<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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): OCTOBER 14, 1996
SECURITY CAPITAL PACIFIC TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND 0-4254 74-6056896
(STATE OR OTHER (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
JURISDICTION IDENTIFICATION NO.)
OF INCORPORATION)
7777 MARKET CENTER AVENUE, 79912
EL PASO, TEXAS (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
Registrant's telephone number, including area code: (915) 877-3900
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
ITEM 5. OTHER EVENTS
ACQUISITIONS:
The following acquisitions of multifamily properties, including two
properties under contract, were or will be made by Security Capital Pacific
Trust (PTR) from unrelated parties. PTR acquired, or will acquire, these
properties because PTR and its REIT manager, Security Capital Pacific
Incorporated, believe that multifamily property investments in the western
United States present excellent long term opportunities for consistent rental
increases, high occupancies and value appreciation.
PTR acquired Woodsong Village apartments on August 28, 1996 from a
corporation. Woodsong is a 262 unit, moderate income complex located in San
Bernardino County, California. PTR acquired this property for approximately
$12.3 million. At date of purchase, the property's occupancy rate was 95.4%.
PTR acquired Redwood apartments on September 20, 1996 from a limited
partnership. Redwood is a 304 unit, middle income complex located in San
Francisco, California. PTR acquired this property for approximately $37.0
million and assumed a mortgage note payable in the amount of $22.6 million. At
date of purchase, the property's occupancy rate was 97.4%.
PTR has entered into a contract with a limited partnership to purchase Fox
Creek apartments, scheduled to close in November, 1996. PTR's earnest money
has become non-refundable and acquisition of this property is likely. However,
there can be no assurance that the property will be acquired. Fox Creek is a
186 unit moderate income complex located in Layton, Utah and on October 8,
1996 was 97.8% occupied. The anticipated cost of the property is approximately
$7.9 million. PTR anticipates assuming a mortgage note payable in the amount
of $4.3 million in connection with the acquisition.
PTR has entered into a contract with a limited partnership to purchase
Summer Tree apartments, scheduled to close in October, 1996. PTR's earnest
money has become non-refundable and acquisition of this property is likely.
However, there can be no assurance that the property will be acquired. Summer
Tree is a 240 unit moderate income complex located in Salt Lake City, Utah and
on July 15, 1996 was 97.5% occupied. The anticipated cost of the property is
approximately $10.0 million. PTR anticipates assuming a mortgage note payable
in the amount of $4.4 million in connection with the acquisition.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBIT
(a) Financial Statements:
Combined Statements of Revenues and Certain Expenses for Certain
Multifamily Properties with Independent Auditors' Report thereon.
(b) Pro Forma Financial Information:
Pro Forma Balance Sheet as of June 30, 1996 (unaudited)
Pro Forma Statement of Earnings for the year ended December 31, 1995
(unaudited)
Pro Forma Statement of Earnings for the six months ended June 30, 1996
(unaudited)
(c) Exhibit:
Exhibit 23.1--Independent Auditors' Consent
2
<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 THEREUNTO DULY AUTHORIZED.
Security Capital Pacific Trust
/s/ Thomas L. Poe
By: _________________________________
Thomas L. Poe
Vice President
Date: October 14, 1996
3
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Trustees and Shareholders
Security Capital Pacific Trust:
We have audited the accompanying Combined Statement of Revenues and Certain
Expenses (the Combined Statement) of the Group B Properties described in note
1 for the year ended December 31, 1995. This Combined Statement is the
responsibility of management. Our responsibility is to express an opinion on
the Combined Statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the Combined Statement is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the Combined Statement. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation
of the Combined Statement. We believe that our audit provides a reasonable
basis for our opinion.
The accompanying Combined Statement was prepared for the purpose of
complying with the rules and regulations of the Securities and Exchange
Commission and for inclusion in Form 8-K to be filed by Security Capital
Pacific Trust as described in note 2. The presentation is not intended to be a
complete presentation of the Group B Properties' revenues and expenses.
In our opinion, the Combined Statement referred to above presents fairly, in
all material respects, the combined revenues and certain expenses as described
in note 2 of the Group B Properties for the year ended December 31, 1995, in
conformity with generally accepted accounting principles.
KPMG Peat Marwick LLP
Chicago, Illinois
October 9, 1996
4
<PAGE>
SECURITY CAPITAL PACIFIC TRUST
GROUP B PROPERTIES
COMBINED STATEMENT OF REVENUES AND CERTAIN EXPENSES
YEAR ENDED DECEMBER 31, 1995 AND THE PERIOD
FROM JANUARY 1, 1996 THROUGH THE EARLIER OF JUNE 30, 1996
OR DATE OF ACQUISITION
(IN THOUSANDS)
<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 1, 1996
THROUGH THE
EARLIER OF
JUNE 30, 1996
OR DATE OF
ACQUISITION
1995 (UNAUDITED)
------- ---------------
<S> <C> <C>
Revenues:
Rental income......................................... $13,403 5,992
Other real estate income.............................. 629 268
------- -----
14,032 6,260
------- -----
Certain expenses:
Salaries and benefits................................. 1,281 578
Utilities............................................. 835 324
Repairs and maintenance............................... 1,293 619
Management fees (note 4).............................. 547 312
Real estate taxes..................................... 960 439
Advertising and promotion............................. 246 102
Insurance............................................. 198 82
Interest expense on debt assumed (note 5)............. 2,690 1,016
Other................................................. 430 168
------- -----
8,480 3,640
------- -----
Revenues in excess of certain expenses.............. $ 5,552 2,620
======= =====
</TABLE>
The accompanying notes are an integral part of the combined statement of
revenues and certain expenses.
5
<PAGE>
SECURITY CAPITAL PACIFIC TRUST
GROUP B PROPERTIES
NOTES TO COMBINED STATEMENT OF REVENUES AND CERTAIN EXPENSES
YEAR ENDED DECEMBER 31, 1995 AND THE PERIOD FROM
JANUARY 1, 1996 THROUGH THE EARLIER OF JUNE 30, 1996
OR DATE OF ACQUISITION
(IN THOUSANDS)
(1) OPERATING PROPERTIES
The Combined Statement of Revenues and Certain Expenses (the Combined
Statement) for the year ended December 31, 1995 and the period from January 1,
1996 through the earlier of June 30, 1996 or date of acquisition, relates to
the operations of the following properties (Group B Properties) which have
been or are expected to be acquired by Security Capital Pacific Trust (PTR)
from unaffiliated parties:
<TABLE>
<CAPTION>
PURCHASE
ACQUISITION PRICE
MULTIFAMILY PROPERTY LOCATION DATE (IN THOUSANDS)
-------------------- -------- ----------- -------------
<S> <C> <C> <C>
Summertree Salt Lake City, Utah under contract $ 10,000
Mission Springs Ontario, California 5-31-96 38,500
Redwood San Francisco, California 9-20-96 37,000
Fox Creek Layton, Utah under contract 7,900
Ocean Crest San Diego, California 3-29-96 15,600
--------
$109,000
========
</TABLE>
(2) BASIS OF PRESENTATION
The accompanying Combined Statement has been prepared on the accrual basis
of accounting. The Combined Statement has been prepared for the purpose of
complying with the rules and regulation of the Securities and Exchange
Commission and for inclusion in Form 8-K to be filed by PTR. The Combined
Statement is not intended to be a complete presentation of combined revenues
and expenses of the Group B Properties for the year ended December 31, 1995
and the period from January 1, 1996 through the earlier of June 30, 1996 or
date of acquisition.
The Combined Statement excludes certain amounts which would not be
comparable to the proposed future operations of the properties as follows:
(a) depreciation of the building and improvements;
(b) interest expense related to debt not assumed;
(c) interest income;
(d) income taxes; and
(e) other income and expense items unique to the prior owners.
(3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue Recognition
Rental income from leasing activities consist of lease payments earned from
tenants under lease agreements with terms of one year or less.
6
<PAGE>
SECURITY CAPITAL PACIFIC TRUST
GROUP B PROPERTIES
NOTES TO COMBINED STATEMENT OF REVENUES AND CERTAIN EXPENSES--(CONTINUED)
Capitalization Policy
Ordinary repairs and maintenance are expensed as incurred; major
replacements and betterments are capitalized.
Advertising and Promotion
The cost of advertising and promotion is expensed as incurred.
Use of Estimates
The preparation of the Combined Statement in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the Combined Statement and
accompanying notes. Actual results could differ from those estimates.
Unaudited Interim Combined Statement
The Combined Statement for the period from January 1, 1996 through the
earlier of June 30, 1996 or date of acquisition is unaudited. In the opinion
of management, all adjustments, consisting of normal recurring accruals,
necessary for a fair presentation of the Combined Statement for the interim
period have been included. The results of operations for the interim period
are not necessarily indicative of the results to be expected for the full year
for the Group B Properties.
(4) RELATED PARTY TRANSACTIONS
Approximately $547 and $312 (unaudited) was accrued and paid in management
fees to affiliates of prior owners in 1995 and 1996, respectively.
(5) DEBT ASSUMPTION
PTR assumed outstanding debt of approximately $22,599 in connection with the
acquisition of Redwood. The debt consists of multifamily housing revenue bonds
issued by the City of Redwood City, California and is secured by the property.
The bonds bear interest at various rates (8.75% at December 31, 1995 and 5.2%
at June 30, 1996) and provide for monthly payments of principal and interest
through October 2008 when all remaining principal and interest will be due and
payable.
PTR anticipates assuming outstanding debt of approximately $4,269 in
connection with the acquisition of Fox Creek. The debt consists of a 8.71%
fixed rate mortgage note which requires monthly principal and interest
payments of $35 through May 1, 1997 when all remaining principal and interest
will be due and payable.
PTR anticipates assuming outstanding debt of approximately $4,435 in
connection with the acquisition of Summertree. The debt consists of bonds
issued by the Housing Authority of the County of Salt Lake and is secured by
the property. The bonds bear interest at a 5.4% fixed rate until December 14,
2003 and are subject to repricing at that time. The bonds provide for monthly
interest-only payments through December 15, 2018 when all remaining principal
and interest will be due and payable.
7
<PAGE>
SECURITY CAPITAL PACIFIC TRUST
PRO FORMA FINANCIAL STATEMENTS
(UNAUDITED)
The following unaudited pro forma financial statements for Security Capital
Pacific Trust (PTR) reflect the acquisition by PTR of the proprieties
disclosed in this Form 8-K, Item 5 and as reported in Form 8-K, Item 5 dated
August 1, 1996. The proforma financial statements have been prepared based
upon certain pro forma adjustments to the historical financial statements of
PTR.
The accompanying unaudited pro forma balance sheet as of June 30, 1996 has
been prepared as if the operating properties acquired, or under contract to be
acquired, subsequent to June 30, 1996 had been acquired as of the balance
sheet date.
The accompanying unaudited proforma statements of earnings of the year ended
December 31, 1995 and for the six months ended June 30, 1996 have been
prepared as if (i) the operating property acquisitions, including two
operating properties under contract, reported in this Form 8-K, Item 5 and
(ii) the operating property acquisitions reported in Form 8-K mentioned above
had occurred as of January 1, 1995. Interest expense was adjusted to reflect
the cost of pro forma line of credit borrowings that would have been required
for these pro forma acquisitions.
The unaudited pro forma financial statements do not purport to be indicative
of the results which would actually have been obtained had the transactions
described above been completed on the dates indicated or which may be obtained
in the future. The unaudited pro forma financial statements should be read in
conjunction with the combined statement of revenues and certain expenses for
certain multifamily properties included herein and the financial statements of
PTR.
8
<PAGE>
SECURITY CAPITAL PACIFIC TRUST
PRO FORMA BALANCE SHEET
JUNE 30, 1996
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA
---------- ----------- ----------
ASSETS
------
<S> <C> <C> <C>
Real Estate............................... $2,069,873 $181,900(a) $2,251,773
Less accumulated depreciation............. 97,820 -- 97,820
---------- -------- ----------
1,972,053 181,900 2,153,953
Mortgage notes receivable................. 14,696 -- 14,696
---------- -------- ----------
Total investments..................... 1,986,749 181,900 2,168,649
Cash and cash equivalents................. 4,376 -- 4,376
Accounts receivable....................... 3,473 -- 3,473
Other assets.............................. 22,318 -- 22,318
---------- -------- ----------
Total assets.......................... $2,016,916 $181,900 $2,198,816
========== ======== ==========
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
<S> <C> <C> <C>
Liabilities:
Line of credit.......................... $ 179,250 $ 86,112(b) $ 265,362
Long term debt.......................... 350,000 -- 350,000
Mortgages payable....................... 131,180 95,788(c) 226,968
Accounts payable........................ 28,014 -- 28,014
Accrued expenses and other liabilities.. 33,311 -- 33,311
---------- -------- ----------
Total liabilities..................... 721,755 181,900 903,655
---------- -------- ----------
Shareholders' Equity:
Series A Preferred shares (9,051,000
convertible shares issued; stated
liquidation preference of $25 per
share)................................. 226,275 -- 226,275
Series B Preferred shares (4,200,000
shares issued; stated liquidation
preference of $25 per share)........... 105,000 -- 105,000
Common shares (72,557,033 shares
issued)................................ 72,557 -- 72,557
Additional paid-in capital.............. 956,223 -- 956,223
Distributions in excess of net earnings. (62,956) -- (62,956)
Treasury shares (164,952 shares)........ (1,938) -- (1,938)
---------- -------- ----------
Total shareholders' equity............ 1,295,161 -- 1,295,161
---------- -------- ----------
Total liabilities and shareholders'
equity............................... $2,016,916 $181,900 $2,198,816
========== ======== ==========
</TABLE>
See accompanying notes to pro forma financial statements.
9
<PAGE>
SECURITY CAPITAL PACIFIC TRUST
PRO FORMA STATEMENT OF EARNINGS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1995
-------------------------------------------------------
HISTORICAL
------------------------------
ACQUISITIONS
---------------------
PRIOR CURRENT PRO FORMA PTR
PTR REPORT (D) REPORT (E) ADJUSTMENTS PRO FORMA
-------- ---------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Revenues:
Rental income.......... $262,473 $35,277 $8,157 $ -- $305,907
Interest............... 2,400 -- -- -- 2,400
-------- ------- ------ -------- --------
264,873 35,277 8,157 -- 308,307
-------- ------- ------ -------- --------
Expenses:
Rental expenses........ 73,808 11,404 2,414 -- 87,626
Real estate taxes...... 21,326 2,359 589 -- 24,274
Property management
fees paid to
affiliates............ 8,912 1,381 382 (427)(f) 10,248
Depreciation........... 36,685 -- -- 6,055 (g) 42,740
Interest............... 19,584 4,998 2,690 14,212 (h) 41,484
REIT management fee
paid to affiliate..... 20,354 -- -- 549 (i) 20,903
General and
administrative........ 952 -- -- -- 952
Provision for possible
loss on investments... 420 -- -- -- 420
Other.................. 1,136 -- -- -- 1,136
-------- ------- ------ -------- --------
183,177 20,142 6,075 20,389 229,783
-------- ------- ------ -------- --------
Earnings from
operations............. 81,696 15,135 2,082 (20,389) 78,524
Gain on sale of
investments............ 2,623 -- -- -- 2,623
-------- ------- ------ -------- --------
Net earnings............ 84,319 15,135 2,082 (20,389) 81,147
Less Preferred share
dividends.............. 21,823 -- -- -- 21,823
-------- ------- ------ -------- --------
Net earnings
attributable to
common shares....... $ 62,496 $15,135 $2,082 $(20,389) $ 59,324
======== ======= ====== ======== ========
Weighted average common
shares outstanding (j). 67,052 67,052
======== ========
Per common shares
amounts:
Net earnings
attributable to common
shares................. $ 0.93 $ 0.88
======== ========
<CAPTION>
SIX MONTHS ENDED JUNE 30, 1996
-------------------------------------------------------
HISTORICAL
------------------------------
ACQUISITIONS
---------------------
PRIOR CURRENT PRO FORMA PTR
PTR REPORT (D) REPORT (E) ADJUSTMENTS PRO FORMA
-------- ---------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Revenues:
Rental income.......... $155,300 $15,344 $4,296 $ -- $174,940
Interest............... 999 -- -- -- 999
-------- ------- ------ -------- --------
156,299 15,344 4,296 -- 175,939
-------- ------- ------ -------- --------
Expenses:
Rental expenses........ 42,565 4,919 1,196 -- 48,680
Real estate taxes...... 13,359 989 302 -- 14,650
Property management
fees paid to
affiliates............ 5,828 685 206 (216)(f) 6,503
Depreciation........... 21,242 -- -- 2,678 (g) 23,920
Interest............... 13,777 2,480 1,016 7,106 (h) 24,379
REIT management fee
paid to affiliate..... 11,279 -- -- 153 (i) 11,432
General and
administrative........ 506 -- -- -- 506
Other.................. 361 -- -- -- 361
-------- ------- ------ -------- --------
108,917 9,073 2,720 9,721 130,431
-------- ------- ------ -------- --------
Earnings from
operations............. 47,382 6,271 1,576 (9,721) 45,508
Gain on sale of
investments............ 8,083 -- -- -- 8,083
-------- ------- ------ -------- --------
Net earnings before
extraordinary item..... 55,465 6,271 1,576 (9,721) 53,591
Less extraordinary
item--loss on early
extinguishment of debt. 870 -- -- -- 870
-------- ------- ------ -------- --------
Net earnings............ 54,595 6,271 1,576 (9,721) 52,721
Less Preferred share
dividends.............. 12,774 -- -- -- 12,774
-------- ------- ------ -------- --------
Net earnings
attributable to
common shares....... $ 41,821 $ 6,271 $1,576 $ (9,721) $ 39,947
======== ======= ====== ======== ========
Weighted average common
shares outstanding (j). 72,217 72,217
======== ========
Per common shares
amounts:
Net earnings
attributable to common
shares................. $ 0.58 $ 0.55
======== ========
</TABLE>
See accompanying notes to pro forma financial statements.
10
<PAGE>
SECURITY CAPITAL PACIFIC TRUST
NOTES TO PRO FORMA FINANCIAL STATEMENTS
JUNE 30, 1996
(DOLLARS IN THOUSANDS)
(UNAUDITED)
(a) Represents PTR's multifamily property acquisitions and two multifamily
properties under contract to be acquired subsequent to June 30, 1996, as
follows:
<TABLE>
<CAPTION>
ACQUISITION ACQUISITION
PROPERTY DATE COST
--------------------------------- ----------- -----------
<S> <C> <C>
PREVIOUSLY REPORTED:
Newpointe 7/10/96 $ 9,400
Brighton 8/16/96 11,150
El Dorado 8/30/96 29,350*
Oakwood 9/16/96 64,800
--------
Total Previously Reported 114,700
--------
NOT PREVIOUSLY REPORTED:
Woodsong Village 8/28/96 12,300
Redwood 9/20/96 37,000
Fox Creek under contract 7,900
Summertree under contract 10,000
--------
Total Not Previously Reported 67,200
--------
$181,900
========
</TABLE>
- --------
*The final acquisition cost was $250 less than the anticipated acquisition
cost previously reported of $29,600.
(b) Reflects the use of line of credit borrowings of $86,112 to fund the pro
forma acquisition of properties subsequent to June 30, 1996.
(c) PTR assumed, or anticipates assuming approximately $95,788 in mortgage
notes payable upon the purchase of El Dorado, Oakwood, Redwood, Fox Creek and
Summer Tree apartments.
(d) Reflects historical revenues and certain expenses, including mortgage
interest if applicable, on properties acquired in 1996, or under contract to be
acquired subsequent to June 30, 1996, as previously reported by PTR on Form 8-K
dated August 1, 1996 for the year ended December 31, 1995 or for the period
from January 1, 1996 to the earlier of the respective dates of acquisition or
June 30, 1996. Historical revenues and certain expenses exclude amounts which
would not be comparable to the proposed future operations of the properties
such as certain interest expense, interest income, income taxes and
depreciation. The following table reconciles the historical financial
information for the properties previously reported (as defined below) to the
pro forma statements of earnings:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, 1995
-----------------------------------------------
PROPERTY
RENTAL RENTAL REAL ESTATE MANAGEMENT INTEREST
INCOME EXPENSE TAXES FEES EXPENSE
------- ------- ----------- ---------- --------
<S> <C> <C> <C> <C> <C>
Group A Properties (i)......... $18,119 $ 6,122 $1,105 $ 744 $3,725
Group B Properties (ii)........ 7,774 2,481 526 222 --
Group C Properties (iii)....... 9,384 2,801 728 415 1,273
------- ------- ------ ------ ------
Total properties previously
reported.................. $35,277 $11,404 $2,359 $1,381 $4,998
======= ======= ====== ====== ======
</TABLE>
11
<PAGE>
SECURITY CAPITAL PACIFIC TRUST
NOTES TO PRO FORMA FINANCIAL STATEMENTS--(CONTINUED)
<TABLE>
<CAPTION>
FOR THE PERIOD JANUARY 1, 1996 TO THE EARLIER
OF
THE DATE OF ACQUISITION OR JUNE 30, 1996
-----------------------------------------------
PROPERTY
RENTAL RENTAL REAL ESTATE MANAGEMENT INTEREST
INCOME EXPENSE TAXES FEES EXPENSE
------- ------- ----------- ---------- --------
<S> <C> <C> <C> <C> <C>
Group A Properties (i)....... $ 8,516 $2,651 $466 $376 $1,845
Group B Properties (ii)...... 2,926 963 214 135 --
Group C Properties (iii)..... 3,902 1,305 309 174 635
------- ------ ---- ---- ------
Total properties previously
reported.................. $15,344 $4,919 $989 $685 $2,480
======= ====== ==== ==== ======
</TABLE>
(i) Group A Properties consist of the following properties which were
previously reported in Form 8-K, Item 5 dated August 1, 1996 and for which
an audited combined statement of revenues and certain expenses for the year
ended December 31, 1995 was also previously reported in Form 8-K dated
August 1, 1996:
<TABLE>
<CAPTION>
PROPERTY LOCATION DATE ACQUIRED
-------- -------- -------------
<S> <C> <C>
Timberline Portland, Oregon 4/17/96
Club Pacifica San Diego, California 4/23/96
The Crossing Corona, California 5/21/96
Newpointe Orange County, California 7/10/96
Brighton Portland, Oregon 8/16/96
Oakwood San Jose, California 9/16/96
</TABLE>
(ii) Group B Properties consist of the following properties (two
properties were previously reported in Form 8-K, Item 5 dated August 1,
1996) for which an audited combined statement of revenues and certain
expenses for the year ended December 31, 1995 is presented in this Form 8-
K:
<TABLE>
<CAPTION>
PROPERTY LOCATION DATE ACQUIRED
-------- -------- -------------
<S> <C> <C>
PREVIOUSLY REPORTED:
Ocean Crest San Diego, California 3/29/96
Mission Springs Ontario, California 5/31/96
NOT PREVIOUSLY REPORTED:
Redwood San Francisco, California 9/20/96
Fox Creek Layton, Utah under contract
Summer Tree Salt Lake City, Utah under contract
</TABLE>
(iii) Group C Properties consist of the following unaudited properties
which have been previously reported in Form 8-K, Item 5 dated August 1,
1996:
<TABLE>
<CAPTION>
PROPERTY LOCATION DATE ACQUIRED
-------- -------- -------------
<S> <C> <C>
El Dorado San Diego, California 8/30/96
Quail Ridge San Francisco, California 6/13/96
Westcourt Village San Bernardino, California 3/27/96
</TABLE>
(e) Reflects historical revenues and certain expenses, including mortgage
interest if applicable, on properties acquired in 1996, or under contract to be
acquired subsequent to June 30, 1996, reported in this Form 8-K Item 5, for the
year ended December 31, 1995 or for the period from January 1, 1996 to the
earlier of the respective dates of acquisition or June 30, 1996. Historical
revenues and certain expenses exclude amounts which would not be comparable to
the proposed future operations of the properties such as certain interest
expense, interest income, income taxes and depreciation. The following table
reconciles the historical financial information for the Group B Properties to
the pro forma statements of earnings:
12
<PAGE>
SECURITY CAPITAL PACIFIC TRUST
NOTES TO PRO FORMA FINANCIAL STATEMENTS--(CONTINUED)
<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31, 1995
---------------------------------------------
REAL PROPERTY
RENTAL RENTAL ESTATE MANAGEMENT INTEREST
INCOME EXPENSE TAXES FEES EXPENSE
------- ------- ------ ---------- --------
<S> <C> <C> <C> <C> <C>
Total Group B Properties........ $14,032 $4,283 $ 960 $ 547 $2,690
Less:
Group B Properties, previously
reported..................... (7,774) (2,481) (526) (222) --
------- ------ ----- ----- ------
Group B properties, not
previously reported.......... 6,258 1,802 434 325 2,690
Group D Property (i).......... 1,899 612 155 57 --
------- ------ ----- ----- ------
Total properties, not
previously reported........ $ 8,157 $2,414 $ 589 $ 382 $2,690
======= ====== ===== ===== ======
<CAPTION>
FOR THE PERIOD JANUARY 1, 1996 TO THE
EARLIER OF
THE DATE OF ACQUISITION OR JUNE 30, 1996
---------------------------------------------
REAL PROPERTY
RENTAL RENTAL ESTATE MANAGEMENT INTEREST
INCOME EXPENSE TAXES FEES EXPENSE
------- ------- ------ ---------- --------
<S> <C> <C> <C> <C> <C>
For the period January 1, 1996
to the earlier of the date of
acquisition or June 30, 1996:
Total Group B Properties.... $ 6,260 $1,873 $ 439 $ 312 $1,016
Less:
Group B Properties, previously
reported..................... (2,926) (963) (214) (135) --
------- ------ ----- ----- ------
Group B properties, not
previously reported.......... 3,334 910 225 177 1,016
Group D Property (i).......... 962 286 77 29 --
------- ------ ----- ----- ------
Total properties, not
previously reported........ $ 4,296 $1,196 $ 302 $ 206 $1,016
======= ====== ===== ===== ======
</TABLE>
(i) Group D consists of the following unaudited property, which has not been
previously reported:
<TABLE>
<CAPTION>
PROPERTY LOCATION DATE ACQUIRED
-------- -------- -------------
<S> <C> <C>
Woodsong Village San Bernardino, California 8/28/96
</TABLE>
(f) Reflects the difference between historical property management fee
expense and PTR's management fee expense.
(g) Reflects pro forma depreciation expense adjustment resulting from
acquired properties, or properties under contract to be acquired, based on the
depreciable basis of PTR's acquisition cost, assuming asset lives ranging from
10 to 40 years. The pro forma depreciation expense adjustment amounts by
property are as follows:
<TABLE>
<CAPTION>
TWELVE SIX
PROPERTY ACQUISITION MONTHS MONTHS
-------- --------------- ENDED ENDED
DATE COSTS 12/31/95 6/30/96
------- ------- -------- -------
<S> <C> <C> <C> <C>
PREVIOUSLY REPORTED:
Westcourt Village....................... 3/27/96 $12,762 $ 256 $ 61
Ocean Crest............................. 3/29/96 15,600 316 77
Timberline ............................. 4/17/96 7,043 140 40
Club Pacifica........................... 4/23/96 14,300 286 88
The Crossing............................ 5/21/96 14,850 297 116
Missions Springs........................ 5/31/96 38,500 771 321
Quail Ridge............................. 6/13/96 17,550 351 159
Newpointe............................... 7/10/96 9,400 188 94
Brighton................................ 8/16/96 11,150 223 112
El Dorado............................... 8/30/96 29,350* 587 293
Oakwood................................. 9/16/96 64,800 1,296 646
----- -----
Total Previously Reported............. 4,711 2,007
----- -----
</TABLE>
13
<PAGE>
SECURITY CAPITAL PACIFIC TRUST
NOTES TO PRO FORMA FINANCIAL STATEMENTS--(CONTINUED)
<TABLE>
<CAPTION>
TWELVE SIX
PROPERTY ACQUISITION MONTHS MONTHS
-------- ---------------------- ENDED ENDED
DATE COSTS 12/31/95 6/30/96
-------------- ------- -------- -------
<S> <C> <C> <C> <C>
NOT PREVIOUSLY REPORTED:
Woodsong Village.................. 8/28/96 $12,300 $ 246 $ 123
Redwood........................... 9/20/96 37,000 740 369
Fox Creek......................... under contract 7,900 158 79
Summer Tree....................... under contract 10,000 200 100
------- ------
Total Not Previoulsy Reported... 1,344 671
------- ------
Grand Total................... $ 6,055 $2,678
======= ======
</TABLE>
- --------
* The final acquisition cost was $250 less than the anticipated acquisition
cost previously reported of $29,600.
(h) Represents the pro forma interest expense adjustments related to
utilization of line of credit borrowings that would have been required if the
property acquisitions had occurred at January 1, 1995:
<TABLE>
<CAPTION>
TWELVE SIX
MONTHS MONTHS
ENDED ENDED
12/31/95 6/30/96
-------- --------
<S> <C> <C>
Pro forma line of credit borrowings for operating
properties acquired or under contract to be
acquired, subsequent to 6/30/96..................... $ 86,112 $ 86,112
Line of credit borrowings required for 1996
acquisitions made prior to June 30, 1996............ 120,605 120,605
-------- --------
Total pro forma line of credit borrowings............ 206,717 206,717
Current interest rate................................ 6.875% 6.875%
Proration factor..................................... 1.0 .50
-------- --------
Pro forma interest expense adjustment................ $ 14,212 $ 7,106
======== ========
</TABLE>
(i) Reflects adjustments to PTR's REIT management fee expense related to (i)
the increase in cash flow resulting from acquisition of multifamily properties
discussed in (d) and (e) and (ii) adjustments discussed in (f) and (h):
<TABLE>
<CAPTION>
TWELVE SIX
MONTHS MONTHS
ENDED ENDED
12/31/95 6/30/96
-------- -------
<S> <C> <C>
Historical earnings from operations from
acquisitions:
Previously reported............................... $ 15,135 $ 6,271
Not Previously reported........................... 2,082 1,576
Pro Forma adjustments:
Property management fees paid to affiliates....... 427 216
Interest expense.................................. (14,212) (7,106)
-------- -------
3,432 957
REIT management fee percentage...................... 16% 16%
-------- -------
Pro Forma REIT management fee expense adjustment.... $ 549 $ 153
======== =======
</TABLE>
(j) The effect on net earnings per common share assuming conversion of the
Series A Preferred Shares is antidilutive for both the historical and pro forma
amounts.
14
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Trustees and Shareholders of
Security Capital Pacific Trust:
We consent to incorporation by reference in registration statements No. 33-
25317 (Form S-8), No. 333-4455 (Form S-4), and No. 333-12885 (Form S-3) of
Security Capital Pacific Trust of our report dated October 9, 1996 relating to
the Combined Statement of Revenues and Certain Expenses for certain
multifamily properties for the year ended December 31, 1995, which report
appears in the current report on Form 10-K of Security Capital Pacific Trust
dated October 14, 1996.
KPMG Peat Marwick LLP
Chicago, Illinois
October 14, 1996
