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): May 24, 1999
PROPERTY CAPITAL TRUST
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(Exact Name of Registrant as Specified in its Charter)
Massachusetts
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(State or other jurisdiction of incorporation)
I-7003 04-2452367
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(Commission File Number) (IRS Employer Identification Number)
177 Milk Street, Boston, MA 02109
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(Address of Principal Executive Offices)
(617) 482-4081
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(Registrant's Telephone Number, Including Area Code)
This document consists of 4 pages.
The exhibit index is contained on page 3.
Page 1
<PAGE>
Item 5. Other Events.
On May 24, 1999, Property Capital Trust (the "Trust") issued the press
release attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
99.1 Press Release of the Company dated May 24, 1999.
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 hereunto duly authorized.
Dated: May 24, 1999
PROPERTY CAPITAL TRUST
By: /s/ Robert M. Melzer
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Robert M. Melzer
President, Chief Executive Officer
and Chief Financial Officer
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<PAGE>
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of the Trust dated May 24, 1999.
Page 3
Exhibit 99.1
Contact:
Robert M. Melzer, President
and Chief Executive Officer
(617) 482-4081
PROPERTY CAPITAL TRUST SHAREHOLDERS APPROVE MERGER: FINAL DISTRIBUTION ANNOUNCED
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BOSTON, MAY 24, 1999-- Property Capital Trust (NASDAQ Bulletin Board - PCTG)
today announced that its shareholders have approved the merger of the Trust with
Maryland Property Capital Trust, Inc. (which is changing its name to Property
Capital Trust, Inc.). The merger will close and become effective on May 28th.
Robert M. Melzer, Chief Executive Officer of Property Capital Trust, also
advised that the Trust will make a final distribution of $.265 per share on June
4, 1999 to shareholders of record at the close of business on May 27, 1999. Of
this, $.01 per share is to redeem the rights issued in 1990 pursuant to the
Trust's Shareholders' Rights Plan and the balance is the Trust's final special
dividend representing all of its remaining net worth. Mr. Melzer also advised
that the Trust's shares will trade ex- dividend on and after May 25, 1999.
Mr. Melzer concluded by stating that, "The Trustees and I are truly pleased that
the merger has been approved by the Trust's shareholders. The merger and the
distribution represent the final step in the Trust's Business Plan, which has
resulted in aggregate special distributions to the shareholders of $13.90 per
share versus our initial estimate of $10 per share. We are grateful for the
support we received from the Trust's shareholders during the implementation of
the plan."
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