<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
SECURITY CAPITAL PACIFIC TRUST
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
SECURITY CAPITAL PACIFIC TRUST
7777 MARKET CENTER AVENUE
EL PASO, TEXAS 79912
----------------
NOTICE OF 1995 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 13, 1995
To the shareholders:
The 1995 annual meeting of shareholders of Security Capital Pacific Trust
("PTR") will be held on Tuesday, June 13, 1995, at the Old El Paso Room,
Seventh Floor, State National Bank Plaza, El Paso, Texas, at 10:00 a.m. (El
Paso time) for the following purposes:
1. To elect a Board of Trustees to serve until the next annual meeting of
shareholders and until their successors are duly elected and qualify; and
2. To transact such other business as properly may come before the
meeting and any adjournment or postponement thereof.
Further information regarding the business to be transacted at the meeting is
given in the accompanying Proxy Statement.
Shareholders of record at the close of business on April 25, 1995 are
entitled to notice of, and to vote at, the meeting.
Please help PTR by promptly marking, dating, signing and returning the
enclosed proxy card in the envelope provided for your convenience. If you
attend the meeting and decide to vote in person, you may revoke your proxy.
By Order of the Board of Trustees,
PAUL E. SZUREK
Secretary
April 28, 1995
YOUR VOTE IS IMPORTANT.
PLEASE PROMPTLY MARK, DATE, SIGN AND RETURN
YOUR PROXY IN THE ENCLOSED ENVELOPE.
<PAGE>
SECURITY CAPITAL PACIFIC TRUST
7777 MARKET CENTER AVENUE
EL PASO, TEXAS 79912
----------------
PROXY STATEMENT
FOR
1995 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 13, 1995
----------------
GENERAL INFORMATION
The Board of Trustees (the "Board") of Security Capital Pacific Trust
(formerly Property Trust of America, and referred to herein as "PTR") is
soliciting the accompanying proxy for use at the 1995 annual meeting of
shareholders to be held on Tuesday, June 13, 1995 and at any and all
adjournments or postponements thereof. Any shareholder giving a proxy has the
right to revoke it at any time before it is voted by giving written notice to
the Secretary of PTR, by delivering to the Secretary of PTR a duly executed
proxy bearing a later date, or by attending and voting in person at the
meeting. The designated proxy holders will vote Common Shares of Beneficial
Interest, $1.00 par value per share (the "Common Shares"), represented by a
proxy which is received and not revoked. Where the shareholder specifies a
choice with respect to any matter to be acted upon and for which a ballot is
provided in the proxy, the Common Shares will be voted in accordance with his
or her specifications.
This Proxy Statement and the accompanying proxy card are first being mailed
to shareholders on or about April 28, 1995.
The cost of soliciting proxies will be borne by PTR. In addition to
solicitation by mail, and without additional compensation for such services,
proxies may be solicited personally, or by telephone or telegraph, by officers
or employees of Security Capital Pacific Incorporated, PTR's REIT manager (the
"REIT Manager" or "REIT Management"). See "Certain Relationships and
Transactions--REIT Management Agreement." PTR will also request banking
institutions, brokerage firms, custodians, trustees, nominees, fiduciaries and
other like parties to forward the solicitation material to the beneficial
owners of Common Shares held of record by such persons, and PTR will upon
request of such record holders reimburse forwarding charges and expenses.
SHARES OUTSTANDING AND VOTE REQUIRED
At the close of business on April 14, 1995 approximately 72,212,337 Common
Shares were outstanding. Each whole Common Share outstanding on April 25, 1995,
the record date for determination of shareholders entitled to notice of, and to
vote at, the meeting, is entitled to one vote, and each fractional Common Share
is entitled to its fraction of one vote. There is no right to cumulative
voting. A majority of the outstanding Common Shares represented in person or by
proxy will constitute a quorum at the meeting.
Assuming the existence of a quorum, the affirmative vote of a majority of the
Common Shares entitled to vote and represented in person or by proxy at the
meeting is required to approve the election of each nominee for Trustee.
Representatives of PTR's transfer agent will assist PTR in the tabulation of
the votes. Abstentions and broker non-votes are counted as Common Shares
represented at the meeting for purposes of determining a quorum. An abstention
has the effect of a vote "withheld" with respect to the election of Trustees.
<PAGE>
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information regarding ownership of
Common Shares as of April 14, 1995 by each person known to PTR to have been the
beneficial owner of more than five percent of the outstanding Common Shares on
such date and by all Trustees and executive officers of PTR as a group. Unless
otherwise indicated in the footnotes, all of such interests are owned directly
and the indicated person or entity has sole voting and dispositive power. The
following table assumes the conversion of all Cumulative Convertible Series A
Preferred Shares of Beneficial Interest owned by such person. Fractional Common
Shares have been rounded to the nearest whole Common Share in the table below
and elsewhere in this report. See "Election of Trustees--Nominees" for
information regarding the ownership of Common Shares by each Trustee.
<TABLE>
<CAPTION>
NUMBER OF
COMMON SHARES PERCENT OF
NAME AND ADDRESS OF BENEFICIALLY COMMON
BENEFICIAL OWNER OWNED SHARES
------------------- ------------- ----------
<S> <C> <C>
Security Capital Group
Incorporated............. 27,389,836(1) 37.9%
125 Lincoln Avenue
Santa Fe, New Mexico
87501
William D. Sanders...... 27,591,087(1) 38.2%
7777 Market Center
Avenue
El Paso, Texas 79912
The Capital Group
Companies, Inc........... 3,777,010(2) 5.2%
333 South Hope Street
Los Angeles, California
90071
All Trustees and Executive
Officers as a Group
(13 persons)............. 234,352(3) *
</TABLE>
- --------
* Less than 1%.
(1) These Common Shares are owned of record by SC Realty Incorporated, a wholly
owned subsidiary of Security Capital Group Incorporated ("Security Capital
Group"). Mr. Sanders may be deemed to beneficially own the Common Shares
owned by Security Capital Group, because Mr. Sanders shares voting and
dispositive power with respect to all Common Shares owned by Security
Capital Group. Security Capital Group and Mr. Sanders intend to play a
major role in the direction of PTR for the purpose of maximizing the value
of PTR.
(2) Information regarding beneficial ownership of Common Shares by The Capital
Group Companies, Inc. is included herein in reliance upon information set
forth in a statement on Schedule 13G dated February 8, 1995 filed with the
Securities and Exchange Commission. 3,477,950 Common Shares are
beneficially owned by Capital Research and Management Company, a registered
investment advisor and a wholly owned subsidiary of The Capital Group
Companies, Inc. The Capital Group Companies, Inc. has sole dispositive
power with respect to all Common Shares reported, and such Common Shares
were acquired in the ordinary course of business and were not acquired for
the purpose, and do not have the effect, of changing or influencing control
of PTR.
(3) Includes 18,000 Common Shares issuable to PTR's independent Trustees upon
exercise of options granted under PTR's Outside Trustees Plan (as defined
below). See "Election of Trustees--Trustee Compensation."
2
<PAGE>
ELECTION OF TRUSTEES
NOMINEES
The Common Shares represented by the accompanying proxy will be voted to
elect the seven nominees named below as Trustees. Should any of the nominees
named below become unavailable for election, which is not anticipated, the
Common Shares represented by the accompanying proxy will be voted for the
election of another person recommended by PTR. Trustees are elected to serve
until the next annual meeting of shareholders. Each Trustee has sole voting and
dispositive power with respect to the Common Shares beneficially owned by him.
<TABLE>
<CAPTION>
COMMON SHARES
BENEFICIALLY
OWNED
AT APRIL 14,
1995
--------------
PRINCIPAL OCCUPATION
DURING LAST 5 YEARS AND
DIRECTORSHIPS OF PUBLICLY TRUSTEE COMMON
TRUSTEE AGE HELD COMPANIES SINCE SHARES PERCENT
------- --- -------------------------- ------- ------ -------
<C> <C> <S> <C> <C> <C>
Calvin K. Kessler..... 63 President and principal 1972 28,267 *
shareholder, Kessler In-
dustries, Inc., El Paso,
Texas (manufacturer of
furniture and aluminum
castings).
James H. Polk, III.... 52 Since August 1992, Manag- 1976 50,000 *
ing Director, Security
Capital Markets Group In-
corporated, Santa Fe, New
Mexico; affiliated with
the REIT Manager since
March 1991; prior thereto,
President of PTR for six-
teen years until December
1992; registered with the
National Association of
Securities Dealers, Inc.;
past president and member
of the Board of Governors
of the National Associa-
tion of Real Estate In-
vestment Trusts, Inc.
John C. Schweitzer.... 50 Managing Partner, Conti- 1976 28,535 *
nental Properties Company,
Austin, Texas (real estate
and investments).
James A. Cardwell..... 63 Chairman and Chief Execu- 1980 28,765 *
tive Officer, Petro PSC,
L.P., El Paso, Texas (op-
eration of full-
service truck stopping
centers); Director, El
Paso Electric Company.
John T. Kelley, III... 54 Advisory Trustee of Secu- 1988 12,784 *
rity Capital Industrial
Trust, Denver, Colorado
(ownership and development
of bulk distribution and
light industrial facili-
ties in the United
States), an affiliate of
Security Capital Group
from 1987 to 1991, Chair-
man of the Board, Kelley-
Harris Company, Inc., El
Paso, Texas (real estate
investment company); from
1968 to 1987, Managing Di-
rector, LaSalle Partners
Limited, Chicago, Illinois
(corporate real estate
services); Director of Se-
curity Capital Group and
Texas Commerce Bank El Pa-
so, National Association.
C. Ronald Blankenship. 45 Chairman of PTR and the 1991 35,746 *
REIT Manager; since March
1991, Managing Director of
Security Capital Group;
from June 1988 to March
1991, Regional Partner,
Trammel Crow Residential,
Chicago, Illinois (multi-
family real estate devel-
opment and property man-
agement); prior thereto,
Executive Vice President
and Chief Financial Offi-
cer, The Mischer Corpora-
tion, Houston, Texas (mul-
ti-business holding com-
pany with investments pri-
marily in real estate).
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
COMMON SHARES
BENEFICIALLY
OWNED
AT APRIL 14,
1995
--------------
PRINCIPAL OCCUPATION DURING
LAST 5 YEARS AND
DIRECTORSHIPS OF PUBLICLY HELD TRUSTEE COMMON
TRUSTEE AGE COMPANIES SINCE SHARES PERCENT
------- --- ------------------------------- ------- ------ -------
<C> <C> <S> <C> <C> <C>
William G. Myers. 67 Chief Executive Officer of Ojai 1994 12,052 *
Ranch and Investment Company,
Inc., Santa Barbara, Califor-
nia, which he founded in 1963
(agri-business and other in-
vestments); Director, Idetek,
Inc., Sunnyvale, California
(food diagnostic start-up com-
pany); Trustee of Security Cap-
ital Industrial Trust (a REIT
affiliated with Security Capi-
tal Group).
</TABLE>
- --------
*Less than 1%
(1) Includes for Messrs. Kessler, Schweitzer, Cardwell and Myers beneficial
ownership of 6,000, 4,000, 6,000 and 2,000 Common Shares, respectively,
that are issuable upon exercise of Common Share options granted under the
Outside Trustees Plan. See "--Trustee Compensation" below.
Security Capital Group has the right to nominate up to three Trustees,
depending upon its level of beneficial ownership of Common Shares. See "Certain
Relationships and Transactions--Investor Agreement." Messrs. Blankenship,
Kelley and Polk, due to their relationship with Security Capital Group, are
deemed to be the nominees of Security Capital Group. PTR's Restated Declaration
of Trust requires that a majority of the Trustees be independent Trustees.
MEETINGS AND COMMITTEES
The Board held 26 meetings during 1994, including 20 telephonic meetings. The
Audit Committee of the Board, composed of Messrs. Cardwell and Kessler, is
responsible for recommending to the Board the appointment of independent
auditors, reviewing all recommendations of the auditors with respect to
accounting methods and internal controls of PTR, reviewing and approving non-
audit services, and reviewing the scope of the audits conducted by the
auditors. The Audit Committee held one meeting during 1994. PTR has no standing
nominating or compensation committees. During 1994, each Trustee attended at
least 75 percent of the total number of meetings of the Board and the
committees on which he served (during the periods that he served except Messrs.
Cardwell and Kelley, who attended 69 percent and 54 percent, respectively, of
the total number of meetings of the Board and the committees on which they
served).
TRUSTEE COMPENSATION
Trustees who are not employees of the REIT Manager or any of its affiliates
receive an annual retainer of $14,000, meeting fees of $1,000 for each Board
meeting attended (other than telephonic meetings), and the chairpersons of each
committee, receive an additional retainer of $1,000. Both the retainers and
meeting fees are paid quarterly. Employees of the REIT Manager or any of its
affiliates who are Trustees are not paid any Trustee fees. Hence, Messrs.
Blankenship and Polk are not separately compensated for serving as Trustees.
Trustees are reimbursed for any out-of-town travel expenses incurred in
connection with attendance at Board meetings.
In addition, pursuant to the Outside Trustees Plan each Trustee who is not an
employee of the REIT Manager or any of its affiliates on the date of each
annual meeting of shareholders held prior to January 1, 1997 is entitled to
receive an option to purchase 2,000 Common Shares at a price per share equal to
the closing price on the New York Stock Exchange on such date.
4
<PAGE>
OUTSIDE TRUSTEES PLAN
At the 1987 annual meeting, shareholders approved the issuance of up to
200,000 Common Shares under PTR's Share Option Plan for Outside Trustees (the
"Outside Trustees Plan"). Options granted under the Outside Trustees Plan are
for a five-year term and are immediately exercisable in whole or in part. The
exercise price of options granted may not be less than the fair market value of
Common Shares on the date of grant. There are currently 128,000 Common Shares
available for future options under the Outside Trustees Plan.
Options granted under the Outside Trustees Plan provide that the option
holder may, in the event of the acquisition of 50% or more of the outstanding
Common Shares as the result of any cash tender offer or exchange offer (other
than one made by PTR), exercise the options immediately or surrender the
options, or any unexercised portion thereof, to PTR and receive cash from PTR
equal to the difference between the exercise price of each option and the per
Common Share price of the tender offer or exchange offer, multiplied by the
number of Common Shares for which options are held.
PTR OFFICERS--EMPLOYEES OF THE REIT MANAGER
Effective March 1, 1991, all of the officers of PTR became officers and
employees of the REIT Manager and, since then, have been compensated solely by
the REIT Manager for their services as employees of the REIT Manager, including
the services which such persons perform pursuant to the REIT Management
Agreement between the REIT Manager and PTR described below. All executive
functions of PTR are performed by the REIT Manager and PTR has no employees.
See "Certain Relationships and Transactions--REIT Management Agreement."
5
<PAGE>
PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return on Common Shares against the
cumulative total return of the Standard & Poor's Composite--500 Stock Index
and the National Association of Real Estate Investment Trusts, Inc. ("NAREIT")
Non-Healthcare Equity REIT Index for the five-year period commencing January
1, 1990 and ended December 31, 1994. The Common Share price performance shown
on the graph is not necessarily indicative of future price performance.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN (1)
PTR COMMON SHARES, S & P COMPOSITE-500 STOCK INDEX & NAREIT NON-HEALTHCARE
EQUITY REIT INDEX
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------------------
1990 1991 1992 1993 1994
------ ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
PTR................................ $84.04 $129.98 $193.34 $288.82 $276.41
S&P 500............................ 96.89 126.42 136.09 149.80 147.83
NAREIT............................. 76.38 98.85 119.28 141.58 146.02
</TABLE>
- --------
(1) Assumes that the value of the investment in Common Shares and each index
was $100 on January 1, 1990 and that all dividends were reinvested.
According to Wilshire Associates Incorporated, PTR Common Shares provided
the highest total return of any public, non-healthcare equity REIT security
over the last five years for REITs with a capitalization of over $50 million.
6
<PAGE>
CERTAIN RELATIONSHIPS AND TRANSACTIONS
MERGER AND PUBLIC OFFERINGS
On December 6, 1994, PTR entered into a merger agreement with Security
Capital Pacific Incorporated, a Maryland corporation ("PACIFIC"), and Security
Capital Group, providing for the merger (the "Merger") of PACIFIC with and into
PTR. The Merger was consummated on March 23, 1995. Pursuant to the Merger, each
then outstanding share of PACIFIC common stock was converted into the right to
receive 0.611 Common Shares. Security Capital Group was the principal
stockholder of PACIFIC prior to the Merger, having owned approximately 97.6% of
PACIFIC's common stock outstanding at the time of the Merger. Security Capital
Group's PACIFIC common stock was converted into 8,266,112 Common Shares
pursuant to the terms of the Merger. In addition, William D. Sanders, the
Chairman of Security Capital Group, and William G. Myers and John C.
Schweitzer, both Trustees of PTR, received 9,165, 9,165 and 7,637 Common
Shares, respectively, upon conversion of their PACIFIC common stock pursuant to
the terms of the Merger. Upon consummation of the Merger, PTR changed its name
from "Property Trust of America" to "Security Capital Pacific Trust."
Security Capital Group purchased approximately $60.6 million of Common Shares
in PTR's August 1994 public rights offering at a price of $18.25 per Common
Share. Also, Security Capital Group purchased approximately $50.0 million of
Common Shares in a public subscription offering that closed concurrently with
the Merger at a price of $16.375 per Common Share. Such purchases were made on
the same terms and at the same times available to other PTR shareholders or
investors generally.
REIT MANAGEMENT AGREEMENT
Effective March 1, 1991, PTR entered into an agreement (as amended and
restated, the "REIT Management Agreement") with the REIT Manager to provide
management services to PTR. The REIT Manager is a wholly owned subsidiary of
Security Capital Group, which currently owns approximately 37.9% of the Common
Shares. See "Principal Shareholders." All officers of PTR are employees of the
REIT Manager and PTR has no employees. The REIT Manager provides both strategic
and day-to-day management of PTR, including research, investment analysis,
acquisition and development, asset management, capital markets, legal and
accounting services.
The REIT Management Agreement requires PTR to pay a base annual fee of
$855,000 plus 16% of cash flow as defined in the REIT Management Agreement
("Cash Flow") in excess of $4,837,000. In the REIT Management Agreement, Cash
Flow is calculated by reference to PTR's cash flow from operations before
deducting (i) fees paid to the REIT Manager, (ii) extraordinary expenses
incurred at the request of the independent Trustees of PTR, and (iii) 33% of
any interest paid by PTR on convertible subordinated debentures (of which there
have been none since the inception of the REIT Management Agreement); and,
after deducting actual or assumed regularly scheduled principal and interest
payments on long term debt. The REIT Management Agreement provides that the
$200 million of senior notes issued by PTR in February 1994 are treated as
having regularly scheduled principal and interest payments like a 20-year,
level monthly payment, fully amortizing mortgage, and the assumed principal and
interest payments are deducted from Cash Flow in determining the fee. Cash Flow
does not include realized gains from dispositions of investments or income from
cash equivalent investments. The REIT Manager also receives a fee of 0.25% per
year on the average daily balance of cash equivalent investments.
PTR is obligated to reimburse the REIT Manager for certain expenses incurred
by the REIT Manager on behalf of PTR, primarily travel expenses incurred in
seeking financing, property acquisitions, property sales, property development
and similar activities on behalf of PTR.
7
<PAGE>
The REIT Management Agreement is renewable by PTR annually, subject to a
determination by the independent Trustees that the REIT Manager's performance
has been satisfactory and that the compensation payable to the REIT Manager is
fair. PTR may terminate the REIT Management Agreement on 60 days' notice.
Because of the year-to-year nature of the agreement, its maximum effect on
PTR's results of operations cannot be predicted, other than that REIT
Management fees will generally increase or decrease in proportion to cash flow
increases or decreases. For 1994, the REIT Manager earned REIT management fees
totalling $13,182,000.
INVESTOR AGREEMENT
Pursuant to various agreements, as amended (the "Investor Agreement"),
between PTR and Security Capital Group, Security Capital Group is entitled to
designate three persons to be nominated for election to the Board. Messrs.
Blankenship, Kelley and Polk, due to their affiliations with Security Capital
Group, are deemed to be representatives of Security Capital Group. So long as
Security Capital Group beneficially owns at least 10% of the Common Shares, PTR
is prohibited from increasing the number of members of the Board to more than
seven. Additionally, the Investor Agreement, among other things, requires PTR
to obtain Security Capital Group's approval of (i) the annual operating budget
and substantial deviations therefrom, (ii) contracts for investment management,
property management or leasing services or that contemplate annual payments in
excess of $100,000 and (iii) acquisitions or dispositions in a single
transaction or a group of related transactions where the purchase or sale price
exceeds $5 million. The Investor Agreement also provides certain registration
rights to Security Capital Group in respect of Common Shares beneficially owned
by Security Capital Group.
Security Capital Group is permitted to acquire beneficial ownership of up to
49% of the outstanding Common Shares (assuming the conversion or exchange of
all convertible or exchangeable PTR securities) without triggering any of PTR's
anti-takeover defenses (such as the provision in PTR's Restated Declaration of
Trust permitting PTR to redeem Common Shares owned in excess of 9.8% of the
outstanding Common Shares). PTR also provided Security Capital Group a limited
exemption from the application of two anti-takeover statutes promulgated in
Maryland, the jurisdiction in which PTR is organized. Security Capital Group
agreed not to acquire for its own account or through its affiliates, as defined
in the Investor Agreement, more than 49% of the outstanding Common Shares
(assuming the conversion or exchange of all convertible or exchangeable PTR
securities) except, if at all, pursuant to an all cash tender offer for all
Common Shares which is held open for at least 90 days. PTR would not be
restricted in opposing any such tender offer.
PROPERTY MANAGEMENT
At March 31, 1995, SCG Realty Services Incorporated ("SCG Realty Services"),
a wholly owned subsidiary of Security Capital Group, managed approximately
83.5% of PTR's operating multifamily properties, with the balance in various
stages of transition to SCG Realty Services' management. Rates for services
performed by SCG Realty Services are subject to annual approval by PTR's
independent Trustees (who receive an annual review from an independent third
party). The Trustees believe such services are performed at market rates.
During 1994, PTR paid an aggregate of $7,148,000 to SCG Realty Services.
DEVELOPMENT SERVICES
PTR owns all of the preferred stock of PTR Development Services Incorporated
("PTR Development Services"), which entitles PTR to 95% of the net operating
cash flow of PTR Development Services. Security Capital Group currently owns
all of the common stock of PTR Development Services and is in negotiations to
transfer such stock at cost to an unrelated third party. The common stock is
entitled to receive the remaining 5% of net operating cash flow. During 1994,
PTR made mortgage loans to PTR Development Services in an aggregate amount of
$3,466,000 for the purchase of land for multifamily unit development. Owning
land through PTR Development Services provides greater flexibility for the use
of such land and the disposition of excess parcels. PTR expects to make similar
loans to PTR Development Services in 1995, however, PTR is unable to quantify
the amount of such loans.
8
<PAGE>
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires PTR's trustees,
officers, and beneficial owners of more than 10 percent of the outstanding
Common Shares, to file reports of ownership and changes in ownership of the
Common Shares with the Securities and Exchange Commission and to send copies of
such reports to PTR. Based solely upon a review of such reports and amendments
thereto furnished to PTR and upon written representations of certain of such
persons that they were not required to file certain of such reports, PTR
believes that no such person failed to file any such report on a timely basis
during 1994, except that Messrs. Cardwell, Myers and Polk, Trustees of PTR,
filed three, two and one reports of changes in ownership late during 1994,
respectively, and Mr. Alfredo Martinez-Urdal, a former Trustee, filed one
report of a change in ownership late during 1994.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board has selected KPMG Peat Marwick LLP, certified public accountants,
who have served as auditors for PTR since 1980, to serve again as the auditors
of PTR's books and records for the coming year. A representative of KPMG Peat
Marwick LLP is expected to be present at the annual meeting, and he will be
given an opportunity to make a statement if he desires to do so and will be
available to respond to appropriate questions.
ANNUAL REPORT
PTR's 1994 Annual Report, which includes financial statements, is being
mailed to shareholders together with this Proxy Statement. The Annual Report
does not constitute a part of the proxy solicitation material.
SHAREHOLDER PROPOSALS
Any proposal by a shareholder of PTR intended to be presented at the 1996
annual meeting of shareholders must be received by PTR at its principal
executive offices not later than December 30, 1995, for inclusion in PTR's
proxy statement and form of proxy relating to that meeting.
OTHER MATTERS
PTR is not aware of any business or matter other than those indicated above
which may properly be presented at the meeting. If, however, any other matter
properly comes before the meeting, the proxy holders will, in their discretion,
vote thereon in accordance with their best judgment.
By Order of the Board of Trustees,
PAUL E. SZUREK
Secretary
April 28, 1995
9
<PAGE>
PROXY
SECURITY CAPITAL PACIFIC TRUST
THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF TRUSTEES
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 13, 1995
The undersigned hereby appoints each of C. Ronald Blankenship, William Kell
and Paul E. Szurek, with full power of substitution, to represent the
undersigned at the annual meeting of shareholders of Security Capital Pacific
Trust to be held on June 13, 1995, and at any adjournments or postponements
thereof, and to vote at such meeting the Common Shares of Beneficial Interest
that the undersigned would be entitled to vote if present at such meeting, in
accordance with the following instructions. IF NO INSTRUCTIONS ARE INDICATED,
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR ITEM (1).
The undersigned acknowledges receipt of the Notice of Annual Meeting and the
Proxy Statement together with this Proxy.
(Continued and to be signed and dated on the reverse side.)
COMMENTS/ADDRESS CHANGE
<PAGE>
[X] Please mark
your votes
as this
____________
COMMON
1. The election of the following persons as Trustees:
C. Ronald Blankenship, James A. Cardwell, John T. Kelley, III, Calvin K.
Kessler, William G. Myers, James H. Polk, III, John C. Schweitzer
FOR WITHHOLD vote
all nominees for all nominees
[_] [_]
FOR
[_] all nominees, except the following nominees:
_____________________________________________________
2. To vote upon any other matters that may properly be presented at the meeting
according to their best judgment and in their discretion.
Please sign exactly as name appears hereon. If shares are held jointly, each
joint tenant should sign. If signing as attorney, executor, administrator,
trustee or guardian or as officer of a corporation or other entity, please give
full title.
________________________________________________________________________________
Signature
________________________________________________________________________________
Signature, if held jointly
Dated: ___________________________________________________________________, 1995
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
POSTAGE-PAID ENVELOPE.
