OMB APPROVAL
OMB Number: 3235-0145
Expires: October 31, 1994
Estimated average burden
hours per form . . . 14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 20)*
Property Trust of America
(Name of Issuer)
Common Shares of Beneficial Interest, $1.00 par value
(Title of Class of Securities)
743445 10 8
(CUSIP Number)
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box __.
Check the following box if a fee is being paid with this statement __. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
THIS DOCUMENT IS A COPY OF THE SCHEDULE 13D AMENDMENT PREVIOUSLY
FILED ON AUGUST 26, 1994 PURSUANT TO A RULE 201 TEMPORARY HARDSHIP
EXEMPTION.
<PAGE>
SCHEDULE 13D
CUSIP No. 743445 10 8
________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Security Capital Realty Incorporated
________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) __
(b) __
________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________
4 SOURCE OF FUNDS*
WC
________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) __
________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
15,462,367
SHARES _______________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY _______________________________________________________
9 SOLE DISPOSITIVE POWER
EACH
15,462,367
REPORTING _______________________________________________________
10 SHARED DISPOSITIVE POWER
PERSON
0
WITH
_______________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,462,367
_______________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* __
_______________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.7%
________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 743445 10 8
________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SECAP Realty Incorporated
________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) __
(b) __
________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________
4 SOURCE OF FUNDS*
AF
________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) __
________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
0
SHARES _______________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
15,462,367
OWNED BY _______________________________________________________
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING _______________________________________________________
10 SHARED DISPOSITIVE POWER
PERSON
15,462,367
WITH
_______________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,462,367
_______________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* __
_______________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.7%
________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 743445 10 8
________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Security Capital Group Incorporated
________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) __
(b) __
________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________
4 SOURCE OF FUNDS*
AF
________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) __
________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
0
SHARES _______________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
15,462,367
OWNED BY _______________________________________________________
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING _______________________________________________________
10 SHARED DISPOSITIVE POWER
PERSON
15,462,367
WITH
_______________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,462,367
_______________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* __
_______________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.7%
________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 743445 10 8
________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William D. Sanders
________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) __
(b) __
________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________
4 SOURCE OF FUNDS*
AF
________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) __
________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
201,465
SHARES _______________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
15,462,367
OWNED BY _______________________________________________________
9 SOLE DISPOSITIVE POWER
EACH
201,465
REPORTING _______________________________________________________
10 SHARED DISPOSITIVE POWER
PERSON
15,462,367
WITH
_______________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,663,832
_______________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* __
_______________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.1%
________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Amendment No. 20
to
Schedule 13D
This Amendment No. 20 (this "Amendment") is being filed to a Schedule 13D
dated March 1, 1990 and filed by Security Capital Realty Incorporated, a
Maryland corporation (as successor to Security Capital Realty Investors
Incorporated, a Delaware corporation) ("REALTY"), and William D. Sanders, an
individual ("Sanders"), on March 2, 1990, and amended on March 5, 1990, March
8, 1990, March 15, 1990, March 19, 1990, March 26, 1990, February 11, 1991,
June 10, 1991, June 20, 1991, October 8, 1991, November 8, 1991, December 3,
1991, April 23, 1992, September 8, 1992, September 10, 1992, November 9, 1992,
January 18, 1993, February 17, 1993, March 31, 1994 and July 12, 1994 (as so
amended, the "13D").
Item 1. Security and Issuer.
This Amendment relates to common Shares of Beneficial Interest, $1.00 par
value (the "Common Shares"), of Property Trust of America, a Maryland real
estate investment trust ("PTR").
Item 2. Identity and Background.
Item 2 of the 13D, as amended and supplemented hereby, is hereby restated
in its entirety as follows:
Amendment No. 18
- ----------------
The persons listed in Numbers 1 through 4 below are persons filing this
statement. A copy of their written agreement relating to the filing of this
joint statement is filed as Exhibit A hereto. The persons listed in Numbers 5
through 15[16] below are persons enumerated in Instruction C to this statement
as general partners, executive officers, directors and/or controlling persons
of persons filing this statement.
1. (a) Name and Organization: Security Capital Realty Incorporated, a
Maryland corporation;
(b) Principal Business: Creating and controlling a family of real
estate investment trusts;
(c) Principal Office: 125 Lincoln Avenue, Santa Fe, New Mexico 87501;
(d) Security Capital Realty Incorporated has not been convicted in a
criminal proceeding during the last five years;
(e) Security Capital Realty Incorporated has not been subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violations with respect to such laws
during the last five years.
2. (a) Name and Organization: SECAP REALTY Incorporated, a Delaware
corporation;
(b) Principal Business: Acting as REIT Manager for Security Capital
Realty Incorporated;
(c) Principal Office: 125 Lincoln Avenue, Santa Fe, New Mexico 87501;
(d) SECAP REALTY Incorporated has not been convicted in a criminal
proceeding during the last five years;
(e) SECAP REALTY Incorporated has not been subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violations with respect to such laws
during the last five years.
3. (a) Name and Organization: Security Capital Group Incorporated, a
Delaware corporation;
(b) Principal Business: Creating and controlling REIT Managers of
various real estate investment trusts that are created and
controlled by Security Capital Realty Incorporated;
(c) Principal Office: 125 Lincoln Avenue, Santa Fe, New Mexico 87501;
(d) Security Capital Group Incorporated has not been convicted in a
criminal proceeding during the last five years;
(e) Security Capital Group Incorporated has not been subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violations with respect to such laws
during the last five years.
4. (a) Name: William D. Sanders;
(b) Business Address: 125 Lincoln Avenue, Santa Fe, New Mexico 87501;
(c) Principal Employment: Chairman of the Board and Chief Executive
Officer of Security Capital Group Incorporated;
(d) Mr. Sanders has not been convicted in a criminal proceeding during
the last five years;
(e) Mr. Sanders has not been subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violations with respect to such laws during the last five
years;
(f) Citizenship: United States.
5. (a) Name: C. Ronald Blankenship;
(b) Business Address: 125 Lincoln Avenue, Santa Fe, New Mexico 87501;
(c) Principal Employment: Director of Security Capital Group
Incorporated and Chairman of Property Trust of America;
(d) Mr. Blankenship has not been convicted in a criminal proceeding
during the last five years;
(e) Mr. Blankenship has not been subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violations with respect to such laws during the last five
years;
(f) Citizenship: United States.
6. (a) Name: James C. Potts;
(b) Business Address: 125 Lincoln Avenue, Santa Fe, New Mexico 87501;
(c) Principal Employment: Managing Director of Security Capital Realty
Incorporated and Security Capital (Southwest) Incorporated;
(d) Mr. Potts has not been convicted in a criminal proceeding during
the last five years;
(e) Mr. Potts has not been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violations with respect to such laws during the last five
years;
(f) Citizenship: United States.
7. (a) Name: Thomas G. Wattles;
(b) Business Address: 125 Lincoln Avenue, Santa Fe, New Mexico 87501;
(c) Principal Employment: Co-Chairman of Security Capital Industrial
Trust and Managing Director of Security Capital Realty
Incorporated;
(d) Mr. Wattles has not been convicted in a criminal proceeding during
the last five years;
(e) Mr. Wattles has not been subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violations with respect to such laws during the last five
years;
(f) Citizenship: United States.
8. (a) Name: Samuel W. Bodman;
(b) Business Address: 75 State Street, Boston, Massachusetts 02109;
(c) Principal Employment: Chairman and Chief Executive Officer of
Cabot Corporation;
(d) Mr. Bodman has not been convicted in a criminal proceeding during
the last five years;
(e) Mr. Bodman has not been subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violations with respect to such laws during the last five
years;
(f) Citizenship: United States.
9. (a) Name: John P. Frazee, Jr.
(b) Business Address: 9512 Bull Headley Road, Quin Que Farm,
Tallahassee, Florida 32312;
(c) Principal Employment: Director of Security Capital Group
Incorporated;
(d) Mr. Frazee has not been convicted in a criminal proceeding during
the last five years;
(e) Mr. Frazee has not been subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violations with respect to such laws during the last five
years;
(f) Citizenship: United States.
10. (a) Name: Cyrus F. Freidheim, Jr.;
(b) Business Address: 225 West Wacker Drive, Chicago, Illinois 60606;
(c) Principal Employment: Vice Chairman of Booz, Allen & Hamilton,
Inc.;
(d) Mr. Freidheim has not been convicted in a criminal proceeding
during the last five years;
(e) Mr. Freidheim has not been subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violations with respect to such laws during the last five
years;
(f) Citizenship: United States.
11. (a) Name: H. Laurence Fuller;
(b) Business Address: 200 East Randolph Drive, Chicago, Illinois
60601;
(c) Principal Employment: Chief Executive Officer of Amoco
Corporation;
(d) Mr. Fuller has not been convicted in a criminal proceeding during
the last five years;
(e) Mr. Fuller has not been subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violations with respect to such laws during the last five
years;
(f) Citizenship: United States.
12. (a) Name: Ray L. Hunt;
(b) Business Address: 1445 Ross at Field, 20th Floor, Dallas, Texas
75202;
(c) Principal Employment: Chairman, President and Chief Executive
Officer of Hunt Consolidated, Inc., and Chairman and Chief
Executive Officer of Hunt Oil Company;
(d) Mr. Hunt has not been convicted in a criminal proceeding during the
last five years;
(e) Mr. Hunt has not been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violations with respect to such laws during the last five
years;
(f) Citizenship: United States.
13. (a) Name: John T. Kelley, III;
(b) Business Address: 7777 Market Center Avenue, El Paso, Texas 79912;
(c) Principal Employment: Director of Security Capital Group
Incorporated and Security Capital (Southwest) Incorporated and
Trustee of Property Trust of America;
(d) Mr. Kelley has not been convicted in a criminal proceeding during
the last five years;
(e) Mr. Kelley has not been subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violations with respect to such laws during the last five
years;
(f) Citizenship: United States.
14. (a) Name: Peter S. Willmott;
(b) Business Address: 919 North Michigan Avenue, Suite 1220, Chicago,
Illinois 60611;
(c) Principal Employment: Chairman and Chief Executive Officer of
Willmott Services, Inc.;
(d) Mr. Willmott has not been convicted in a criminal proceeding during
the last five years;
(e) Mr. Willmott has not been subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violations with respect to such laws during the last five
years;
(f) Citizenship: United States.
15. (a) Name: Stephen T. Clark;
(b) Business Address: 600 Atlantic Avenue, 29th Floor, Boston,
Massachusetts 02210;
(c) Principal Employment: Partner at Harvard Management Company, Inc.;
(d) Mr. Clark has not been convicted in a criminal proceeding during
the last five years;
(e) Mr. Clark has not been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violations with respect to such laws during the last five
years;
(f) Citizenship: United States.
Amendment No. 20
- ----------------
17[16]. (a) Name: Anthony R. Manno, Jr.;
(b) Business Address: 125 Lincoln Avenue, Santa Fe, New Mexico 87501;
(c) Principal Employment: Managing Director of Security Capital Realty
Incorporated;
(d) Mr. Manno has not been convicted in a criminal proceeding during
the last five years;
(d) Mr. Manno has not been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violations with respect to such laws during the last five
years;
(e) Citizenship: United States.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the 13D, as amended and supplemented hereby, is hereby restated
in its entirety as follows:
Schedule 13D
- -------------
The aggregate amount of funds expended by SWRT [SWRT Incorporated,
predecessor to Security Capital Realty Incorporated] to purchase the 501,000
Common Shares referred to in Item 5(c) hereof was $5,886,750 (the "Purchase
Price"). No funds were expended for the purchase of the Option referred to in
Item 4. The consideration for the Option consists of SWRT's obligations under
the Investor Agreement described in Item 4 hereof and attached hereto as
Exhibit A, which is incorporated herein by reference, and the receipt by
Property Trust [PTR] of a satisfactory Settlement Agreement and General Release
with Standstill Provisions among Property Trust, Sizeler Property Investors,
Inc. and Realty Acquisition Corporation, dated February 22, 1990, which
Settlement Agreement is attached hereto as Exhibit H and is incorporated herein
by reference in its entirety.
SWRT paid the full amount of the Purchase Price with the proceeds of a
demand loan (the "Demand Loan") which it received from Morgan Guaranty Trust
Company of New York ("Morgan Guaranty") pursuant to a February 22, 1990 Letter
Agreement between SWRT and Morgan Guaranty (the "Letter Agreement"). Sanders
has personally guaranteed (the "Guaranty") the Demand Loan.
The Letter Agreement, the promissory note evidencing the indebtedness of
SWRT thereunder and the Guaranty are attached hereto as exhibits B, C and D,
respectively, and are incorporated herein by reference in their entirety.
Amendment No. 2
- ---------------
The aggregate amount of funds which SWRT expects to expend in order to
purchase the 387,100 Common Shares (discussed in Item 5(c) of this amendment)
is $3,239,947.50, which includes $960 of commission expenses. No funds have
been expended for any of the Shares as of the date hereof since the settlement
dates for the purchases have not yet occurred. The settlement date for the
purchase of the 9,600 Common Shares is scheduled for March 13, 1990, and the
settlement date for the purchase of the 377,500 Common Shares is scheduled for
March 15, 1990. SWRT expects to pay the full amount of the $3,239,947.50
purchase price with the proceeds of a demand loan from Morgan Trust Company of
New York ("Morgan") pursuant to the February 22, 1990 Letter Agreement between
SWRT and Morgan filed as Exhibit B to the Original Schedule 13D, which Letter
Agreement is incorporated herein by reference in its entirety.
Amendment No. 4
- ---------------
The aggregate amount of funds which Southwest [Southwest Capital Realty
Incorporated, predecessor to Security Capital Realty Incorporated] expects to
expend in order to purchase the 92,600 Common Shares (discussed in Item 5(c) of
this amendment) is $836,622.50 which includes $9,260 of commission expenses.
No funds have been expended for any of the Common Shares as of the date hereof
since the settlement dates for the purchases have not yet occurred. The
settlement date for the purchase of the 21,900 Common Shares is scheduled for
March 21, 1990, and the settlement date for the purchase of the 70,700 Common
Shares is scheduled for March 23, 1990. Southwest expects to pay the full
amount of the $836,622.50 purchase price primarily with the proceeds of a
demand loan from Morgan Guaranty Trust Company of New York ("Morgan") pursuant
to the February 22, 1990 Letter Agreement between Southwest and Morgan filed as
Exhibit B to the Original Schedule 13D, which Letter Agreement is incorporated
herein by reference in its entirety.
Amendment No. 5
- ---------------
The aggregate amount of funds which Southwest expects to expend in order
to purchase the 56,700 Common Shares (discussed in Item 5(c) of this amendment)
is $504,295.00 which includes $5,670 of commission expenses. No funds have
been expended for any of the Common Shares as of the date hereof since the
settlement dates for the purchases have not yet occurred. The settlement dates
for the purchase of the 56,700 Common Shares are scheduled for March 26, 1990
through March 29, 1990. Southwest expects to pay the full amount of the
$504,295.00 purchase price with the proceeds of a demand loan from Morgan
Guaranty Trust Company of New York ("Morgan") pursuant to a Letter Agreement
expected to be entered into between Southwest and Morgan.
Amendment No. 6
- ---------------
Realty has paid for Common Shares with the proceeds of a demand loan (the
"Second Demand Loan") from Morgan Guaranty Trust Company of New York ("Morgan")
pursuant to the March 26, 1990 Letter Agreement between Realty and Morgan (the
"Second Letter Agreement"). Sanders has personally guaranteed (the "Second
Guaranty") the Second Demand Loan. The Second Demand Loan and the Demand Loan
have been paid in full by Realty. Realty used the proceeds of a sale of its
shares of common stock to repay the Second Demand Loan and the Demand Loan in
full.
Amendment No. 7
- ----------------
The rights to acquire additional shares were received as a dividend
pursuant to a rights offering.
Amendment No. 8
- ---------------
Realty expended $5,400,000 to purchase the 720,000 Common Shares referred
to in Item 5 below. The source of Realty's $5,400,000 was from general
corporate funds. [Peter S.] Willmott, a director of Capital, as set forth in
Item 2 of Amendment Number 6 dated February 11, 1991, expended $22,500 from
personal funds to purchase the 3,000 Common Shares referred to in Item 5 below.
[Ray L.] Hunt, a director of Capital, as set forth in Item 2 of Amendment
Number 6 dated February 11, 1991 expended $69,000 from personal funds to
purchase the 9,200 Common Shares referred to in Item 5 below. Hunt Securities
Corporation, a corporation affiliated with Hunt, expended $283,500 from general
corporate funds to purchase the 37,800 Common Shares referred to in Item 5
below.
Amendment No. 9
- ---------------
Realty expended $255,000 to purchase the 30,000 Common Shares referred to
in Item 5 below. The source of Realty's $255,000 was from general corporate
funds.
Amendment No. 10
- -----------------
Realty will use general corporate funds to purchase the shares referred
to in Item 4 below. Purchases by Realty and by Sanders shall be made as
described in pages 32-34 of the prospectus (the "Prospectus") which constitutes
Part 1 of Amendment No. 1 of the Issuer's [PTR's] Registration Statement on
Form S-2 (Registration No. 33-43201) under the Securities Act of 1933, as
amended (the "Securities Act"), filed with the Securities and Exchange
Commission (the "Commission") on November 8, 1991 (as so amended, the
"Registration Statement") copies of which pages are attached hereto as Exhibit
A and by this reference are incorporated as part hereof in response to this
item.
Amendment No. 11
- -----------------
Realty expended approximately $9,519,476 to purchase the 1,072,617 Shares
referred to in Item 5 below. The source of Realty's 9,519,476 was general
corporate funds. Sanders expended approximately $887,500 to purchase the
100,000 Shares referred to in Item 5 below. The source of Sanders' $887,500
was personal finances.
Amendment No. 12
- ----------------
Realty expended approximately $13,487,500 to purchase the 1,300,000
Shares referred to in Item 5 below. The source of such amount was general
corporate funds.
Amendment No. 13
- ----------------
Realty will use general corporate funds to purchase the Shares referred
to in Item 4 below.
Amendment No. 14
- ----------------
The Shares referred to in Item 5 below were acquired pursuant to the
automatic reinvestment of dividends under the Issuer's Dividend Reinvestment
and Share Purchase Plan.
Amendment No. 15
- ----------------
The 2,277,457 Shares acquired by Realty in the Rights Offering referred
to in Item 4 below were acquired for approximately $27,044,802 ($11.875 per
Share). The 74,900 Shares acquired by Realty referred to in Item 4 below were
acquired for approximately $926,888 ($12.375 per Share). Realty used general
corporate funds to acquire such Shares.
The 33,206 Shares acquired by Sanders in the Rights Offering referred to
in Item 4 below were acquired for approximately $394,321 ($11.875 per Share).
Sanders used personal funds to acquire such Shares.
Amendment No. 16
- ----------------
The 58,612 Shares and the 1,564 Shares referred to in Item 4 below were
acquired by Realty and Sanders, respectively, pursuant to the automatic
reinvestment of dividends under the Issuer's Dividend Reinvestment and Share
Purchase Plan.
The Shares to be acquired by Realty in the offering referred to in Item 4
below will be acquired by Realty using general corporate funds.
Amendment No. 17
- ----------------
The 84,500 Shares and the 1,358 Shares referred to in Item 4 below were
acquired by Realty and Sanders, respectively, pursuant to the automatic
reinvestment of dividends under the Issuer's Dividend Reinvestment and Share
Purchase Plan (the "Dividend Reinvestment Plan").
The 1,500,000 Shares referred to in Item 4 below were acquired by Realty
pursuant to the terms of a Purchase Agreement between Realty and the Issuer.
Realty purchased such Shares for an aggregate of $25,312,500 ($16.875 per
Share). The Shares acquired by Realty were acquired by Realty using general
corporate funds.
Amendment No. 18
- ----------------
Except for the transactions relating to the automatic reinvestment of
dividends pursuant to PTR's Dividend Reinvestment and Share Purchase Plan (the
"DRIP"), the purchases referred to in Item 5 below were made from general
corporate funds.
Amendment No. 20
- ------------------
The purchases specified in Item 5(c) below were made from general
corporate funds.
Item 4. Purpose of Transaction
Item 4 of the 13D, as amended and supplemented hereby, is hereby restated
in its entirety as follows:
Schedule 13D
- ------------
The purpose of SWRT's acquisition of the Common Shares and the Option
(the "Option"), granted to SWRT by Property Trust, to purchase Variable Rate
Cumulative Convertible Series A Preferred Shares of Beneficial Interest of
Property Trust, par value $1.00 per share (the "Series A Preferred Shares"),
which are convertible into Common Shares, was for investment. Sanders or SWRT
may sell interests in SWRT to other persons.
Depending on market conditions and other factors, and subject to the
restrictions imposed by the Investor Agreement (discussed below), SWRT intends
to acquire, at any time or from time to time, up to 32% of Property Trust's
Common Shares through open market purchases or otherwise and by exercising the
Option and converting the resulting Preferred Shares. SWRT delivered on March
2, 1990 a notice to Property Trust indicating that it proposes to buy 425,000
Common Shares on the open market. Under Section 10 of the Investor Agreement,
Property Trust has ten days from the date of such notice to exercise a right of
first offer with respect to such proposed open market purchases.
SWRT and Sanders intend to play a major role in the direction of Property
Trust for the purpose of maximizing the value of Property Trust. Subject to
the Investor Agreement, SWRT reserves the right to dispose of some or all of
the shares of the equity interests in Property Trust that it now owns or
hereafter acquires.
The Option entitles SWRT (or any subsequent holder of the Option) to
purchase 600,000 shares of the Series A Preferred Shares at a price of $9.00
per share, subject to certain antidilution adjustments described in Section 7
of the Option. The Option will be wholly void and of no effect after August
31, 1991.
Under the terms of the Articles Supplementary of Property Trust (the
"Articles Supplementary"), which designate the voting powers, rights,
preferences, qualifications and restrictions of the Series A Preferred Shares,
the holders of the Series A Preferred Shares are not entitled to vote, except
as a class on mergers, consolidations, sales of substantially all the assets of
Property Trust and matters respecting which the vote of all classes of a real
estate investment trust's shares is required by applicable provisions of the
General Corporation Law of the State of Maryland. Each share of the Series A
Preferred Shares is convertible at the option of the holder thereof into one
Common Share (subject to certain antidilution provisions set forth in the
Articles Supplementary) upon the earlier of March 31, 1990 and receipt of
authorization from the New York Stock Exchange for listing the underlying
Common Shares.
Pursuant to the terms of the Investor Agreement between SWRT and Property
Trust, dated February 23, 1990 (the "Investor Agreement"), neither SWRT nor any
officer or director of SWRT, nor a beneficial owner of more than 25% of SWRT's
voting securities, may purchase additional securities of Property Trust
entitled to vote generally for the election of trustees (including options and
rights to acquire any such securities and securities convertible into such
securities) (herein, such securities of Property Trust shall be referred to as
the "Voting Securities") if the effect of such acquisition would be to increase
the beneficial ownership of SWRT and its Affiliates (as defined in the Investor
Agreement) and persons in which SWRT or any of its Affiliates own more than 25%
of the outstanding interests, to greater than 32% (assuming conversion of the
Series A Preferred Shares) of the total combined voting power of all the Voting
Securities. However, SWRT and its Affiliates may acquire Voting Securities
without regard to the foregoing limitation pursuant to a tender offer for
Property Trust's stock which meets the following conditions: (i) the tender
offer is commenced after March 1, 1992; (ii) the tender offer is made for all
the shares of Property Trust securities not held by SWRT; (iii) the
consideration offered is all cash and is offered equally to all holders; and
(iv) the tender offer is held open for at least 90 days. Notwithstanding
anything in the Investor Agreement to the contrary, SWRT may make a tender
offer at any time and upon whatever terms it deems appropriate for the Common
Shares (including terms inconsistent with (i) - (iv), inclusive, of the
preceding sentence) if such tender offer is (A) made in response to a tender
offer made by a party which is not an affiliate of either SWRT or any of its
Affiliates and (B) is not instigated by SWRT or any of its Affiliates for the
purpose of avoiding its obligations under the Investor Agreement. If and when
SWRT decides to increase its ownership of shares through open market purchases,
Property Trust has a right of first offer to sell newly issued Common Shares to
SWRT at market prices.
The Investor Agreement also provides that SWRT and its Affiliates will
not sell any Voting Securities owned by them without the prior written consent
of the Board of Trustees of Property Trust by resolution adopted by a majority
of the Trustees who are not designees of SWRT, except (i) pursuant to a public
offering registered pursuant to a registration statement prepared in accordance
with the applicable provisions of the Securities Act of 1933, as amended (the
"Securities Act"); or (ii) in privately negotiated sales, provided that (A)
SWRT or any of its Affiliates will not sell shares constituting and/or
securities convertible into more than 9.8% of the outstanding Common Shares to
any person or group in any transaction or series of related transactions, and
(B) neither SWRT or any of its Affiliates will sell shares constituting or
securities convertible into an amount of Common Shares to any person or group
which would result in such person's or group's beneficially owning, after
giving effect to such sale, more than 9.8% of the outstanding shares; provided,
that for this purpose, SWRT may rely exclusively upon copies of Schedule 13D or
13G as promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), filed by such persons, in either case furnished by Property
Trust to SWRT; (iii) in "brokers transactions" as defined in Rule 144 of the
General Rules and Regulations under the Securities Act as in effect on the date
of the Investor Agreement; (iv) transfers to a potential acquiror of Property
Trust pursuant to a tender or exchange offer for all outstanding Voting
Securities, or securities convertible into, or exercisable for, Voting
Securities, (A) if the Board of Property Trust does not oppose such tender or
exchange offer, or (B) if such tender or exchange offer is opposed by the Board
of Trustees of Property Trust, but such transfer occurs not earlier than 48
hours preceding the announced termination of such tender or exchange offer; (v)
the conversion, exchange or exercise of such Voting Securities pursuant to
their terms; or (vi) a transfer, assignment, sale or disposition of such Voting
Securities among Affiliates, provided that the transferee shall be a
corporation directly or indirectly wholly owned by SWRT, and the transferee or
pledgee shall expressly assume in a writing delivered to Property Trust all of
the obligations and restrictions contained in the Investor Agreement pertaining
to SWRT.
Property Trust redeemed the Rights issued pursuant to that certain Rights
Agreement, dated as of March 10, 1989, as amended, between Property Trust and
MTrust Corp., N.A. as Rights Agent (the "Old Rights Agreement"), and agreed to
adopt a new Rights Agreement (the "New Rights Agreement"), which is
substantially identical to the Old Rights Agreement in every respect, except
that the New Rights Agreement (A) grants to SWRT a number of Rights (as defined
in the New Rights Agreement) equivalent to the number that would be associated
with the number of Common Shares into which the Series A Preferred Shares are
convertible, as such number may be adjusted from time to time pursuant to the
New Rights Agreement and the Articles Supplementary, and (B) provides that the
ownership by SWRT of the Option, or the acquisition by SWRT of Common Shares,
Series A Preferred Shares or other shares of preferred stock of Property Trust
shall not cause the occurrence of a Distribution Date (as defined in the New
Rights Agreement) or result in SWRT becoming an Acquiring Person (as defined
under the New Rights Agreement) or involved in a transaction or event described
in Section 11(a)(ii) of the New Rights Agreement (herein, any such transaction
or event shall be referred to as a "Triggering Event") solely as a result of
SWRT (1) acquiring or having acquired Voting Securities of Property Trust
giving SWRT directly or indirectly an aggregate of no more than 32% of the
voting power of the Voting Securities, or (2) being the Beneficial Owner (as
defined in the Rights Agreement) of Voting Securities of Property Trust
comprising more than 32% of the voting power of the Voting Securities then
outstanding, solely as a result of (i) a reduction in the number of votes per
share of outstanding shares of Property Trust's Voting Securities, (ii)
exercise or conversion of the Rights (as defined in the New Rights Agreement)
or any rights, warrants, or convertible securities received by SWRT with
respect to Series A Preferred Shares, the Common Shares or securities derived
by SWRT therefrom, (iii) any distribution made, or other action taken, by
Property Trust with respect to the Option, Series A Preferred Shares, the
Common Shares, the Rights (as defined in the New Rights Agreement) or any
rights, warrants, or convertible securities received by SWRT with respect to
Series A Preferred Shares, the Common Shares, or any security derived by SWRT
therefrom, including, without limitation, any securities received by SWRT
pursuant to Section 7 of the Option or (iv) utilization of rights possessed by
Series A Preferred Shares or the Rights or any stock rights, warrants, or other
securities derived, whether directly or indirectly, by SWRT therefrom. During
such time as SWRT is the owner of the Option, any Series A Preferred Shares or
any Common Shares and while the Rights issued pursuant to the New Rights
Agreement are outstanding, Property Trust shall not amend or supplement the New
Rights Agreement in any manner which would cause the occurrence of a
Distribution Date or result in SWRT becoming an Acquiring Person or involved in
a Triggering Event solely as a result of SWRT maintaining its ownership of
Common Shares as described in clauses (1) and (2) of the immediately preceding
sentence. During such time as SWRT is the owner of the Option or any Series A
Preferred Shares, Property Trust may amend the New Rights Agreement or may
adopt a new rights agreement similar to the New Rights Agreement only if such
amendment or new agreement provides for the issuance to the holders of the
Option or Series A Preferred Shares of (x) rights identical to those to be
issued to holders of Common Shares and (y) a number of rights with respect to
each Series A Preferred Share equal to the number of Common Shares into which a
Series A Preferred Share is then convertible multiplied by the number of rights
to be issued with respect to each such Common Share, and Property Trust's
amendment, adoption of such new agreement, or of any amendment or supplement to
either thereof, complies with the preceding sentence.
Property Trust has exempted SWRT from the application of the provisions
of Section 3-602 and Section 3-702(a) of the Maryland General Corporation Law,
as in effect on the date of the Investor Agreement, and from Article 2, Section
7(c) of its Declaration of Trust so long as SWRT holds 32% or less of the
Voting Securities. These exemptions will not attach to and follow the shares,
but will terminate upon transfer by SWRT to an unaffiliated party.
The Investor Agreement provides that SWRT and its Affiliates, from the
date of the Investor Agreement until March 1, 1992, will not (i) submit any
proposal for the vote of shareholders of Property Trust; (ii) become a member
of a "group" within the meaning of Section 13(d)(3) of the Exchange Act unless
such group is committed to complying with the obligations of SWRT and its
Affiliates under Sections 9(b)(ii) and 9(b)(iii) of the Investor Agreement
(which require SWRT and its Affiliates to be present at all shareholder
meetings of Property Trust, and require SWRT and its Affiliates, until March 1,
1992, to vote its Voting Securities in favor of the nominees of the Board of
Trustees of Property Trust for election to the Board of Property Trust); or
(iii) deposit any Voting Securities in a voting trust or subject any Voting
Securities to any arrangement or agreement with respect to the voting of such
Voting Securities unless the persons controlling the voting thereof are
committed to complying with the obligations of SWRT and its Affiliates under
Sections 9(b)(ii) and 9(b)(iii) of the Investor Agreement.
SWRT has the right under the Investor Agreement to obtain representation
on the Board of Trustees of Property Trust as follows: So long as SWRT owns 9%
or more of the Voting Securities, Property Trust shall not increase the number
of members of its Board of Trustees to more than eight, and SWRT shall be
entitled to designate one or more persons for nomination to the Board of
Property Trust (such person, a "Nominee") as follows and Property Trust will
use its best efforts to cause the election of such Nominee or Nominees: (i) so
long as SWRT owns less than 10% of the Voting Securities, one (1) Nominee; (ii)
so long as SWRT owns not less than 10% of the Voting Securities, that number of
Nominees as shall bear approximately the same ratio to the total number of
trustees as the number of Voting Securities held by SWRT (excluding the Voting
Securities represented by the Option until the exercise thereof) bears to the
total number of Voting Securities outstanding, provided, that (A) SWRT shall be
entitled to designate not more than two (2) Nominees so long as the Board
consists of not more than eight (8) trustees; (B) any person who is employed by
SWRT or who is an employee, a 25% shareholder or a director of any corporation
of which SWRT is a 25% shareholder (except for Property Trust) shall be deemed
to be a designee of the SWRT; and (C) if necessary to avoid the forced
retirement from the Board of Property Trust of any current trustee, SWRT shall
designate one of the current members of the Board of Property Trust as one of
his two Nominees under clause (A) above.
In the event of a "Change in Control" (as defined in the Option or the
Articles Supplementary, as the case may be) of Property Trust, the holder of
the Option or the Series A Preferred Shares may require Property Trust to
repurchase the Option or the Preferred Shares, as the case may be, at
predetermined prices.
The provisions of the Option, the Investor Agreement and the Articles
Supplementary are set forth in full in those documents which are filed as
Exhibits E, A and F to this Schedule 13D, and which are incorporated herein in
their entirety by this reference in the response to this Item 4. The
description in this Item 4 of the terms and conditions thereof is a summary
only and is qualified in its entirety by reference to such Exhibits.
Other than as discussed above, neither SWRT nor Sanders has any plans or
proposals that relate to or would result in the acquisition of additional
securities of Property Trust or the disposition of securities of Property
Trust; an extraordinary corporate transaction involving Property Trust or any
of its subsidiaries; a sale or transfer of a material amount of assets of
Property Trust or any of its subsidiaries; a change in the present Board of
Trustees or management of Property Trust; a material change in the present
capitalization or dividend policy of Property Trust; any other material change
in the business or corporate structure of Property Trust; changes in Property
Trust's charter, bylaws or instruments corresponding thereto or other actions
which might impede the acquisition of control of Property Trust by any other
person; causing a class of Property Trust's securities to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
interdealer quotation system of a registered securities association; causing
securities of Property Trust to be eligible for termination of registration
pursuant to Section 12(g)(4) of the Exchange Act; or any action similar to any
of those enumerated in the foregoing paragraph.
Amendment No. 1
- ---------------
On March 3, 1990, Property Trust advised SWRT and Sanders that it had
elected not to exercise its right of first offer pursuant to Section 10 of the
Investor Agreement with respect to the notice of proposed open market purchases
that SWRT delivered to Property Trust on March 2, 1990.
Amendment No. 6
- ----------------
The current management of the Issuer is expected to change if and when
the Issuer enters into an advisory agreement with Southwest Realty Advisors
Incorporated ("Realty Advisors"), a wholly-owned subsidiary of Capital, the
terms of which are currently being negotiated. It is expected that the
advisory agreement will be executed in the near future and be effective as of
March 1, 1991. The proposed agreement, a copy of which is attached hereto as
Exhibit B and incorporated herein by reference in its entirety, contemplates
that Realty Advisors will assume responsibility for the day-to-day management
of the Issuer and will employ all current employees of the Issuer.
The proposed agreement also contemplates that Realty Advisors'
compensation will be performance based and will be tied primarily to the cash
flow of the Issuer so that the interests of Realty Advisors will mirror those
of the Issuer's shareholder's. The cost of the advisory agreement to the
Issuer is expected to be no greater than the current total general and
administrative cost of the Issuer as a self-advised entity.
The current capitalization of the Issuer is expected to change. In order
to execute the strategy set forth in the following paragraph, the Board of
Trustees of the Issuer ("Trustees") are exploring alternative approaches to
raising additional capital consistent with the long-term interests of the
Issuer's shareholders. Capital has expressed a desire to invest, either
directly or through its Affiliates, additional capital in the Issuer in the
immediate future.
The focus of the Issuer's business is expected to shift towards the
acquisition and development of multi-family housing in certain markets in the
southwestern United States.
Amendment No. 7
- ----------------
Pages 1-5 of the Prospectus which constitutes Part I of the Registration
Statement on Form S-2 filed by Property Trust of America dated May 16, 1991,
Registration Number 33-39766, are hereby incorporated herein by reference.
Amendment No. 8
- ---------------
Realty acquired the 720,000 Common Shares referred to in Item 5 below in
order to increase its investment in the Issuer. Realty intends to acquire from
time to time in open market purchases over an indefinite period of time
additional Common Shares of the Issuer at an aggregate price of up to
$2,500,000.
William D. Sanders, on behalf of himself and related entities, intends to
acquire from time to time in open market purchases over an indefinite period of
time additional Common Shares of the Issuer at an aggregate price of up to
$750,000.
Willmott acquired the 3,000 Common Shares referred to in Item 5 below as
an investment. Hunt acquired the 9,200 Common Shares referred to in Item 5
below as an investment. Hunt Securities Corporation acquired the 37,800 Common
Shares referred to in Item 5 below as an investment.
Amendment No. 9
- ---------------
Realty acquired the 30,000 Shares referred to in Item 5 below in order to
increase its investment in the Issuer. On October 8, 1991, the Issuer filed a
Registration Statement on Form S-2 under the Securities Act of 1933, as amended
(the "Act"), in connection with the Issuer's proposed offering (the "Offering")
of up to 2,500,000 of its Shares to the public. In lieu of open market
purchases, as previously reported, Realty intends to purchase 600,000 Shares of
the Issuer in the Offering, unless the Offering is oversubscribed. Under the
terms of a Supplemental Investment Agreement between Realty and the Issuer in
the form attached hereto as Exhibit A (the "Supplemental Agreement"), which is
hereby incorporated herein by reference, Realty has agreed to purchase a
minimum of $2 million of Shares in the Offering, subject to certain conditions.
In lieu of open market purchases, as previously reported, William D.
Sanders, on behalf of himself and related entities, intends to purchase up to
100,000 additional Shares of the Issuer in the Offering.
Amendment No. 10
- ----------------
In order to increase its investment in the Issuer, Realty intends to
purchase 1,100,000 shares of the Issuer in the offering made pursuant to the
Registration Statement (the "Offering"), unless the offering is oversubscribed.
Sanders intends to purchase up to 100,000 additional shares of the Issuer in
the Offering. Planned purchases by Realty and Sanders are more fully described
in pages 32-34 of the Prospectus, copies of which are attached hereto as
Exhibit A and by this reference incorporated as part hereof in response to this
item.
Amendment No. 11
- -----------------
Realty and Sanders, respectively, acquired the 1,072,617 and 100,000
Shares referred to in Item 5 below in order to increase their investments in
the Issuer. On October 8, 1991, the Issuer filed a Registration Statement on
Form S-2, as amended on November 8, 1991, under the Securities Act of 1933, as
amended (the "Securities Act"), in connection with the Issuer's offering (the
"Offering") of up to 5,175,000 of its Shares to the public.
Realty and Sanders intend to acquire additional Shares from time to time
in market transactions or otherwise, as permitted by applicable law.
Pursuant to the Offering, Messrs. C. Ronald Blankenship, Managing
Director of Southwest Capital Group Incorporated, and Thomas G. Wattles,
Managing Director of Realty, acquired 6,500 Shares and 5,000 Shares,
respectively.
Amendment No. 12
- ----------------
Realty acquired the 1,300,000 Shares referred to in Item 5 below in order
to increase its investment in the Issuer. On March 13, 1992, the Issuer filed
a Registration Statement on Form S-2, as amended on April 15, 1992, under the
Securities Act of 1933, as amended (the "Securities Act"), in connection with
the Issuer's offering (the "PTR Offering") of up to 2,050,000 of its Shares to
certain indirect owners of Realty who were then owners of the Issuer's Shares.
Concurrently with the PTR Offering, the Issuer commenced an underwritten
offering of up to 5,750,000 Shares to the public, including 750,000 Shares
which may be sold to underwriters to cover over-allotments, if any.
Realty intends to acquire additional Shares from time to time in market
transactions or otherwise, as permitted by applicable law.
Amendment No. 13
- -----------------
In order to increase its investment in the Issuer, Realty intends to
purchase approximately 724,873 Shares pursuant to the Rights Offering described
in the prospectus included in a registration statement on Form S-3 filed by the
Issuer on September 8, 1992 (File No. 33-51728). In addition, Realty expects
to subscribe for up to an additional $20 million of Shares pursuant to the
oversubscription privilege described in such registration statement, to the
extent such Shares are available pursuant to the Rights Offering. Realty
reserves the right to purchase additional Shares, or fewer Shares if excess
demand for unsubscribed Shares develops.
Realty intends to acquire additional Shares from time to time in market
transactions or otherwise, as permitted by applicable law.
Amendment No. 14
- ----------------
To increase its investment in the Issuer, Realty acquired an aggregate of
130,622 Shares pursuant to the Issuer's Dividend Reinvestment and Share
Purchase Plan which allows shareholders of the Issuer to acquire additional
Shares by automatically reinvesting dividends.
Realty intends to acquire additional Shares from time to time in market
transactions or otherwise, as permitted by applicable law.
Amendment No. 15
- ----------------
To increase its investment in the Issuer, Realty acquired an aggregate of
2,277,457 Shares by exercising rights in the Issuer's Rights Offering described
in the prospectus included in a registration statement on Form S-3, as amended
(File No. 33-51728), as well as the pro rata oversubscription privilege
described therein. Additionally, Realty acquired an aggregate of 74,900 Shares
in open market purchases prior to the Rights Offering.
Sanders acquired the 33,206 Shares by exercising rights in the Issuer's
Rights Offering. In addition, Sanders previously acquired 47,851 Shares, which
Shares were inadvertently omitted from the prior Schedule 13D.
Realty intends to acquire additional Shares from time to time in market
transactions or otherwise, as permitted by applicable law.
Amendment No. 16
- -----------------
To increase its investment in the Issuer, Realty acquired an aggregate of
58,612 Shares and Sanders acquired an aggregate of 1,564 Shares pursuant to the
automatic reinvestment of dividends pursuant to the Issuer's Dividend
Reinvestment and Share Purchase Plan which allows shareholders of the Issuer to
acquire additional Shares by automatically reinvesting dividends.
On January 15, 1993, the Issuer filed with the Commission a registration
statement on Form S-3 (File No. 33-75050) relating to an offering of up to
5,500,000 Shares (the "Registration Statement"). Of the 5,500,000 Shares to be
sold by the Issuer, Realty expects to purchase between 20% and 25% of the total
number of Shares offered at the initial public offering price as set forth in
the Registration Statement. Such purchase by Realty will be made pursuant to a
Purchase Agreement, the form of which is included as an Exhibit hereto and is
incorporated herein by reference. Realty may purchase Shares in the open
market following the offering described in the Registration Statement if
sufficient Shares are not available for its purchase therein.
Realty intends to acquire additional Shares from time to time in market
transactions or otherwise, as permitted by applicable law.
Amendment No. 17
- ----------------
On February 12, 1993, Realty acquired 84,500 Shares and Sanders acquired
1,358 Shares pursuant to the Dividend Reinvestment Plan which allows
shareholders of the Issuer to acquire additional Shares by automatically
reinvesting dividends.
On February 9, 1993, the Commission declared effective the Issuer's
registration statement on Form S-3 (File No. 33-57050) relating to an offering
of up to 8,055,000 Shares (the "Registration Statement") of the 8,055,000
Shares registered by the Issuer, Realty purchased 1,500,000 Shares
(representing approximately 19% of the total number of Shares offered) at the
initial public offering price as set forth in the Registration Statement. Such
purchase by Realty was made on February 17, 1993 to a Purchase Agreement, a
copy of which is included as an Exhibit hereto and is incorporated herein by
reference. Realty may purchase additional Shares in the open market following
the consummation of the offering described in the Registration Statement.
Realty intends to acquire additional Shares from time to time in market
transactions or otherwise, as permitted by applicable law.
Amendment No. 18
- ----------------
REALTY may continue to purchase Common Shares of PTR at the same times
and on the same terms available to other shareholders or to investors
generally, both in open market purchases and in future public offerings.
Amendment No. 20
- ----------------
REALTY did not receive its full oversubscription in PTR's August 1994
public rights offering due to proration of available Common Shares. REALTY
intends to continue purchasing Common Shares in the open market or in future
public offerings in order to increase its ownership interest in PTR.
Item 5. Interest in Securities of Issuer.
Item 5 of the 13D, as amended and supplemented hereby, is hereby restated
in its entirety as follows:
(a),(b)
Amendment No. 20
- -----------------
To the filing persons' belief, the following table sets forth the
beneficial ownership of Common Shares for each person named in Item 2. Unless
otherwise indicated in the footnotes, each such person, to the filing persons'
belief, has sole power to vote or to direct the vote and sole power to dispose
or direct the disposition of such Common Shares.
Common Shares Percent of All
Person Beneficially Owned Common Shares
- ------ ------------------ --------------
Security Capital Realty Incorporated............ 15,462,367 30.7%
SECAP REALTY Incorporated(1).................... 15,462,367 30.7%
Security Capital Group Incorporated(1).......... 15,462,367 30.7%
William D. Sanders(1)........................... 15,663,832 31.1%
C. Ronald Blankenship........................... 17,773 *
James C. Potts.................................. 3,500 *
Thomas G. Wattles............................... 6,857 *
Samuel W. Bodman................................ 0 0
John P. Frazee, Jr.............................. 0 0
Cyrus F. Freidheim, Jr.......................... 0 0
H. Laurence Fuller.............................. 0 0
Ray L. Hunt..................................... 455,269 *
John T. Kelley, III............................. 0 0
Peter S. Willmott............................... 50,000 *
Stephen T. Clark................................ 0 0
Anthony R. Manno, Jr............................ 0 0
_____________________
* less than 1%
(1) 15,462,367 of these Common Shares are owned of record by REALTY. SECAP
REALTY Incorporated ("SECAP"), a wholly owned subsidiary of Security
Capital Group Incorporated ("GROUP"), is the REIT manager of REALTY.
SECAP and GROUP may therefore be deemed to share voting and dispositive
power with respect to such Common Shares. Sanders may also be deemed to
beneficially own such Common Shares, because he may be deemed to share
voting and dispositive power with respect to all shares owned by REALTY.
REALTY and Sanders intend to play a major role in the direction of PTR
for the purpose of maximizing the value of PTR.
(c)
Schedule 13D
- -------------
The only transactions during the past 60 days in the Common Shares by the
persons filing this Schedule 13D are as follows: On February 23, 1990,
pursuant to that certain Agreement for the Sale of Stock, dated February 22,
1990, among SWRT Incorporated, Sizeler Property Investors, Inc., and Realty
Acquisition Corporation, attached hereto as Exhibit G and incorporated herein
by reference in its entirety, SWRT purchased for cash, at a price of $11.75 per
share, in a negotiated, private transaction, 501,000 Common Shares from Realty
Acquisition Corporation, a Delaware corporation.
Also on said date, following the consummation of the foregoing
transaction, Property Trust issued to SWRT the Option, which grants to SWRT the
right, until August 31, 1991, to purchase, at a price of $9 per share, 600,000
shares (subject to certain antidilution adjustments) of the Series A Preferred
Shares, each of which is convertible into one Common Share. The Option was
issued in consideration of Realty Acquisition Corporation, its corporate parent
and Property Trust entering into the Settlement Agreement and General Release
with Standstill Provisions attached hereto as Exhibit H and incorporated herein
by reference in its entirety, pursuant to which Settlement Agreement Realty
Acquisition Corporation withdrew its tender offer for Property Trust. The
issuance of the Option was conditional upon SWRT's purchase of the 501,000
Common Shares from Realty Acquisition Corporation described in the paragraph
immediately above.
Amendment No. 2
- ----------------
On March 6, 1990, SWRT purchased, through a broker in open market
transactions, an aggregate of 9,600 Common Shares, in such quantities and at
such prices (excluding commissions, which totaled $960) as follows: 5,600
Shares at $8.00 per Share, 3,000 Shares at $8.125 per Share, and 1,000 Shares
at $8.25 per Share. On March 8, 1990, SWRT purchased 377,500 Common Shares at
a price of $8.375 per Share in a privately negotiated transaction.
Amendment No. 4
- ---------------
On March 14, 1990, Southwest purchased, through a broker in open market
transactions, an aggregate of 21,900 Common Shares, in such quantities and at
such prices (excluding commissions, which totaled $2,190) as follows: 300
Shares at $8.625 per share and 21,600 Shares at $8.75 per Share. On March 16,
1990, Southwest purchased, through a broker in open market transactions, an
aggregate of 70,700 Common Shares, in such quantities and at such prices
(excluding commissions, which totaled $7,070) as follows: 68,600 Shares at
$9.00 per share and 2,100 Shares at $8.75 per share.
Amendment No. 5
- ---------------
On March 19, 1990 through March 22, 1990, Southwest purchased, through a
broker in open market transactions, an aggregate of 56,700 Common Shares, at an
average price of $8.794 per Common Share (excluding commissions which totaled
$5,670).
Amendment No. 7
- ---------------
Realty has surrendered the Option and has received as a dividend rights
to acquire 525,550 shares of Property Trust, as described in the pages 1-5 of
the Prospectus incorporated in response to Item 4 above and such pages are
hereby incorporated herein by reference.
Amendment No. 8
- ---------------
Realty acquired 720,000 Common Shares of the Issuer as follows: 525,550
Common Shares pursuant to the exercise of rights that had been issued to Realty
as a dividend, and an additional 194,450 Common Shares pursuant to Realty's
oversubscription privilege as more fully described in pages 1-5 of the
Prospectus which constitutes Part I of the Registration Statement on Form S-2
filed by the Issuer dated May 16, 1991, Registration Number 33-39766 attached
hereto as Exhibit A.
Willmott acquired 3,000 Common Shares, Hunt acquired 9,200 Common Shares
and Hunt Securities Company acquired 37,800 Common Shares of the Issuer, each
as a third-party subscriber to Common Shares unsubscribed for by holders of
rights pursuant to Issuer's offer as more fully described on pages 1-5 of the
Prospectus identified above.
Amendment No. 9
- ----------------
Realty acquired 30,000 Shares of the Issuer at a price of $8.50 per
share, in an open-market purchase on September 24, 1991.
Amendment No. 11
- ----------------
Realty acquired the 1,072,617 Shares and Sanders acquired the 100,000
Shares of the Issuer at a price of $8.875 per Share pursuant to the Offering.
Amendment No. 12
- -----------------
On March 6, 1992, Realty acquired 44,899 Shares and Sanders acquired
1,749 Shares pursuant to the automatic reinvestment of dividends under the
Issuer's Dividend Reinvestment and Share Purchase Plan.
Realty acquired the 1,300,000 Shares of the Issuer at a price of $10.375
per Share pursuant to the PTR Offering.
Amendment No. 14
- -----------------
On June 5, 1992 and September 4, 1992, Realty acquired 69,666 and 60,956
Shares, respectively, pursuant to the automatic reinvestment of dividends under
the Issuer's Dividend Reinvestment and Share Purchase Plan.
Amendment No. 15
- ----------------
[See Item 4(a).]
Amendment No. 16
- ----------------
[See Item 4(a).]
Amendment No. 17
- ----------------
[See Item 4(a).]
Amendment No. 18
- -----------------
No transactions in Common Shares were effected in the past sixty days by
the persons listed in the above table. The following paragraphs describe
REALTY's purchases of Common Shares since the most recent prior amendment to
the 13D:
From February 19 to February 24, 1993, REALTY purchased 100,000
Common Shares on the New York Stock Exchange for a total of $1,696,125.
On May 14, 1993, REALTY purchased 96,618 Common Shares for
$1,710,332 pursuant to the DRIP and purchased 50,000 Common Shares on the
New York Stock Exchange for $878,000.
On August 13, 1993, REALTY purchased 90,716 Common Shares for
$1,689,138 pursuant to the DRIP.
On September 22, 1993, REALTY purchased 3,343,975 Common Shares for
$61,445,568 in PTR's public rights offering.
Amendment No. 20
- ----------------
To the filing persons' belief, none of the persons named in Item 2
effected any transactions in the Common Shares during the past 60 days, except
that (i) REALTY purchased 3,310,877 Common Shares in PTR's public rights
offering, which closed on August 16, 1994, at a price of $18.25 per Common
Share; (ii) REALTY purchased 10,000 and 30,000 Common Shares on the open market
on August 23, 1994 at prices of $17.875 and $17.75 per Common Share,
respectively; and (iii) REALTY purchased 5,500, 10,000 and 21,600 Common Shares
on the open market on August 24, 1994 at prices of $17.625, $17.875 and $17.75
per Common Share, respectively. SECAP, GROUP and Sanders may be deemed to
beneficially own such Common Shares.
(d)
Amendment No. 20
- -----------------
No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Common Shares owned by the persons named in Item 2.
(e)
Amendment No. 20
- ----------------
No person filing this statement has ceased to be a beneficial owner of
more than five percent of the Common Shares.
Item 6. Contracts, Arrangements, Understandings, or Relationships With
Respect to Securities of the Issuer.
Item 6 of the 13D is hereby restated in its entirety as follows:
Schedule 13D
- -------------
As described in Item 4 above, the Investor Agreement, the Articles
Supplementary and the Option provide for various rights and restrictions with
respect to Property Trust's securities. The Agreement for Sale of Stock
described in Item 5(c), attached hereto as Exhibit G and incorporated herein by
reference in its entirety, is the only agreement or understanding other than
the Investor Agreement, the Option and the Articles Supplementary between SWRT
and another person or entity which involves the Common Shares
Amendment No. 6
- ----------------
[Pursuant to the terms of the Advisory Agreement, Advisors has the power
to manage and control the assets owned by Realty, including the power to vote,
dispose of and give proxies in respect of any securities owned by Realty (as
described in Article I of the Advisory Agreement). . . . Pursuant to the
understanding of the parties to the Advisory Agreement, the Advisory Agreement
became effective on January 4, 1991, when Realty received payment for
approximately 27,167 shares of its common stock.] [From Item 5 in Amendment
No. 6.]
Except as set forth in Items 4 and 5 [the above paragraph], there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 and between such persons and any person with
respect to any securities of the Issuer.
Amendment No. 19
- ----------------
As of July 11, 1994, REALTY and PTR entered into that certain Second
Amended and Restated Investor Agreement (the "Investor Agreement"), which
amended and restated that certain Amended and Restated Investor Agreement,
dated as of May 14, 1991, between REALTY's predecessor and PTR, as such
agreement was amended by that certain First Amendment thereto dated as of May
14, 1991 and by that certain Supplemental Agreement dated as of May 14, 1991.
Pursuant to the Investor Agreement, REALTY has agreed to fully exercise
the subscription rights it receives from PTR as a dividend to holders of record
of Common Shares on July 21, 1994 for Common Shares in PTR's public rights
offering. As consideration for this additional investment by REALTY, PTR has
agreed (i) to adopt a board resolution exempting REALTY and any person or
entity owning, directly or indirectly, 20% or more of REALTY's then outstanding
voting securities (collectively, the "Investor Group") from the application of
the provisions of Article 2, Section 7(c) of PTR's Restated Declaration of
Trust, as amended, which limits beneficial ownership by any person or group to
9.8% of PTR's then outstanding Common Shares, to the extent that the Investor
Group acquires securities giving it Beneficial Ownership (as defined in the
Investor Agreement) or not more than 49% of PTR's Common Shares, (ii) to adopt
a board resolution irrevocably exempting the Investor Group from the
application of Section 3-601 through and including Section 3-604 of the
Corporations and Associations Article of the Annotated Code of Maryland (the
"Maryland Code") so long as the Investor Group Beneficially Owns 49% or less of
PTR's Common Shares, (iii) to adopt a bylaw amendment exempting the Investor
Group from the application of Section 3-701 through and including Section 3-709
of the Maryland Code with respect to any Common Shares acquired pursuant to the
Investor Agreement, and (iv) to redeem the rights outstanding pursuant to PTR's
Rights Agreement, dated as of February 23, 1990, with Chemical Bank, and adopt
and enter into a new Rights Agreement with Chemical Bank which provides that
the Investor Group shall not become an Acquiring Person (as defined in the new
Rights Agreement) or cause a Triggering Event (as defined in the Investor
Agreement) solely as a result of (A) acquiring securities giving the Investor
Group Beneficial Ownership of 49% or less of the Common Shares or (B)
Beneficially Owning in excess of 49% of the Common Shares, if such excess
results from repurchases of Common Shares by the Trust or acquisitions of newly
issued Common Shares by the Investor Group directly from the Trust.
REALTY has agreed in the Investor Agreement that the Investor Group will
not directly or indirectly acquire any securities if the effect would be to
increase the Investor Group's Beneficial Ownership to greater than 49% of the
Common Shares, except for an all-cash tender offer for all PTR securities or a
tender offer made in response to a tender offer by a third party. REALTY has
also agreed that the Investor Group will not, without the prior written consent
of PTR's Board of Trustees, directly or indirectly sell securities to any
person, entity or group which would result in such person, entity or group
Beneficially Owning more than 9.8% of the Common Shares.
REALTY has the right under the Investor Agreement so long as the Investor
Group Beneficially Owns at least 9% of the Common Shares to designate at least
one person for nomination to serve on PTR's Board of Trustees. REALTY has the
right to designate such nominees in proportion to the percentage Beneficial
Ownership of Common Shares by the Investor Group (at least two nominees) so
long as the Investor Group Beneficially Owns more than 10% of the Common
Shares, provided that REALTY may not designate more than two nominees so long
as PTR's Board consists of not more than eight Trustees. REALTY also has
certain demand and piggyback registration rights under the Investor Agreement
with respect to its Common Shares.
The foregoing is only a summary of the Investor Agreement and reference
is made to the Investor Agreement, a copy of the form of which is filed as an
exhibit to this amendment and is incorporated herein by reference, for a
complete statement of its provisions.
Item 7. Material to Be Filed as Exhibits
Item 7 of the 13D, as supplemented hereby, is hereby restated in its
entirety as follows:
Schedule 13D
- -------------
Exhibit Letter Exhibit
-------------- --------
A Copy of Investor Agreement between SWRT and Property
Trust, dated February 23, 1990, setting forth certain
rights, restrictions and covenants with respect to
SWRT's relationship with Property Trust.
B Copy of Letter Agreement between Morgan Guaranty Trust
Company of New York and SWRT, dated February 22, 1990,
which sets forth the terms of the demand loan facility
used by SWRT to fund the acquisition of the 501,000
Common Shares from Realty Acquisition Corporation.
C Copy of Promissory Note of SWRT, payable to the order
of Morgan Guaranty Trust Company of New York, in the
aggregate principal amount of the lesser of $10,000,000
or the aggregate principal amount of loans outstanding
thereunder, dated February 22, 1990.
D Copy of Guaranty of William D. Sanders of the repayment
of the Loans evidenced by the Promissory Note (Exhibit
C hereof), in favor of Morgan Guaranty Trust Company of
New York, executed and delivered on February 22,
1990.
E Copy of Option dated February 23, 1990 issued by
Property Trust to SWRT and entitling SWRT to purchase
600,000 shares of Variable Rate Cumulative Convertible
Series A Preferred Shares of Beneficial Interest of
Property Trust, par value $1.00 per share.
F Copy of Articles Supplementary of Property Trust, dated
as of February 23, 1990, setting forth the rights and
privileges of the Variable Rate Cumulative Convertible
Series A Preferred Shares.
G Copy of Agreement for Sale of Stock, by and among SWRT,
Sizeler Property Investors, Inc., a Delaware
corporation, and Realty Acquisition Corporation, dated
February 22, 1990.
H Copy of Settlement Agreement and General Release with
Standstill Provisions, among Property Trust, Realty
Acquisition Corporation, and Sizeler Property
Investors, Inc., dated February 22, 1990.
I Copy of Joint Filing Statement of William D. Sanders
and SWRT.
Amendment No. 6
- ----------------
Exhibit Letter Exhibit
-------------- --------
A Copy of Real Estate Advisory Agreement, dated as of
December 31, 1990, by and between Southwest Advisors
Incorporated and Southwest Realty Investors
Incorporated.
B Copy of proposed advisory agreement dated as of
February ___, 1991, by and between Southwest Realty
Advisors Incorporated and Property Trust of America.
<PAGE>
Amendment No. 7
- ---------------
Exhibit Letter Exhibit
-------------- --------
A Pages 1-5 of the Prospectus which constitutes Part I of
the Registration Statement on Form S-2 filed by
Property Trust of America dated May 16, 1991,
Registration Number 33-39766.
Amendment No. 18
- ----------------
A written agreement relating to the filing of the joint acquisition
statement is filed as Exhibit A hereto.
Amendment No. 19
- -----------------
A written agreement relating to the filing of the joint acquisition
statement is filed as Exhibit A hereto and a copy of the form of the Investor
Agreement is filed as Exhibit B hereto.
Amendment No. 20
- -----------------
A written agreement relating to the filing of the joint acquisition
statement is filed as Exhibit A hereto.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
August 25, 1994
- ---------------
Date
SECURITY CAPITAL REALTY INCORPORATED
By: /s/ Paul E. Szurek
--------------------------------
Paul E. Szurek
Secretary
<PAGE>
SECAP REALTY INCORPORATED
By: /s/ Paul E. Szurek
---------------------------------
Paul E. Szurek
Secretary
SECURITY CAPITAL GROUP INCORPORATED
By: /s/ Paul E. Szurek
---------------------------------
Paul E. Szurek
Secretary
WILLIAM D. SANDERS
By: /s/ Paul E. Szurek
---------------------------------
Paul E. Szurek
Attorney-in-fact pursuant to a
Power of Attorney filed as
Exhibit B to Amendment No. 16
to the Schedule 13D, which is
incorporated by reference
<PAGE>
EXHIBIT INDEX
--------------
EXHIBIT A Agreement relating to filing of joint statement.
EXHIBIT A
---------
This Agreement is entered into by and among Security Capital Realty
Incorporated, a Maryland corporation, SECAP REALTY Incorporated, a Delaware
corporation, Security Capital Group Incorporated, a Delaware corporation, and
William D. Sanders, an individual.
Each of the persons named above hereby agrees that the Amendment to the
Schedule 13D of even date herewith and to which this Agreement is attached as
an exhibit, which is to be filed with the Securities and Exchange Commission,
is to be filed on behalf of each such person.
IN WITNESS WHEREOF, each of the undersigned has executed this Agreement
or caused this Agreement to be executed on its behalf this 25th day of August,
1994.
SECURITY CAPITAL REALTY INCORPORATED
By: /s/ Paul E. Szurek
--------------------------------
Paul E. Szurek
Secretary
SECAP REALTY INCORPORATED
By: /s/ Paul E. Szurek
---------------------------------
Paul E. Szurek
Secretary
SECURITY CAPITAL GROUP INCORPORATED
By: /s/ Paul E. Szurek
---------------------------------
Paul E. Szurek
Secretary
<PAGE>
WILLIAM D. SANDERS
By: /s/ Paul E. Szurek
---------------------------------
Paul E. Szurek
Attorney-in-fact pursuant to a
Power of Attorney filed as
Exhibit B to Amendment No. 16
to the Schedule 13D, which is
incorporated by reference
