VALUE PROPERTY TRUST
8-K, 1996-02-26
REAL ESTATE INVESTMENT TRUSTS
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                        --------------------------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): February 15, 1996
                                                         -----------------

                              VALUE PROPERTY TRUST
                       -----------------------------------
             (Exact name of registrant as specified in its charter)


         Maryland                    1-6613               23-1862664
- ----------------------------      ------------       -------------------
(State or other jurisdiction      (Commission        (I.R.S. Employer
of incorporation)                 File Number)       Identification No.)



120 Albany Street, 8th Floor
New Brunswick, New Jersey                            08901-2163
- -----------------------------------------------      ----------
(Address of principal executive offices)             (Zip Code)


Registrant's telephone number, including area code:  (908) 296-3080
                                                     --------------

Mortgage and Realty Trust
8380 Old York Road, Suite 300, Elkins Park, Pennsylvania 19117-1590
- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report)
<PAGE>
ITEM 5.   OTHER EVENTS.

     On  February  15,  1996,  Value  Property  Trust,  a Maryland  real  estate
investment trust (the  "Registrant"),  issued a press release concerning actions
taken at the  Annual  Shareholders  Meeting  and  reported  unaudited  operating
results for the first quarter ended December 31, 1995.


ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

         (C)   Exhibits.

                  Exhibit
                  Number            Description
                  ----------        --------------

                  22                Press Release dated February 15, 1996.



                                   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.

                                       VALUE PROPERTY TRUST,
                                       a Maryland real estate investment trust
                                       (Registrant)


                                       /s/ Robert T. English
                                       --------------------------
                                       Robert T. English
                                       Chief Financial Officer



Date:    February 23, 1996
         -----------------

FOR IMMEDIATE RELEASE:                       Contact: ROBERT T. ENGLISH
                                                      Chief Financial Officer
                                                      (908) 296-3081


                   VALUE PROPERTY TRUST HOLDS ANNUAL MEETING/
                         REPORTS FIRST QUARTER EARNINGS

New Brunswick, New Jersey...February 15, 1996...Value Property Trust (NYSE: VLP)
formerly  Mortgage and Realty Trust (MRT) held its Annual  Shareholders  Meeting
today.  At the  meeting,  held  at the  Trust's  corporate  headquarters  in New
Brunswick,  New Jersey,  shareholders  of the Trust approved (i) the election of
seven  trustees (ii) voting rights of certain of the Trust's  common shares that
may have been precluded from voting under the Maryland  General  Corporation Law
and (iii) the adoption of the 1995 Share Option Plan.


George R. Zoffinger,  who became President and CEO in September 1995,  announced
at the meeting that the Trust  reported net income of $1.4 million for the first
quarter ended  December 31, 1995  compared to a net loss of $5.5 million,  after
reorganization  expenses,  for the same period a year ago. On a per share basis,
first quarter fiscal 1996 earnings were $.13.  Earnings per share for any period
prior to  October  1, 1995 is not  disclosed  because  such  information  is not
meaningful  due to the  implementation  on  September  30,  1995 of Fresh  Start
Reporting.


Mr.  Zoffinger  stated "I am pleased with the Trust's first quarter  performance
and  the  dramatic  improvement  from  last  year's  first  quarter."  Zoffinger
continued,  "there is much to accomplish in the weeks and months ahead to ensure
consistent  operating  performance,  but I am confident that the newly assembled
Board of Trustees, management and staff of Value Property Trust are equal to the
challenge."


Value  Property  Trust is a $230  million  asset  self-administered  real estate
investment  trust  engaged in the business of managing its portfolio of mortgage
loans and real estate investments. On September 29, 1995, the Trust emerged from
a  proceeding  under  Chapter 11 of the  Bankruptcy  Code.  The Trust  maintains
offices in New Brunswick, New Jersey and Woodland Hills, California.

                                       ###


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