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As filed with the Securities and Exchange Commission on April 8, 1997
No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PMC COMMERCIAL TRUST
(Exact name of registrant as specified in its charter)
17290 Preston Road, 3rd Floor
Dallas, Texas 75252
(972) 380-0044
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Texas 75-6446078
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Lance B. Rosemore
President
PMC Commercial Trust
17290 Preston Road, 3rd Floor
Dallas, Texas 75252
(972) 380-0044
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Kenneth L. Betts, Esq.
Winstead Sechrest & Minick P.C.
5400 Renaissance Tower
1201 Elm Street
Dallas, Texas 75270-2199
(214) 745-5400
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after this Registration Statement becomes effective.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Securities Amount to be Maximum Maximum
to be Registered Registered Aggregate Price Aggregate Amount of
Per Share(1) Offering Registration
Price(1) Fee(2)
- - ----------------------------------------------------------------------------------------------------------------
Common Shares, $.01 per value 800,000 shares $17.25 $13,800,000 $4,182
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(1) Estimated solely for the purpose of calculating the registration fee.
(2) Pursuant to Rule 457(c) under the Securities Act of 1933, the
registration fee has been calculated based upon the average of the
high and low prices per share on the American Stock Exchange on
April 2, 1997.
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PMC COMMERCIAL TRUST
DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN
800,000 COMMON SHARES OF BENEFICIAL INTEREST
PMC Commercial Trust (the "Company") hereby introduces the Dividend
Reinvestment and Share Purchase Plan (the "Plan") to provide owners of the
Company's common shares of beneficial interest, par value of $0.01 per share
(the "Shares"), with a convenient and economical way of investing cash
distributions on the Shares and optional cash payments in additional Shares
without payment of any brokerage commission or service charge. The Plan permits
the purchase of Shares for the Plan in the open market as well as directly from
the Company, at the discretion of the Company. The Plan is administered by
American Stock Transfer & Trust Company (the "Plan Agent").
Participants in the Plan may purchase additional Shares by (i) having
the cash dividends on all, or part, of their Shares automatically reinvested,
(ii) by receiving directly, as usual, their cash dividends, if, as and when
declared, on Shares registered in their names and investing in the Plan by
making cash payments of not less than $50 per payment or more than $10,000 per
month ("optional cash payments"), or (iii) by investing both their cash
dividends and such optional cash payments.
Shareholders may begin participating in the Plan by completing an
Authorization Card and returning it to the Plan Agent. Participants may
terminate their participation at any time. Shareholders who do not wish to
participate in the Plan need not take any action and will continue to receive
their cash dividends, if, as and when declared, as usual. It is suggested that
this Prospectus be retained for future reference.
The price per Share for the additional Shares purchased from the
Company will be 98% of the average of the closing sales prices reported for the
Shares on the national securities exchange on which the Shares are traded as
reported in The Wall Street Journal for the five days on which trading of
Shares takes place immediately prior to the applicable purchase date. The
price per Share for additional Shares purchased in the open market for the Plan
will be the average of the price paid by the Plan Agent for all such Shares
purchased for the Plan on any purchase date.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED
ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION
TO THE CONTRARY IS UNLAWFUL.
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The date of this Prospectus is April 8, 1997
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AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission"), 450 Fifth Street, N.W., Washington, D.C. 20549, a Registration
Statement on Form S-3 under the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder with respect to the securities
offered pursuant to this Prospectus. This Prospectus, which is part of the
Registration Statement, does not contain all of the information set forth in
the Registration Statement and the exhibits thereto. For further information
with respect to the Company and the Shares, reference is made to the
Registration Statement and such exhibits. Statements contained in this
Prospectus as to the contents of any contract or other document which is filed
as an exhibit to the Registration Statement are not necessarily complete, and
each such statement is qualified in its entirety by reference to the full text
of such contract or document.
The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy and information statements and other
information with the Commission. Such reports, proxy and information
statements and other information and the Registration Statement and exhibits
thereto filed by the Company with the Commission can be inspected and copied at
the Public Reference Section of the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the regional offices of
the Commission located at 7 World Trade Center, 13th Floor, New York, New York
10048 and at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.
Copies of such material can be obtained from the Public Reference Section of
the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated by reference herein and shall be deemed to be a part hereof:
(a) Annual Report on Form 10-K for the year ended
December 31, 1996; and
(b) The description of the Shares contained in the Company's
Registration Statement on Form 8-A (File No. 0-22148).
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of this offering shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of the filing of such documents. Any statement contained in a document
incorporated by reference shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein or
in any other subsequently filed incorporated document or in an accompanying
prospectus supplement, if any, modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
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Upon written or oral request of any person to whom a Prospectus is
delivered, including any beneficial owner, the Company will provide, without
charge, a copy of the documents which have been incorporated by reference
(other than exhibits unless such exhibits are specifically incorporated by
reference in any such document) in this Prospectus. Requests for such
documents should be directed to Barry N. Berlin, Chief Financial Officer, PMC
Commercial Trust, 17290 Preston Road, 3rd Floor, Dallas, Texas 75252, telephone
number (972) 380-0044.
FORWARD-LOOKING STATEMENTS
This Prospectus contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 which are not
historical facts, and involve risks and uncertainties that could cause actual
results to differ materially from those expected, projected, estimated or
budgeted. Such risks and uncertainties include, but are not limited to, the
following: (i) heightened competition, including specifically the
intensification of price competition, the entry of new competitors, (ii)
adverse state and federal legislation and regulation, including increases in
minimum capital and reserves, and other financial viability requirements, (iii)
failure to locate new borrowers or retain existing borrowers, (iv) inability to
carry out marketing and sales plans, (v) loss of key executives, (vi) changes
in interest rates causing a reduction of investment income, (vii) general
economic and business conditions which are less favorable than expected and
(viii) unanticipated changes in industry trends.
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THE COMPANY
GENERAL
The Company, a real estate investment trust ("REIT") formed pursuant
to the Texas Real Estate Investment Trust Act, as amended, is a commercial
lender that originates loans to small business enterprises, which loans are
primarily collateralized by first liens on real estate of the related business.
The Company generates income from interest payments and other related fee
income from its lending activities. The investments of the Company are managed
pursuant to an investment management agreement with PMC Advisers, LTD ("PMC
Advisers" or the "Investment Manager" formerly known as PMC Advisers, Inc.), an
indirect wholly-owned subsidiary of PMC Capital, Inc. ("PMC Capital"). The
Company is an affiliate of PMC Capital, which primarily engages in the business
of originating loans to small businesses under loan guarantee and funding
programs sponsored by the Small Business Administration (the "SBA").
The Company's principal business objective is to maximize
shareholders' returns by expanding its loan portfolio while adhering to its
underwriting criteria. The Company currently has three principal strategies to
achieve this objective. First, the Company expects to continue to benefit from
the established customer base of PMC Capital due to the referral system
available through PMC Advisers. Many of the Company's existing and potential
borrowers have other projects that are currently financed by PMC Capital;
however, PMC Capital's borrowers' financing needs have grown over time and now
exceed the limitations set for SBA approved loan programs. In addition,
borrowers who have financial strength and stability in excess of the SBA loan
program criteria represent lending opportunities. Second, the Company is
seeking to expand its relationship with national hotel and motel franchisors to
secure a consistent flow of lending opportunities. Third, the Company expects
to continue to able to obtain cost-effective financing to maximize its growth
through structured financing arrangements and other funding sources.
LOAN ORIGINATIONS
To date, a significant portion of the Company's loan portfolio
consists of loans to small business owners in the lodging industry. The
majority of the Company's loans in the lodging industry are to owner-operated
facilities generally under national hotel or motel franchises. Management
believes that borrowers in the hotel and motel franchise industry are
underserved by traditional lending sources.
The Company operates from the offices of the Investment Manager in
Texas, Florida, Georgia and Arizona, and management anticipates the Company
will conduct operations from any future office of the Investment Manager. The
Investment Manager receives loan referrals from PMC Capital and solicits loan
applications on behalf of the Company from borrowers, through personal
contacts, attendance at trade shows, meetings and correspondence with local
chambers of commerce, direct mailings, advertisements in trade publications and
other marketing methods. The Company is not responsible for any compensation
to PMC Capital for referrals. In addition, the Company has generated a
significant percentage of loans through referrals from lawyers,
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accountants, real estate brokers, loan brokers and existing borrowers. In some
instances the Company may make payments to non-affiliated individuals who
assist in generating loan applications, although to date it has not done so,
with such payments generally not expected to exceed 1% of the principal amount
of the loan.
The Investment Manager, PMC Capital and the Company have entered into
a loan origination agreement (the "Loan Origination Agreement") designed to
avoid conflicts of interest regarding the loan origination function. The Loan
Origination Agreement generally requires that loans which meet the Company's
underwriting criteria be funded by the Company, provided that funds are
available. In such event, loans will not be made by PMC Capital other than:
(i) loans in an original principal amount not exceeding $1.1 million which
qualify for the SBA Section 7(a) or small business investment company ("SBIC")
loan programs utilized by its subsidiaries and (ii) bridge loans to be
refinanced under SBA Section 7(a) upon approval of the SBA loan application.
Generally, the Company originates loans to borrowers who exceed one or more of
the limitations applicable to the SBA Section 7(a) and SBIC loan programs
utilized by PMC Capital's subsidiaries. The Company will not originate loans
in principal amounts less than $1.1 million which qualify for SBA Section 7(a)
or SBIC loan programs unless PMC Capital is unable to originate such loans
because of insufficient available funds.
All prospective investments are considered by the Investment Manager
for investment by the Company. In the event that the Company does not have
funds available, lending opportunities presented to the Company may be
originated by PMC Capital or its subsidiaries.
Upon receipt of a completed loan application, the Investment Manager's
credit department (which is also the credit department for PMC Capital)
conducts (i) an analysis of the loan which may include either a third-party
appraisal or valuation of the property collateralizing the loan to assure
compliance with loan-to-value ratios, (ii) a site inspection generally by a
member of senior management of the Investment Manager, (iii) a review of the
borrower's business experience, and (iv) a credit history and an analysis of
debt service coverage and debt-to-equity ratios.
The Investment Manager's loan committee (which is also the loan
committee of PMC Capital), which is comprised of members of the Company's
senior management, makes a determination with respect to each loan application.
The Investment Manager's loan committee generally meets on a daily basis and
either approves the loan application as submitted, approves the loan
application subject to additional conditions or rejects the loan application.
After a loan is approved, the credit department will prepare and submit to the
borrower a good faith estimate and cost sheet detailing the anticipated costs
of the financing. The closing department reviews the loan file and assigns the
loan to the Company's outside counsel, the fees of whom are paid by the
borrower. Prior to authorizing disbursement for any funding of a loan, the
closing department reviews the loan documentation obtained from the closing
attorney.
After a loan is closed, the Investment Manager's servicing department
(which is also the servicing department of PMC Capital) is responsible on an
ongoing basis for (i) obtaining all financial information required by the loan
documents, (ii) verifying that adequate insurance remains in effect, (iii)
continuing Uniform Commercial Code financing statements evidencing the
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loan, if required, (iv) collecting and applying loan payments, and (v)
monitoring delinquent accounts.
UNDERWRITING CRITERIA
The Company primarily originates loans to small businesses that (i)
exceed the net worth, asset, income, number of employees or other limitations
applicable to the SBA programs utilized by PMC Capital, (ii) require funds in
excess of $1.1 million without regard to SBA eligibility requirements, or (iii)
require funds which PMC Capital does not have available and which otherwise
meet the Company's underwriting criteria. Such loans ("Primary Investments")
are primarily collateralized by first liens on real estate of the related
business, are personally guaranteed by the principals of the entities obligated
on the loans and are subject to the Company's underwriting criteria.
The underwriting criteria applied by the Company to evaluate
prospective borrowers generally requires such borrowers to (i) provide
first-lien real estate mortgages not exceeding 70% of the lesser of appraised
value or cost, (ii) provide proven management capabilities, (iii) meet certain
criteria with respect to historical or projected debt coverage, and (iv) have
principals with satisfactory credit histories and provide personal guarantees,
as applicable.
Pursuant to management's investment policies, at least 75% of the
Company's assets must be utilized to fund the Primary Investments. In
addition, the Company may utilize a maximum of 25% of its assets to (i)
purchase from certain governmental agencies and other sellers, loans on which
payments are current at the time of the Company's commitment to purchase such
loans and which meet the Company's underwriting criteria, (ii) invest in other
commercial loans collateralized by real estate, and (iii) invest in real estate
(collectively, the "Other Investments"), provided that such Other Investments
do not affect the ability of the Company to maintain its qualification as a
REIT for Federal income taxes purposes under the Internal Revenue Code of 1986,
as amended (the "Code"). Management of the Company has broad discretion in
evaluating and pursuing investment opportunities.
OTHER INVESTMENTS
The Company has purchased from certain governmental agencies two loans
secured by first liens on real estate at a discount. The Investment Manager
has selected and evaluated such loans using substantially the same underwriting
criteria applicable to originated loans. When purchasing loans, underwriting
information received by the Investment Manager, such as loan applications,
financial statements, property appraisals and other loan documentation that was
developed by the original lending institution may be outdated. In such cases,
the Investment Manager will seek to supplement this information with additional
data such as credit reports on borrowers, geographical analysis, industry
demographics, economic data and, in selected cases, current property appraisals
or site visits. Prohibitions by sellers against contacting borrowers might
limit the Investment Manager's ability to obtain accurate information about
borrowers and the Investment Manager may have to rely on the original
underwriting information with limited ability to verify the information. These
loans are currently performing as agreed.
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While the Company has not done so to date, it may also finance real
estate investors who are not operators of the properties financed. Such loans
would be collateralized by a lien on the real estate acquired or other real
estate owned by the borrower or its principals. The personal guaranty of one
or more of the principals would typically be obtained. The loans would
generally carry a fixed rate of interest and have maturities of five to 20
years from the date of origination. In some instances, there may be earlier
maturity dates or dates on which the interest rate may be modified. Most loans
would provide for scheduled monthly amortization and have a balloon payment
requirement. In addition, the Company may also purchase real estate to hold in
the Company's investment portfolio.
TAX STATUS
The Company has elected to be taxed as a REIT under Section 856(c) of
the Internal Revenue Code. As a REIT, the Company generally is not subject to
Federal income tax (including any applicable alternative minimum tax) to the
extent it distributes at least 95% of its REIT taxable income to shareholders.
The Company may, however, be subject to certain Federal excise taxes and state
and local taxes on its income and property. REITs are subject to a number of
organizational and operational requirements under the Code.
The Shares of the Company are listed on the American Stock Exchange
under the symbol "PCC." On March 14, 1997, the Company declared a dividend of
$.41 per Share for the first quarter of 1997 to all shareholders of record on
March 31, 1997 to be paid on April 14, 1997. The Company intends to continue
making regular quarterly distributions to its shareholders. Distributions
depend upon a variety of factors, and there can be no assurance that
distributions will be made.
The Company's principal executive office is located at 17290 Preston
Road, 3rd Floor, Dallas, Texas 75252 and its telephone number is (972)
380-0044.
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DESCRIPTION OF THE PLAN
The following is a description of the provisions of the Plan in question and
answer format:
Company Contact: Plan Agent:
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Jan F. Salit American Stock Transfer and Trust
PMC Commercial Trust Company
Dallas, TX 75252 40 Wall Street
17290 Preston Road New York, New York 10005
1. WHAT IS THE PURPOSE OF THIS PLAN?
The purpose of the Plan is to provide shareholders with a simple and
convenient method of investing cash dividends and distributions and/or
cash payments in additional common shares of beneficial interest, $.01
par value (the "Shares"), of the Company at a price equal to
ninety-eight percent (98%) of the current market price. Participants
in the Plan ("Participants") may have cash dividends and distributions
automatically reinvested without charges for record-keeping, and may
take advantage of the custodial and reporting services provided by
American Stock Transfer and Trust Company (the "Plan Agent") at no
additional cost.
2. WHAT DOES THE PLAN AGENT DO?
The Plan Agent administers the Plan for Participants, keeps records,
sends account statements to Participants, and performs other duties
relating to the Plan.
3. HOW DOES A SHAREHOLDER ENROLL?
You may join the Plan at any time by completing an Authorization Form
and returning it to the Plan Agent. Authorization Forms will be
furnished to you at any time upon request by contacting the Plan Agent
at 1-800-278-4353.
4. WHAT ARE THE INVESTMENT OPTIONS OFFERED UNDER THE PLAN?
Participants may elect to (a) reinvest dividends and distributions on
all Shares held; (b) reinvest dividends and distributions on a portion
of the Shares held; and/or (c) invest by making optional payments at
any time up to an aggregate of $10,000 per calendar month.
5. ARE SHAREHOLDERS ENROLLED IN THE PLAN REQUIRED TO SEND IN A NEW
AUTHORIZATION FORM ANNUALLY?
No. After properly completing and returning an Authorization Form to
the Plan Agent, Participants are enrolled in the Plan without further
action on their part, unless the Participant gives notice to the Plan
Agent in writing that he or she wishes to terminate participation (see
Questions 16 and 17 for information concerning termination of
participation in the Plan). A Participant may also submit a new
Authorization Form to change the portion of cash dividends that are to
be issued in the form of Shares, provided that such an election must
be submitted to the Plan Agent prior to a
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dividend record date in order to be effective for the corresponding
dividend payment date.
6. WHAT IF THE SHARES ARE HELD BY A BROKER, BANK OR NOMINEE?
If your Shares are held on the books of the Plan Agent in the name of
a broker, bank or other nominee (a "nominee"), and you wish to
participate in the Plan, distributions will be reinvested
automatically in additional Shares under the Plan but only to the
extent that the nominee participates on your behalf. Many nominees do
not provide that service and routinely request dividends and
distributions to be paid in cash on all Shares registered in their
names. Therefore, if your Shares are held for your account by a
nominee, you must either make appropriate arrangements for your
nominee to participate on your behalf by completing the Authorization
Form referred to in Question 3, or you must become a shareholder of
record by having a part or all of your Shares transferred to your own
name and complete the Authorization Form referred to in Question 3.
7. WHAT IF A SHAREHOLDER WISHES TO RECEIVE CASH ON ONLY SOME OF HIS
SHARES?
If you wish to receive dividends and distributions in cash on some of
your Shares, and have the remaining dividends and distributions
reinvested, you must write to the Plan Agent and give notice to that
effect. As a partial Participant, you will receive your dividends and
distributions in Shares only with respect to the number of Shares that
you have specified and with respect to the Shares credited to your
account on the books of the Plan Agent. With respect to any other
Shares registered in your name, the corresponding dividends and
distributions will be paid in cash.
The number of Shares reinvested may be changed at any time simply by
writing to the Plan Agent.
8. HOW ARE OPTIONAL CASH PAYMENTS MADE AND INVESTED?
Optional cash payments are invested on the fifth business day of each
month. Optional cash payments should be sent so that they are
received by the Plan Agent at least five business days before a
purchase date. Any optional cash payments received after a purchase
date will be held by the Plan Agent and applied to the next purchase
date, unless otherwise noted, in writing, to the Plan Agent by the
Participant. Participants do not receive any interest on the amounts
held by the Plan Agent pending investment. A Participant may not send
less than $50 per payment or more than $10,000 per calendar month. If
a Participant does so, the Plan Agent will refund the entire amount to
such Participant.
The price used to determine the number of Shares to be purchased with
any optional cash payment will be ninety-eight percent (98%) of the
average of the closing sales prices reported for the Shares on the
national securities exchange on which the Shares are traded as
reported in The
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Wall Street Journal for the five days on which trading of Shares takes
place immediately prior to the purchase date.
9. HOW DOES THE PLAN WORK?
When the Board of Trust Managers of the Company declares a dividend or
distribution, all non-participants will receive the dividend or
distribution in cash. Participants will have credited to their Plan
Accounts the number of full and fractional Shares (computed to three
decimal places) that could be obtained, at the price determined in
accordance with the answer to Question 10, with the cash, net of any
applicable withholding taxes, that would have been paid to them if
they were not Participants.
10. WHAT IS THE SOURCE OF SHARES PURCHASED UNDER THE PLAN?
Shares may be purchased from the Company or may be purchased, in the
discretion of the Company, in the open market by the Plan Agent. The
price used to determine the number of Shares to be received by a
Participant will be ninety-eight percent (98%) of the average of the
closing sales prices reported for the Shares on the national
securities exchange on which the Shares are traded as reported in The
Wall Street Journal for the five days on which trading of Shares takes
place immediately prior to the purchase date. For Shares purchased in
the open market, the price per share will be the average price of the
Shares so purchased.
11. WHAT ACCOUNTS ARE MAINTAINED FOR PARTICIPANTS AND WHAT REPORTS ON
THESE ACCOUNTS DO PARTICIPANTS RECEIVE?
The Plan Agent will maintain a separate account (the "Plan Account")
for each Participant. All Shares issued to a Participant under the
Plan will be credited to the Participant's Plan Account. The Plan
Agent will mail to each Participant a statement confirming the
issuance of Shares within 15 days after the allocation of Shares is
made. The statement will show the amount of the dividend or
distribution or cash payment made, the price at which Shares were
credited, the number of full and fractional Shares credited, the
number of Shares previously credited and the cumulative total of
Shares credited. In addition, each Participant will receive copies of
the Company's annual reports to shareholders, proxy statements and
dividend income information for tax purposes. The Company may elect
to send, and upon written request will send, quarterly reports to
Participants. The proxy card received by each Participant will
represent all Shares held of record, including Shares held in the Plan
Account.
12. WILL CERTIFICATES BE ISSUED FOR SHARES ISSUED UNDER THE PLAN?
No. Certificates for Shares issued under the Plan will not be
furnished to you until your Plan Account is terminated or unless you
request certificates in writing for a specified number of Shares
credited to your Plan Account. All written requests for certificates
should be directed to the
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Plan Agent, allowing two weeks for processing. The issuance of
certificates for Shares credited to the Plan Account will not
terminate your participation in the Plan. No certificate for a
fractional Share will be issued. If you terminate your participation
in the Plan (see Question 16), the Plan Agent will sell for your
account any fractional Share and send you a check for the proceeds.
13. IN WHOSE NAME WILL CERTIFICATES BE REGISTERED WHEN ISSUED?
Plan Accounts are maintained in the name in which Share certificates
of the Participant were registered at the time the Participant entered
the Plan. Certificates for whole Shares issued at the request of a
Participant will be similarly registered.
14. WHAT HAPPENS IF THE COMPANY ISSUES A STOCK DIVIDEND OR DECLARES A
STOCK SPLIT?
Any stock dividends or split Shares distributed by the Company on
Shares held by the Plan Agent for the Participant will be credited to
the Participant's Plan Account.
15. MAY PARTICIPANTS WITHDRAW ALL OR A PORTION OF THEIR SHARES FROM THE
PLAN?
Yes. The Plan is entirely voluntary and a Participant may withdraw at
any time by completing the account correspondence stub attached to the
quarterly statement, or by forwarding a written request to the Plan
Agent for a full or partial withdrawal. Withdrawing Participants may
request either that their Shares be sold and the cash proceeds
forwarded to them or request that certificates be issued to them.
16. WHAT HAPPENS IF A PARTICIPANT WISHES TO TERMINATE PARTICIPATION?
You may terminate participation in the Plan at any time by notifying
the Plan Agent in writing. Written notice may also be provided by
completing the reverse side of the account correspondence stub
attached to the quarterly statement and returning it to the Plan
Agent. Within twenty days, and according to your instructions, the
Plan Agent will either (a) issue certificates for the whole Shares
credited to your Plan Account and a check representing the value of
any fractional Shares or (b) sell the Shares in the market. The
proceeds of the sale, less any brokerage commissions that may be
incurred, will be remitted to the shareholder at the address of
record at the time of liquidation. The address of record may not be
changed per telephone instruction, but rather must be changed by
writing to the Plan Agent. Notification for termination must be
received prior to the record date of any impending distribution in
order for it to take effect for that distribution.
If a Participant sells or transfers all of the Shares registered in
his name on the books of the Plan Agent, participation in the Plan
will continue with respect to any Shares credited to the Participant's
Plan Account unless and until termination is requested in writing.
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17. MAY A SHAREHOLDER ELECT TO RE-ENROLL ONCE HE HAS TERMINATED
PARTICIPATION IN THE PLAN?
Yes. If a shareholder has terminated participation in the Plan, and
later wishes to participate in the Plan, the shareholder may re-enroll
at any time by completing the Authorization Form referred to in
Question 3. The Authorization Form requesting enrollment must be
received by the Plan Agent prior to the dividend declaration date in
order for it to take effect as of the next dividend or distribution.
18. HOW WILL SHARES IN A PARTICIPANT'S SHARE ACCOUNT BE VOTED AT A MEETING
OF SHAREHOLDERS?
All of a Participant's Shares, both certificated and noncertificated,
may be voted by the Participant. For any meeting of shareholders, the
Participant will be sent proxy material for that meeting covering all
of the Shares that the Participant owns on the record date for the
meeting. The Participant may vote all of Participant's Shares in
person or by proxy.
19. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE
PLAN?
Under the current provisions of the Code the purchase of Shares under
the Plan will generally result in the following federal income tax
consequences:
(a) A dividend on the Shares will be treated for federal income
tax purposes as a dividend distribution received by the
Participant notwithstanding that it is used to purchase
additional Shares pursuant to the Plan. The full amount of
cash dividends reinvested under the Plan plus the 2% purchase
discount, if any, represent dividend distributions to
Participants. In addition, the amount of any brokerage
commissions, mark-ups and other fees or expenses incurred by
the Company on behalf of a Participant in connection with such
purchases on the open market will also constitute a dividend
distribution to such Participant for federal income tax
purposes. As in the case of cash dividend distributions, the
full amount will be taxable income to the extent of the
Company's current and accumulated earnings and profits, and
the excess will be a return of capital which reduces the basis
of the Participant's Shares or results in gain to the extent
it exceeds such basis.
(b) Dividends paid to corporate shareholders, including amounts
taxable as dividends to corporate Participants under (a)
above, will not be eligible for the corporate
dividends-received deduction under the Code.
(c) A Participant's tax basis in additional Shares acquired
12
14
under the Plan will be equal to the full amount treated as a
dividend distribution for federal income tax purposes. The
Participant's holding period for such Shares will commence on
the day after the investment date.
(d) A Participant will not realize any taxable income upon the
receipt of a certificate for full Shares credited to the
Participant's account. A Participant will recognize gain or
loss when a fractional Share interest is liquidated or when
the Participant sells or exchanges Shares received from the
Plan. Such gain or loss will equal the difference between the
amount which the Participant receives for such fractional
Share interest or such Shares and the tax basis therefor.
In the case of Participants whose dividends are subject to withholding
of federal income tax, dividends will be reinvested less the amount of
tax required to be withheld.
The above is intended only as a general discussion of the current
federal income tax consequences of participation in the Plan.
Participants should consult their own tax advisors regarding the
federal and state income tax consequences (including the effects of
any changes in law) of their individual participation in the Plan.
20. WHAT PROVISION IS MADE FOR FOREIGN PARTICIPANTS SUBJECT TO INCOME TAX
WITHHOLDING OR OTHER PARTICIPANTS SUBJECT TO BACK-UP WITHHOLDING?
In the case of both foreign participants who elect to have their
dividends reinvested and whose dividends are subject to United States
income tax withholding and other Participants who elect to have the
dividends reinvested and who are subject to "backup" withholding under
Section 3406(a)(1) of the Code, the Plan Agent will invest in Shares
an amount equal to the dividends of such Participants less the amount
of tax required to be withheld. The quarterly statements confirming
purchases made to such Participants will indicate the net payment
reinvested.
Under Section 3406(a)(1) of the Code, the Company is currently
required to withhold for United States income tax purposes 31% of all
dividend payments to a shareholder if (i) such shareholder has failed
to furnish to the Company his taxpayer identification number ("TIN"),
which for an individual is his social security number, (ii) the
Internal Revenue Service (the "Service") has notified the Company that
the TIN furnished by the shareholder is incorrect, (iii) the Service
notifies the Company that back-up withholding should be commenced
because the shareholder has failed to properly report dividends or
(iv) the shareholder has failed to certify, under penalties of
perjury, that he is not subject to back-up withholding. Shareholders
have previously been requested by the Company or their broker to
submit all information and certifications required in order to exempt
them from back-up withholding if such exemption is available to them.
Optional cash payments received from foreign participants must be in
United States dollars and will be invested in the same way as payments
from other Participants.
21. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE
PLAN
13
15
BY AN IRA, KEOGH PLAN, 401(K) PLAN, SIMPLIFIED PENSION ACCOUNT OR ANY
CORPORATE EMPLOYER-SPONSORED RETIREMENT PLAN?
The tax consequences of participation in the Plan by retirement plans
differ from those outlined above for individuals. Since the law and
regulations regarding the federal income tax consequences of
retirement plan participation are complex and subject to change, those
considering such participation should consult with their own
retirement plan trustees, custodians or tax advisors for specific
information.
22. WHAT IS THE RESPONSIBILITY OF THE COMPANY UNDER THE PLAN?
Neither the Company nor the Plan Agent will be liable for any act done
in good faith or for any good faith omission to act, including,
without limitation, any claim of liability arising out of failure to
terminate participation in the Plan upon a Participant's death. In
addition, neither the Trust Managers of the Company nor any officer,
employee, representative or agent of the Company, shall be personally
liable for the satisfaction of the Company's obligations under the
Plan and a Participant shall look solely to the assets of the Company
for satisfaction of any claims thereunder.
Participants should recognize that neither the Company nor the Plan
Agent can provide any assurance of a profit or protection against loss
on any Shares purchased under the Plan.
23. MAY THE PLAN BE CHANGED OR DISCONTINUED?
While the Company hopes to continue the Plan indefinitely, the Company
reserves the right to suspend or terminate the Plan at any time. It
also reserves the right to make modifications to the Plan and in
particular reserves the right to refuse optional cash payments from
any shareholder who, in the sole discretion of the Company, is
attempting to circumvent the intent of the Plan by making excessive
optional cash payments through multiple shareholder accounts.
Participants will be notified of any suspension, termination or
modification. The Company may also suspend, terminate or refuse
participation in the Plan to any investor in the Company if,
participation or any increase in the number of Shares held by such
investor, would, in the opinion of the Board of Trust Managers,
jeopardize the status of the Company as a REIT.
14
16
USE OF PROCEEDS
The net proceeds from the sale of the Shares purchased from the
Company from time to time will be used for general corporate purposes, which
include lending such proceeds to small businesses in accordance with the
Company's underwriting criteria. Pending such uses, net proceeds may be
invested temporarily in (i) securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities, (ii) repurchase agreements fully
collateralized by U.S. Government securities, (iii) shares of money market
mutual funds, or (iv) commercial paper given the highest investment grade
rating by a national rating agency. All U.S. Government securities and
repurchase agreements purchased will have maturities of one year or less, and
the Company will maintain a portfolio duration with respect to its temporary
investments of one year or less. The Code limits the extent to which a REIT
may hold certain types of temporary investments. Under Internal Revenue
Service rulings, however, those limitations do not apply to temporary
investments such as mortgage pass-through certificates and interests in
mortgage pools guaranteed by the Government National Mortgage Association, the
Federal National Mortgage Association or the Federal Home Loan Mortgage
Corporation. The Company intends to make temporary investments in a manner
consistent with its status as a REIT.
The purpose of the Plan is to provide owners of the Shares with a
simple and convenient method of reinvesting cash distributions in additional
Shares and/or making optional cash payments for additional Shares, without
payment of any brokerage commission, service charge or other expense. Shares
for the Plan may be purchased, in the discretion of the Company, either
directly from the Company and/or in the open market. Shares purchased from the
Company will be treasury shares and/or previously unissued shares and will
provide the Company with funds for general corporate purposes.
LEGAL MATTERS
The legality of the securities offered hereby and certain tax matters
will be passed upon for the Company by Winstead Sechrest & Minick P.C., Dallas,
Texas.
EXPERTS
The Company's consolidated balance sheets as of December 31, 1996 and
1995, and the related consolidated statements of income, beneficiaries' equity
and cash flows for each of the three years in the period ended December 31,
1996, included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1996 and incorporated by reference in this Prospectus and
Registration Statement have been audited by Coopers & Lybrand L.L.P.,
independent auditors, as set forth in their report thereon which is
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firms as experts in accounting and auditing.
15
17
INDEMNIFICATION OF TRUST MANAGERS AND OFFICERS
The Texas Real Estate Investment Trust Act, as amended (the "Texas
REIT Act"), subject to procedures and limitations stated therein, allows the
Company to indemnify any person who was, is or is threatened to be made a named
defendant or respondent in a proceeding because the person is or was a trust
manager or officer against judgments, penalties (including excise and similar
taxes), fines, settlements and reasonable expenses actually incurred by the
person in connection with the proceeding. The Company is required by Section
9.1 of the Texas REIT Act to indemnify a trust manager or officer against
reasonable expenses incurred by him in connection with a proceeding in which he
is a named defendant or respondent because he is or was a trust manager or
officer if he has been wholly successful, on the merits or otherwise, in the
defense of the proceeding. Under the Texas REIT Act, trust managers and
officers are not entitled to indemnification if (i) the trust manager or
officer is found liable to the real estate investment trust or is found liable
on the basis that personal benefit was improperly received and (ii) the trust
manager or officer was found liable for willful or intentional misconduct in
the performance of his duty to the real estate investment trust. The statute
provides that indemnification pursuant to its provisions is not exclusive of
other rights of indemnification to which a person may be entitled under any
provision of the Declaration of Trust, bylaws, agreements or otherwise. In
addition, the Company has, pursuant to Section 15(D) of the Texas REIT Act,
provided in its Declaration of Trust that, to the fullest extent permitted by
applicable law, a trust manager of the Company shall not be liable for any act,
omission, loss, damage or expense arising from the performance of his duty
under the Texas REIT Act, except for his own willful misfeasance, malfeasance
or negligence.
The Company's Declaration of Trust and Bylaws provide for
indemnification by the Company of its trust managers and officers to the
fullest extent permitted by the Texas REIT Act. In addition, the Company's
Bylaws provide that the Company may pay or reimburse, in advance of final
disposition of a proceeding, reasonable expenses incurred by a present or
former trust manager or officer made a party to a proceeding by reason of his
status as a trust manager or officer provided that (i) the trust managers have
consented to the advancement of expenses (which consent shall not unreasonably
be withheld) and (ii) the Company shall have received (a) a written affirmation
by the trust manager or officer of his good faith belief that he has met the
standard of conduct necessary for indemnification by the Company under the
Texas REIT Act and (b) a written undertaking by or on his behalf to repay the
amount paid or reimbursed by the Company if it shall ultimately be determined
that the standard of conduct was not met or it is ultimately determined that
indemnification of the trust manager or officer against expenses incurred by
him in connection with that proceeding is prohibited by Section 9.1(E) of the
Texas REIT Act.
In addition, the investment management agreement between the Company
and the Investment Manager provides that the Investment Manager shall be deemed
an agent of the Company and the Investment Manager and its directors, officers
and employees shall be indemnified by the Company to the same extent as the
trust managers and officers of the Company.
16
18
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to trust managers,
officers or persons controlling pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable.
17
19
========================================================== ========================================
No dealer, salesperson or other individual has
been authorized to give any information or make any
representations not contained in this Prospectus in 800,000 SHARES
connection with the offering covered by this
Prospectus. If given or made, such information or
representation must not be relied upon as having been
authorized by the Company. This Prospectus does not PMC COMMERCIAL
constitute an offer to sell, or a solicitation to buy,
the Common Shares in any jurisdiction where, or to any TRUST
person to whom, it is unlawful to make such offer or
solicitation. Neither the delivery of this Prospectus
nor any sale made hereunder shall, under any Common Shares of
circumstances, create an implication that there has Beneficial Interest
not been any change in the facts set forth in this Offered by PMC Commercial Trust
Prospectus or in the affairs of the Company since the to its Shareholders
date hereof. Solely in Connection with its
Dividend Reinvestment
and Share Purchase Plan
-------------------------
----------------------
TABLE OF CONTENTS PROSPECTUS
----------------------
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . 2
INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE . . . . . . . . . . . . . . . . . 2
THE COMPANY . . . . . . . . . . . . . . . . . . . . . 4
DESCRIPTION OF THE PLAN . . . . . . . . . . . . . . . 8
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . 15
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . 15
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . 15
INDEMNIFICATION OF TRUST MANAGERS AND OFFICERS . . . 16
April 8, 1997
=========================================================== ========================================
20
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
SEC registration fee . . . . . . . . . . . . . . . . . . . . $ 4,182
Accounting fees and expenses . . . . . . . . . . . . . . . . 1,000
Legal fees and expenses . . . . . . . . . . . . . . . . . . 2,000
Blue Sky fees and expenses . . . . . . . . . . . . . . . . . 2,000
--------
Total . . . . . . . . . . . . . . . . . . . . . . . . $ 9,182
========
All of the above items except the registration fees are estimates.
- - ---------------
ITEM 15. INDEMNIFICATION OF TRUST MANAGERS AND OFFICERS.
The Texas Real Estate Investment Trust Act, as amended (the "Texas
REIT Act"), subject to procedures and limitations stated therein, allows the
Company to indemnify any person who was, is or is threatened to be made a named
defendant or respondent in a proceeding because the person is or was a trust
manager or officer against judgments, penalties (including excise and similar
taxes), fines, settlements and reasonable expenses actually incurred by the
person in connection with the proceeding. The Company is required by Section
9.1 to indemnify a trust manager or officer against reasonable expenses
incurred by him in connection with a proceeding in which he is a named
defendant or respondent because he is or was a trust manager or officer if he
has been wholly successful, on the merits or otherwise, in the defense of the
proceeding. Under the Texas REIT Act, trust managers and officers are not
entitled to indemnification if (i) the trust manager or officer is found liable
to the real estate investment trust or is found liable on the basis that
personal benefit was improperly received and (ii) the trust manager or officer
was found liable for willful or intentional misconduct in the performance of
his duty to the real estate investment trust. The statute provides that
indemnification pursuant to its provisions is not exclusive of other rights of
indemnification to which a person may be entitled under any provision of the
Declaration of Trust, bylaws, agreements or otherwise. In addition, the
Company has, pursuant to Section 15(D) of the Texas REIT Act, provided in its
Declaration of Trust that, to the fullest extent permitted by applicable law, a
trust manager of the Company shall not be liable for any act, omission, loss,
damage or expense arising from the performance of his duty under the Texas REIT
Act, except for his own willful misfeasance, malfeasance or negligence.
The Company's Declaration of Trust and Bylaws provide for
indemnification by the Company of its trust managers and officers to the
fullest extent permitted by the Texas REIT Act. In addition, the Company's
Bylaws provide that the Company may pay or reimburse, in advance of final
disposition of a proceeding, reasonable expenses incurred by a present or
former trust manager or officer made a party to a proceeding by reason of his
status as a trust manager or officer provided that (i) the trust managers have
consented to the advancement of expenses (which consent shall not unreasonably
be withheld) and (ii) the Company shall have received
II-1
21
(a) a written affirmation by the trust manager or officer of his good faith
belief that he has met the standard of conduct necessary for indemnification by
the Company under the Texas REIT Act and (b) a written undertaking by or on his
behalf to repay the amount paid or reimbursed by the Company if it shall
ultimately be determined that the standard of conduct was not met or it is
ultimately determined that indemnification of the trust manager or officer
against expenses incurred by him in connection with that proceeding is
prohibited by Section 9.1(E) of the Texas REIT Act.
In addition, the Investment Management Agreement provides that the
Investment Manager shall be deemed an agent of the Company and the Investment
Manager and its directors, officers and employees shall be indemnified by the
Company to the same extent as the trust managers and officers of the Company.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to trust managers,
officers or persons controlling pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable.
ITEM 16. EXHIBITS.
Exhibit
Number Description
- - ------ -----------
4.1 Declaration of Trust. (Incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-11 (Registration No. 33-65010).)
4.2 Amendment No.1 to Declaration of Trust. (Incorporated by reference to Exhibit
3.1(a) to the Registrant's Registration Statement on Form S-11 (Registration No.
33-65010).)
4.3 Bylaws of the Registrant. (Incorporated by reference to Exhibit 3.2 to the
Registrant's Registration Statement on Form S-11 (Registration No. 33-65010).)
4.4 Specimen certificate for common shares of beneficial interest. (Incorporated by
reference to Exhibit 4 to the Registrant's Registration Statement on Form S-11
(Registration No. 33-65010).)
5.1 Opinion of Winstead Sechrest & Minick P.C. as to legality of securities.
23.1 Consent of Winstead Sechrest & Minick P.C. (included in Exhibit 5.1).
23.2 Consent of Coopers & Lybrand L.L.P.
24.1 Power of Attorney (included on the signature page).
II-2
22
ITEM 17. 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, as amended
(the "Securities Act");
(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
the Registration Statement or any material change to
such information in the Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), that are incorporated by reference 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.
(3) To remove from registration by mean 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 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the 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.
II-3
23
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this the Registration Statement on Form S-3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Dallas, State of
Texas on April 7, 1997.
PMC COMMERCIAL TRUST
By: /s/ Lance B. Rosemore
-----------------------------------
Lance B. Rosemore, President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Lance B. Rosemore or Andrew S.
Rosemore or either of them, his or her attorney-in-fact and agents, each with
full power of substitution and resubstitution for him or her in any and all
capacities, to sign any or all amendments or post-effective amendments to this
Registration Statement, and to file the same, with exhibits thereto and other
documents in connection therewith with the Commission, granting unto each of
such attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary in connection with such
matters and hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his substitutes may do or cause to be done by
virtue hereof.
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 dates indicated.
Name Title Date
---- ----- ----
/s/ Lance B. Rosemore President, Chief April 7, 1997
- - ------------------------- Executive, Officer
Lance B. Rosemore Secretary and Trust
Manager (principal
executive officer)
II-4
24
Name Title Date
---- ----- ----
/s/ Dr. Andrew S. Rosemore Chairman of the Board, April 7, 1997
- - ---------------------------- Chief
Dr. Andrew S. Rosemore Operating Officer
and Trust Manager
/s/ Barry N. Berlin Chief Financial Officer April 7, 1997
- - ---------------------------- (principal financial
Barry N. Berlin and accounting officer)
/s/ Nathan G. Cohen Trust Manager April 7, 1997
- - ----------------------------
Nathan G. Cohen
/s/ Dr. Martha R. Greenberg Trust Manager April 7, 1997
- - ----------------------------
Dr. Martha R. Greenberg
/s/ Roy H. Greenberg Trust Manager April 7, 1997
- - ----------------------------
Roy H. Greenberg
/s/ Barry A. Imber Trust Manager April 7, 1997
- - ----------------------------
Barry A. Imber
/s/ Irving Munn Trust Manager April 7, 1997
- - ----------------------------
Irving Munn
/s/ Dr. Ira Silver Trust Manager April 7, 1997
- - ----------------------------
Dr. Ira Silver
II-5
25
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description Page
- - ------ ----------- ------------
4.1 Declaration of Trust. (Incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-11 (Registration No.
33-65010).)
4.2 Amendment No. 1 to Declaration of Trust. (Incorporated by reference to
Exhibit 3.1(a) to the Registrant's Registration Statement on Form S-11
(Registration No. 33-65010).)
4.3 Bylaws of the Registrant. (Incorporated by reference to Exhibit 3.2 of
the Registrants Registration Statement on Form S-11 (Registration No.
33-65010).)
4.4 Specimen certificate for common shares of beneficial interest.
(Incorporated by reference to Exhibit 4 to the Registrant's
Registration Statement on Form S-11 (Registration No. 33-65010).)
5.1 Opinion of Winstead Sechrest & Minick P.C. as to legality of
securities.
23.1 Consent of Winstead Sechrest & Minick P.C. (included in Exhibit 5.1).
23.3 Consent of Coopers & Lybrand L.L.P.
24.1 Power of Attorney (including on signature page)
1
EXHIBIT 5.1
WINSTEAD SECHREST & MINICK
5400 RENAISSANCE TOWER
1201 ELM STREET
DALLAS, TEXAS 75270-2199
Direct Dial: (214) 745-5724
kbetts@winstead.com
April 7, 1997
PMC Commercial Trust
17290 Preston Road
3rd Floor
Dallas, Texas 75252
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to PMC Commercial Trust, a Texas real estate
investment trust (the "Company"), in connection with the Company's Registration
Statement on Form S-3 ("Registration Statement"), filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), and the issuance of up to 800,000 of shares of
the Company's common shares of beneficial interest (the "Securities"), pursuant
to the Registration Statement.
In this capacity, we have examined the Company's charter and bylaws,
the proceedings of the Board of Directors of the Company relating to the
issuance of the Securities and such other statutes, certificates, instruments
and documents relating to the Company and matters of law as we have deemed
necessary to the issuance of this opinion.
Based upon the foregoing, we are of the opinion that the Securities to
be issued by the Company pursuant to the Registration Statement have been duly
authorized and, when issued as contemplated in the Registration Statement
against receipt of the purchase price provided for therein, will be validly
issued, fully paid and nonassessable.
The opinion expressed herein is as of the date hereof and is based on
the assumptions set forth herein and the laws and regulations currently in
effect, and we do not undertake and hereby disclaim any obligations to advise
you of any change with respect to any matter set forth herein.
2
PMC Commercial Trust
April 7, 1997
Page 2
To the extent that the opinion set forth herein is governed by laws other than
the federal laws of the United States, our opinion is based solely upon our
review of the General Corporation Law of the State of Maryland and upon
certificates from public officials or governmental offices of such state. We
express no opinion as to any matter other than as expressly set forth herein,
and no opinion is to, or may, be inferred or implied herefrom.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to us under the heading "Legal
Matters" in the Prospectus contained therein. In giving our consent, we do not
hereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the
Commission thereunder.
Very truly yours,
WINSTEAD SECHREST & MINICK P.C.
By: /s/ Kenneth L. Betts
-----------------------------------
1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
PMC Commercial Trust Dividend Reinvestment and Share Purchase Plan on Form S-3
(File No. 333- ) of our report dated March 5, 1997, on our audits of the
consolidated financial statements of PMC Commercial Trust and subsidiaries as
of December 31, 1996 and 1995, and for each of the three years in the period
ended December 31, 1996, which report is included in the PMC Commercial Trust
Annual Report on Form 10-K dated March 21, 1997 filed with the Securities and
Exchange Commission. We also consent to the reference to our Firm under the
caption "Experts."
Coopers & Lybrand L.L.P.
Dallas, Texas
April 2, 1997
