EXHIBIT 4.2
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COMMON STOCK
NUMBER PROPERTY CAPITAL TRUST, INC. SHARES
_______________ INCORPORATED UNDER THE LAWS _______________
PCT OF THE STATE OF MARYLAND
_______________ _______________
THIS CERTIFICATE IS CUSIP
TRANSFERABLE IN SEE REVERSE FOR
BOSTON, MA OR CERTAIN
NEW YORK, NY DEFINITIONS AND
RESTRICTIONS
________________________________________________________________________________
THIS CERTIFIES THAT
is the owner of
________________________________________________________________________________
fully-paid and non-assessable shares of the COMMON STOCK, $.01 par value of
______________________ ______________________
__________________________PROPERTY CAPITAL TRUST, INC.__________________________
______________________ ______________________
(hereinafter called the "Corporation") transferable on the books of the
Corporation by the holder hereof in person or by duly authorized attorney upon
surrender of this Certificate properly endorsed or assigned. This Certificate
and the shares represented hereby are issued and held subject to the laws of the
State of Maryland and the Articles of Incorporation and Bylaws of the
Corporation, as from time to time amended (copies of which are on file with the
Corporation), to all of which the holder by acceptance hereof, assents. This
Certificate is not valid until countersigned and registered by the Transfer
Agent and Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
COUNTERSIGNED AND REGISTERED:
STATE STREET BANK AND TRUST COMPANY
(BOSTON)
BY TRANSFER AGENT AND REGISTRAR
AUTHORIZED SIGNATURE
Dated
PROPERTY CAPITAL TRUST, INC.
CORPORATE
TREASURER SEAL PRESIDENT
MARYLAND
*
PROPERTY CAPITAL TRUST, INC.
The shares of the Corporation represented by this certificate are subject to
restrictions set forth in the Corporation's charter, as the same may be
amended from time to time, which prohibit in general (a) any Person (other than
a Look-Through Entity) from Beneficially Owning shares of Equity Stock in excess
of the Ownership Limit, (b) any Look-Through Entity from Beneficially Owning
shares of Equity Stock in excess of the Look-Through Ownership Limit and (c) any
Person from acquiring or maintaining any ownership interest in the stock of the
Corporation that is inconsistent with (i) the requirements of the Internal
Revenue Code of 1986, as amended, pertaining to real estate investment trusts or
(ii) the charter of the Corporation, and the holder of this certificate by his,
her or its acceptance hereof consents to be bound by such restrictions.
Capitalized terms used in this paragraph and not defined herein are defined in
the Corporation's charter, as the same may be amended from time to time.
The Corporation will furnish without charge, to each stockholder who so
requests, a copy of the relevant provisions of the charter and the by-laws, each
as amended, of the Corporation, a copy of the provisions setting forth the
designations, preferences, privileges and rights of each class of stock or
series thereof that the Corporation is authorized to issue and the
qualifications, limitations and restrictions of such preferences and/or rights.
Any such request may be addressed to the Secretary of the Corporation or to the
transfer agent named on the face hereof.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT-_______Custodian________
TEN ENT - as tenants by the (Cust) (Minor)
entireties under Uniform Gifts to Minors
JT TEN - as joint tenants with Act____________________
right of survivorship (State)
and not as tenants
in common
Additional abbreviations may also be used though not in the above list.
For value received,______________________hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
| |
______________________________________
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
__________________________________________________________________________shares
of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
________________________________________________________________________Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated___________________________
(Signature)__________________________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATEVER.
Signature Guaranteed:________________________________________________
ALL GUARANTEES MUST BE MADE BY A FINANCIAL
INSTITUTION (SUCH AS A BANK OR BROKER) WHICH IS
A PARTICIPANT IN THE SECURITIES TRANSFER AGENTS
MEDALLION PROGRAM ("STAMP"). THE NEW YORK STOCK
EXCHANGE, INC. MEDALLION SIGNATURE PROGRAM
("MSP") OR THE STOCK EXCHANGES MEDALLION PROGRAM
("SEMP") AND MUST NOT BE DATED. GUARANTEES BY A
NOTARY PUBLIC ARE NOT ACCEPTABLE.
