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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): MARCH 23, 1995
SECURITY CAPITAL PACIFIC TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND
(STATE OR OTHER JURISDICTION OF INCORPORATION)
1-10272
(COMMISSION FILE NUMBER)
74-6056896
(IRS EMPLOYER IDENTIFICATION NUMBER)
7777 MARKET CENTER AVENUE
EL PASO, TEXAS 79912
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)
Registrant's telephone number, including area code: (915) 877-3900
PROPERTY TRUST OF AMERICA
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 23, 1995, the shareholders of Security Capital Pacific Trust
(formerly Property Trust of America), a Maryland real estate investment trust
("PTR"), approved and adopted an Agreement and Plan of Merger, dated as of
December 6, 1994 (the "Merger Agreement"), among PTR, Security Capital Pacific
Incorporated, a Maryland corporation ("PACIFIC"), and Security Capital Group
Incorporated (which reflects the imminent name change from Security Capital
Realty Incorporated and is referred to herein as "Security Capital Group").
Pursuant to the Merger Agreement, on March 23, 1995, PACIFIC was merged with
and into PTR, PACIFIC ceased to exist as a corporation and PTR, the surviving
entity in the Merger, changed its name to "Security Capital Pacific Trust."
Pursuant to the Merger Agreement, each outstanding share of PACIFIC common
stock was converted into the right to receive 0.611 of a PTR common share.
8,468,460 PTR common shares were issued in connection with the Merger. In
addition, PTR assumed approximately $109 million of PACIFIC's liabilities.
The PACIFIC common stock is not traded on any established public trading
market. The exchange ratio was determined by dividing $10.00 (the value of a
share of PACIFIC common stock as agreed upon between PTR and PACIFIC) by
$16.375 (the closing sale price per PTR common share on the New York Stock
Exchange on December 6, 1994). The $10.00 per share amount essentially
represents PACIFIC's cost of its properties and is the same price at which
PACIFIC sold shares of its common stock in all of its prior private offerings.
PTR filed a Registration Statement (File No. 33-87184) with the Securities
and Exchange Commission covering the registration of PTR common shares to be
issued in connection with the Merger and containing a Joint Proxy/Information
Statement and Prospectus. The Registration Statement, as amended, was declared
effective on February 10, 1995.
PACIFIC had been a wholly owned subsidiary of Security Capital Group from its
inception in October 1993 through August 1994 when PACIFIC completed a private
offering of PACIFIC common stock. Prior to the Merger, Security Capital Group
owned approximately 97.6% of the outstanding shares of PACIFIC common stock. In
addition, Security Capital Group has been PTR's largest shareholder since
February 1990 and, prior to the Merger, Security Capital Group owned
approximately 31.9% of the PTR common shares. Upon completion of the Merger and
a concurrent subscription offering, Security Capital Group owned approximately
37.9% of the PTR common shares.
PACIFIC engaged in the development, acquisition, operation and long-term
ownership of multifamily properties in a six-state region of the western United
States. PACIFIC owned and operated 17 multifamily properties containing 5,579
units. PACIFIC owned or had under control land and development rights for
development of an expected 2,180 additional units. PTR will continue the
business of PACIFIC.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS:
The financial statements of the business acquired as described in
Item 2 of this report, meeting the requirements of Rule 3-05 and Rule
3-14 of Regulation S-X, have been filed previously as part of Amendment
No. 3 to the Form S-4 Registration Statement (No. 33-87184) filed by
PTR with the Commission and are incorporated herein by reference.
(b) PRO FORMA FINANCIAL INFORMATION:
The Unaudited Pro Forma Combined Financial Information required
pursuant to Article 11 of Regulation S-X, has been filed previously as
part of Amendment No. 3 to the Form S-4 Registration Statement (No. 33-
87184) filed by PTR with the Commission and is incorporated herein by
reference.
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(c) EXHIBITS:
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<S> <C>
2.1 Agreement and Plan of Merger among PTR, PACIFIC and Security Capital
Group, dated as of December 6, 1994 (Incorporated by reference to Exhibit
2.1 to PTR's Registration Statement No. 33-87184).
20.1 Joint Proxy/Information Statement and Prospectus dated February 10, 1995
(Incorporated by reference to PTR's Registration Statement No. 33-87184).
23.1 Consent of KPMG Peat Marwick LLP.
99.1 Financial Statements for PACIFIC (Incorporated by reference to PTR's
Registration Statement No. 33-87184).
99.2 Text of Press Release of PTR, dated March 23, 1995.
</TABLE>
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.
Security Capital Pacific Trust
By: /s/ William Kell
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William Kell
Vice President and Principal
Financial and Accounting
Officer
Date: March 30, 1995
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INDEX TO EXHIBITS
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<CAPTION>
SEQUENTIAL
PAGE
EXHIBIT NUMBER
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<C> <S> <C>
2.1 Agreement and Plan of Merger among PTR, PACIFIC and
Security Capital Group, dated as of December 6, 1994
(Incorporated by reference to Exhibit 2.1 to PTR's
Registration Statement No. 33-87184).
20.1 Joint Proxy/Information Statement and Prospectus dated
February 10, 1995 (Incorporated by reference to PTR's
Registration Statement No. 33-87184).
23.1 Consent of KPMG Peat Marwick LLP.
99.1 Financial Statements for PACIFIC (Incorporated by
reference to PTR's Registration Statement No. 33-87184).
99.2 Text of Press Release of PTR, dated March 23, 1995.
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Trustees and Shareholders
Security Capital Pacific Trust:
We consent to incorporation by reference in the registration statements No.
33-86444 (Form S-3), No. 33-78402 (Form S-3), No. 33-71040 (Form S-3), No. 33-
44631 (Form S-3) and No. 33-25317 (Form S-8) of Security Capital Pacific Trust
(formerly Property Trust of America) of our report dated November 22, 1994
(except as to note 8, which is as of December 6, 1994) on the financial
statements, of Security Capital Pacific Incorporated as of September 30, 1994
and December 31, 1993 and for the nine-month period ended September 30, 1994
and the period from inception (October 22, 1993) through December 31, 1993, and
the related schedule, and our reports dated December 6, 1994 on the combined
statements of revenues and certain expenses for certain multifamily properties,
each incorporated herein by reference, which reports appear in Amendment No. 3
to the Form S-4 Registration Statement (No. 33-87184) filed by Security Capital
Pacific Trust.
KPMG Peat Marwick LLP
El Paso, Texas
March 29, 1995
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PROPERTY TRUST OF AMERICA
ANNOUNCES
COMPLETION OF MERGER AND
NAME CHANGE TO SECURITY CAPITAL PACIFIC TRUST
Friday, March 24, 1995--Property Trust of America (New York Stock Exchange
Symbol: PTR) announced today that the merger of PTR with Security Capital
Pacific Incorporated (PACIFIC), a private real estate investment trust that
focuses on development and acquisition of multifamily properties in a six-state
region in the western United States, became effective March 23, 1995. The
merger was approved by holders of 80.7% of PTR's shares, with 1.4% voting
against the transaction. As a result of the merger, PTR has changed its name to
"Security Capital Pacific Trust," which gives the company an important, focused
geographic identification. Post-merger, the company will continue to trade on
the New York Stock Exchange under the symbol "PTR."
PTR Chairman C. Ronald Blankenship stated that as a result of the merger, PTR
has acquired, at PACIFIC's cost of $246.1 million, 17 existing multifamily
assets totaling 5,579 units, plus contract rights for additional acquisitions.
Mr. Blankenship stated, "The merger has also expanded PTR's target market to
include 129 additional submarkets, as a result of which PTR is well-positioned
to deploy capital in the geographic areas of the United States that are
expected to provide some of the most attractive multifamily growth
opportunities for the remainder of this decade."
R. Scot Sellers, Managing Director--Investments stated that the expanded
post-merger target market presents significant opportunities for development of
PTR's moderate income multifamily communities given the strong job growth and
rental occupancy trends in the Western region. Through the merger, PTR acquired
land and development rights owned or under control for development of an
expected 2,180 additional units in PACIFIC's target market, and PTR is
currently evaluating a number of additional potential development sites in this
region. In 1995, PTR expects to commence development of a total of 6,202 units,
of which 4,300 units will be moderate income product. PTR's moderate income
development program is an important component of its focus on long-term,
sustainable growth in per share cash flow.
Constance B. Moore, Managing Director--Operations, announced that PACIFIC's
operating people are being integrated with PTR'S management team, which has
given PTR significant additional development, acquisitions and asset management
expertise and knowledge of the Western markets. Ms. Moore also announced that
the subscription offering conducted concurrently with the merger expired at of
the close of business March 23, 1995 and will result in a minimum subscription
level of $50 million of new equity. The final results of the subscription
offering will be announced shortly.
Ms. Moore noted that the merger and concurrent subscription offering will add
substantially to PTR's equity capitalization and, as a result, PTR does not
currently plan to return to the equity capital markets. Prospectively, PTR
plans to fund its capital needs through implementation of its asset
optimization strategy of redeploying capital into targeted developments with
strong long-term cash flow growth prospects and by placing additional fixed
rate, fully amortizing, long-term corporate debt. Ms. Moore also announced that
the Board of Trustees voted to terminate PTR's Dividend Reinvestment and Share
Purchase Plan effective March 31, 1995.
PTR's objective is to be the preeminent real estate operating company
focusing on the development, acquisition, operation and long-term ownership of
multifamily properties in its Western target market. PTR's primary objective is
generating long-term, sustainable growth in per share cash flow. PTR will
achieve this objective by executing an internal growth strategy that focuses on
(1) maximizing operating performance through value-added asset management, (2)
concentrating its fully integrated development capability and experienced team
of professionals on development of industry-leading product in targeted
submarkets that exhibit strong job growth and demographic trends and (3)
implementing an asset optimization strategy of
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redeploying capital into targeted moderate income developments with significant
long-term cash flow growth prospects. At March 23, 1995 and post-merger, PTR
had 37,595 operating multifamily units, 4,433 units under construction, an
expected 5,092 units in planning and land owned or under control for future
development of an expected 8,197 additional units in its portfolio.
FOR MORE INFORMATION CONTACT: Douglas K. Ball
(800) 982-9293
or
Gerard de Gunzburg
(212) 838-9292
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