content: 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): 10-17-2002
                                                              ----------
  
                           Primecore Mortgage Trust, Inc.
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               (Exact name of registrant as specified in its charter)
  
     Maryland                        0-30507                       94-3324992
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   (State or other jurisdiction   (Commission                    (IRS Employer
    of incorporation)              File Number)                Identification No.)
  
                       99 El Camino Real, Menlo Park, CA 94025
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                 (Address of principal executive offices) (Zip Code)
  
         Registrant's telephone number, including area code: (650) 328-3060
                                                             --------------
  
                                         N/A
            -------------------------------------------------------------
            (Former name or former address, if changed since last report)
  
  
  <PAGE>
  
  
  Item 5.  Other Events and Regulation FD Disclosure.
  
              On October 17, 2002, our Board of Directors met to decide on means
  of addressing a number of matters, including the impact on the Company of the
  economic downturn over the past year. The meeting followed several prior
  meetings of the Board during which the Board considered alternatives for dealing
  with the economic downturn. At the meeting, the following matters were resolved
  by the Board:
  
              1. The Board voted to adjust our monthly cash distribution to
  shareholders from $0.0875 per share to $0.0583 per share beginning with
  distributions declared in October 2002 and paid in November 2002. In adjusting
  the distribution, the Board considered the following factors: the economy over
  the past year; prospects for a quick turnaround in the economy; the economic
  uncertainties arising from world events; and the San Francisco Bay Area real
  estate market conditions and its actual and potential impact on our loan
  portfolio. The Board also considered the needs of shareholders when setting the
  distribution rate, recognizing the desires of shareholders to receive monthly
  distributions and also recognizing that distributions at the specified rate will
  result in a return of capital to shareholders since the distributions will
  exceed income. The Board will continue to review and reassess the distribution
  policy as new information becomes available.
  
              2. The Board, acting by the vote of its directors independent of
  management, with all management directors abstaining, voted to concurrently
  enter into: (a) an amended and restated Management Agreement with our manager,
  Primecore Funding Group, Inc. ("PFG") and (b) an agreement regarding loans made
  to affiliates. The principal amendments to the Management Agreement are: (a) a
  change in the method of determining the management fee, whereby the management
  fee is more closely tied to performance of the Company, with the base fee being
  reduced, and with bonuses tied to certain cash flow and income per share
  performance criteria; and (b) a change in favor of the Company in the fee
  payable upon termination. The principal terms of the affiliate loan agreement,
  which sets forth all obligations relating to loans previously made to affiliated
  entities, are: (a) ownership of all properties secured by "Affiliate Loans"
  shall be transferred to the Company; (b) PFG has agreed to pay, and has paid to
  the Company, the remaining carrying amount, in accordance with generally
  accepted accounting principles, of loans made to Eprime, Inc., an affiliate; and
  (c) PFG has agreed to pay the Company over time the difference, if any, between
  the appraised values of the properties transferred, and the carrying amounts, in
  accordance with generally accepted accounting principles, of the loans securing
  such properties.
  
           This filing may contain forward-looking statements. These statements
  relate to future events or our future financial performance. In some cases, one
  can identify forward-looking statements by terminology. For example, "may",
  "will", "should", "expect", "plan", "anticipate", "believe", "estimate",
  
  
                                         1
  <PAGE>
  
  "predict", "potential" or "continue", or the negative of these terms or other
  comparable terminology, indicate forward-looking statements. These statements
  are only predictions. Actual events or results may differ materially. In
  evaluating these statements, an investor should specifically consider various
  factors, including the risks outlined in the Risk Factors section of the Form
  10-K filing of the Company, filed on or about March 20, 2002. These factors may
  cause our actual results to differ materially from any forward-looking
  statement.
  
              Although we believe the expectations reflected in the
  forward-looking statements are reasonable, we cannot guarantee future results,
  levels of activity, performance or achievements. We will not update any of the
  forward-looking statements after the date of this filing to conform them to
  actual results or to changes in our expectations that occur after the date of
  this filing, other than as required by law.
  
  
  SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
                                         Primecore Mortgage Trust, Inc.
  
      Dated:   October 17, 2002          /s/ MICHAEL RIDER
                                         -----------------
                                         Michael Rider,
                                         Chief Financial Officer
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
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metadata_filer: {"company-data": {"conformed-name": "PRIMECORE MORTGAGE TRUST INC", "cik": "0001086670", "assigned-sic": "6798", "irs-number": "943324992", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-30507", "film-number": "02791919"}, "business-address": {"street1": "99 EL CAMINO REAL", "city": "MENLO PARK", "state": "CA", "zip": "94025", "phone": "6503283060"}}
text: 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): 10-17-2002
                                                              ----------
  
                           Primecore Mortgage Trust, Inc.
   -------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
     Maryland                        0-30507                       94-3324992
   -------------------------------------------------------------------------------
   (State or other jurisdiction   (Commission                    (IRS Employer
    of incorporation)              File Number)                Identification No.)
  
                       99 El Camino Real, Menlo Park, CA 94025
   -------------------------------------------------------------------------------
                 (Address of principal executive offices) (Zip Code)
  
         Registrant's telephone number, including area code: (650) 328-3060
                                                             --------------
  
                                         N/A
            -------------------------------------------------------------
            (Former name or former address, if changed since last report)
  Item 5.  Other Events and Regulation FD Disclosure.
  
              On October 17, 2002, our Board of Directors met to decide on means
  of addressing a number of matters, including the impact on the Company of the
  economic downturn over the past year. The meeting followed several prior
  meetings of the Board during which the Board considered alternatives for dealing
  with the economic downturn. At the meeting, the following matters were resolved
  by the Board:
  
              1. The Board voted to adjust our monthly cash distribution to
  shareholders from $0.0875 per share to $0.0583 per share beginning with
  distributions declared in October 2002 and paid in November 2002. In adjusting
  the distribution, the Board considered the following factors: the economy over
  the past year; prospects for a quick turnaround in the economy; the economic
  uncertainties arising from world events; and the San Francisco Bay Area real
  estate market conditions and its actual and potential impact on our loan
  portfolio. The Board also considered the needs of shareholders when setting the
  distribution rate, recognizing the desires of shareholders to receive monthly
  distributions and also recognizing that distributions at the specified rate will
  result in a return of capital to shareholders since the distributions will
  exceed income. The Board will continue to review and reassess the distribution
  policy as new information becomes available.
  
              2. The Board, acting by the vote of its directors independent of
  management, with all management directors abstaining, voted to concurrently
  enter into: (a) an amended and restated Management Agreement with our manager,
  Primecore Funding Group, Inc. ("PFG") and (b) an agreement regarding loans made
  to affiliates. The principal amendments to the Management Agreement are: (a) a
  change in the method of determining the management fee, whereby the management
  fee is more closely tied to performance of the Company, with the base fee being
  reduced, and with bonuses tied to certain cash flow and income per share
  performance criteria; and (b) a change in favor of the Company in the fee
  payable upon termination. The principal terms of the affiliate loan agreement,
  which sets forth all obligations relating to loans previously made to affiliated
  entities, are: (a) ownership of all properties secured by "Affiliate Loans"
  shall be transferred to the Company; (b) PFG has agreed to pay, and has paid to
  the Company, the remaining carrying amount, in accordance with generally
  accepted accounting principles, of loans made to Eprime, Inc., an affiliate; and
  (c) PFG has agreed to pay the Company over time the difference, if any, between
  the appraised values of the properties transferred, and the carrying amounts, in
  accordance with generally accepted accounting principles, of the loans securing
  such properties.
  
           This filing may contain forward-looking statements. These statements
  relate to future events or our future financial performance. In some cases, one
  can identify forward-looking statements by terminology. For example, "may",
  "will", "should", "expect", "plan", "anticipate", "believe", "estimate",
  
                                         1
  "predict", "potential" or "continue", or the negative of these terms or other
  comparable terminology, indicate forward-looking statements. These statements
  are only predictions. Actual events or results may differ materially. In
  evaluating these statements, an investor should specifically consider various
  factors, including the risks outlined in the Risk Factors section of the Form
  10-K filing of the Company, filed on or about March 20, 2002. These factors may
  cause our actual results to differ materially from any forward-looking
  statement.
  
              Although we believe the expectations reflected in the
  forward-looking statements are reasonable, we cannot guarantee future results,
  levels of activity, performance or achievements. We will not update any of the
  forward-looking statements after the date of this filing to conform them to
  actual results or to changes in our expectations that occur after the date of
  this filing, other than as required by law.
  
  SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
                                         Primecore Mortgage Trust, Inc.
  
      Dated:   October 17, 2002          /s/ MICHAEL RIDER
                                         -----------------
                                         Michael Rider,
                                         Chief Financial Officer
  
                                         2