UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 23)*<F1>
Security Capital Pacific Trust
(formerly Property Trust of America)
(Name of Issuer)
Common Shares of Beneficial Interest, $1.00 par value
(Title of Class of Securities)
814141 10 7
(formerly 743445 10 8)
(CUSIP Number)
Paul E. Szurek, 125 Lincoln Avenue,
Santa Fe, New Mexico 87501 (505) 982-9292
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 23, 1995
(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.
<F1> * 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).
SCHEDULE 13D
CUSIP No. 814141 10 7
_________________________________________________________________
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, OO
_________________________________________________________________
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
SHARES _____27,389,836___________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH _______0__________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH _____27,389,836___________________________________
10 SHARED DISPOSITIVE POWER
______________________0__________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
________27,389,836_______________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* __
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
________37.9%_____________________________________________________
14 TYPE OF REPORTING PERSON*
CO
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 814141 10 7
_________________________________________________________________
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, OO
_________________________________________________________________
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
SHARES _____201,070______________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH _____27,389,836___________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH _____201,070______________________________________
10 SHARED DISPOSITIVE POWER
____________________27,389,836___________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
____________________27,590,906___________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* __
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
________38.1%____________________________________________________
14 TYPE OF REPORTING PERSON*
IN
_________________________________________________________________
Item 1. Security and Issuer
This statement relates to the Shares of Beneficial Interest,
par value $1.00 per share (the "Common Shares"), of Property
Trust of America, a real estate investment trust organized under
the laws of Maryland ("Property Trust").
The principal executive office of Property Trust is 4487
North Mesa, Suite 100, El Paso, Texas 79902.
Item 2. Identity and Background
(a) - (c). This statement is filed by SWRT Incorporated, a
Delaware corporation ("SWRT"), and Mr. William D. Sanders
("Sanders"). SWRT is principally engaged in the business of
investing in real estate. SWRT's principal executive office is
located at 11 South LaSalle Street, Suite 2300, Chicago, Illinois
60603. The sole officer of SWRT is Robert A. Kritt, and the
directors of SWRT are Robert A. Kritt and Sanders. The sole
stockholder and controlling person of SWRT is Sanders. Messrs.
Sanders and Kritt are both United States citizens. The addresses
and present principal occupations of such individuals are set
forth on Schedule I attached hereto.
Subparts (d) and (e) of Item 2 are not applicable to SWRT or
any of its executive officers, directors or controlling persons.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate amount of funds expended by SWRT 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 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.
Item 4. Purpose of Transaction
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 35% 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 or 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 purposes, 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 M-Trust 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 pre-
determined 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 listed from a national securities
exchange or to cease to be authorized to be quoted in an inter-
dealer 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.
Item 5. Interest in Securities of the Issuer
(a) SWRT is the direct beneficial owner, and William
Sanders is the indirect beneficial owner, of 1,101,000 Common
Shares, which represents (i) the sum of (x) 501,000 Common Shares
purchased by SWRT pursuant to the Agreement for Sale of Stock
referred to in Item 5(c) below and (y) 600,000 Common Shares
issuable upon conversion of the Series A Preferred Shares which
SWRT is entitled to purchase upon exercise of the Option, and
(ii) 19.07% of the Common Shares outstanding as of February 22,
1990 (assuming that Common Shares issuable upon conversion of the
Series A Preferred Shares are outstanding).
(b) SWRT directly has, and William D. Sanders indirectly
has, the sole power to vote 1,101,000 Common Shares; however,
such shares include 600,000 Common Shares issuable upon
conversion of the Series A Preferred Shares which the filing
person shall receive upon exercise of the Option.
(c) 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.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer
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.
Item 7. Material to Be Filed as Exhibits
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, a Delaware
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.
SCHEDULE I
Set forth below are the name and positions held with SWRT of
each of SWRT's executive officers and directors. The principal
occupation or employment of each such person is set forth in the
right hand column.
Sanders Partners Incorporated is engaged in the business of
investment. LaSalle Partners Limited is a national real estate
organization.
William D. Sanders
Director of SWRT
Chairman Emeritus, LaSalle Partners Limited
11 South LaSalle Street
Suite 200
Chicago, Illinois 60603
Robert A. Kritt
President, Secretary and
Director of SWRT
Vice President, Sanders Partners Incorporated
11 South LaSalle Street
Suite 2300
Chicago, Illinois 60603
This Amendment No. 1, dated March 5, 1990, to a Schedule
13D, dated March 1, 1990, filed by SWRT Incorporated, a Delaware
corporation ("SWRT") and Mr. William D. Sanders ("Sanders") on
March 2, 1990, relates to Shares of Beneficial Interest, par
value $1.00 per share (the "Common Shares") of Property Trust of
America, a real estate investment trust organized under the laws
of Maryland ("Property Trust"), and is being filed pursuant to
Rule 13d-2 of the Securities Exchange Act of 1934, as amended.
Item 4. Purpose of Transaction.
Item 4 is amended supplementally as follows:
On March 3, 1990, Property Trust advised SWRT and Sanders
that it had elected not to exercise its rights 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.
This Amendment No. 2, dated March 8, 1990, to a Schedule
13D, dated March 1, 1990, filed by SWRT Incorporated, a Delaware
corporation ("SWRT") and Mr. William D. Sanders ("Sanders") on
March 2, 1990 (the "Original 13D"), and amended on March 5, 1990,
relates to Shares of Beneficial Interest, par value $1.00 per
share (the "Common Shares") of Property Trust of America, a real
estate investment trust organized under the laws of Maryland, and
is being filed by SWRT and Sanders pursuant to Rule 13d-2 of the
Securities Exchange Act of 1934, as amended.
Item 3. Source and Amount of Funds or Other
Considerations.
Item 3 is amended supplementally as follows:
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) in $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.
Item 5. Interest in Securities of the Issuer.
Item 5(a) is hereby amended supplementally as follows:
SWRT is the direct beneficial owner, and Sanders is the
indirect beneficial owner, of 1,488,100 Common Shares which
represents (i) the sum of (x) 888,100 Common Shares purchased by
SWRT through the transactions described in Item 5(c) of the
Original 13D and of this Amendment, plus (y) 600,000 Common
Shares issuable upon conversion of the Series A Preferred Shares
which SWRT is entitled to purchase upon exercise of the Option
described in Item 4 of the Original 13D and (ii) 25.77% of the
Common Shares outstanding as of February 22, 1990 (assuming that
Common Shares issuable upon conversion of the Series A Preferred
Shares are outstanding).
Item 5(b) is hereby amended supplementally as follows:
SWRT directly has, and Sanders indirectly has, the sole
power to vote 1,488,100 Common Shares; however, such shares
include 600,000 Common Shares issuable upon conversion of Series
A Preferred Shares which the filing persons shall receive upon
exercise of the Option described in Item 4 of the Original 13D.
Item 5(c) is amended supplementally as follows:
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.
This Amendment No. 3, dated March 13, 1990, to a Schedule
13D, dated March 1, 1990, filed by SWRT Incorporated, a Delaware
corporation ("SWRT") and Mr. William D. Sanders ("Sanders") on
March 2, 1990 (the "Original 13D"), and amended on March 5, 1990
and March 8, 1990, relates to Shares of Beneficial Interest, par
value $1.00 per share (the "Common Shares") of Property Trust of
America, a real estate investment trust organized under the laws
of Maryland, and is being filed by Southwest Realty Investors
Incorporated, a Delaware corporation ("Southwest"), formerly
SWRT, and by Sanders pursuant to Rule 13d-2 of the Securities
Exchange Act of 1934, as amended.
Item 2. Items 2(a)-(c) of the Original 13D are hereby
amended supplementally as follows:
On March 13, 1990, the sole shareholder and the Board of
Directors of SWRT adopted an amendment to the company's
certificate of incorporation changing its name to "Southwest
Realty Investors Incorporated". All amendments to the Original
13D filed subsequent to the date of this Amendment No. 3 will be
filed under the name Southwest Realty Investors Incorporated.
Item 5. Interest in Securities of the Issuer.
Item 5(a) is hereby amended supplementally as follows:
Southwest is the direct beneficial owner, and Sanders is the
indirect beneficial owner, of 1,488,100 Common Shares which
represent 26.24% of the Common Shares outstanding as of February
22, 1990 (assuming that Common Shares issuable upon conversion of
the Series A Preferred Shares are outstanding).
This Amendment No. 4 dated March 19, 1990, to a Schedule
13D, dated March 1, 1990, filed by Southwest Realty Investors
Incorporated, a Delaware Corporation ("Southwest") and Mr.
William D. Sanders ("Sanders") on March 2, 1990 (The "Original
13D"), and amended on March 5, 1990 and on March 8, 1990 and
March 15, 1990, relates to Shares of Beneficial Interest, par
value $1.00 per share (the "Common Shares") of Property Trust of
America a real estate investment trust organized under the laws
of Maryland, and is being filed by Southwest and Sanders pursuant
to Rule 13d-2 of the Securities Exchange Act of 1934, as amended.
Item 3. Source and Amount of Funds or Other
Considerations.
Item 3 is amended supplementally as follows:
The aggregate amount of funds which Southwest expects to
expand 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.
Item 5. Interest in Securities of the Issuer.
Item 5(a) is hereby amended supplementally as follows:
Southwest is the direct beneficial owner, and Sanders is the
indirect beneficial owner, of 1,580,700 Common Shares which
represent (i) the sum of (x) 980,700 Common Shares purchased by
Southwest through the transactions described in Item 5(c) of the
Original 13D and of the Amendments, plus (y) 600,000 Common
Shares issuable upon conversion of the Series A Preferred Shares
which Southwest is entitled to purchase upon exercise of the
Option described in Item 4 of the Original 13D, and (ii) 27.87%
of the Common Shares outstanding as of February 22, 1990
(assuming that Common Shares issuable upon conversion of the
Series A Preferred are outstanding).
Item 5(b) is hereby amended supplementally as follows:
Southwest directly has, and Sanders indirectly has, the sole
power to vote 1,580,700 Common Shares; however, such shares
include 600,000 Common Shares issuable upon conversion of Series
A Preferred Shares which the filing person would receive upon
exercise of the Option described in Item 4 of the Original 13D.
Item 5(c) is amended supplementally as follows:
On March 14, 1990, Southwest purchased, through a broker is
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.
This Amendment No. 5 dated March 23, 1990, to a Schedule
13D, dated March 1, 1990, filed by Southwest Realty Investors
Incorporated, a Delaware Corporation ("Southwest") and Mr.
William D. Sanders ("Sanders") on March 2, 1990 (The "Original
13D"), and amended on March 5, 1990 and on March 8, 1990 and
March 15, 1990 and on March 19, 1990, relates to Shares of
Beneficial Interest, par value $1.00 per share (the "Common
Shares") of Property Trust of America, a real estate investment
trust organized under the laws of Maryland, and is being filed by
Southwest and Sanders pursuant to Rule 13d-2 of the Securities
Exchange Act of 1934, as amended.
Item 3. Source and Amount of Funds or Other
Considerations.
Item 3 is amended supplementally as follows:
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 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.
Item 5. Interest in Securities of the Issuer.
Item 5(a) is hereby amended supplementally as follows:
Southwest is the direct beneficial owner, and Sanders is the
indirect beneficial owner, of 1,637,400 Common Shares which
represent (i) the sum of (x) 1,037,400 Common Shares purchased by
Southwest through the transactions described in Item 5(c) of the
Original 13D and of the Amendments, plus (y) 600,000 Common
Shares issuable upon conversion of the Series A Preferred Shares
which Southwest is entitled to purchase upon exercise of the
Option described in Item 4 of the Original 13D, and (ii) 28.87%
of the Common Shares outstanding as of February 22, 1990
(assuming that Common Shares issuable upon conversion of the
Series A Preferred Shares are outstanding).
Item 5(b) is hereby amended supplementally as follows:
Southwest directly has, and Sanders indirectly has, the sole
power to vote 1,637,400 Common Shares; however, such shares
include 600,000 Common Shares issuable upon conversion of Series
A Preferred Shares which the filing persons would receive upon
exercise of the Option described in Item 4 of the Original 13D.
Item 5(c) is amended supplementally as follows:
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).
This Amendment No. 6 dated February 11, 1991, to a Schedule
13D, dated March 1, 1990, filed by Southwest Realty Investors
Incorporated, a Delaware corporation ("Realty") and Mr. William
D. Sanders ("Sanders") on March 2, 1990 (the "Original 13D"), and
amended on March 5, 1990, March 8, 1990, March 15, 1990, March
19, 1990 and March 26, 1990 relates to Shares of Beneficial
Interest, par value $1.00 per share (the "Common Shares") of
Property Trust of America (the "Issuer"), a real estate
investment trust organized under the laws of Maryland, and is
being filed by Realty and Sanders, pursuant to Rule 13d-2 under
the Securities Exchange Act of 1934, as amended (the "Act").
Unless otherwise defined, all terms used herein shall have the
meanings set forth in the Original 13D.
Item 2. Identity and Background.
Paragraphs (a)-(f) of Item 2 are amended as shown below.
(a)-(c), (f) This statement is filed by Southwest Realty
Investors Incorporated, a Delaware corporation, William D.
Sanders and Southwest Advisors Incorporated, a Delaware
corporation.
Realty is principally engaged in the business of investing
in real estate. Realty's principal executive office and
principal business is located at 141 East Palace Avenue, Santa
Fe, New Mexico 87501. The executive officers of Realty are
Sanders, Chairman of the Board; Thomas G. Wattles ("Wattles"),
Managing Director; and Robert A. Kritt ("Kritt"), Vice President
and Secretary. The directors of Realty are Sanders, Wattles,
Kritt, and John T. Kelley, III ("Kelley"). Sanders owns
approximately 11.7% of the issued and outstanding common stock of
Realty. The filing of this statement shall not be construed as
an admission that Sanders is, for the purpose of Section 13(d) of
the Act, the beneficial owner of any securities covered by this
statement. The business address, the principal occupation or
employment and the name, principal business and address of any
corporation or other organization in which such employment is
conducted for Sanders, Wattles, Kritt and Kelley is as follows:
Sanders' business address is 141 East Palace Avenue, Santa Fe,
New Mexico 87501, he is Chairman of the Board of Southwest
Capital Group Incorporated, a Delaware corporation ("Capital"), a
company principally engaged in the business of capital
management, financial services, merchant banking and real estate,
141 East Palace Avenue, Santa Fe, New Mexico 87501; Wattles'
business address is 141 East Palace Avenue, Santa Fe, New Mexico
87501, he is Managing Director of Southwest Advisors
Incorporated, a Delaware Corporation ("Advisors"), a company
principally engaged in the business of advising and performing
real estate related services for Realty, 141 East Palace Avenue,
Santa Fe, New Mexico 87501; Kritt's business address is 141 East
Palace Avenue, Santa Fe, New Mexico 87501, he is Vice President
and Secretary of Advisors; Kelley's business address is 600
Sunland Park Drive, Building 5-Suite 500, El Paso, Texas 79912,
he is President of Kelley-Harris Company, Inc., a company
principally engaged in the real estate development, acquisition
and management businesses, 600 Sunland Park Drive, Building 5-
Suite 500, El Paso, Texas 79912. Sanders, Wattles, Kritt and
Kelley are United States citizens.
Pursuant to a Real Estate Advisory Agreement, dated as of
December 31, 1990 (the "Advisory Agreement") between Realty and
Advisors and attached hereto as Exhibit A and incorporated herein
by reference in its entirety, Advisors is a controlling person of
Realty. The executive officers of Advisors are Sanders, Chairman
of the Board; Wattles, Managing Director; and Kritt, Vice
President and Secretary. The directors of Advisors are Sanders,
Wattles, Kritt and Kelley. Advisors is a wholly owned subsidiary
of Capital. The executive officers of Capital are Sanders,
Chairman of the Board; and Kritt, Vice President and Secretary.
The directors of Capital are Sanders, John P. Frazee, Jr.
("Frazee"), Cyrus F. Freidheim ("Freidheim"), H. Laurance Fuller
("Fuller"), Ray L. Hunt ("Hunt"), Kelley, Peter S. Willmott
("Willmott") and Samuel W. Bodman ("Bodman"). The business
address, the principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted for each
director is as follows (unless previously given): Frazee is
Chairman and Chief Executive Officer of Centel Corporation, a
company principally engaged in the telecommunications business,
8725 Higgins Road, Floor 9, Chicago, Illinois 60631; Freidheim is
Vice Chairman of Booz, Allen & Hamilton, Inc., a company
principally engaged in the management consulting business, Three
First National Plaza, Floor 29, Chicago, Illinois 60602; Fuller
is President of Amoco Corporation, a company principally engaged
in the oil, chemical and energy businesses, 200 East Randolph,
Floor 30, Chicago, Illinois 60601; Hunt is Chairman, President
and Chief Executive Officer of Hunt Consolidated, Inc., a company
principally engaged in diversified investment and operating
businesses, Fountain Place, 1445 Ross at Field, Floor 14, Dallas,
Texas 75202; Willmott is Chairman and Chief Executive Officer of
Willmott Services, Inc., 980 North Michigan Avenue, Suite 1400,
Chicago, Illinois 60611, and is an investor and director of
various public and private sector entities; Bodman is Chairman
and Chief Executive Officer of Cabot Corporation, a company with
operations in energy and specialty chemicals and materials,
950 Winter Street, Waltham, Massachusetts 02254-9073. Each
individual identified in this paragraph is a United States
citizen.
(d), (e) Neither Realty nor Advisors (or, to their best
knowledge, their respective executive officers and directors and
the executive officers and directors of Capital and Advisors) nor
Sanders has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or was a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such individual was
or is 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.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended supplementally as follows:
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.
Item 4. Purpose of Transaction.
Item 4 is amended supplementally as follows:
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.
Item 5. Interest in Securities of the Issuer.
Paragraphs (a)-(d) of Item 5 are amended supplementally as
follows:
(a)-(b) Realty beneficially owns an aggregate of 1,651,100
Common Shares (including 600,000 Common Shares issuable upon
conversion of the Series A Preferred Shares which Realty is
entitled to purchase upon exercise of the Option described in
Item 4 of the Original 13D (the "Option")), constituting an
aggregate of approximately 29.1% of the 5,070,991 Common Shares
reported by the Issuer to be outstanding in its Quarterly Report
on Form 10-Q dated November 13, 1990 (the "Quarterly Report")
plus the 600,000 Common Shares issuable upon conversion of the
Series A Preferred Shares which Realty is entitled to purchase
upon exercise of the Option.
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). Accordingly, Advisors
beneficially owns 1,651,100 Common Shares (including the 600,000
Common Shares issuable upon conversion of the Series A Preferred
Shares which Realty is entitled to purchase upon exercise of the
Option), constituting an aggregate of approximately 29.1% of the
5,070,991 Common Shares reported by the Issuer to be outstanding
in the Quarterly Report plus the 600,000 Common Shares issuable
upon conversion of the Series A Preferred Shares which Realty is
entitled to purchase upon exercise of the Option. 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.
As the Chairman of the Board of each of Realty and Advisors
and as a stockholder of Realty, Sanders may be deemed to have
shared voting power and shared dispositive power with respect to
the Common Shares beneficially owned by Realty and Advisors.
Accordingly, under the Securities and Exchange Commission's
definition of Beneficial Ownership, Sanders may be deemed to
beneficially own 1,651,100 Common Shares (including the 600,000
Common Shares issuable upon conversion of the Series A Preferred
Shares which Realty is entitled to purchase upon exercise of the
Option), constituting an aggregate of approximately 29.1% of the
5,070,991 Common Shares reported by the Issuer to be outstanding
in the Quarterly Report plus the 600,000 Common Shares issuable
upon conversion of the Series A Preferred Shares which Realty is
entitled to purchase upon exercise of the Option.
As a result of the Advisory Agreement, Realty has shared
voting power and shared dispositive power with respect to the
1,651,100 Common Shares beneficially owned by it, Advisors has
shared voting power and shared dispositive power with respect to
the 1,651,100 Common Shares beneficially owned by it and, as a
result of Sanders' position with each of Realty and Advisors,
Sanders may be deemed to have shared voting power and shared
dispositive power with respect to the 1,651,100 Common Shares he
may be deemed to beneficially own.
Kelley is on the Board of Trustees of the Issuer and
beneficially owns 11,000 Common Shares (including 10,000 Common
Shares which he is entitled to purchase pursuant to the exercise
of an option granted to members of the Board of Trustees),
constituting an aggregate of approximately 0.2% of the 5,070,991
Common Shares reported by the Issuer to be outstanding in the
Quarterly Report plus the 10,000 Common Shares which Kelley is
entitled to purchase upon the exercise of his option. Kelley has
the sole power to vote and sole dispositive power with respect to
the Common Shares he beneficially owns.
To the best knowledge of Realty, Sanders and Advisors, no
other person named in Item 2 beneficially owns any Common Shares.
(c) Neither Realty nor Sanders or Advisors, and, to the
best knowledge of Realty, Sanders and Advisors, none of the
persons listed in Item 2, has effected any transaction in the
Common Shares during the past 60 days.
(d) Other than as described in this Item 5, no 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 beneficially owned by each of Realty, Advisors and
Sanders.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Item 6 is amended supplementally as follows:
Except as set forth in Items 4 and 5, 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.
Item 7. Material to be Filed as Exhibits.
The following materials are filed as exhibits to this
Amendment No. 6 to Schedule 13D:
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.
This Amendment No. 7 dated June 10, 1991, to a Schedule 13D,
dated March 1, 1990, filed by Southwest Realty Investors
Incorporated, a Delaware Corporation ("Realty") and Mr.
William D. Sanders ("Sanders") on March 2, 1990 (the "Original
13D"), and amended on March 5, 1990, March 8, 1990, March 15,
1990, March 19, 1990, March 26, 1990, and February 11, 1991
relates to Shares of Beneficial Interest, par value $1.00 per
share (the "Common Shares") of Property Trust of America (the
"Issuer"), a real estate investment trust organized under the
laws of Maryland, and is being filed by Realty, Southwest
Advisors Incorporated and Sanders, pursuant to Rule 13d-2 under
the Securities Exchange Act of 1934, as amended (the "Act").
Unless otherwise defined, all terms used herein shall have the
meanings set forth in the Original 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended supplementally as follows:
The rights to acquire additional shares were received as a
dividend pursuant to a rights offering.
Item 4. Purpose of Transaction.
Item 4 is amended supplementally as follows:
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.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended supplementally as follows:
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.
Item 7. Materials to be Filed as Exhibits.
The following materials are filed as exhibits to this
Amendment No. 7 to Schedule 13D:
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.
This Amendment No. 8 dated June 10, 1991, to a Schedule 13D,
dated March 1, 1990, filed by Southwest Realty Investors
Incorporated, a Delaware Corporation ("Realty") and Mr.
William D. Sanders ("Sanders") on March 2, 1990 (the "Original
13D"), and amended on March 5, 1990, March 8, 1990, March 15,
1990, March 19, 1990, March 26, 1990, February 11, 1991, and
June 10, 1991 relates to Shares of Beneficial Interest, par value
$1.00 per share (the "Common Shares") of Property Trust of
America (the "Issuer"), a real estate investment trust organized
under the laws of Maryland, and is being filed by Realty,
Southwest Advisors Incorporated and Sanders, pursuant to Rule
13d-2 under the Securities Exchange Act of 1934, as amended (the
"Act"). Unless otherwise defined, all terms used herein shall
have the meanings set forth in the Original 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended supplementally as follows:
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. 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.
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.
Item 4. Purpose of Transaction.
Item 4 is amended supplementally as follows:
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.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended supplementally as follows:
(a)-(b) 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.
As a result of Realty's acquisition of 720,000 Common Shares
of the Issuer as set forth above, Realty beneficially owns an
aggregate of 1,771,100 Common Shares of the Issuer, constituting
approximately 22.2% of the 7,986,488 Common Shares of the Issuer
outstanding.
Pursuant to the terms of the Advisory Agreement as referred
to in Item 2 of Amendment Number 6 dated February 11, 1991 of the
Original 13D, 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). Accordingly,
Advisors beneficially owns 1,771,100 Common Shares, constituting
an aggregate of approximately 22.2% of the 7,986,488 Common
Shares of the Issuer to be outstanding.
As the Chairman of the Board of each of Realty and Advisors
and as a stockholder of Realty, Sanders may be deemed to have
shared voting power and shared dispositive power with respect to
the Common Shares beneficially owned by Realty and Advisors.
Accordingly, under the Securities and Exchange Commission's
definition of Beneficial Ownership, Sanders may be deemed to
beneficially own 1,771,100 Common Shares, constituting an
aggregate of approximately 22.2% of the 7,986,488 Common Shares
of the Issuer outstanding.
As a result of the Advisory Agreement, Realty has shared
voting power and shared dispositive power with respect to the
1,771,100 Common Shares beneficially owned by it, Advisors has
shared voting power and shared dispositive power with respect to
the 1,771,100 Common Shares beneficially owned by it and, as a
result of Sanders' position with each of Realty and Advisors,
Sanders may be deemed to have shared voting power and shared
dispositive power with respect to the 1,771,100 Common Shares he
may be deemed to beneficially own.
Willmott beneficially owns 3,000 Common Shares constituting
an aggregate of approximately .04% of the 7,986,488 Common Shares
of the Issuer outstanding. Hunt personally beneficially owns
9,200 Common Shares and through Hunt Securities Corporation
beneficially owns 37,800 Common Shares constituting together
47,000 Common Shares which constitute an aggregate of
approximately .6% of the 7,986,488 Common Shares of the Issuer
outstanding.
To the best knowledge of Realty, Sanders and Advisors, no
other person named in Item 2 beneficially owns any Common Shares.
(c) Except as set forth above, neither Realty nor Sanders
nor Advisors, and, to the best knowledge of Realty, Sanders and
Advisors, none of the persons listed in Item 2, has effected any
transaction in the Common Shares during the past 60 days.
(d) Other than as described in this Item 5, no 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 beneficially owned by each of Realty, Advisors and
Sanders.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Item 6 is amended supplementally as follows:
Except as set forth in Items 4 and 5 above, 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.
This Amendment No. 9 dated October 8, 1991, to a Schedule
13D, dated March 1, 1990, filed by Southwest Realty Investors
Incorporated, a Delaware corporation ("Realty") and Mr.
William D. Sanders ("Sanders") on March 2, 1990 (the "Original
13D"), and amended on March 5, 1990, March 8, 1990, March 15,
1990, March 19, 1990, March 26, 1990, February 11, 1991, June 10,
1991 and June 20, 1991, relates to Shares of Beneficial Interest,
par value $1.00 per share (the "Shares") of Property Trust of
America (the "Issuer"), a real estate investment trust organized
under the laws of Maryland, and is being filed by Realty,
Southwest Advisors Incorporated and Sanders, pursuant to Rule
13d-2 under the Securities Exchange Act of 1934, as amended (the
"Act"). Unless otherwise defined, all terms used herein shall
have the meanings set forth in the Original 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended supplementally as follows:
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.
Item 4. Purpose of Transaction.
Item 4 is amended supplementally as follows:
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.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended supplementally as follows:
(a)-(b) 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.
As a result of Realty's acquisition of 30,000 Shares of the
Issuer as set forth above, Realty beneficially owns an aggregate
of 1,801,100 Shares of the Issuer, constituting approximately
22.6% of the Shares of the Issuer outstanding.
Pursuant to the terms of the Advisory Agreement as referred
to in Item 2 of Amendment Number 6 dated February 11, 1991 of the
Original 13D, 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). Accordingly,
Advisors beneficially owns 1,801,100 Shares, constituting an
aggregate of approximately 22.6% of the Shares of the Issuer to
be outstanding.
As the Chairman of the Board of each of Realty and Advisors
and as a stockholder of Realty, Sanders may be deemed to have
shared voting power and shared dispositive power with respect to
the Shares beneficially owned by Realty and Advisors.
Accordingly, under the Act's definition of Beneficial Ownership,
Sanders may be deemed to beneficially own 1,801,100 Shares,
constituting an aggregate of approximately 22.6% of the Shares of
the Issuer outstanding.
As a result of the Advisory Agreement, Realty has shared
voting power and shared dispositive power with respect to the
1,801,100 Shares beneficially owned by it, Advisors has shared
voting power and shared dispositive power with respect to the
1,801,100 Shares beneficially owned by it and, as a result of
Sanders' position with each of Realty and Advisors, Sanders may
be deemed to have shared voting power and shared dispositive
power with respect to the 1,801,100 Shares he may be deemed to
beneficially own.
To the knowledge of Realty, Sanders and Advisors, no other
person named in Item 2 beneficially owns any Shares.
(c) Except as set forth above, neither Realty nor Sanders
nor Advisors, and, to the best knowledge of Realty, Sanders and
Advisors, none of the persons listed in Item 2, has effected any
transaction in the Shares during the past 60 days.
(d) Other than as described in this Item 5, no 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
Shares beneficially owned by each of Realty, Advisors and
Sanders.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Item 6 is amended supplementally as follows:
Except as set forth in Items 4 and 5 above, 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.
This Amendment No. 10 dated November 12, 1991, to a Schedule
13D, dated March 1, 1990, filed by Southwest Realty Investors
Incorporated, a Delaware corporation ("Realty") and Mr.
William D. Sanders ("Sanders") on March 2, 1990 (the "Original
13D"), 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, and October 8, 1991 relates to Shares of
Beneficial Interest, par value $1.00 per share (the "Shares") of
Property Trust of America (the "Issuer"), a real estate
investment trust organized under the laws of Maryland, and is
being filed by Realty, Southwest Advisors Incorporated and
Sanders, pursuant to Rule 13d-2 under the Securities Exchange Act
of 1934, as amended (the "Act"). Unless otherwise defined, all
terms used herein shall have the meanings set forth in the
Original 13D.
Item 3. Source and Amount of Funds or Other Considerations.
Item 3 is amended supplementally as follows:
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 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.
Item 4. Purpose of Transaction.
Item 4 is amended supplementally as follows:
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.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended supplementally as follows:
(a)-(b) Realty beneficially owns an aggregate of 1,801,100
Shares of the Issuer, constituting approximately 22.6% of the
Shares of the Issuer outstanding.
Pursuant to the terms of the Advisory Agreement as referred
to in Item 2 of Amendment Number 6 dated February 11, 1991 of the
Original 13D, 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). Accordingly,
Advisors beneficially owns 1,801,100 Shares, constituting an
aggregate of approximately 22.6% of the Shares of the Issuer to
be outstanding.
As the Chairman of the Board of each of Realty and Advisors
and as a stockholder of Realty, Sanders may be deemed to have
shared voting power and shared dispositive power with respect to
the Shares beneficially owned by Realty and Advisors.
Accordingly, under the Act's definition of Beneficial Ownership,
Sanders may be deemed to beneficially on 1,801,100 Shares,
constituting an aggregate of approximately 22.6% of the Shares of
the Issuer outstanding.
As a result of the Advisory Agreement, Realty has shared
voting power and shared dispositive power with respect to the
1,801,100 Shares beneficially owned by it, Advisors has shared
voting power and shared dispositive power with respect to the
1,801,100 Shares beneficially owned by it and, as a result of
Sanders' position with each of Realty and Advisors, Sanders may
be deemed to have shared voting power and shared dispositive
power with respect to the 1,801,100 Shares he may be deemed to
beneficially own.
To the knowledge of Realty, Sanders and Advisors, no other
person named in Item 2 beneficially owns any Shares.
(c) Except as set forth above, neither Realty nor Sanders
nor Advisors, and, to the best knowledge of Realty, Sanders and
Advisors, none of the persons listed in Item 2, has effected any
transaction in the Shares during the past 60 days.
(d) Other than as described in this Item 5, no 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
Shares beneficially owned by each of Realty, Advisors and
Sanders.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Item 6 is amended supplementally as follows:
Except as set forth in Items 4 and 5 above and for sales
pursuant to the Offering, 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.
This Amendment No. 11, dated December 3, 1991, to a Schedule
13D, dated March 1, 1990, filed by Southwest Realty Investors
Incorporated, a Delaware corporation ("Realty"), and Mr. William
D. Sanders ("Sanders") on March 2, 1990 (the "Original 13D"), 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 and November 8, 1991 (the Original 13D,
as so amended, referred to as the "Schedule 13D"), relates to
Shares of Beneficial Interest, par value $1.00 per share (the
"Shares"), of Property Trust of America (the "Issuer"), a real
estate investment trust organized under the laws of Maryland, and
is being filed by Realty, Southwest Advisors Incorporated
("Advisors") and Sanders, pursuant to Rule 13d-2 under the
Securities Exchange Act of 1934, as amended (the "Act"). All
capitalized terms used but not otherwise defined herein shall
have the meanings set forth in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended supplementally as follows:
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.
Item 4. Purpose of Transaction.
Item 4 is amended supplementally as follows:
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.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended supplementally as follows:
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.
As a result of Realty's acquisition of the 1,072,617 Shares
of the Issuer, Realty beneficially owns an aggregate of 2,873,717
Shares of the Issuer, constituting approximately 21.8% of the
Shares of the Issuer outstanding.
Pursuant to the 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). Accordingly, Advisors and Realty have
shared voting and dispositive power with respect to the Shares
owned by Realty.
As a result of Sanders' position with each of Realty and
Advisors, Sanders may be deemed to have shared voting and
dispositive power with respect to the Shares he may be deemed to
own. Sanders has sole voting power with respect to the 100,000
Shares purchased by him pursuant to the Offering. Accordingly,
Sanders may be deemed to own approximately 2,973,717 Shares of
the Issuer, constituting approximately 22.6% of the Shares of the
Issuer outstanding.
Except as set forth above or as previously reported, neither
Realty nor Sanders nor Advisors, and, to the best knowledge of
Realty, Sanders and Advisors, none of the persons listed in Item
2, has effected any transactions in the Shares during the past 60
days.
Other than as described in this Item 5, no 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 Shares
beneficially owned by each of Realty, Advisors and Sanders.
This Amendment No. 12, dated April 23, 1992, to a Schedule
13D, dated March 1, 1990, filed by Southwest Realty Investors
Incorporated, a Delaware corporation ("Realty"), and Mr. William
D. Sanders ("Sanders") on March 2, 1990 (the "Original 13D"), 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 and December 3, 1991
(the Original 13D, as so amended, referred to as the "Schedule
13D"), relates to Shares of Beneficial Interest, par value $1.00
per share (the "Shares"), of Property Trust of America (the
"Issuer"), a real estate investment trust organized under the
laws of Maryland, and is being filed by Realty, Southwest
Advisors Incorporated ("Advisors") and Sanders, pursuant to Rule
13d-2 under the Securities Exchange Act of 1934, as amended (the
"Act"). All capitalized terms used but not otherwise defined
herein shall have the meanings set forth in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and
supplemented as follows:
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.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and
supplemented as follows:
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.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and
supplemented as follows:
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.
As a result of Realty's acquisition of the 1,300,000 Shares
of the Issuer, Realty beneficially owns an aggregate of 4,218,616
Shares of the Issuer, constituting approximately 20.0% of the
Shares of the Issuer outstanding at April 23, 1992.
Pursuant to 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). Accordingly, Advisors and Realty have
shared voting and dispositive power with respect to the Shares
owned by Realty.
As a result of Sanders' position with each of Realty and
Advisors, Sanders may be deemed to have shared voting and
dispositive power with respect to the Shares deemed to be owned
by Realty and Advisors. Accordingly, Sanders may be deemed to
own approximately 4,331,565 Shares of the Issuer, constituting
approximately 20.6% of the Shares of the Issuer outstanding.
Except as set forth above or as previously reported, neither
Realty nor Sanders nor Advisors, and, to the best knowledge of
Realty, Sanders and Advisors, none of the persons listed in Item
2, has effected any transactions in the Shares during the past 60
days.
Other than as described in this Item 5, no 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 Shares
beneficially owned by each of Realty, Advisors and Sanders.
This Amendment No. 13, dated September 8, 1992, to a
Schedule 13D, dated March 1, 1990, filed by Security Capital
Realty Investors Incorporated, a Delaware corporation ("Realty"),
and Mr. William D. Sanders ("Sanders") on March 2, 1990 (the
"Original 13D"), 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 and April 23, 1992 (the Original 13D, as
so amended, referred to as the "Schedule 13D"), relates to Shares
of Beneficial Interest, par value $1.00 per share (the "Shares"),
of Property Trust of America (the "Issuer"), a real estate
investment trust organized under the laws of Maryland, and is
being filed by Realty, Security Capital Realty Advisors
Incorporated ("Advisors") and Sanders, pursuant to Rule 13d-2
under the Securities Exchange Act of 1934, as amended (the
"Act"). All capitalized terms used but no otherwise defined
herein shall have the meanings set forth in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and
supplemented as follows:
Realty will use general corporate funds to purchase the
Shares referred to in Item 4 below.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and
supplemented as follows:
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.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Item 6 is amended and supplemented as follows:
Except as set forth in Item 4 above and for sales pursuant
to the Rights Offering, there are no contracts, arrangements or
understandings or relationships (legal or otherwise) among the
persons named in Item 2 and between such persons and any person
with respect to securities of the Issuer.
This Amendment No. 14, dated September 10, 1992, to a
Schedule 13D, dated March 1, 1990, filed by Security Capital
Realty Investors Incorporated, a Delaware corporation ("Realty"),
and Mr. William D. Sanders ("Sanders") on March 2, 1990 (the
"Original 13D"), 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 and September 8, 1992 (the
Original 13D, as so amended, referred to as the "Schedule 13D"),
relates to Shares of Beneficial Interest, par value $1.00 per
share (the "Shares"), of Property Trust of America (the
"Issuer"), a real estate investment trust organized under the
laws of Maryland, and is being filed by Realty, Security Capital
Realty Advisors Incorporated ("Advisors") and Sanders, pursuant
to Rule 13d-2 under the Securities Exchange Act of 1934, as
amended (the "Act"). All capitalized terms used but not
otherwise defined herein shall have the meanings set forth in the
Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and
supplemented as follows:
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.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and
supplemented as follows:
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.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and
supplemented as follows:
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.
As a result of Realty's acquisition of the 130,622 Shares,
Realty beneficially owns an aggregate of 4,349,237 Shares of the
Issuer, representing approximately 21.1% of the Issuer's Shares
outstanding at September 4, 1992.
Pursuant to 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). Accordingly, Advisors and Realty have
shared voting and dispositive power with respect to the Shares
owned by Realty.
As a result of Sanders' position with each of Realty and
Advisors, Sanders may be deemed to have shared voting and
dispositive power with respect to the Shares deemed to be owned
by Realty and Advisors. Accordingly, Sanders may be deemed to
own approximately 4,462,186 Shares of the Issuer, constituting
approximately 21.6% of the Shares of the Issuer outstanding.
Except as set forth above or as previously reported, neither
Realty nor Sanders nor Advisors, and, to the best knowledge of
Realty, Sanders and Advisors, none of the persons listed in Item
2, has effected any transactions in the Shares during the past 60
days.
Other than as described in this Item 5, no 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 Shares
beneficially owned by each of Realty, Advisors and Sanders.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Item 6 is amended and supplemented as follows:
Except as set forth in Item 5 above and except as previously
reported, there are no contracts, arrangements or understandings
or relationships (legal or otherwise) among the persons named in
Item 2 and between such persons and any person with respect to
securities of the Issuer.
This Amendment No. 15, dated November 9, 1992, to a Schedule
13D, dated March 1, 1990, filed by Security Capital Realty
Investors Incorporated, a Delaware corporation ("Realty"), and
Mr. William D. Sanders ("Sanders") on March 2, 1990 (the
"Original 13D"), 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 and
September 10, 1992 (the Original 13D, as so amended, referred to
as the "Schedule 13D"), relates to Shares of Beneficial Interest,
par value $1.00 per share (the "Shares"), of Property Trust of
America (the "Issuer"), a real estate investment trust organized
under the laws of Maryland, and is being filed by Realty,
Security Capital Realty Advisors Incorporated ("Advisors") and
Sanders, pursuant to Rule 13d-2 under the Securities Exchange Act
of 1934, as amended (the "Act"). All capitalized terms used but
not otherwise defined herein shall have the meanings set forth in
the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and
supplemented as follows:
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.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and
supplemented as follows:
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.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and
supplemented as follows:
As a result of Realty's acquisition of the 2,277,457 Shares
acquired in the Rights Offering and the 74,900 Shares acquired in
open market purchases, Realty beneficially owns an aggregate of
6,701,594 Shares of the Issuer, representing approximately 24.99%
of the Issuer's Shares outstanding at October 22, 1992.
Pursuant to 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). Accordingly, Advisors and Realty have
shared voting and dispositive power with respect to the Shares
owned by Realty.
As a result of Sanders' acquisition of the 33,206 Shares,
Sanders has sole voting power with respect to 194,006 Shares of
the Issuer. As result of Sanders' position with each of Realty
and Advisors, Sanders may be deemed to have shared voting and
dispositive power with respect to the Shares deemed to be owned
by Realty and Advisors. Accordingly, Sanders may be deemed to
own approximately 6,895,600 Shares of the Issuer, constituting
approximately 25.72% of the Shares of the Issuer outstanding.
Except as set forth above or as previously reported, neither
Realty nor Sanders nor Advisors, and, to the best knowledge of
Realty, Sanders and Advisors, none of the persons listed in Item
2, has effected any transactions in the Shares during the past 60
days.
Other than as described in this Item 5, no 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 Shares
beneficially owned by each of Realty, Advisors and Sanders.
This Amendment No. 16, dated January 18, 1993, to a Schedule
13D, dated March 1, 1990, filed by Security Capital Realty
Investors Incorporated, a Delaware corporation ("Realty"), and
Mr. William D. Sanders ("Sanders") on March 2, 1990 (the
"Original 13D"), 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 and November 9, 1992 (the Original 13D, as so
amended, referred to as the "Schedule 13D"), relates to Shares of
Beneficial Interest, par value $1.00 per share (the "Shares"), of
Property Trust of America (the "Issuer"), a real estate
investment trust organized under the laws of Maryland, and is
being filed by Realty, Security Capital Realty Advisors
Incorporated ("Advisors") and Sanders, pursuant to Rule 13d-2
under the Securities Exchange Act of 1934, as amended (the
"Act"). All capitalized terms used but not otherwise defined
herein shall have the meanings set forth in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and
supplemented as follows:
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.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and
supplemented as follows:
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.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and
supplemented as follows:
As a result of Realty's acquisition of the 58,612 Shares
acquired under the Issuer's Dividend Reinvestment and Share
Purchase Plan, Realty beneficially owns an aggregate of 6,760,206
Shares of the Issuer, representing approximately 25.01% of the
Issuer's Shares outstanding at December 31, 1992.
Pursuant to 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). Accordingly, Advisors and Realty have
shared voting and dispositive power with respect to the Shares
owned by Realty.
As a result of Sanders' acquisition of the 1,564 Shares
pursuant to the Issuer's Dividend Reinvestment and Share Purchase
Plan, Sanders has sole voting power with respect to 195,570
Shares of the Issuer. As result of Sanders' position with each
of Realty and Advisors, Sanders may be deemed to have shared
voting and dispositive power with respect to the Shares deemed to
be owned by Realty and Advisors. Accordingly, Sanders may be
deemed to own approximately 6,955,776 Shares of the Issuer,
constituting approximately 25.73% of the Shares of the Issuer
outstanding.
Except as set forth above or as previously reported, neither
Realty nor Sanders nor Advisors, and, to the best knowledge of
Realty, Sanders and Advisors, none of the persons listed in Item
2, has effected any transactions in the Shares during the past 60
days.
Other than as described in this Item 5, no 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 Shares
beneficially owned by each of Realty, Advisors and Sanders.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Item 6 is amended and supplemented as follows:
Except as set forth in Items 4 and 5 above and except as
previously reported, there are no contracts, arrangements or
understandings or relationships (legal or otherwise) among the
persons named in Item 2 and between such persons and any person
with respect to securities of the Issuer.
This Amendment No. 17, dated February 17, 1993, to a
Schedule 13D, dated March 1, 1990, filed by Security Capital
Realty Investors Incorporated, a Delaware corporation ("Realty"),
and Mr. William D. Sanders ("Sanders") on March 2, 1990 (the
"Original 13D"), 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 and January 18, 1993 (the
Original 13D, as so amended, referred to as the "Schedule 13D"),
relates to Shares of Beneficial Interest, par value $1.00 per
share (the "Shares"), of Property Trust of America (the
"Issuer"), a real estate investment trust organized under the
laws of Maryland, and is being filed by Realty, Security Capital
Realty Advisors Incorporated ("Advisors") and Sanders, pursuant
to Rule 13d-2 under the Securities Exchange Act of 1934, as
amended (the "Act"). All capitalized terms used but not
otherwise defined herein shall have the meanings set forth in the
Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and
supplemented as follows:
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.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and
supplemented as follows:
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.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and
supplemented as follows:
As a result of the acquisition of the 84,500 Shares pursuant
to the Dividend Reinvestment Plan, and Realty's acquisition of
the 1,500,000 Shares pursuant to the Purchase Agreement, Realty
beneficially owns an aggregate of 8,344,706 Shares of the Issuer,
representing approximately 24.28% of the Issuer's Shares
outstanding at February 16, 1993 (after giving effect to the
offering).
Pursuant to 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). Accordingly, Advisors and Realty have
shared voting and dispositive power with respect to the Shares
owned by Realty.
As a result of Sanders' acquisition of the 1,358 Shares
pursuant to the Dividend Reinvestment Plan, Sanders has sole
voting power with respect to 196,928 Shares of the Issuer. As
result of Sanders' position with each of Realty and Advisors,
Sanders may be deemed to have shared voting and dispositive power
with respect to the Shares deemed to be owned by Realty and
Advisors. Accordingly, Sanders may be deemed to own
approximately 8,541,634 Shares of the Issuer, constituting
approximately 24.86% of the Shares of the Issuer outstanding.
Except as set forth above or as previously reported, neither
Realty nor Sanders nor Advisors, and, to the best knowledge of
Realty, Sanders and Advisors, none of the persons listed in Item
2, has effected any transactions in the Shares during the past 60
days.
Other than as described in this Item 5, no 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 Shares
beneficially owned by each of Realty, Advisors and Sanders.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Item 6 is amended and supplemented as follows:
Except as set forth in Items 4 and 5 above and except as
previously reported, there are no contracts, arrangements or
understandings or relationships (legal or otherwise) among the
persons named in Item 2 and between such persons and any person
with respect to securities of the Issuer.
This Amendment No. 18 (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 and
February 17, 1993 (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 is hereby amended and restated in its
entirety as follows:
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
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 sate 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. Laurance Fuller;
(b) Business Address: 200 East Randolph Drive, Chicago, IL
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, TX 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, IL 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, MA 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.
Item 3. Source and Amount of Funds of Other Consideration.
Item 3 of the 13D is hereby amended and supplemented as
follows:
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.
Item 4. Purpose of Transaction.
Item 4 of the 13D is hereby amended and supplemented as
follows:
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.
Item 5. Interest in Securities of Issuer.
Item 5 of the 13D is hereby amended and supplemented as
follows:
(a),(b) To the filing persons' belief, the following table
sets forth the beneficial ownership of Common Shares for each
person named in Item 2 at the date of this Amendment. 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 of or direct the disposition of
such Common Shares.
<TABLE>
<CAPTION>
Common Shares Percent of All
Person Beneficially Owned Common Shares
________ ___________________ _____________
<S> <C> <C>
Security Capital Realty Incorporated...... 12,024,391 26.9%
SECAP REALTY Incorporated(1) <FN>......... 12,024,391 26.9%
Security Capital Group Incorporated(1) <FN> 12,024,391 26.9%
William D. Sanders(1) <FN>................ 12,225,856 27.4%
C. Ronald Blankenship..................... 17,773 *
James C. Potts............................ 3,500 *
Thomas G. Wattles......................... 6,857 *
Samuel W. Bodman.......................... 0 *
John P. Frazee, Jr........................ 0 *
Cyrus F. Freidheim, Jr.................... 0 *
H. Laurance Fuller........................ 0 *
Ray L. Hunt............................... 455,269 1.0%
John T. Kelley, III....................... 0 *
Peter S. Willmott......................... 50,000 *
Stephen T. Clark.......................... 0 *
_____________________
* less than 1%
<FN> (1) 12,024,391 of these Common Shares are owned of record
by Security Capital Realty Incorporated. SECAP REALTY
Incorporated, a wholly owned subsidiary of Security
Capital Group Incorporated, is the REIT manager of
Security Capital Realty Incorporated. SECAP REALTY
Incorporated and Security Capital Group Incorporated
may therefore be deemed to share voting and dispositive
power with respect to these Common Shares. Mr. Sanders
may also be deemed to beneficially own these Common
Shares, because he may be deemed to share voting and
dispositive power with respect to all shares owned by
Security Capital Realty Incorporated. Security Capital
Realty Incorporated and Mr. Sanders intend to play a
major role in the direction of PTR for the purpose of
maximizing the value of PTR.
</TABLE>
(c) 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 $879,000.
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.
(d) 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
listed in the above tables.
(e) No person filing this statement has ceased to be a
beneficial owner of more than five percent of the Common Shares.
Item 7. Material to Be Filed as Exhibits.
A written agreement relating to the filing of the joint
acquisition statement is filed as Exhibit A hereto.
This Amendment No. 19 (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 and March 31, 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 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Item 6 of the 13D is hereby amended and supplemented as
follows:
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.
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.
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 is hereby amended and supplemented to add
the following person as a person enumerated in Instruction C to
this statement as an executive officer of a person filing this
statement:
17. (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 is hereby amended and supplemented as
follows:
The purchases specified in Item 5(c) below were made from
general corporate funds.
Item 4. Purpose of Transaction.
Item 4 of the 13D is hereby amended and supplemented as
follows:
(a) 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 is hereby amended and supplemented as
follows:
(a),(b) 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.
<TABLE>
<CAPTION>
Common Shares Percent of All
Person Beneficially Owned Common Shares
________ __________________ ______________
<S> <C> <C>
Security Capital Realty Incorporated....... 15,462,367 30.7%
SECAP REALTY Incorporated(1)<FN>........... 15,462,367 30.7%
Security Capital Group Incorporated(1) <FN> 15,462,367 30.7%
William D. Sanders(1)<FN>.................. 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. Laurance 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%
<FN> (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.
</TABLE>
(c) 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) 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) No person filing this statement has ceased to be a
beneficial owner of more than five percent of the Common Shares.
Item 7. Material to Be Filed as Exhibits.
A written agreement relating to the filing of the joint
acquisition statement is filed as Exhibit A hereto.
This Amendment No. 21 (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, July 12, 1994 and August 25,
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"), the principal executive offices of which are at 7777
Market Center Drive, El Paso, Texas 79912.
Item 2. Identity and Background.
Item 2 of the 13D is hereby amended and supplemented to add
the following person as a person enumerated in Instruction C to
this statement as an executive officer of a person filing this
statement:
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 is hereby amended and supplemented as
follows:
REALTY's purchases specified in Item 5(c) below were made
from general corporate funds and from funds borrowed under
REALTY's two-year, $200 million revolving credit line with Wells
Fargo Realty Advisors Funding Inc., as agent bank, and the total
amount of such purchases was $73,788,642. Sanders' purchase was
made from personal funds and the amount of such purchase was
$2,523.
Item 4. Purpose of Transaction.
Item 4 of the 13D is hereby amended and supplemented as
follows:
(a) 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 is hereby amended and supplemented as
follows:
(a), (b) Including the acquisitions referred to in Item
5(c) below, REALTY currently owns 16,067,289 Common Shares, which
represents 31.9% of the outstanding Common Shares. SECAP Realty
Incorporated ("SECAP"), Security Capital Group Incorporated
("GROUP") and Sanders may be deemed to beneficially own the
Common Shares owned by REALTY. In addition, Sanders owns
directly or beneficially through other persons and entities
191,742 Common Shares (0.4% of all Common Shares).
(c) 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
3,321,098 Common Shares in PTR's public rights offering, which
closed on August 16, 1994, at a price of $18.25 per Common Share;
(ii) Sanders purchased approximately 144 Common Shares on
August 12, 1994 pursuant to PTR's dividend reinvestment plan at a
price of $17.518 per Common Share; and (iii) REALTY made the
following open market purchases of Common Shares on the dates and
at the prices per Common Share indicated (excluding commission
costs of approximately $0.08 per Common Share): (1) 10,000 and
30,000 Common Shares on August 17, 1994 at prices of $17.875 and
$17.75 per Common Share, respectively; (2) 21,600 Common Shares
on August 18, 1994 at a price of $17.75 per Common Share;
(3) 10,000 Common Shares on August 19, 1994 at a price of $17.875
per Common Share; (4) 5,500 Common Shares on August 22, 1994 at a
price of $17.625 per Common Share; (5) 10,300 Common Shares on
August 23, 1994 at a price of $17.75 per Common Share; (6) 27,300
and 18,500 Common Shares on August 24, 1994 at prices of $17.75
and $17.625 per Common Share, respectively; (7) 10,000 and 1,000
Common Shares on August 25, 1994 at prices of $17.750 and $17.625
per Common Share, respectively; (8) 10,000 Common Shares on
August 26, 1994 at a price of $17.75 per Common Share; (9) 1,800
Common Shares on August 29, 1994 at a price of $17.75 per Common
Share; (10) 600 Common Shares on August 30, 1994 at a price of
$18.00 per Common Share; (11) 7,300 Common Shares on August 31,
1994 at a price of $17.875 per Common Share; (12) 37,500 and
25,200 Common Shares on September 1, 1994 at prices of $17.875
and $18.00 per Common Share, respectively; (13) 7,800 Common
Shares on September 7, 1994 at a price of $18.125 per Common
Share; and (14) 5,000 and 275,000 Common Shares on September 26,
1994 at prices of $17.875 and $18.125 per Common Share,
respectively. SECAP, GROUP and Sanders may be deemed to
beneficially own such Common Shares.
Item 7. Material to Be Filed as Exhibits.
A written agreement relating to the filing of the joint
acquisition statement is filed as Exhibit A hereto.
This Amendment No. 22 (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, July 12, 1994, August 25, 1994
and October 7, 1994 (as so amended, the "13D").
Item 1. Security and Issuer.
This Amendment relates to common Shares of Beneficial
Interest, $1.00 par value per share (the "Common Shares"), of
Property Trust of America, a Maryland real estate investment
trust ("PTR"), the principal executive offices of which are at
7777 Market Center Avenue, El Paso, Texas 79912.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the 13D is hereby amended and supplemented as
follows:
The source and amount of consideration for the Common Shares
that REALTY and Sanders would receive pursuant to the merger of
Security Capital Pacific Incorporated, a Maryland corporation
("PACIFIC"), with and into PTR are the 13,528,825 and 15,000
shares of PACIFIC common stock that REALTY and Sanders
respectively own, which will be converted into 8,266,112 and
9,165 Common Shares, respectively, pursuant to the merger.
The source and amount of consideration for up to 3,053,435
Common Shares that REALTY has agreed to purchase in PTR's
proposed subscription offering is up to $50 million of cash from
REALTY's working capital or from funds borrowed under REALTY's
revolving line of credit with Wells Fargo, as agent bank.
The source and amount of consideration for the 163 Common
Shares beneficially acquired by Sanders on November 14, 1994
pursuant to PTR's dividend reinvestment and share purchase plan
was $2,559 cash representing reinvested dividends.
Item 4. Purpose of Transaction.
The purpose of the merger of PACIFIC with and into PTR is,
in general, to provide PACIFIC's shareholders with prospects for
growth in per share operating results from being part of PTR and
to provide PTR and its shareholders with entry into attractive
growing target markets in the western United States.
The purpose of PTR's proposed subscription offering is to
allow PTR's other shareholders an opportunity to purchase Common
Shares at the same price at which PACIFIC's shareholders are
acquiring Common Shares pursuant to the merger of PACIFIC with
and into PTR and to maintain PTR's current balance sheet ratios.
REALTY and Sanders may acquire additional Common Shares in
the future, both in the open market and in public offerings, in
order to maintain or increase their ownership interest in PTR.
Item 5. Interest in Securities of the Issuer.
Item 5 of the 13D is hereby amended and supplemented as
follows:
(a),(b) REALTY owns 16,070,289 Common Shares, representing
31.9% of the outstanding Common Shares. Sanders may be deemed to
beneficially own all of the Common Shares owned by REALTY, and in
addition Sanders beneficially owns 191,905 Common Shares directly
and through family entities and his children. Thus, Sanders
beneficially owns an aggregate of 16,262,194 Common Shares,
representing 32.2% of the outstanding Common Shares.
(c) Sanders beneficially acquired 163 Common Shares through
the automatic reinvestment of dividends under PTR's dividend
reinvestment and share purchase plan on November 14, 1994 at a
price of $15.742 per Common Share.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Item 6 of the 13D is hereby amended and supplemented as
follows:
On December 6, 1994, PTR, PACIFIC and REALTY entered into an
Agreement and Plan of Merger providing for the merger of PACIFIC
with and into PTR. Pursuant to the terms of such agreement, each
outstanding share of PACIFIC common stock will be converted into
0.611 Common Shares. REALTY has agreed to vote all of its Common
Shares (and all of its shares of PACIFIC common stock) in favor
of the merger. REALTY and Sanders each intends to execute a
proxy giving the named executive officers of PTR the power to
vote their respective Common Shares in favor of the merger at the
special PTR shareholders meeting to be held to consider the
merger and to vote on any other matter properly presented at the
meeting according to their discretion.
Also on December 6, 1994, PTR and REALTY entered into a
supplemental investment agreement, pursuant to which REALTY has
agreed to acquire up to $50 million of Common Shares in PTR's
proposed subscription offering, which required investment would
be reduced to the extent that PTR receives subscriptions from
parties other than REALTY. The subscription offering and
REALTY's investment are conditioned upon the effectiveness of the
merger of PACIFIC with and into PTR. As consideration for
REALTY's investment, PTR has agreed to grant REALTY certain
registration rights pursuant to the supplemental investment
agreement.
Item 7. Material to Be Filed as Exhibits.
Refer to the Exhibit Index.
This Amendment No. 23 (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, July 12, 1994, August 25,
1994, October 7, 1994 and December 6, 1994 (as so amended, the
"13D").
Item 1. Security and Issuer.
This Amendment relates to common Shares of Beneficial
Interest, $1.00 par value per share (the "Common Shares"), of
Security Capital Pacific Trust, a Maryland real estate investment
trust formerly known as Property Trust of America ("PTR"), the
principal executive offices of which are at 7777 Market Center
Avenue, El Paso, Texas 79912.
Item 2. Identity and Background.
Item 2 of the 13D is hereby amended to eliminate Security
Capital Group Incorporated and SECAP Realty Incorporated as
persons filing this statement. Security Capital Group
Incorporated was merged with and into REALTY effective on January
1, 1995. SECAP Realty Incorporated, formerly a wholly owned
subsidiary of Security Capital Group Incorporated and the REIT
manager for REALTY, is in the process of being dissolved.
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the 13D is hereby amended and supplemented as
follows:
The merger of Security Capital Pacific Incorporated, a
Maryland corporation ("PACIFIC"), with and into PTR, described in
Amendment No. 22 to the 13D, was consummated on March 23, 1995.
The source and amount of consideration for the Common Shares that
REALTY and Sanders received pursuant to the merger were the
13,528,825 and 15,000 shares of PACIFIC common stock that REALTY
and Sanders respectively owned, which were converted into
8,266,112 and 9,165 Common Shares, respectively, pursuant to the
merger.
The subscription offering by PTR of its Common Shares,
described in Amendment No. 22 to the 13D, also closed on March
23, 1995. The source and amount of consideration for the
3,053,435 Common Shares that REALTY purchased in the subscription
offering (through its wholly owned subsidiary SC Realty
Incorporated), was $50 million of cash from funds borrowed under
SC Realty Incorporated's revolving line of credit with Wells Fargo,
as agent bank.
Item 4. Purpose of Transaction.
REALTY and Sanders may acquire additional Common Shares in
the future, both in the open market and in public offerings, in
order to maintain or increase their ownership interest in PTR.
Item 5. Interest in Securities of the Issuer.
Item 5 of the 13D is hereby amended and supplemented as
follows:
(a),(b) REALTY beneficially owns 27,389,836 Common Shares,
representing approximately 37.9% of the outstanding Common Shares,
subject to final information for the subscription offering. The
Common Shares that REALTY beneficially owns are owned directly by
SC Realty Incorporated, a wholly owned subsidiary of REALTY.
Sanders may be deemed to beneficially own all of the Common
Shares beneficially owned by REALTY, and Sanders also
beneficially owns 201,070 Common Shares directly and through
family entities and his children. Thus, Sanders may be deemed to
beneficially own an aggregate of 27,590,906 Common Shares,
representing approximately 38.1% of the outstanding Common Shares,
subject to final information for the subscription offering.
(c) REALTY and Sanders received 8,266,112 and 9,165 Common
Shares, respectively, pursuant to the merger, upon conversion of
their shares of PACIFIC common stock, at an exchange ratio of
0.611 Common Shares for each share of PACIFIC common stock.
REALTY purchased 3,053,435 Common Shares in the subscription
offering at a price of $16.375 per Common Share.
Item 7. Material to Be Filed as Exhibits.
Refer to the Exhibit Index.
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.
March 23, 1995
______________
Date
SECURITY CAPITAL REALTY 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
EXHIBIT INDEX
EXHIBIT A Agreement relating to filing of joint statement
EXHIBIT A
This Agreement is entered into by and between Security
Capital Realty Incorporated, a Maryland 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 23rd day of March, 1995.
SECURITY CAPITAL REALTY 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
