<PAGE>
As filed with the Securities and Exchange Commission on August 5, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SECURITY CAPITAL PACIFIC TRUST
------------------
(Exact name of registrant as specified in its charter)
Maryland 74-6056896
(State of incorporation (I.R.S. Employer Identification Number)
or organization)
7777 Market Center Avenue
El Paso, Texas 79912
(915) 877-3900
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
Jeffrey A. Klopf
Secretary
7777 Market Center Avenue
El Paso, Texas 79912
(915) 877-3900
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
------------------
Copies to:
Edward J. Schneidman
Mayer, Brown & Platt
190 South LaSalle Street
Chicago, Illinois 60603
------------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [_]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box: [_]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of earlier
effective registration statement for the same offering. [X] 33-86444
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [_]_________________
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [_]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED TO BE REGISTERED PER UNIT (1) OFFERING PRICE (1) FEE
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities.............. $6,758,264 100% $6,758,264 $2,330.44
====================================================================================================
</TABLE>
(1) Estimated solely for purposes of determining the registration fee.
<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities act of 1933, as amended. The contents of the Registration
Statement on Form S-3 (File No. 33-86444) filed by Security Capital Pacific
Trust ("PTR") (formerly Property Trust of America) with the Securities and
Exchange Commission (the "Commission") on November 18, 1994, as amended by the
Amendment No. 1 to Registration Statement on Form S-3 filed by PTR with the
Commission on December 1, 1994, which was declared effective by the Commission
on December 1, 1994, are incorporated herein by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Fe and State of New Mexico on the 5th day of
August, 1996.
SECURITY CAPITAL PACIFIC TRUST
By /s/ C. Ronald Blankenship
-------------------------
C. Ronald Blankenship
Chairman
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
C. Ronald Blankenship, James W. Kluber, Jeffrey A. Klopf, Ariel Amir, Edward J.
Schneidman and Philip J. Niehoff, and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, with full power of substitution
and resubstitution, for and in the name, place and stead of the undersigned and
to file the same, with all exhibits thereto, in any and all capacities, to sign
any and all amendments (including post-effective exhibits thereto, and other
documents in connection therewith) and any registration statement to register
additional securities pursuant to Rule 462 under the Securities Act with the
Securities and Exchange Commission, and hereby grants to such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
indicated on August 5, 1996.
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/s/ C. Ronald Blankenship Chairman and Trustee (Principal
- -------------------------------------- Executive Officer)
C. Ronald Blankenship
/s/ James W. Kluber Vice President (Principal Financial
- -------------------------------------- and Accounting Officer)
James W. Kluber
/s/ James A. Cardwell Trustee
- --------------------------------------
James A. Cardwell
/s/ John T. Kelley III Trustee
- --------------------------------------
John T. Kelley III
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
/s/ Calvin K. Kessler Trustee
- --------------------------------------
Calvin K. Kessler
/s/ William G. Myers Trustee
- --------------------------------------
William G. Myers
/s/ James H. Polk III Trustee
- --------------------------------------
James H. Polk III
/s/ John C. Schweitzer Trustee
- --------------------------------------
John C. Schweitzer
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NUMBER
- --------- --------------------------------------------------------- -----------
<S> <C> <C>
5.1 Opinion of Mayer, Brown & Platt..........................
15.1 Letter regarding unaudited interim financial information.
23.1 Consent of KPMG Peat Marwick LLP.........................
23.2 Consent of Mayer, Brown & Platt (included in Exhibit 5.1)
</TABLE>
<PAGE>
EXHIBIT 5.1
August 5, 1996
Security Capital Pacific Trust
125 Lincoln Avenue
Santa Fe, New Mexico 87501
Ladies and Gentlemen:
We have acted as counsel to Security Capital Pacific Trust, a Maryland
trust ("PTR"), in connection with the trust proceedings (the "Proceedings")
taken and to be taken relating to the public offering of $6,758,264 aggregate
principal amount of Debt Securities (the "Debt Securities"). The Debt Securities
are to be issued under an Indenture, dated as of February 1, 1994, as
supplemented by the First Supplemental Indenture, dated as of February 2, 1994
(as so supplemented, the "Indenture"), between PTR and State Street Bank and
Trust Company (as successor trustee to Morgan Guaranty Trust Company of New
York). In this connection, we have examined such trust and other records,
instruments, certificates and documents as we considered necessary to enable us
to express this opinion.
Based on the foregoing, it is our opinion that, upon completion of the
Proceedings, the Debt Securities will have been duly authorized for issuance
and, when the Debt Securities are duly executed, authenticated, issued and
delivered, the Debt Securities will constitute valid and legally binding
obligations of PTR entitled to the benefits of the Indenture, subject to
bankruptcy, insolvency, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to general equity
principles (whether considered in a proceeding at law or in equity).
We consent to the filing of this opinion as an exhibit to the registration
statement relating to the Debt Securities and the reference to us under the
caption "Legal Matters" therein.
Very truly yours,
MAYER, BROWN & PLATT
<PAGE>
EXHIBIT 15.1
Security Capital Pacific Trust
El Paso, Texas
Ladies and Gentleman:
Re: Accompanying Registration Statement on Form S-3
With respect to the subject registration statement, we acknowledge our
awareness of the incorporation therein of our AU 722 report dated April 23, 1996
related to our review of interim financial information.
Pursuant to Rule 436(c) under the Securities Act of 1933, such report is
not considered part of a registration statement prepared or certified by an
accountant within the meaning of sections 7 and 11 of the Act.
Very truly yours,
KPMG PEAT MARWICK LLP
Chicago, Illinois
August 5, 1996
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Trustees and Shareholders of Security Capital Pacific Trust
With respect to the accompanying Registration Statement on Form S-3 filed
by Security Capital Pacific Trust, we consent to:
(i) incorporation by reference of our report dated January 31, 1996,
except as to note 12, which is as of February 23, 1996, relating to the
balance sheets of Security Capital Pacific Trust as of December 31, 1995
and 1994, the related statements of earnings, shareholders' equity, and
cash flows for each of the years in the three-year period ended December
31, 1995, and the related schedule as of December 31, 1995, which report
appears in the December 31, 1995 annual report on Form 10-K of Security
Capital Pacific Trust, as amended by Form 10-K/A No. 1;
(ii) incorporation by reference of our report dated July 11, 1996 on
the combined statement of revenues and certain expenses of the Group A
Properties reported in the Current Report on Form 8-K dated August 1, 1996;
and
(iii) the reference to our firm under the heading "Experts" in the
Registration Statement.
KPMG PEAT MARWICK LLP
Chicago, Illinois
August 5, 1996
