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UNITED STATES
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): August 31, 2005
Commission File Number 1-13610
PMC COMMERCIAL TRUST
(Exact name of registrant as specified in its charter)
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TEXAS
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75-6446078 |
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer Identification No.) |
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17950 Preston Road, Suite 600, Dallas, TX 75252
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(972) 349-3200 |
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(Address of principal executive offices)
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(Registrants telephone number) |
Former name, former address and former fiscal year, if changed since last report: NONE
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events
On September 1, 2005, PMC Commercial Trust issued a press release announcing that its Board of
Trust Managers authorized up to $10 million for the purchase of outstanding Common Shares of
Beneficial Interest.
On September 1, 2005, PMC Commercial Trust also issued a press release announcing that
Arlington Hospitality, Inc. filed a voluntary petition for relief under Chapter 11 of the United
States Bankruptcy Code on August 31, 2005. Arlington Hospitality, Inc. is the guarantor
for obligations due from our tenant, Arlington Inns, Inc. which filed a voluntary petition for
relief under Chapter 11 of the United States Bankruptcy Code on June 22, 2005.
A copy of the press releases are attached as Exhibit 99.1 and Exhibit 99.2 to this report.
Item 9.01. Financial Statements and Exhibits
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Not applicable. |
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(b) |
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Not applicable. |
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(c) |
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Exhibits |
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99.1
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Press Release dated September 1, 2005.
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99.2
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Press Release dated September 1, 2005 |
SIGNATURE
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
Date: September 2, 2005
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PMC COMMERCIAL TRUST
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By: |
/s/ Barry N. Berlin
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Barry N. Berlin, Chief Financial Officer |
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exv99w1
EXHIBIT 99.1
FOR IMMEDIATE PRESS RELEASE
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FOR:
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PMC COMMERCIAL TRUST
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CONTACT:
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Investor Relations |
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17950 Preston Road, Suite 600
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972-349-3235 |
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Dallas, TX 75252 |
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PMC COMMERCIAL TRUST ANNOUNCES STOCK BUYBACK PROGRAM
PMC Commercial Trust
AMEX (Symbol: PCC)
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Dallas, Texas
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September 1, 2005 |
PMC Commercial Trust announced that its Board of Trust Managers has authorized up to $10 million
for the purchase of outstanding Common Shares of Beneficial Interest. The shares may be bought
from time to time in the open market or pursuant to negotiated transactions.
Dr. Andrew S. Rosemore, Chairman of the Board of Trust Managers stated, We believe that the stock
repurchase program represents an attractive and appropriate investment which will enhance
shareholder value.
PMC Commercial Trust is a REIT that originates loans to small businesses secured by real estate and
owns various hospitality properties.
Certain matters discussed in this press release are forward-looking statements intended to
qualify for the safe harbors from liability established by the Private Securities Litigation Reform
Act of 1995. These forward-looking statements can generally be identified as such because the
context of the statement will include words such as the Company expects, anticipates, will or
words of similar import. Similarly, statements that describe the Companys future plans,
objectives or goals are also forward-looking statements. Such forward-looking statements can be
subject to certain risks and uncertainties, including the financial performance of the Company,
real estate conditions and market valuations of its stock, which could cause actual results to
differ materially from those currently anticipated. Although the Company believes the expectations
reflected in any forward-looking statements are based on reasonable assumptions, the Company can
give no assurance that its expectations will be attained. Shareholders, potential investors and
other readers are urged to consider these factors carefully in evaluating the forward-looking
statements. The forward-looking statements made herein are only made as of the date of this press
release and the Company undertakes no obligation to publicly update such forward-looking statements
to reflect subsequent events or circumstances.
exv99w2
EXHIBIT 99.2
FOR IMMEDIATE PRESS RELEASE
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FOR:
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PMC COMMERCIAL TRUST
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CONTACT:
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Investor Relations |
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17950 Preston Road, Suite 600
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972-349-3235 |
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Dallas, TX 75252 |
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PMC COMMERCIAL TRUST
ANNOUNCED THAT ARLINGTON HOSPITALITY, INC. FILED FOR BANKRUPTCY
PMC Commercial Trust
AMEX (Symbol: PCC)
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Dallas, Texas
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September 1, 2005 |
PMC Commercial Trust (AMEX: PCC) announced today that Arlington Hospitality, Inc. (AHI) filed a
voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code on August 31,
2005. AHI is the guarantor for obligations due from our tenant, Arlington Inns, Inc. (AII) which
filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code on June
22, 2005. In addition, AHI is obligated on a deficit note established as part of a master lease
agreement. The aggregate recorded rent and related receivables from AHI and AII as of June 30, 2005
was approximately $3.0 million. Our serviced loan portfolio includes four loans collateralized by
properties owned by AHI with an aggregate outstanding balance of approximately $6.2 million.
As of June 30, 2005, we owned 16 Amerihost properties, of which 13 were operated by AII and three
operated on our behalf pursuant to management contracts. One of the three properties was sold
during August 2005 for approximately $1.9 million, which approximated its net book value. We
financed the sale through origination of a loan for $1.5 million. In addition, we have a sales
contract on one of the remaining two properties operated on our behalf and there is also a sales
contract on one of the 13 properties operated by AII. The net proceeds from the sale of these
properties is expected to approximate our net book value. There can be no assurance that the sale
of the properties under contract will be completed.
Dr. Andrew S. Rosemore, Chairman of the Board of Trust Managers stated, It is our continued
intention to dispose of our properties in as expeditious a time frame as possible within the
limitations of this bankruptcy filing. We took an accounting impairment charge of approximately
$1.9 million during our second quarter for those properties which we believed would net us less
than our recorded book value. To the extent we have estimated that the value of a property is
greater than its net book value, if we achieve those sales prices, gains will be recognized when
the properties are sold. As always, we continue to focus on our core business of originating real
estate secured loans.
PMC Commercial Trust is a REIT that originates loans to small businesses secured by real estate and
owns various hospitality properties.
Certain matters discussed in this press release are forward-looking statements intended to
qualify for the safe harbors from liability established by the Private Securities Litigation Reform
Act of 1995. These forward-looking statements can generally be identified as such because the
context of the statement will include words such as the Company expects, anticipates, will or
words of similar import. Similarly, statements that describe the Companys future plans,
objectives or goals are also forward-looking statements. Such forward-looking statements can be
subject to certain risks and uncertainties, including the financial performance of the Company,
real estate conditions and market valuations of its stock, which could cause actual results to
differ materially from those currently anticipated. Although the Company believes the expectations
reflected in any forward-looking statements are based on reasonable assumptions, the Company can
give no assurance that its expectations will be attained. Shareholders, potential investors and
other readers are urged to consider these factors carefully in evaluating the forward-looking
statements. The forward-looking statements made herein are only made as of the date of this press release and the Company
undertakes no obligation to publicly update such forward-looking statements to reflect subsequent
events or circumstances.