believes
that during fiscal 1999, no officer, director or person who owns more than 10%
of the Company's common stock failed to file on a timely basis such reports.
CERTAIN RELATIONSHIPS
In May 1999, Property Capital Trust Limited Partnership ("PCT LP"), a
Massachusetts limited partnership of which the Company is the sole general
partner, entered into a management agreement with Beal & Company, Inc. Pursuant
to the terms of this management agreement, PCT LP pays Beal & Company, Inc. a
management fee equal to three percent of gross receipts. Except for expenses
specifically excluded, such as sales taxes, real estate tax refunds and
advertising charges paid by the tenant, gross receipts includes any payments
actually received from the tenant in connection with its use or occupation of
the property, including common area maintenance charges and reimbursement
charges. Messrs. Beal and Manzo are each officers of Beal & Company, Inc.
During fiscal 1999, PCT LP paid Beal & Company, Inc. $10,710 for services
rendered pursuant to this management agreement.
During fiscal 1999, PCT LP also reimbursed Beal & Company, Inc. for certain
expenses associated with conducting the day-to-day activities of PCT Inc. LP.
These expenses totaled $18,143.
Messrs. Beal and The Beal Companies LLP, of which Messrs. Beal and Mr. Manzo
are partners, funded $561,352 of costs related to the transactions pursuant to
which the Company acquired Property Capital Trust, a Massachusetts business
trust. On May 27, 1999, PCT LP executed unsecured, demand promissory notes, with
interest accruing at the prime rate on the outstanding balance. On July 6, 1999,
payments totaling $250,352 representing principal and accrued interest were made
by PCT LP to Messrs. Beal and The Beal Companies LLP. Interest expense relating
to these notes was $17,611 for the year ended December 31, 1999.
10
<PAGE>
SOLICITATION OF PROXIES
The cost of solicitation of proxies in the form enclosed herewith will be
borne by the Company. In addition to the solicitation of proxies by mail, the
Company's regular employees may also solicit proxies personally or by telephone.
Banks, brokerage houses, custodians, nominees and other fiduciaries have been
requested to forward proxy materials to the beneficial owners of shares of
common stock held of record by them. Such custodians will be reimbursed for
their expenses.
INDEPENDENT AUDITORS
The Company has selected Arthur Andersen LLP ("Arthur Andersen") as the
independent auditors for the Company for the fiscal year ending December 31,
2000. Arthur Andersen has served as the Company's independent auditors since
1998. A representative of Arthur Andersen will be present at the Meeting, will
be given the opportunity to make a statement if such representative so desires
and will be available to respond to appropriate questions.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors is not aware of
any other matters to be considered at the Meeting. If any other matters
properly come before the Meeting, the proxies will be voted in accordance with
the best judgment of the proxy holders.
SUBMISSION OF STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 2001 annual meeting of
stockholders must be received by the Company on or before December 29, 2000 in
order to be considered for inclusion in the Company's proxy statement and form
of proxy for that meeting. These proposals must also comply with the rules of
the Commission governing the form and content of proposals in order to be
included in the Company's proxy statement and form of proxy. Any such proposals
should be mailed to: Secretary, Property Capital Trust, Inc., 177 Milk Street,
Boston, Massachusetts 02109.
A record stockholder who wishes to present a proposal at the next annual
meeting of stockholders, other than a proposal to be considered for inclusion in
the Company's proxy statement described above, must provide written notice of
such proposal and appropriate supporting documentation, as set forth in the
Company's By-laws, to the Company at its principal executive office not less
than 75 days nor more than 120 days prior to the first anniversary of the date
of the preceding year's annual meeting; provided, however, that in the event the
annual meeting is scheduled to be held on a date more than 30 days before the
anniversary date or more than 60 days after the anniversary date, notice must be
so delivered not later than (i) the 15th day after public disclosure of the date
of such meeting or (ii) the 75th day prior to such scheduled date of such
meeting. Proxies solicited by the Board of Directors will confer discretionary
voting authority with respect to these proposals, subject to Commission rules
governing the exercise of this authority. Any such proposal should be mailed
to: Secretary, Property Capital Trust, Inc., 177 Milk Street, Boston,
Massachusetts 02109.
11
<PAGE>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
- - ---------------------------------- 1. To elect Robert L. Beal as the Class
PROPERTY CAPITAL TRUST, INC. II director to hold office until the
- - ---------------------------------- 2003 Annual Meeting of Stockholders
and until a successor is duly
elected and qualified
For With-
Nominee hold
(01) Robert L. Beal [_] [_]
CONTROL NUMBER:
RECORD DATE SHARES:
2. To consider and act upon any matter
which may properly come before the
Annual Meeting or any adjournments or
postponements thereof.
Please be sure to sign and date
this Proxy. ------------------------------ Mark box at right if an
Date address change or comment
- - ------------------------------------------------- has been noted on the
reverse side of this
card. [_]
- - ---Stockholder sign here----Co-owner sign here---
<PAGE>
PROPERTY CAPITAL TRUST, INC.
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS OF
PROPERTY CAPITAL TRUST, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE
REVOKED PRIOR TO ITS EXERCISE
The undersigned hereby appoints Bruce A. Beal and Michael A. Manzo and each of
them acting separately, proxies each with the full power of substitution for and
in the name of the undersigned at the Annual Meeting of Stockholders of Property
Capital Trust, Inc. to be held at the offices of Goodwin, Procter & Hoar LLP,
Exchange Place, Boston, Massachusetts on Thursday, May 25, 2000 and at any and
all adjournments and postponements thereof, to vote all shares of the capital
stock of Property Capital Trust, Inc. held of record by the undersigned on April
14, 2000, as if the undersigned were present and voting shares. The undersigned
hereby revokes any proxy previously given in connection with such meeting and
acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy
Statement and the 1999 Annual Report to Stockholders.
The shares represented by this Proxy, when properly executed, will be voted in
the manner directed. IN THE ABSENCE OF ANY DIRECTION, THE SHARES WILL BE VOTED
FOR THE NOMINEE NAMED IN PROPOSAL 1 AND IN ACCORDANCE WITH THE PROXIES'
DISCRETION ON SUCH OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING.
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PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
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Please sign exactly as your name appears on the books of the Company. Joint
owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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