Creative Media & Community Trust Corporation — Annual Report 2008

Feb 8, 2010

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

FORM 10-K/A

(Mark One)

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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For the Fiscal Year Ended December 31, 2008

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OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From _ to __

Commission File Number: 1-13610

PMC COMMERCIAL TRUST

(Exact name of registrant as specified in its charter)

Texas	75-6446078
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

17950 Preston Road, Suite 600, Dallas, TX 75252	(972) 349-3200
(Address of principal executive offices)	(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common shares of beneficial interest, $.01 par value	NYSE Amex US

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act). YES o NO þ

Indicate by check mark whether the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. YES o NO þ

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES þ NO o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer þ Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company o

Indicate by check mark whether the Registrant is a shell company (as defined in Exchange Act Rule 12b-2). YES o NO þ

The aggregate market value of common shares held by non-affiliates of the Registrant, based upon the closing sale price of the Common Shares of Beneficial Interest on June 30, 2008 as reported on the American Stock Exchange, was approximately $76 million. Common Shares of Beneficial Interest held by each officer and trust manager and by each person who owns 10% or more of the outstanding Common Shares of Beneficial Interest have been excluded because such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of February 28, 2009, the Registrant had outstanding 10,639,733 Common Shares of Beneficial Interest.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the Registrant’s Proxy Statement to be filed with the Securities and Exchange Commission within 120 days after the year covered by this Form 10-K with respect to the Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K.

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EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A amends the Annual Report on Form 10-K for the year ended December 31, 2008 (the “Original 10-K”), filed with the Securities and Exchange Commission on March 16, 2009, by PMC Commercial Trust, to revise the certificates of our chief executive officer and chief financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. We have removed the titles of the certifying officers in the introductory paragraphs as these certifications are made in a personal capacity. We have also revised paragraph 5(a) to include the phrase “and material weaknesses” after “all significant deficiencies.” In addition, the word “quarterly” was removed from the third paragraph in the certification for the chief financial officer. We also added the separation and consulting agreements with Dr. Andrew Rosemore to the exhibit list and incorporated them by reference to our Form 8-K filed October 20, 2008 under Item 1.01.

Except as described above, no other changes have been made to the Original 10-K. This Amendment No. 1 on Form 10-K/A continues to speak as of the original filing date of the Original 10-K and, except as described above, does not modify or update any related disclosures made in the Original 10-K.

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PMC COMMERCIAL TRUST

Amendment No. 1 Form 10-K/A For the Year Ended December 31, 2008

TABLE OF CONTENTS

ITEM
	PART IV
15.	Exhibits and Financial Statement Schedules	1
Signatures		2
Exhibits		E-1
EX-31.1
EX-31.2

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PART IV

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as part of this report

(1)	N/A
(2)	N/A
(3)	Exhibits -

See Exhibit Index beginning on page E-1 of this Amendment No. 1 on Form 10-K/A.

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SIGNATURES

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 our behalf by the undersigned, hereunto duly authorized.

PMC Commercial Trust
By:	/s/ Lance B. Rosemore
	Lance B. Rosemore, President

Dated February 8, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/ LANCE B. ROSEMORE Lance B. Rosemore	Chairman of the Board of Trust
Managers, President, Chief
Executive Officer, Secretary
and Trust Manager (principal
executive officer)	February 8, 2010
/s/ BARRY N. BERLIN Barry N. Berlin	Chief Financial Officer and
Executive Vice President
(principal financial
and accounting officer)	February 8, 2010
/s/ NATHAN COHEN Nathan Cohen	Trust Manager	February 8, 2010
/s/ DR. MARTHA GREENBERG Dr. Martha Greenberg	Trust Manager	February 8, 2010
/s/ BARRY A. IMBER Barry A. Imber	Trust Manager	February 8, 2010
/s/ IRVING MUNN Irving Munn	Trust Manager	February 8, 2010

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EXHIBIT INDEX

Exhibit
Number	Description
2.1	Agreement and Plan of Merger by and between
PMC Commercial Trust and PMC Capital, Inc. dated March 27, 2003
(incorporated by reference to Annex A to the Registrant’s
Registration Statement on Form S-4 dated November 10, 2003).
2.2	Amendment No. 1 to Agreement and Plan of
Merger between PMC Commercial Trust and PMC Capital, Inc. dated August
1, 2003 (incorporated by reference to Exhibit 2.5 to the Registrant’s
Quarterly Report on Form 10-Q filed on August 12, 2003).
3.1	Declaration of Trust (incorporated by
reference to the exhibits to the Registrant’s Registration Statement
on Form S-11 filed with the Commission on June 25, 1993, as amended
(Registration No. 33-65910)).
3.1(a)	Amendment No. 1 to Declaration of Trust (incorporated by reference
to the exhibits to the Registrant’s Registration Statement on Form
S-11 filed with the Commission on June 25, 1993, as amended
(Registration No. 33-65910)).
3.1(b)	Amendment No. 2 to Declaration of Trust (incorporated by reference
to the Registrant’s Annual Report on Form 10-K for the year ended
December 31, 1993).
3.1(c)	Amendment No. 3 to Declaration of Trust dated February 10, 2004
(incorporated by reference to the Registrant’s Annual Report on Form
10-K for the year ended December 31, 2003).
3.2	Bylaws (incorporated by reference to the
exhibits to the Registrant’s Registration Statement on Form S-11
filed with the Commission on June 25, 1993, as amended (Registration
No. 33-65910)).
4.1	Instruments defining the rights of security
holders. The instruments filed in response to items 3.1 and 3.2 are
incorporated in this item by reference.
4.2	Debenture dated March 4, 2005 for
$4,000,000 loan with SBA (incorporated by reference to the
Registrant’s Annual Report on Form 10-K for the year ended December
31, 2005).
4.3	Debenture dated September 9, 2003 for
$2,190,000 loan with SBA (incorporated by reference to the
Registrant’s Annual Report on Form 10-K for the year ended December
31, 2005).
4.4	Debenture dated September 9, 2003 for
$2,000,000 loan with SBA (incorporated by reference to the
Registrant’s Annual Report on Form 10-K for the year ended December
31, 2005).
+10.1	2005 Equity Incentive Plan (incorporated by
reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form
10-Q for the quarterly period ended June 30, 2005).

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Exhibit
Number	Description
10.2	Trust Indenture between PMC Joint Venture,
L.P. 2000 and BNY Midwest Trust Company, dated as of December 15,
2000 (incorporated by reference to Exhibit 2.1 to the Registrant’s
Current Report on Form 8-K filed on March 13, 2001).
10.3	Servicing Agreement by and among BNY
Midwest Trust Company, PMC Joint Venture, L.P. 2000 and PMC Capital,
Inc. and PMC Commercial Trust, dated as of December 15, 2000
(incorporated by reference to Exhibit 2.2 to the Registrant’s Current
Report on Form 8-K filed on March 13, 2001).
10.4	Trust Indenture between PMC Joint Venture, L.P.
2002-1 and BNY Midwest Trust Company, dated April 3, 2002 (incorporated
by reference to Exhibit 2.1 to the Registrant’s Current Report on Form
8-K filed on April 19, 2002).
10.5	Servicing Agreement by and among BNY Midwest
Trust Company, PMC Joint Venture, L.P. 2002-1, PMC Capital, Inc. and
PMC Commercial Trust, dated April 3, 2002 (incorporated by reference to
Exhibit 2.2 to the Registrant’s Current Report on Form 8-K filed on
April 19, 2002).
10.6	Servicing Agreement by and among Harris Trust
Savings Bank, as Trustee and Supervisory Servicer, PMC Capital L.P.
1998-1, as Issuer, and PMC Capital, Inc. as Servicer (incorporated by
reference to Exhibit 10.12 to PMC Capital, Inc.’s Annual Report on Form
10-K for the fiscal year ended December 31, 1998).
10.7	Trust Indenture between PMC Joint Venture,
L.P. 2003-1 and The Bank of New York, as Trustee, dated September 16,
2003 (incorporated by reference to the Registrant’s Current Report on
Form 8-K filed October 10, 2003).
10.8	Servicing Agreement by and among The Bank of
New York as Trustee and Supervisory Servicer, PMC Joint Venture, L.P.
2003-1 as Issuer and PMC Capital, Inc. and PMC Commercial Trust as
Servicers, dated September 16, 2003 (incorporated by reference to the
Registrant’s Current Report on Form 8-K filed October 10, 2003).
10.9	Revolving Credit Agreement dated February 29,
2004 between PMC Commercial and Bank One, Texas, N.A. (incorporated by
reference to the Registrant’s Annual Report on Form 10-K filed March
15, 2004).
+10.10	Employment contract with Lance B. Rosemore dated June 16, 2008
(incorporated by reference to Exhibit 10.3 to the Registrant’s
Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2008).
+10.11	Separation Agreement and General Release dated October 15, 2008
between PMC Commercial Trust and Andrew S. Rosemore
(incorporated by reference to Exhibit 10.1 to the Registrant’s
Current Report on Form 8-K filed October 20, 2008).

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Exhibit
Number	Description
+10.12	Employment contract with Barry N. Berlin dated June 16, 2008
(incorporated by reference to Exhibit 10.1 to the Registrant’s
Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2008).
+10.13	Employment contract with Jan F. Salit dated June 16, 2008
(incorporated by reference to Exhibit 10.5 to the Registrant’s
Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2008).
+10.14	Form of amendment to executive employment contract
(incorporated by reference to Exhibit 99.1 to the Registrant’s
Current Report on Form 8-K filed December 18, 2008).
10.15	Purchase Agreement among PMC Commercial Trust,
PMC Preferred Capital Trust-A and Taberna Preferred Funding I, Ltd.
dated March 15, 2005 (incorporated by reference to Exhibit 10.1 to the
Registrant’s Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2005).
10.16	Junior Subordinated Indenture between PMC
Commercial Trust and JPMorgan Chase Bank, National Association as
Trustee dated March 15, 2005 (incorporated by reference to Exhibit 10.2
to the Registrant’s Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2005).
10.17	Amended and Restated Trust Agreement among PMC
Commercial Trust, JPMorgan Chase Bank, National Association, Chase Bank
USA, National Association and The Administrative Trustees Named Herein
dated March 15, 2005 (incorporated by reference to Exhibit 10.3 to the
Registrant’s Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2005).
10.18	Preferred Securities Certificate (incorporated
by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2005).
10.19	Floating Rate Junior Subordinated Note due 2035
(incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2005).
10.20	Amendment No. 1 to Revolving Credit Facility
dated March 15, 2004 between PMC Commercial Trust and Bank One, Texas,
N.A. (incorporated by reference to the Registrant’s Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2004).
10.21	Second Amendment to Credit Agreement between
PMC Commercial Trust and JPMorgan Chase Bank, N.A. dated December 29,
2004 (incorporated by reference to Exhibit 10.44 to the Registrant’s
Annual Report on Form 10-K filed March 16, 2005).
10.22	Third Amendment to Credit Agreement between
PMC Commercial Trust and JPMorgan Chase Bank, N.A. dated February 7,
2005 (incorporated by reference to Exhibit 10.45 to the Registrant’s
Annual Report on Form 10-K filed March 16, 2005).

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Exhibit
Number	Description
10.23	Fourth Amendment to Credit Agreement between
PMC Commercial Trust and JPMorgan Chase Bank, N.A. dated December 28,
2005 (incorporated by reference to the Registrant’s Annual Report on
Form 10-K for the year ended December 31, 2005).
10.24	Form of Indemnification Agreement
(incorporated by reference to the Registrant’s Annual Report on Form
10-K for the year ended December 31, 2005).
10.25	Fifth amendment to Credit Agreement between PMC
Commercial Trust and JPMorgan Chase Bank, N.A. dated November 7, 2006
(incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2006).
10.26	Sixth amendment to Credit Agreement between PMC
Commercial Trust and JPMorgan Chase Bank, N.A. dated November 7, 2007
(incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2007).
10.27	Seventh amendment to Credit Agreement between
PMC Commercial Trust and JPMorgan Chase Bank, N.A. dated January 28,
2008 (incorporated by reference to Exhibit 10.2 to the Registrant’s
Current Report on Form 8-K filed January 30, 2008).
10.28	Eighth amendment to Credit Agreement between PMC
Commercial Trust and JPMorgan Chase Bank, N.A. dated October 23, 2008
(incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly
Report on Form 10-Q filed November 7, 2008).
10.29	Consulting Agreement dated October 15, 2008
between PMC Commercial Trust and Andrew S. Rosemore (incorporated by
reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K
filed October 20, 2008).
21.1	Subsidiaries of the Registrant (incorporated by
reference to Exhibit 21.1 to the Registrant’s Annual Report on Form
10-K filed March 16, 2009).
23.1	Consent of PricewaterhouseCoopers LLP
(incorporated by reference to Exhibit 23.1 to the Registrant’s Annual
Report on Form 10-K filed March 16, 2009).
*31.1	Section 302 Officer Certification — Chief Executive Officer
*31.2	Section 302 Officer Certification — Chief Financial Officer
32.1	Section 906 Officer Certification — Chief
Executive Officer (incorporated by reference to Exhibit 32.1 to the
Registrant’s Annual Report on Form 10-K filed March 16, 2009).

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Exhibit
Number	Description
32.2	Section 906 Officer Certification — Chief
Financial Officer (incorporated by reference to Exhibit 32.2 to the
Registrant’s Annual Report on Form 10-K filed March 16, 2009).

*	Filed herewith.
+	Management contract or compensatory plan

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