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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) March 23, 2000
HOMESTEAD VILLAGE INCORPORATED
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(Exact Name of Registrant as Specified in its Charter)
Maryland
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(State or Other Jurisdiction of Incorporation)
1-12269 74-2770966
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(Commission File Number) (I.R.S. Employer Indentification No.)
2100 RiverEdge Parkway, Atlanta, Georgia 30328
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(Address of Principal Executive Offices) (Zip Code)
(770) 303-2200
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(Registrant's Telephone Number, Including Area Code)
Not applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On March 23, 2000, Homestead Village Incorporated ("Homestead")
announced that it has received an offer from Security Capital Group
Incorporated to acquire the remaining shares of Homestead stock that it
does not already own. A copy of this press release is filed as an exhibit
to this report and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
99.1 Press Release dated March 23, 2000.
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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 hereunto duly authorized.
HOMESTEAD VILLAGE INCORPORATED
Dated: March 28, 2000 By: /s/ James C. Potts
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James C. Potts
President and Chief Operating Officer
EXHIBIT 99.1
HOMESTEAD VILLAGE
Guest Studios
News Release Contact: James Potts
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HOMESTEAD VILLAGE RECEIVES OFFER FROM SECURITY
CAPITAL GROUP TO ACQUIRE REMAINING HOMESTEAD SHARES
NOT ALREADY OWNED
ATLANTA (March 23, 2000) -- Homestead Village Incorporated
(NYSE:HSD) today announced that Security Capital Group Incorporated
(NYSE:SCZ) has proposed to acquire all of Homestead's outstanding shares of
common stock not already by Security Capital for $3.40 cash per Homestead
common share.
Security Capital currently owns 87% of the Homestead common
shares. At the proposed purchase price of $3.40 per share, the total value
of the transaction would be approximately $52.99 million for all the
15,584,803 Homestead shares not currently owned by Security Capital.
James Potts, President and Chief Operating Officer of Homestead,
said, "Homestead's Board of Directors has met and appointed a special
committee, consisting of the board's independent directors, to review and
make a recommendation on Security Capital's proposal." Mr. Potts added, "A
condition of Security Capital's proposal is that it must receive the
approval of the Board of Directors of Homestead, including the approval of
a majority of Homestead's independent directors."
The Security Capital proposal to Homestead is not conditioned on
financing. Security Capital reserved the right to amend or withdraw its
proposal at any time in its sole discretion.
Homestead, based in Atlanta, Georgia, is an owner and operator of
136 extended-stay lodging facilities in 28 states. Focused on the business
traveler, Homestead has developed an operating system designed to ensure a
consistent, high-quality, uniform lodging experience.
# # #
For more information about Homestead, see the company's web site
at www.stayhsd.com.
In addition to historical information, this news release contains
forward-looking statements under the federal securities law. These
statements are based on current expectations, estimates and projections
about the industry and markets in which Homestead operate, management's
beliefs and assumptions made by management. Forward- looking statements are
not guarantees of future performance and involve certain risks and
uncertainties that are difficult to predict. Actual operating results may
differ materially from what is expressed or forecasted in this news
release. See "Risk Factors" in Homestead's Annual Reports on Form 10-K for
factors that could affect Homestead's future financial performance.
