As filed with the Securities and Exchange Commission on November 30, 1994
Registration No. 33-
____________________________________________________________________________
____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
REGISTRATION STATEMENT
ON
FORM S-8
UNDER
THE SECURITIES ACT OF 1933
______________________
PROPERTY CAPITAL TRUST
(Exact name of registrant as specified in its declaration of trust)
Massachusetts 04-2452367
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
One Post Office Square
Boston, Massachusetts 02109
(Address of Principal Executive Offices) (Zip Code)
PROPERTY CAPITAL TRUST 1992 EMPLOYEE STOCK OPTION PLAN
(Full title of plan)
William A. Bonn, Esq.
Senior Vice President and Counsel
Property Capital Trust
One Post Office Square
Boston, Massachusetts 02109
(Name and address of agent for service)
(617) 451-2400
(Telephone number, including area code, of agent for service)
____________________________
Copy to:
Mark S. Bergman, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3000
____________________________
(cover continued on next page)
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CALCULATION OF REGISTRATION FEE
Title of each Proposed
class of Proposed maximum
securities Amount maximum aggregate Amount of
to be to be offering price offering registration
registered registered per share(1) price(1) fee
Common Shares,
no par value 150,000(2) $ 6.00 $ 900,000 $ 310.35
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933.
(2) Consists of 150,000 shares reserved for issuance pursuant to the
Property Capital Trust 1992 Employee Stock Option Plan. This
registration statement also relates to such indeterminate number of
additional Common Shares of Property Capital Trust as may be issuable as
a result of stock splits, stock dividends or similar transactions.
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INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 NO. 33-51839
This Registration Statement registers additional shares
allocated for awards under the Property Capital Trust 1992 Employee
Stock Option Plan. The contents of Registration Statement on Form S-8
No. 33-51839 filed with the Securities and Exchange Commission on
January 7, 1994 are incorporated by reference herein.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Trust certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has fully caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston, Commonwealth of
Massachusetts, on November 30, 1994.
PROPERTY CAPITAL TRUST
By: /s/ Robert M. Melzer
Name: Robert M. Melzer
Title: President and Chief
Executive Officer
We, the undersigned Officers and Trustees of Property Capital
Trust, hereby severally constitute Robert M. Melzer and William A. Bonn
and each of them singularly as true and lawful attorneys with full power
to them, and each of them singularly, to sign for us and in our names in
the capacities indicated below, any and all amendments, including post-
effective amendments, to this Registration Statement, and generally to
do all such things in our name and behalf in such capacities to enable
Property Capital Trust to comply with the applicable provisions of the
Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission, and we hereby ratify and confirm our
signatures as they may be signed by our said attorneys, or each of them,
to any and all such amendments.
II-2
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Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ Robert M. Melzer Trustee, President and November 30, 1994
Robert M. Melzer Chief Executive Officer
(Principal Executive and
Financial Officer)
/s/ Robin W. Devereux Vice President and November 30, 1994
Robin W. Devereux Treasurer (Principal
Accounting Officer)
/s/ Walter M. Cabot Trustee November 30, 1994
Walter M. Cabot
/s/ John A. Cervieri Jr. Managing Trustee November 30, 1994
John A. Cervieri Jr.
/s/ Graham O. Harrison Trustee November 30, 1994
Graham O. Harrison
/s/ Walter F. Leinhardt Trustee November 30, 1994
Walter F. Leinhardt
II-3
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Signature Title Date
/s/ Edward H. Linde Trustee November 30, 1994
Edward H. Linde
/s/ Glenn P. Strehle Trustee November 30, 1994
Glenn P. Strehle
II-4
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INDEX TO EXHIBITS
Exhibits Sequential page
number
4.1- Declaration of Trust.(1)
4.2- By-laws of the Trust.(2)
4.3 - Specimen Common Share Certificate.(3)
5.1- Opinion of Goodwin, Procter & Hoar
as to the legality of the Common
Shares being registered
23.1- Consent of Ernst & Young LLP
dated November 28, 1994.
23.2- Consent of Goodwin, Procter & Hoar
(included in their opinion filed as
Exhibit 5.1).
____________________
(1) Incorporated by reference to Exhibit 4.1 of the Trust's Registration
Statement on Form S-2 dated May 13, 1993, Exhibit 3.2 to the Trust's
Annual Report on Form 10-K for the year ended July 31, 1987, Exhibit 3.3
to the Trust's Annual Report on Form 10-K for the year ended July 31,
1992 and Exhibits 3.4 and 3.5 to the Trust's Annual Report on Form 10-K
for the year ended July 31, 1993.
(2) Incorporated by reference to Exhibit 3.4 of the Trust's Annual Report on
Form 10-K for the year ended July 31, 1992.
(3) Incorporated by reference to Exhibit 4(b) of the Trust's Current Report
on Form 8-K filed October 12, 1990.
II-5
Consent of Independent Auditors
We consent to the incorporation by reference in the
Registration Statement (Form S-8) dated November 30, 1994
pertaining to the Property Capital Trust 1992 Employee
Stock Option Plan of our report dated August 26, 1994,
with respect to the consolidated financial statements and
schedules of Property Capital Trust included in its Annual
Report (Form 10-K) for the year ended July 31, 1994, filed
with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Boston, Massachusetts
November 28, 1994
[LETTERHEAD OF GOODWIN, PROCTER & HOAR]
November 30, 1994
Property Capital Trust
One Post Office Square
Boston, Massachusetts 02109
Re: The Property Capital Trust 1992 Employee
Stock Option Plan Registration Statement on
Form S-8
Ladies and Gentlemen:
In connection with the Registration Statement on
Form S-8 (the "Registration Statement") of Property Capital
Trust (the "Trust"), being filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933,
as amended, with respect to 150,000 Common Shares no par
value (the "Shares") of the Trust that, in addition to the
250,000 Common Shares no par value heretofore registered
in the Registration Statement on Form S-8 No. 33-51839,
are authorized for issuance pursuant to the Property Capital
Trust 1992 Employee Stock Option Plan (the "Stock Option Plan"),
we have been requested as special Massachusetts counsel to
the Trust to furnish our opinion as to the legality of the
Shares to be registered under the Registration Statement.
We have examined originals or copies,
authenticated to our satisfaction, of the Trust's
Declaration of Trust as amended and on file with the
Secretary of State of the Commonwealth of Massachusetts, the
By-Laws of the Trust, the Stock Option Plan and records of
certain of the Trust's proceedings, including a certificate
<PAGE>
of the Trust's Assistant Secretary as to the approval by the
Trust's Shareholders at a meeting this day of amendments to
the Stock Option Plan authorizing the grant of options
thereunder for the Shares. We have also made such
other investigations of fact and law, and have examined and
relied upon the originals or copies, certified or otherwise
identified to our satisfaction, of such documents, records,
certificates or other instruments, and upon such factual
information otherwise supplied to us, as in our judgment are
necessary or appropriate to render the opinion expressed
below.
Based upon the foregoing, we are of the opinion
that, under the laws of the Commonwealth of Massachusetts,
in which state the Trust is organized and has its principal
place of business, the Shares have been duly authorized and,
when issued and paid for upon the exercise of options
granted under the Stock Option Plan in accordance with the
terms thereof, will be validly issued, fully paid and
nonassessable by the Trust.
We hereby consent to the filing of this opinion as
an exhibit to the Registration Statement and to the
reference therein to our firm as providing the opinion as to
the legality of the Shares.
We also hereby consent to a copy of this opinion
being delivered to the American Stock Exchange, Inc. in
connection with the Trust's application for listing of the Shares
on said Exchange and to the reliance by said Exchange upon this
opinion as fully as if addressed directly to it.
Very truly yours,
GOODWIN, PROCTER & HOAR
