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
AMENDED AND RESTATED DEFERRED STOCK PLAN
FOR NON-EMPLOYEE TRUSTEES
PROPERTY CAPITAL TRUST
1994 STOCK OPTION PLAN
FOR NON-EMPLOYEE TRUSTEES
(Full titles of plans)
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
____________________________
<PAGE>
CALCULATION OF REGISTRATION FEE
Title of each Proposed
class of Proposed maximum
securities Amount maximun aggregate Amount of
to be to be offering price offering registration
registered registered per share(1) price(1) fee
Common Shares,
no par value 350,000(2) $ 6.00 $ 2,100,000 $ 724.14
(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 250,000 shares reserved for issuance pursuant to the
Property Capital Trust Amended and Restated Deferred Stock Plan for Non-
Employee Trustees and 100,000 shares reserved for issuance pursuant to
the Property Capital Trust 1994 Stock Option Plan for Non-Employee
Trustees. 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.
______________________________________________________________________________
______________________________________________________________________________
<PAGE>
PART I
EXPLANATORY NOTE
The Section 10(a) prospectuses being delivered by Property
Capital Trust (the "Trust" or the "Registrant") to participants in the
Property Capital Trust Amended and Restated Deferred Stock Plan for Non-
Employee Trustees and the Property Capital Trust 1994 Stock Option Plan
for Non-Employee Trustees (the "Plans"), as required by Rule 428 under
the Securities Act, have been prepared in accordance with the
requirements of Form S-8 and relate to the Trust's Common Shares, no par
value (the "Common Shares"), reserved for issuance pursuant to the
Plans. The information about the Plans required in the Section 10(a)
prospectus is included in documents being maintained and delivered by
the Trust as required by Rule 428 under the Securities Act. The Trust
shall provide to participants in the Plans a written statement advising
them of the availability without charge, upon written or oral request,
of documents incorporated by reference herein, as is required by Item 2
of Part I of Form S-8. Requests should be directed to William A. Bonn,
Senior Vice President and Counsel, Property Capital Trust, One Post
Office Square, 21st Floor, Boston, MA 02109 (Telephone: (617) 451-2400).
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Trust with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act") are incorporated
by reference herein:
1. The Trust's Annual Report on Form 10-K for the fiscal
year ended July 31, 1994;
2. The Trust's Registration Statement on Form 8-A dated
November 24, 1971, filed pursuant to Section 12(b) of
the Exchange Act, which contains a description of the
Common Shares, including any amendment or report filed
for the purpose of updating such description.
All other documents filed by the Trust pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
registration statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement
and to be part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Declaration of Trust of the Registrant provides that no
Trustee, officer, agent or employee of the Trust shall be liable to the
Trust or to any shareholder, Trustee, officer, agent or employee for any
act or failure to act except for those acts constituting bad faith,
willful misconduct, gross negligence or reckless disregard of duties.
The Declaration of Trust of the Registrant provides that each
shareholder, Trustee, officer, agent and employee of the Trust shall be
II-1
<PAGE>
entitled to (i) reimbursement from Trust property for such person's
reasonable expenses and (ii) to be indemnified to such person's
reasonable satisfaction from time to time against any and all losses,
expenses or liabilities that arise out of or in connection with the
affairs of the Trust or that such person may suffer because such person
is a shareholder, Trustee, officer, agent or employee of the Trust;
provided that such person shall not be reimbursed or indemnified for
those acts constituting bad faith, willful misconduct, gross negligence
or reckless disregard of duties.
Pursuant to the Trust's By-Laws, the Trust has agreed to
indemnify and hold harmless each Trustee, officer, agent or employee of
the Trust for the full extent required or permitted by the Declaration
of Trust from and against any and all losses, expenses and liabilities
that arise out of or in connection with the affairs of the Trust or that
such person may suffer because such person is a Trustee, officer, agent
or employee of the Trust.
In addition, the Trust has entered into Indemnification
Agreements with certain officers of the Trust pursuant to which the
Trust has agreed to indemnify and hold harmless such officers from and
against any damages, judgments, awards, fines, settlements and expenses
actually and reasonably incurred by such persons in connection with any
proceeding to which such person is or was made a party or is or was
threatened to be made a party by reason of the fact that such person was
an officer of the Trust, whether or not such proceeding proceeds to
judgment or is settled or otherwise brought to a final disposition. The
agreements further provide that the indemnified officers shall not be
indemnified in connection with (i) any proceeding in which it shall have
been finally adjudicated (or in the case of a settlement, which in the
opinion of counsel for the Trust, if finally adjudicated, would likely
have been adjudicated) that liability arose out of or was based upon
such officers' willful malfeasance, bad faith, gross negligence or
reckless disregard of duty or out of such officers' failure to act in
good faith in a manner reasonably believed by such officer to be in the
best interest of the Trust or (ii) any claim with respect to which such
officer has actually received a payment under a valid insurance policy
maintained by the Trust for the benefit of such officer except to the
extent that the amount of such insurance payment is less than the amount
of the total liability and expenses incurred by such officer with
respect to any such claim.
The Indemnification Agreements also provide that the Trust,
in the event of any merger, consolidation or reorganization in which the
Trust is not the surviving entity or in any sale of all or substantially
all the assets of the Trust or any liquidation of the Trust
II-2
<PAGE>
(collectively, the "Extraordinary Transactions"), the Trust shall use
its best efforts (i) to obtain insurance in favor of such officers from
a reputable insurance carrier (if available at reasonable commercial
rates) in a reasonable amount for a period of not less than one year
from the date of any such Extraordinary Transaction against any
liability to which the indemnification of the officers provided in the
Indemnification Agreement relates, (ii) to have the obligations of the
Trust under the agreement expressly assumed by the survivor, purchaser
or successor as the case may be in any such Extraordinary Transaction or
(iii) to otherwise adequately provide for the satisfaction of the
Trust's obligations under the Indemnification Agreements in a manner
acceptable to the officer.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4.1 - Declaration of Trust.(1)
4.2 - By-Laws of the Trust.(2)
4.3 - Specimen Common Stock 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, 1983, 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.
II-3
<PAGE>
(3) Incorporated by reference to Exhibit 4(b) of the Trust's Current
Report on Form 8-K filed October 12, 1990.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement;
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
(2) that, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of
the Exchange Act that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to Trustees, officers, employees, agents
and controlling persons of the Registrant pursuant to the Registrant's
II-4
<PAGE>
Declaration of Trust or By-laws, by contract, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid
by a Trustee, officer, employee, agent or controlling person of the
Registrant in the successful defense of any action, suit or proceeding)
is asserted by such Trustee, officer, employee, agent or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
II-5
<PAGE>
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.
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)
II-6
<PAGE>
Signature Title Date
/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
/s/ Edward H. Linde Trustee November 30, 1994
Edward H. Linde
/s/ Glenn P. Strehle Trustee November 30, 1994
Glenn P. Strehle
II-7
<PAGE>
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-8
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 Amended and
Restated Deferred Stock Plan for Non-Employee Trustees
and the Property Capital Trust 1994 Stock Option Plan for
Non-Employee Trustees 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 Amended and
Restated Deferred Stock Plan for Non-Employee
Trustees and the Property Capital Trust 1994
Stock Option Plan for Non-Employee Trustees
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 an aggregate of 350,000 Common Shares
no par value (the "Shares") of the Trust that are authorized for
issuance pursuant to the Property Capital Trust Amended and
Restated Deferred Stock Plan for Non-Employee Trustees (the "Trustee
Deferred Stock Plan") and the Property Capital Trust 1994 Stock Option
Plan for Non-Employee Trustees (the "Trustee Stock Option Plan" and
together with the Deferred Stock Plan the "Plans"), 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.
Of the 350,000 Shares being registered, 250,000 Shares are
authorized for issuance pursuant to the Trustee Deferred Stock Plan and
100,000 Shares are authorized for issuance pursuant to the Trustee
Stock Option Plan.
<PAGE>
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 Plans and records of certain
of the Trust's proceedings. 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 Plans in accordance with their respective
terms, 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
