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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
SECURITY CAPITAL PACIFIC TRUST
(Exact name of registrant as specified in its charter)
MARYLAND 74-6056896
(State of Organization) (I.R.S. Employer Identification No.)
SECURITY CAPITAL GROUP INCORPORATED
ADMINISTRATIVE CENTER
7777 MARKET CENTER DRIVE
EL PASO, TEXAS 79912
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
TITLES OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
-------------------- ------------------------------
<S> <C>
Series B Cumulative Redeemable Preferred Shares
of Beneficial Interest, par value $1.00 New York Stock Exchange
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
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A complete description of the Series B Cumulative Redeemable Preferred
Shares of Beneficial Interest, par value $1.00 per share (the "Series B
Preferred Shares"), which are to be registered hereunder is contained under the
caption "Description of Series B Preferred Shares" in the Preliminary Prospectus
Supplement dated May 15, 1995 to the Prospectus dated December 1, 1994 forming a
part of the Form S-3 Registration Statement (File No. 33-86444) of Security
Capital Pacific Trust, formerly Property Trust of America (the "Registrant"),
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Registration Statement"). Such description, and the
related material contained under the caption "Description of Preferred Shares"
in the Prospectus dated December 1, 1994, is hereby incorporated by reference
and any description included in a form of prospectus supplement subsequently
filed by the Registrant pursuant to Rule 424(b) under the Securities Act shall
be deemed to be incorporated by reference into this registration statement.
Item 2. Exhibits.
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The following exhibits are filed herewith and with the New York Stock
Exchange, Inc.
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<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------- -------
<C> <S>
4.1 Restated Declaration of Trust dated June 18, 1991 (Incorporated by
reference to Exhibit 4 to the Registrant's Form 10-Q for the quarter
ended June 30, 1991).
4.2 First Certificate of Amendment of Restated Declaration of Trust
(Incorporated by reference to Exhibit 4 to the Registrant's
Form 10-Q for the quarter ended June 30, 1992).
4.3 Second Certificate of Amendment of Restated Declaration at Trust
(Incorporated by reference to Exhibit 3.1 to the Registrant's
Form 8-K dated May 3, 1994).
4.4 Third Articles of Amendment of Restated Declaration of Trust
(Incorporated by reference to Exhibit 4.4 to Registration Statement
No. 33-86444).
4.5 Articles Supplementary relating to the Registrant's Cumulative
Convertible Series A Preferred Shares of Beneficial Interest
(Incorporated by reference to Exhibit 3.1 to Form 8-K dated
November 22, 1993).
4.6 Articles of Merger of the Registrant (Incorporated by reference to
Exhibit 4.6 to the Registrant's Form 10-K for the year ended
December 31, 1994).
4.7 Bylaws of the Registrant (Incorporated by reference to Exhibit 4.1
to the Registrant's Form 8-K dated November 22, 1993).
4.8 Rights Agreement (the "Rights Agreement") dated as of July 21, 1994
between the Registrant and Chemical Bank, including form of Rights
Certificate (Incorporated by reference to Exhibit 4.2 to the
Registrant's Form 8-K dated July 19, 1994).
4.9 First Amendment dated as of February 8, 1995 to the Rights Agreement
(Incorporated by reference to Exhibit 4.13 to the Registrant's Form
10-K for the year ended December 31, 1994).
4.10 Form of share certificate for Cumulative Redeemable Series B
Preferred Shares of Beneficial Interest.
4.11 Form of Articles Supplementary with respect to Cumulative Redeemable
Series B Preferred Shares of Beneficial Interest.
</TABLE>
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SIGNATURE
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Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
SECURITY CAPITAL PACIFIC TRUST
By: /s/ C. Ronald Blankenship
----------------------------------------
C. Ronald Blankenship
Chairman and Principal Executive Officer
Dated: May 15, 1995
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SECURITY CAPITAL PACIFIC TRUST
==============================
Articles Supplementary of Board of Trustees Classifying
and Designating a Series of Preferred Shares as
Series B Cumulative Redeemable Preferred
Shares of Beneficial Interest and Fixing Distribution and
Other Preferences and Rights of Such Series
==============================
The undersigned, being all of the Trustees of Security Capital Pacific
Trust, a Maryland real estate investment trust (the "Trust"), hereby certify to
the State Department of Assessments and Taxation of Maryland pursuant to section
8-203(b) of the Annotated Code of Maryland that:
FIRST: The Board of Trustees has classified 4,600,000 unissued shares of
the Trust as Series B Cumulative Redeemable Preferred Shares of Beneficial
Interest (the "Series B Preferred Shares").
SECOND: The following is a description of the Series B Preferred Shares,
including the preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications, and terms and
conditions of redemption thereof:
Section 1. Number of Shares and Designation. This class of Preferred
Shares shall be designated as Series B Cumulative Redeemable Preferred Shares of
Beneficial Interest (the "Series B Preferred Shares") and the number of shares
which shall constitute such series shall not be more than 4,600,000 shares, par
value $1.00 per share, which number may be decreased (but not below the number
thereof then outstanding plus the number required to fulfill the Trust's
obligations under options, warrants or similar rights issued by the Trust) from
time to time by the Board of Trustees.
Section 2. Definitions. For purposes of the Series B Preferred Shares,
the following terms shall have the meanings indicated:
"Board of Trustees" shall mean the Board of Trustees of the Trust or
any committee authorized by such Board of Trustees to perform any of its
responsibilities with respect to the Series B Preferred Shares.
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"Business Day" shall mean any day other than a Saturday, Sunday or a
day on which state or federally chartered banking institutions in New York
City, New York are not required to be open.
"Call Date" shall mean the date specified in the notice to holders
required under subparagraph (e) of Section 5 as the Call Date.
"Common Shares" shall mean the common Shares of Beneficial Interest of
the Trust, par value $1.00 per share.
"Dividend Payment Date" shall mean the last calendar day of March,
June, September and December in each year, commencing on June 30, 1995;
provided, however, that if any Dividend Payment Date falls on any day other
than a Business Day, the dividend payment due on such Dividend Payment Date
shall be paid on the Business Day immediately following such Dividend
Payment Date.
"Dividend Periods" shall mean quarterly dividend periods commencing on
April 1, July 1, October 1, and January 1 of each year and ending on and
including the day preceding the first day of the next succeeding Dividend
Period (other than the initial Dividend Period, which shall commence on the
Issue Date and end on and include June 30, 1995).
"Fully Junior Shares" shall mean the Common Shares and any other class
or series of shares of the Trust now or hereafter issued and outstanding
over which the Series B Preferred Shares have preference or priority in
both (i) the payment of dividends and (ii) the distribution of assets on
any liquidation, dissolution or winding up of the Trust.
"Issue Date" shall mean the first date on which the Series B Preferred
Shares are issued and sold.
"Junior Shares" shall mean the Common Shares and any other class or
series of shares of the Trust now or hereafter issued and outstanding over
which the Series B Preferred Shares have preference or priority in the
payment of dividends or in the distribution of assets on any liquidation,
dissolution or winding up of the Trust.
"Parity Shares" shall have the meaning set forth in paragraph (b) of
Section 7.
"Person" shall mean any individual, firm, partnership, corporation or
other entity, and shall include any successor (by merger or otherwise) of
such entity.
"Series B Preferred Shares" shall have the meaning set forth in
Section 1 hereof.
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"set apart for payment" shall be deemed to include, without any action
other than the following, the recording by the Trust in its accounting
ledgers of any accounting or bookkeeping entry which indicates, pursuant to
a declaration of dividends or other distribution by the Board of Trustees,
the allocation of funds to be so paid on any series or class of capital
stock of the Trust; provided, however, that if any funds for any class or
series of Junior Shares or any class or series of stock ranking on a parity
with the Series B Preferred Shares as to the payment of dividends are
placed in a separate account of the Trust or delivered to a disbursing,
paying or other similar agent, then "set apart for payment" with respect to
the Series B Preferred Shares shall mean placing such funds in a separate
account or delivering such funds to a disbursing, paying or other similar
agent.
"Transfer Agent" means Chemical Bank, New York City, New York, or such
other agent or agents of the Trust as may be designated by the Board of
Trustees or their designee as the transfer agent for the Series B Preferred
Shares.
"Voting Preferred Shares" shall have the meaning set forth in Section
8 hereof.
Section 3. Dividends.
(a) The holders of Series B Preferred Shares shall be entitled to
receive, when, as and if declared by the Board of Trustees out of funds
legally available for that purpose, dividends payable in cash in an amount
per share equal to $_____. Such dividends shall begin to accrue and shall
be fully cumulative from the Issue Date, whether or not in any Dividend
Period or Periods there shall be funds of the Trust legally available for
the payment of such dividends, and shall be payable quarterly, when, as and
if declared by the Board of Trustees, in arrears on Dividend Payment Dates,
commencing on the first Dividend Payment Date after the Issue Date. Each
such dividend shall be payable in arrears to the holders of record of
Series B Preferred Shares, as they appear on the stock records of the Trust
at the close of business on such record dates, not less than 10 nor more
than 50 days preceding such Dividend Payment Dates thereof, as shall be
fixed by the Board of Trustees. Accrued and unpaid dividends for any past
Dividend Periods may be declared and paid at any time and for such interim
periods, without reference to any regular Dividend Payment Date, to holders
of record on such date, not less than 10 nor more than 50 days preceding
the payment date thereof, as may be fixed by the Board of Trustees.
(b) The amount of dividends payable for each full Dividend Period for
the Series B Preferred Shares shall be computed by dividing the annual
dividend rate by four. The amount of dividends payable for the initial
Dividend Period, or any other period shorter or longer than a full Dividend
Period, on the Series B Preferred Shares shall be computed on the basis of
twelve 30-day months and a 360-day year. Holders of Series B Preferred
Shares shall not be entitled to any dividends, whether payable in
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cash, property or stock, in excess of cumulative dividends, as herein
provided, on the Series B Preferred Shares. No interest, or sum of money in
lieu of interest, shall be payable in respect of any dividend payment or
payments on the Series B Preferred Shares that may be in arrears.
(c) So long as any Series B Preferred Shares are outstanding, no
dividends, except as described in the immediately following sentence, shall
be declared or paid or set apart for payment on any class or series of
Parity Shares for any period unless full cumulative dividends have been or
contemporaneously are declared and paid or declared and a sum sufficient
for the payment thereof set apart for such payment on the Series B
Preferred Shares for all Dividend Periods terminating on or prior to the
Dividend Payment Date on such class or series of Parity Shares. When
dividends are not paid in full or a sum sufficient for such payment is not
set apart, as aforesaid, all dividends declared upon Series B Preferred
Shares and all dividends declared upon any other class or series of Parity
Shares shall be declared ratably in proportion to the respective amounts of
dividends accumulated and unpaid on the Series B Preferred Shares and
accumulated and unpaid on such Parity Shares.
(d) So long as any Series B Preferred Shares are outstanding, no
dividends (other than dividends or distributions paid solely in shares of,
or options, warrants or rights to subscribe for or purchase shares of,
Fully Junior Shares) shall be declared or paid or set apart for payment or
other distribution declared or made upon Junior Shares, nor shall any
Junior Shares be redeemed, purchased or otherwise acquired (other than a
redemption, purchase or other acquisition of Common Shares made for
purposes of an employee incentive or benefit plan of the Trust or any
subsidiary) for any consideration (or any moneys be paid to or made
available for a sinking fund for the redemption of any shares of any such
stock) by the Trust, directly or indirectly (except by conversion into or
exchange for Fully Junior Shares), unless in each case (i) the full
cumulative dividends on all outstanding Series B Preferred Shares and any
other Parity Shares of the Trust shall have been paid or declared and set
apart for payment for all past Dividend Periods with respect to the Series
B Preferred Shares and all past dividend periods with respect to such
Parity Shares and (ii) sufficient funds shall have been paid or declared
and set apart for the payment of the dividend for the current Dividend
Period with respect to the Series B Preferred Shares and the current
dividend period with respect to such Parity Shares.
(e) No distributions on Series B Preferred Shares shall be declared by
the Board of Trustees of the Trust or paid or set apart for payment by the
Trust at such time as the terms and provisions of any agreement of the
Trust, including any agreement relating to its indebtedness, prohibits such
declaration, payment or setting apart for payment or provides that such
declaration, payment or setting apart for payment would constitute a breach
thereof or a default thereunder, or if such declaration or payment shall be
restricted or prohibited by law.
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Section 4. Liquidation Preference.
(a) In the event of any liquidation, dissolution or winding up of the
Trust, whether voluntary or involuntary, before any payment or distribution
of the assets of the Trust (whether capital or surplus) shall be made to or
set apart for the holders of Junior Shares, the holders of the Series B
Preferred Shares shall be entitled to receive Twenty-Five Dollars ($25.00)
per Series B Preferred Share plus an amount equal to all dividends (whether
or not earned or declared) accrued and unpaid thereon to the date of final
distribution to such holders; but such holders shall not be entitled to any
further payment. If, upon any liquidation, dissolution or winding up of
the Trust, the assets of the Trust, or proceeds thereof, distributable
among the holders of the Series B Preferred Shares shall be insufficient to
pay in full the preferential amount aforesaid and liquidating payments on
any other shares of any class or series of Parity Shares, then such assets,
or the proceeds thereof, shall be distributed among the holders of Series B
Preferred Shares and any such other Parity Shares ratably in accordance
with the respective amounts that would be payable on such Series B
Preferred Shares and any such other Parity Shares if all amounts payable
thereon were paid in full. For the purposes of this Section 4, (i) a
consolidation or merger of the Trust with one or more corporations, (ii) a
sale or transfer of all or substantially all of the Trust's assets or (iii)
a statutory share exchange shall not be deemed to be a liquidation,
dissolution or winding up, voluntary or involuntary, of the Trust.
(b) Subject to the rights of the holders of shares of any series or
class or classes of stock ranking on a parity with or prior to the Series B
Preferred Shares upon liquidation, dissolution or winding up, upon any
liquidation, dissolution or winding up of the Trust, after payment shall
have been made in full to the holders of the Series B Preferred Shares, as
provided in this Section 4, any other series or class or classes of Junior
Shares shall, subject to the respective terms and provisions (if any)
applying thereto, be entitled to receive any and all assets remaining to be
paid or distributed, and the holders of the Series B Preferred Shares shall
not be entitled to share therein.
Section 5. Redemption at the Option of the Trust.
(a) Subject to Section 9 hereof, the Series B Preferred Shares shall
not be redeemable by the Trust prior to the fifth anniversary of the Issue
Date. On and after the fifth anniversary of the Issue Date, the Trust, at
its option, may redeem the Series B Preferred Shares, in whole at any time
or from time to time in part at the option of the Trust at a redemption
price of Twenty-Five Dollars ($25.00) per Series B Preferred Share, plus
the amounts indicated in Section 5(b).
(b) Upon any redemption of Series B Preferred Shares pursuant to this
Section 5, the Trust shall pay any accrued and unpaid dividends in arrears
for any Dividend Period ending on or prior to the Call Date. If the Call
Date falls after a
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dividend payment record date and prior to the corresponding Dividend
Payment Date, then each holder of Series B Preferred Shares at the close of
business on such dividend payment record date shall be entitled to the
dividend payable on such shares on the corresponding Dividend Payment Date
notwithstanding the redemption of such shares before such Dividend Payment
Date. Except as provided above, the Trust shall make no payment or
allowance for unpaid dividends, whether or not in arrears, on Series B
Preferred Shares called for redemption.
(c) If full cumulative dividends on the Series B Preferred Shares and
any other class or series of Parity Shares of the Trust have not been paid
or declared and set apart for payment, the Series B Preferred Shares may
not be redeemed under this Section 5 in part and the Trust may not purchase
or acquire Series B Preferred Shares, otherwise than pursuant to a purchase
or exchange offer made on the same terms to all holders of Series B
Preferred Shares or pursuant to Section 9 hereof.
(d) The redemption price to be paid upon any redemption of the Series
B Preferred Shares (other than any amounts indicated in Section 5(b) and
other than a redemption pursuant to Section 9) shall be payable solely out
of the sale proceeds of other capital shares of the Trust and from no other
source.
(e) Notice of the redemption of any Series B Preferred Shares under
this Section 5 shall be mailed by first-class mail to each holder of record
of Series B Preferred Shares to be redeemed at the address of each such
holder as shown on the Trust's record, not less than 30 nor more than 90
days prior to the Call Date. Neither the failure to mail any notice
required by this paragraph (e), nor any defect therein or in the mailing
thereof, to any particular holder, shall affect the sufficiency of the
notice or the validity of the proceedings for redemption with respect to
the other holders. Any notice which was mailed in the manner herein
provided shall be conclusively presumed to have been duly given on the date
mailed whether or not the holder receives the notice. Each such mailed
notice shall state, as appropriate: (1) the Call Date; (2) the number of
Series B Preferred Shares to be redeemed and, if fewer than all the shares
held by such holder are to be redeemed, the number of such shares to be
redeemed from such holder; (3) the place or places at which certificates
for such shares are to be surrendered; and (4) that dividends on the shares
to be redeemed shall cease to accrue on such Call Date except as otherwise
provided herein. Notice having been mailed as aforesaid, from and after the
Call Date (unless the Trust shall fail to make available an amount of cash
necessary to effect such redemption), (i) except as otherwise provided
herein, dividends on the Series B Preferred Shares so called for redemption
shall cease to accrue, (ii) said shares shall no longer be deemed to be
outstanding, and (iii) all rights of the holders thereof as holders of
Series B Preferred Shares of the Trust shall cease (except the right to
receive cash payable upon such redemption, without interest thereon, upon
surrender and endorsement of their certificates if so required and to
receive any dividends payable thereon). The Trust's obligation to
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provide cash in accordance with the preceding sentence shall be deemed
fulfilled if, on or before the Call Date, the Trust shall deposit with a
bank or trust company (which may be an affiliate of the Trust) that has an
office in the Borough of Manhattan, City of New York, and that has, or is
an affiliate of a bank or trust company that has, capital and surplus of at
least $50,000,000, necessary for such redemption, in trust, with
irrevocable instructions that such cash be applied to the redemption of the
Series B Preferred Shares so called for redemption. No interest shall
accrue for the benefit of the holders of Series B Preferred Shares to be
redeemed on any cash so set aside by the Trust. Subject to applicable
escheat laws, any such cash unclaimed at the end of two years from the Call
Date shall revert to the general funds of the Trust, after which reversion
the holders of such shares so called for redemption shall look only to the
general funds of the Trust for the payment of such cash.
As promptly as practicable after the surrender in accordance with said
notice of the certificates for any such shares so redeemed (properly
endorsed or assigned for transfer, if the Trust shall so require and if the
notice shall so state), such shares shall be exchanged for any cash
(without interest thereon) for which such shares have been redeemed. If
fewer than all the outstanding Series B Preferred Shares are to redeemed,
shares to be redeemed shall be selected by the Trust from outstanding
Series B Preferred Shares not previously called for redemption by lot or
pro rata (as nearly as may be) or by any other method determined by the
Trust in its sole discretion to be equitable. If fewer than all the Series
B Preferred Shares represented by any certificate are redeemed, then new
certificates representing the unredeemed shares shall be issued without
cost to the holder thereof.
Section 6. Shares To Be Retired. All Series B Preferred Shares which
shall have been issued and reacquired in any manner by the Trust shall be
restored to the status of authorized but unissued Shares of Beneficial Interest
of the Trust, without designation as to class or series.
Section 7. Ranking. Any class or series of stock of the Trust shall be
deemed to rank:
(a) prior to the Series B Preferred Shares, as to the payment of
dividends and as to distribution of assets upon liquidation, dissolution or
winding up, if the holders of such class or series shall be entitled to the
receipt of dividends or of amounts distributable upon liquidation,
dissolution or winding up, as the case may be, in preference or priority to
the holders of Series B Preferred Shares;
(b) on a parity with the Series B Preferred Shares, as to the payment
of dividends and as to distribution of assets upon liquidation, dissolution
or winding up, whether or not the dividend rates, dividend payment dates or
redemption or liquidation prices per share thereof be different from those
of the Series B Preferred Shares, if the
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holders of such class of stock or series and the Series B Preferred Shares
shall be entitled to the receipt of dividends and of amounts distributable
upon liquidation, dissolution or winding up in proportion to their
respective amounts of accrued and unpaid dividends per share or liquidation
preferences, without preference or priority one over the other ("Parity
Shares");
(c) junior to the Series B Preferred Shares, as to the payment of
dividends or as to the distribution of assets upon liquidation, dissolution
or winding up, if such stock or series shall be Junior Shares; and
(d) junior to the Series B Preferred Shares, as to the payment of
dividends and as to the distribution of assets upon liquidation,
dissolution or winding up, if such stock or series shall be Fully Junior
Shares.
Section 8. Voting. If and whenever six quarterly dividends (whether or not
consecutive) payable on the Series B Preferred Shares or any series or class of
Parity Shares shall be in arrears (which shall, with respect to any such
quarterly dividend, mean that any such dividend has not been paid in full),
whether or not earned or declared, the number of trustees then constituting the
Board of Trustees shall be increased by two and the holders of Series B
Preferred Shares, together with the holders of shares of every other series of
Parity Shares (any such other series, the "Voting Preferred Shares"), voting as
a single class regardless of series, shall be entitled to elect two additional
trustees to serve on the Board of Trustees at any annual meeting of shareholders
or special meeting held in place thereof, or at a special meeting of the holders
of the Series B Preferred Shares and the Voting Preferred Shares called as
hereinafter provided. Whenever all arrears in dividends on the Series B
Preferred Shares and the Voting Preferred Shares then outstanding shall have
been paid and dividends thereon for the current quarterly dividend period shall
have been paid or declared and set apart for payment, then the right of the
holders of the Series B Preferred Shares and the Voting Preferred Shares to
elect such additional two trustees shall cease (but subject always to the same
provision for the vesting of such voting rights in the case of any similar
future arrearages in six quarterly dividends), and the terms of office of all
persons elected as trustees by the holders of the Series B Preferred Shares and
the Voting Preferred Shares shall forthwith terminate and the number of the
Board of Trustees shall be reduced accordingly. At any time after such voting
power shall have been so vested in the holders of Series B Preferred Shares and
the Voting Preferred Shares, the secretary of the Trust may, and upon the
written request of any holder of Series B Preferred Shares (addressed to the
secretary at the principal office of the Trust) shall, call a special meeting of
the holders of the Series B Preferred Shares and of the Voting Preferred Shares
for the election of the two trustees to be elected by them as herein provided,
such call to be made by notice similar to that provided in the Bylaws of the
Trust for a special meeting of the shareholders or as required by law. If any
such special meeting required to be called as above provided shall not be called
by the secretary within 20 days after receipt of any such request, then any
holder of Series B Preferred Shares may call such meeting, upon the notice above
provided, and for that purpose shall have access to the stock records of the
Trust. The
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trustees elected at any such special meeting shall hold office until the next
annual meeting of the shareholders or special meeting held in lieu thereof if
such office shall not have previously terminated as above provided. If any
vacancy shall occur among the trustees elected by the holders of the Series B
Preferred Shares and the Voting Preferred Shares, a successor shall be elected
by the Board of Trustees, upon the nomination of the then-remaining trustee
elected by the holders of the Series B Preferred Shares and the Voting Preferred
Shares or the successor of such remaining trustee, to serve until the next
annual meeting of the shareholders or special meeting held in place thereof if
such office shall not have previously terminated as provided above.
Notwithstanding any other provisions of this paragraph, in any vote for the
election of additional trustees hereunder, the Series B Preferred Shares and
Voting Preferred Shares beneficially owned by Security Capital Group
Incorporated, a Maryland corporation, any of its direct or indirect subsidiaries
and any of their respective directors, officers or controlling stockholders
(together, the "Restricted Parties"), shall be voted in the same respective
percentages as the Series B Preferred Shares and Voting Preferred Shares that
are not beneficially owned by the Restricted Parties. The provisions in the
preceding sentence shall cease and be of no further force and effect from and
after such time, but only as long as, the Restricted Parties together no longer
beneficially own in excess of 10% of the Trust's outstanding Common Shares.
So long as any Series B Preferred Shares are outstanding, in addition to
any other vote or consent of shareholders required by law or by the Restated
Declaration of Trust, as amended, the affirmative vote of at least 66-2/3% of
the votes entitled to be cast by the holders of the Series B Preferred Shares
and the Voting Preferred Shares, at the time outstanding, acting as a single
class regardless of series, given in person or by proxy, either in writing
without a meeting or by vote at any meeting called for the purpose, shall be
necessary for effecting or validating:
(a) Any amendment, alteration or repeal of any of the provisions of
the Restated Declaration of Trust or these Articles Supplementary that
materially and adversely affects the voting powers, rights or preferences
of the holders of the Series B Preferred Shares or the Voting Preferred
Shares; provided, however, that the amendment of the provisions of the
Restated Declaration of Trust so as to authorize or create or to increase
the authorized amount of, any Fully Junior Shares, Junior Shares that are
not senior in any respect to the Series B Preferred Shares, or any shares
of any class ranking on a parity with the Series B Preferred Shares or the
Voting Preferred Shares shall not be deemed to materially adversely affect
the voting powers, rights or preferences of the holders of Series B
Preferred Shares, and provided, further, that if any such amendment,
alteration or repeal would materially and adversely affect any voting
powers, rights or preferences of the Series B Preferred Shares or another
series of Voting Preferred Shares that are not enjoyed by some or all of
the other series otherwise entitled to vote in accordance herewith, the
affirmative vote of at least 66-2/3% of the votes entitled to be cast by
the holders of all series similarly affected, similarly given, shall be
required in lieu of the affirmative vote of at least 66-2/3% of the votes
entitled to be cast by the holders of
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the Series B Preferred Shares and the Voting Preferred Shares otherwise
entitled to vote in accordance herewith; or
(b) A share exchange that affects the Series B Preferred Shares, a
consolidation with or merger of the Trust into another entity, or a
consolidation with or merger of another entity into the Trust, unless in
each such case each Series B Preferred Share (i) shall remain outstanding
without a material and adverse change to its terms and rights or (ii) shall
be converted into or exchanged for convertible preferred stock of the
surviving entity having preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends, qualifications and terms
or conditions of redemption thereof identical to that of a Series B
Preferred Share (except for changes that do not materially and adversely
affect the holders of the Series B Preferred Shares); or
(c) The authorization or creation of, or the increase in the
authorized amount of, any shares of any class or any security convertible
into shares of any class ranking prior to the Series B Preferred Shares in
the distribution of assets on any liquidation, dissolution or winding up of
the Trust or in the payment of dividends;
provided, however, that no such vote of the holders of Series B Preferred Shares
shall be required if, at or prior to the time when such amendment, alteration or
repeal is to take effect, or when the issuance of any such prior shares or
convertible security is to be made, as the case may be, provision is made for
the redemption of all Series B Preferred Shares at the time outstanding.
For purposes of the foregoing provisions of this Section 8, each Series B
Preferred Share shall have one (1) vote per share, except that when any other
series of Preferred Shares shall have the right to vote with the Series B
Preferred Shares as a single class on any matter, then the Series B Preferred
Shares and such other series shall have with respect to such matters one (1)
vote per $25.00 of stated liquidation preference. Except as otherwise required
by applicable law or as set forth herein, the Series B Preferred Shares shall
not have any relative, participating, optional or other special voting rights
and powers other than as set forth herein, and the consent of the holders
thereof shall not be required for the taking of any trust action.
Section 9. Limitation on Ownership.
(a) Limitation. Notwithstanding any other provision of the terms of
the Series B Preferred Shares, except as provided in the next sentence and
in Section 9(b), no Person, or Persons acting as a group, shall at any time
directly or indirectly acquire ownership of more than 25% of the
outstanding Series B Preferred Shares. Any Series B Preferred Shares owned
by a Person or Persons acting as a group in excess of such 25% shall be
deemed "Excess Preferred Shares," except that any such shares in excess of
25% will not be considered Excess Preferred Shares if the 25% limitation is
exceeded solely as a result of the Trust's redemption of Series B Preferred
Shares, provided that
-10-
<PAGE>
thereafter any additional Series B Preferred Shares acquired by such Person
or Persons acting as a group shall be considered Excess Preferred Shares.
Within 10 days of becoming aware of the existence of Excess Preferred
Shares (whether by notice on Schedule 13D or otherwise), the Trust shall
redeem any and all Excess Preferred Shares by giving notice of redemption
to the holder or holders thereof, unless, prior to the giving of such
notice the holder shall have disposed of its ownership in the Excess
Preferred Shares. Such notice shall set forth the number of Series B
Preferred Shares constituting Excess Preferred shares, the redemption price
and the place or places at which the certificates representing such Excess
Preferred Shares are to be surrendered and such notice shall set forth the
matters described in the following sentence. From and after the date of
giving such notice of redemption, the Series B Preferred Shares called for
redemption shall cease to be outstanding and the holder thereof shall cease
to be entitled to dividends (other than dividends declared but unpaid prior
to the notice of redemption), voting rights and other benefits with respect
to such shares excepting the rights to payment of the redemption price
determined and payable as set forth in the next two sentences. Subject to
the limitation on payment set forth in the following sentence, the
redemption price of each Excess Preferred Share called for redemption shall
be the average daily per Series B Preferred Share closing sales price, if
the Series B Preferred Shares are listed on a national securities exchange
or, if not, are reported on the NASDAQ National Market System, and if the
Series B Preferred Shares are not so listed or reported, shall be the mean
between the average per Series B Preferred Share closing bid prices and the
average per Series B Preferred Share closing asked prices, in each case
during the 30 day period ending on the business day prior to the redemption
date, or if there have been no sales on a national securities exchange or
the NASDAQ National Market System and no published bid quotations and no
published asked quotations with respect to Series B Preferred Shares during
such 30 day period, the redemption price shall be the price determined by
the Trustees in good faith. Unless the Trustees determine that it is in
the interest of the Trust to make earlier payment of all of the amount
determined as the redemption price per Series B Preferred Share in
accordance with the preceding sentence, the redemption price may be
payable, at the option of the Trustees, at any time or times up to, but not
later than the earlier of (i) five years after the redemption date, or (ii)
the liquidation of the Trust, in which latter event the redemption price
shall not exceed an amount which is the sum of the per Series B Preferred
Share distributions designated as liquidating distributions and return of
capital distributions declared with respect to unredeemed Series B
Preferred Shares of the Trust of record subsequent to the redemption date;
and in any event, no interest shall accrue with respect to the period
subsequent to the redemption date to the date of such payment. Nothing in
this Section 9(a) shall preclude the settlement of any transaction entered
into through the facilities of the New York Stock Exchange.
(b) Exemptions. The limitation on ownership set forth in Section 9(a)
shall not apply to the acquisition of Series B Preferred Shares by an
underwriter in a public offering of Series B Preferred Shares and shall not
apply to the ownership of Series B
-11-
<PAGE>
Preferred Shares by a managing underwriter in the initial public offering
of Series B Preferred Shares. The Trustees, in their sole and absolute
discretion, may exempt from the ownership limitation set forth in Section
9(a) certain designated Series B Preferred Shares owned by a person (other
than any of the Restricted Parties) who has provided the Trustees with
evidence and assurances acceptable to the Trustees that the qualification
of the Trust as a real estate investment trust would not be jeopardized
thereby.
Section 10. Record Holders. The Trust and the Transfer Agent may deem and
treat the record holder of any Series B Preferred Shares as the true and lawful
owner thereof for all purposes, and neither the Trust nor the Transfer Agent
shall be affected by any notice to the contrary.
Section 11. Sinking Fund. The Series B Preferred Shares shall not be
entitled to the benefits of any retirement or sinking fund.
THIRD: The Series B Preferred Shares have been classified by the Board of
Trustees under the authority contained in Article 2, Section 1, of the Restated
Declaration of Trust dated June 18, 1991, as amended.
FOURTH: Each undersigned Trustee acknowledges these Articles Supplementary
to be the act of the Trust and further, as to all matters or facts required to
be verified under oath, each such Trustee acknowledges that to the best of his
knowledge, information and belief, these matters and facts are true in all
material respects and that this statement is made under the penalties of
perjury.
-12-
<PAGE>
IN WITNESS WHEREOF, these Articles Supplementary have been duly executed by
the undersigned Trustees this _____ day of May, 1995.
SECURITY CAPITAL PACIFIC TRUST
By:
------------------------------
C. Ronald Blankenship, Trustee
By:
------------------------------
Calvin K. Kessler, Trustee
By:
------------------------------
James H. Polk III, Trustee
By:
------------------------------
John C. Schweitzer, Trustee
By:
------------------------------
William G. Myers, Trustee
By:
------------------------------
John T. Kelley, III, Trustee
By:
------------------------------
James A. Cardwell, Trustee
<PAGE>
[front of certificate]
TEMPORARY CERTIFICATE: EXCHANGEABLE FOR DEFINITIVE ENGRAVED
CERTIFICATE WHEN READY FOR DELIVERY
SERIES B CUMULATIVE REDEEMABLE
PREFERRED SHARES OF BENEFICIAL INTEREST
PAR VALUE $1.00
Number Shares
SECURITY CAPITAL PACIFIC TRUST
ORGANIZED UNDER THE LAWS THIS CERTIFICATE IS TRANSFERRABLE IN
OF THE STATE OF MARYLAND NEW YORK, NEW YORK
CUSIP 814141 30 5
SEE REVERSE FOR CERTAIN RESTRICTIONS
[SEAL]
THIS CERTIFIES THAT IS THE OWNER OF
fully paid and nonassessable Preferred Shares in Security Capital Pacific
Trust, a real estate investment trust organized under the laws of the State of
Maryland, which Preferred Shares he holds subject to a Restated Declaration of
Trust dated June 18, 1991, as amended from time to time, which Restated
Declaration of Trust is filed and of record with the Maryland State Department
of Assessments and Taxation and is hereby incorporated in and made a part of
this Certificate.
The holder hereof has no interest legal or equitable, in any specific
property of the Trust and no transfer of this Certificate will affect the
Trust until this Certificate has been surrendered at the offices of the
Transfer Agent, and the transfer recorded in the books of the Registrar. This
Certificate is not valid unless countersigned by the Transfer Agent and
registered by the Registrar.
Witness the facsimile seal of the Trust and the facsimile signatures of
its duly authorized officers.
Dated:
[Facsimile signature] [Facsimile signature]
Secretary President
COUNTERSIGNED AND REGISTERED:
CHEMICAL BANK,
TRANSFER AGENT AND REGISTRAR
BY
Authorized Signature
<PAGE>
[reverse of certificate]
THE RESTATED DECLARATION OF TRUST ON FILE IN THE OFFICE OF THE STATE
DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND SETS FORTH A
FULL STATEMENT OF (A) ALL OF THE DESIGNATIONS, PREFERENCES AND OTHER RIGHTS,
VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS, QUALIFICATIONS, AND
TERMS AND CONDITIONS OF REDEMPTION, AND OTHER RELATIVE RIGHTS OF THE SHARES OF
EACH CLASS OF SHARES AUTHORIZED TO BE ISSUED AND (B) THE AUTHORITY OF THE BOARD
OF TRUSTEES TO ISSUE ANY PREFERRED OR SPECIAL CLASS IN SERIES, THE DIFFERENCES
IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES TO THE
EXTENT THEY HAVE BEEN SET AND THE AUTHORITY OF THE BOARD OF TRUSTEES TO SET THE
RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES OF PREFERRED STOCK. THE
TRUST WILL FURNISH A COPY OF SUCH STATEMENT TO ANY HOLDER OF SHARES WITHOUT
CHARGE ON REQUEST TO THE TRUST AT ITS PRINCIPAL PLACE OF BUSINESS.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COMM -- as tenants UNIF GIFT MIN ACT-____________________
in common (Cust) (Minor)
TEN ENT--as tenants by under Uniform Gifts to Minors Act
the entireties
JT TEN-- as joint tenants --------------------------------------
with the right of (State)
survivorship and UNIF TRF MIN ACT-_____________________
not as tenants in (Cust) (Minor)
common (until age ___) under Uniform
Transfers to Minors Act
--------------------------------------
(State)
Additional abbreviations may also be used though not in the above list.
For Value Received, __________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
_______________________________________ Series B Preferred Shares represented
by the within Certificate, and do hereby irrevocably
<PAGE>
constitute and appoint __________________________________________ Attorney to
transfer the said shares on the books of the within named Trust with full
power of substitution in the premises.
Dated
--------------------
----------------------------------------------------
Notice: The signature to this assignment must
correspond with the name as written upon the face
of the Certificate, in every particular, without
alteration or enlargement, on any change whatever.
<PAGE>
Series B Cumulative Redeemable
Preferred Shares of Beneficial Interest
ARTICLES SUPPLEMENTARY
SECURITY CAPITAL PACIFIC TRUST
==============================
Articles Supplementary of Board of Trustees Classifying
and Designating a Series of Preferred Shares as
Series B Cumulative Redeemable Preferred
Shares of Beneficial Interest and Fixing Distribution and
Other Preferences and Rights of Such Series
==============================
Dated as of May __, 1995
