SECURITY CAPITAL PACIFIC TRUST
8-K, 1996-02-06
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>
 
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549



                                   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) January 31, 1996            
                                                 -------------------------------


                        SECURITY CAPITAL PACIFIC TRUST
- --------------------------------------------------------------------------------
            (Exact Name of Registrant as Specified in its Charter)


                                   Maryland
- --------------------------------------------------------------------------------
                (State or Other Jurisdiction of Incorporation)


              1-10272                                    74-6056896
- ------------------------------------        ------------------------------------
      (Commission File Number)              (I.R.S. Employer Identification No.)


  7777 Market Center Drive, El Paso, Texas                 79912
- --------------------------------------------------------------------------------
  (Address of Principal Executive Offices)               (Zip Code)


                                (915) 877-3900
- --------------------------------------------------------------------------------
             (Registrant's Telephone Number, Including Area Code)


                                Not Applicable
- --------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)








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<PAGE>
 
Item 5.  Other Events.

         On January 31, 1996, Security Capital Pacific Trust ("PTR") issued a 
press release. A copy of the press release is included as an exhibit hereto and 
is incorporated herein by reference.

Item 7.  Financial Statements and Exhibits.

         (c) Exhibits.

                                                                  Sequential
         Exhibit No.     Document Description                     Page No.
         -----------     --------------------                     ----------

         12              Statement re Computation of Ratios
        
         99.1            Press Release dated January 31, 1996     

<PAGE>
 
                                  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 hereunto duly authorized.

                                            SECURITY CAPITAL PACIFIC TRUST

Dated: February 6, 1996                     By: /s/ James W. Kluber
                                                -----------------------------
                                                James W. Kluber
                                                Vice President and Controller


<PAGE>
 
                                                                      Exhibit 12

                        SECURITY CAPITAL PACIFIC TRUST
          COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES

                         (Dollar amounts in thousands)
<TABLE> 
<CAPTION> 
                                                        Nine Months Ended
                                                          September 30,               December 31,
                                                        ------------------    -----------------------------
                                                         1995       1994       1994       1993       1992
                                                        -------    -------    -------    -------    -------
<S>                                                     <C>        <C>        <C>        <C>        <C>  
Earnings from Operations                                $58,548    $33,004    $46,719    $23,191    $ 9,037
Add:
  Mortgage interest, net of capitalized interest            --         --         167        116      2,055
  Interest on other unsecured debt                       14,400     14,021     19,275      3,807      1,159
                                                        -------    -------    -------    -------    -------
                                                         14,400     14,021     19,442      3,923      3,214
                                                        -------    -------    -------    -------    -------

Earnings as adjusted                                    $72,948    $47,025    $66,161    $27,114    $12,251
                                                        =======    =======    =======    =======    =======

Combined Fixed Charges
  Interest net of capitalized interest                  $14,400    $14,021    $19,442    $ 3,923    $ 3,214
  Capitalized interest                                    8,597      4,254      6,029      2,818        989
                                                        -------    -------    -------    -------    -------
    Total Fixed Charges                                  22,997     18,275     25,471      6,741      4,203
                                                        =======    =======    =======    =======    =======

Ratio of earnings to combined fixed charges                 3.2        2.6        2.6        4.0        2.9
                                                        =======    =======    =======    =======    =======
</TABLE> 


<PAGE>

                               SECURITY CAPITAL
 
                                                                    Exhibit 99.1

Press Release
- -For Immediate Release-

                        SECURITY CAPITAL PACIFIC TRUST
                                   Announces
            18.85% Increase in 1995 Per Share Funds from Operations

     January 31, 1996--Security Capital Pacific Trust (New York Stock Exchange 
Symbol:PTR) reported financial results today for the 1995 calendar year. PTR 
Chairman C. Ronald Blankenship announced that for the year ended December 31, 
1995, PTR generated Funds from Operations attributable to common shares (FFO) of
$96,978,000 or $1.45 per share, on total revenues of $264,873,000, compared to 
$56,833,000 or $1.22 per share, on total revenues of $186,105,000, for the year 
ended December 31, 1994. For the year, this resulted in an 18.85% increase in 
FFO per common share over 1994. PTR had weighted average common shares 
outstanding of 67,052,000 in 1995, compared to 46,734,000 in 1994.

     In the fourth quarter of 1995, PTR generated FFO of $27,483,000 or $0.38 
per common share, compared to $16,892,000 or $0.34 per common share for the same
quarter of 1994. Total revenues for the fourth quarter were $73,577,000, 
compared to $52,909,000 for the same quarter of 1994. The increase in fourth 
quarter per share results was accomplished even though PTR's weighted average 
common shares outstanding increased 43.24% to 72,211,000 from 50,413,000 in the 
fourth quarter of 1994. Mr. Blankenship attributed PTR's solid operating 
performance to a highly focused operating strategy, the strength of its target 
market cities and continued development of a deep management team.

     Mr. Blankenship also said that Constance B. Moore, currently Managing 
Director for Operations, is moving from her current position at PTR to become 
Co-Chairman of Security Capital Atlantic Incorporated (ATLANTIC). ATLANTIC is a 
private real estate operating company focused on becoming the preeminent 
developer, owner and operator of moderate income multifamily properties in the 
southeastern United States.

     Mr. Blankenship said that Managing Director Patrick R. Whelan, who has been
responsible for property-level operations at PTR since 1994, will assume Ms. 
Moore's operating responsibilities. Mr. Blankenship said, "Ms. Moore's move to 
ATLANTIC is consistent with our management succession plan. PTR is committed to 
attracting and retaining the most talented professionals in our industry. We 
believe the best way to do that is to provide individuals with the opportunity 
to meet their career expectations by offering challenges that encourage 
professional growth."

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<PAGE>

                               SECURITY CAPITAL
 
      Mr. Whelan said PTR's target market has continued to experience strong job
growth which contributes to increased rental rates and strong occupancy levels. 
Average occupancy for PTR's total operating portfolio was 94.72% during 1995, 
compared to 94.80% in 1994. The multifamily properties that were fully 
operational on January 1, 1994, realized an increase in net operating income 
(NOI) of 7.75% in 1995, compared to 1994. The increase in NOI reflects a 3.70% 
increase in collections and a 1.51% decrease in operating expenses for the same 
period. Improved operating efficiencies have reduced PTR's operating expenses as
a percentage of rental income to 40.04% for 1995 from 43.59% in 1994.

     Development continues to be an important component of PTR's strategy to 
achieve long-term sustainable growth in per share cash flow. R. Scot Sellers, 
Managing Director for Investments, said 1995 development starts totaled 4,568 
units, at a total expected investment of $227.7 million. In 1995, a total of 
1,954 new units, representing a total investment of $80.8 million, achieved 
stabilization. Of that number, 717 units, representing $32.1 million, achieved 
stabilization in the fourth quarter.

     At year end, PTR had a total of 2,368 units in lease-up, representing a 
total budgeted investment of $112.5 million. Mr. Sellers said that an additional
1,646 units, representing a total investment of $87.7 million, are expected to 
begin lease-up during the first quarter of 1996. Properties in lease-up 
represent a significant source of future cash flow growth but will have a 
short-term dilutive impact on FFO in 1996.

     Mr. Sellers said PTR's development program will continue to focus on 
moderate income communities, offering a high level of service to the broadest 
yet most underserved segment of the renter population. In 1996, PTR expects to 
commence construction on approximately 5,771 units, representing an estimated 
investment of $272 million, of which approximately 86.5% will be moderate 
income product.

     Mr. Sellers also noted that Homestead Village, a component of PTR's 
moderate income strategy, outperformed projections for 1995. The corporate 
affordable product is designed to offer the best value for temporary corporate 
housing in major employment centers. The 12 Homestead Village properties that 
were fully operational throughout 1995 achieved an economic occupancy of 84.09%,
ahead of the underwritten occupancy level of 78%. In 1995, PTR completed eight 
Homestead properties in five cities, bringing the total number of operating 
properties to 20 in five cities at December 31, 1995. At year end, PTR had nine 
additional Homestead Village properties under construction and 19 in planning or
under control.

     Mr. Blankenship said that after a detailed review of Homestead Village's 
successful performance, PTR's Board of Trustees has asked management to evaluate
all options relating to the operation of Homestead Village assets in order to 
maximize PTR shareholder value. This would include an analysis of whether 
Homestead assets should continue to be developed within PTR, be spun out as a 
new stand-alone entity with a target market extending beyond PTR's current 
market area, or be offered for sale, merger or disposition to a national 
operator. The Board asked that this analysis be completed during 1996. Goldman, 
Sachs & Co. has been engaged to advise the Board on this matter. It is possible 
that certain actions, if pursued, may require approval of PTR's Board of 
Trustees and a possible shareholder vote.

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<PAGE>
 
     PTR is the preeminent real estate operating company focusing on the
development, acquisition, operation and long-term ownership of multifamily
properties in the growing markets of the western United States. 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 maximizing the performance of its core operating portfolio,
developing industry-leading product in targeted submarkets that exhibit strong
job growth and demographic trends and redeploying capital into targeted moderate
income developments with significant prospects for long-term cash flow growth.
As of December 31, 1995, PTR's portfolio included 40,907 operating multifamily
units, 2,368 units in lease-up, 4,904 units under construction, an estimated
4,366 units in planning and land owned or under control for future development
of an expected 8,881 units.


FOR MORE INFORMATION CONTACT:     K. Scott Canon
                                  (800) 982-9293

                                         or

                                  Gerard de Gunzburg
                                  (212) 838-9292




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<PAGE>
 
                        Security Capital Pacific Trust
                Unaudited Financial Results: December 31, 1995
                     (in thousands, except per share data)

<TABLE>
<CAPTION>
                                        For the three months ended    For the twelve months ended
                                               December 31,                  December 31,
                                        --------------------------    ---------------------------
                                           1995           1994            1995           1994
                                        -----------    -----------    ------------   ------------
<S>                                     <C>            <C>            <C>            <C>
Revenues:
  Rental income                           $73,061        $52,369        $262,473       $183,472
  Interest income                             516            540           2,400          2,633
                                          -------        -------        --------       --------
                                           73,577         52,909         264,873        186,105
                                          -------        -------        --------       --------

Expenses:
  Rental expenses                          27,971         22,351         104,046         79,013
  Depreciation                             10,523          7,203          36,685         24,614
  Interest                                  5,184          5,421          19,584         19,442
  General and administrative,
    including REIT management fee           6,050          4,002          21,306         13,966
  Provision for possible loss on
    investments                               200            --              420          1,600
  Other                                       501            218           1,136            751
                                          -------        -------        --------       --------
                                           50,429         39,195         183,177        139,386
                                          -------        -------        --------       --------

Earnings from operations                   23,148         13,714          81,696         46,719
Gain on sale of investments, net            2,623            --            2,623            --
                                          -------        -------        --------       --------
Net earnings                               25,771         13,714          84,319         46,719
Less preferred share dividends              6,388          4,025          21,823         16,100
                                          -------        -------        --------       --------
  Net earnings attributable to
    common shares:                        $19,383        $ 9,689        $ 62,496       $ 30,619
                                          =======        =======        ========       ========

Weighted average common shares
  outstanding                              72,211         50,413          67,052         46,734
                                          =======        =======        ========       ========

Per common share amounts:
  Net earnings attributable to
    common shares:                        $  0.27        $  0.19        $   0.93       $   0.66
                                          =======        =======        ========       ========

  Distributions paid                      $0.2875        $  0.25        $   1.15       $   1.00
                                          =======        =======        ========       ========

Reconciliation of Funds From
  Operations:

Net earnings attributable to
  common shares                           $19,383        $ 9,689        $ 62,496       $ 30,619
Gain on sale of investments, net           (2,623)           --           (2,623)            --
Depreciation                               10,523          7,203          36,685         24,614
Provision for possible loss on
  investments                                 200            --              420          1,600
                                          -------        -------        --------       --------
  Funds from operations attributable
    to common shares                      $27,483        $16,892        $ 96,978       $ 56,833
                                          =======        =======        ========       ========
Per common share amounts:
  Funds from operations attributable
    to common shares                      $  0.38        $  0.34        $   1.45       $   1.22
                                          =======        =======        ========       ========
</TABLE> 

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<PAGE>
 
                               SECURITY CAPITAL

                        Security Capital Pacific Trust
                Unaudited Financial Results: December 31, 1995
                         (In thousands, except units)

Investment in Real Estate:

<TABLE> 
<CAPTION> 

                                                                   12/31/95                      12/31/94
                                                            ----------------------        ---------------------- 
                                                             Total                         Total
                                                            Expected       Balance        Expected       Balance
                                                              Cost          Sheet           Cost          Sheet
                                                            --------       -------        --------       -------
<S>                                                        <C>            <C>            <C>            <C> 
In Dollars:
     Operating Properties                                  $1,568,009     $1,566,614     $1,103,584     $1,099,818
     Developments in lease up:
       Completed developments                                  18,807         18,380         21,826         21,483
       Developments under construction                         93,672         86,145         52,666         42,781
                                                           ----------     ----------     ----------     ----------
     Total developments in lease up                           112,479        104,525         74,492         64,264
     Developments Under Construction                          247,704         89,298        151,918         57,620
     Developments in Planning                                 238,634         55,016        252,657         33,194
                                                           ----------     ----------     ----------     ----------
       Subtotal                                             2,166,826      1,815,453      1,582,651      1,254,896
     Land Held for Future Development                          n/a             9,669         n/a             7,977
     Non Multifamily                                           30,744         30,744         33,415         33,415
                                                           ----------     ----------     ----------     ----------
       Total                                               $2,197,570     $1,855,866     $1,616,066     $1,296,288
                                                           ----------     ----------     ----------     ----------

                                                                                                  
                                                             No. of                        No. of               
                                                           Properties        Units       Properties        Units 
                                                           ----------        -----       ----------        -----

In Units:
     Operating Properties                                         147         40,907            114         30,958
     Developments in lease up:                                       
       Completed Developments                                       4            596              5            682
       Developments under construction                              6          1,772              4          1,101
                                                                  ---         ------            ---          -----
     Total developments in lease up                                10          2,368              9          1,783
                                                                  ---         ------            ---          -----
     Developments Under Construction                               21          4,904             17          3,425
     Developments in Planning                                      17          4,366             21          4,306
                                                                  ---         ------            ---          -----
       Total                                                      195         52,545            161         40,472
                                                                  ---         ------            ---         ------

                                                                                                         Increase
                                                                           12/31/95       12/31/94      (Decrease)
                                                                           --------       --------      ----------
Debt and Shareholders Equity:
     Line of Credit                                                       $  129,000     $  102,000     $   27,000
     Long Term Debt                                                          200,000        200,000         -   
     Mortgages Payable                                                       158,054         93,624         64,430
     Shareholders' Equity                                                  1,275,668        840,642        435,026
                                                                          ----------     ----------     ----------
                                                                          $1,762,722     $1,236,266     $  526,456
                                                                          ----------     ----------     ----------
Share Information:
     Weighted Average Common Shares Outstanding*                              67,052         46,734         20,318
                                                                              ------         ------         ------
     Total Common Shares Outstanding                                          72,211         50,456         21,755
                                                                              ------         ------         ------

*Represents year to date weighted average

</TABLE> 

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