<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
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 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), or 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:
(2) Aggregate number of securities to which transaction applies:
(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):
(4) Proposed maximum aggregate value of transaction:
[_] 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
SECURITY CAPITAL PACIFIC TRUST
7777 MARKET CENTER AVENUE
EL PASO, TEXAS 79912
----------------
NOTICE OF 1996 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 21, 1996
To the shareholders:
The 1996 annual meeting of shareholders of Security Capital Pacific Trust
("PTR") will be held on Tuesday, May 21, 1996, at the Old El Paso Room,
Seventh Floor, Norwest Bank El Paso, 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 March 25, 1996 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,
Jeffrey A. Klopf
Secretary
April 3, 1996
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
1996 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 21, 1996
----------------
GENERAL INFORMATION
The Board of Trustees (the "Board") of Security Capital Pacific Trust
("PTR") is soliciting the accompanying proxy for use at the 1996 annual
meeting of shareholders to be held on Tuesday, May 21, 1996 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 3, 1996.
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 March 20, 1996 approximately 72,210,918 Common
Shares were outstanding. Each whole Common Share outstanding on March 25,
1996, 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 March 20, 1996 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, $1.00
par value per share ("Series A Preferred Shares"), 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 PERCENT
SHARES OF
BENEFICIALLY COMMON
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED SHARES
------------------------------------ ------------ -------
<S> <C> <C>
Security Capital Group Incorporated................ 27,389,833(1) 37.9%
125 Lincoln Avenue
Santa Fe, New Mexico 87501
William D. Sanders................................. 27,665,275(1) 38.3%
7777 Market Center Avenue
El Paso, Texas 79912
The Allstate Corporation........................... 4,001,644(2) 5.5%
2775 Sanders Road
Northbrook, Illinois 60062-6127
The Capital Group Companies, Inc................... 3,987,110(3) 5.5%
333 South Hope Street
Los Angeles, California 90071
All Trustees and Executive Officers as a Group
(16 persons)...................................... 239,841(4) *
</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 ("SCG"),
and are pledged to secure SCG's $300 million revolving line of credit
facility with a syndicate of banks. As of April 3, 1995, there were no
borrowings under the line of credit. The line of credit is also secured by
securities owned by SCG of Security Capital Industrial Trust, a publicly-
traded REIT, Security Capital Atlantic Incorporated, a private REIT, and
Security Capital U.S. Realty, an entity based in Luxembourg which invests
in real estate operating companies in the United States. SCG estimates
that the aggregate market value of the pledged securities exceeds $1.7
billion as of April 2, 1996. SCG was in compliance with all covenants
under the line of credit at December 31, 1995. Mr. Sanders may be deemed
to beneficially own the Common Shares owned by SCG, because Mr. Sanders
shares voting and dispositive power with respect to all Common Shares
owned by SCG. SCG 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
Allstate Corporation is included herein in reliance on an amendment to
Schedule 13G dated February 8, 1996 filed with the Securities and Exchange
Commission. The Allstate Corporation has sole voting and 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) Information regarding beneficial ownership of Common Shares by The Capital
Group Companies, Inc. is included herein in reliance upon information set
forth in an amendment to Schedule 13G dated February 9, 1996 filed with
the Securities and Exchange Commission. Capital Guardian Trust Company and
Capital
2
<PAGE>
Research and Management Company, operating subsidiaries of The Capital
Group Companies, Inc., exercised as of December 29, 1995, investment
discretion with respect to 232,530 and 3,754,580 Common Shares,
respectively, which were owned by various institutional investors. The
number of Common Shares held as indicated includes 1,327,110 Common Shares
resulting from the assumed conversion of Series A Preferred Shares. 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.
(4) Includes 30,000 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."
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 MARCH 20,
PRINCIPAL OCCUPATION DURING 1996
LAST 5 YEARS AND --------------
DIRECTORSHIPS OF PUBLICLY HELD TRUSTEE COMMON
TRUSTEE AGE COMPANIES SINCE SHARES PERCENT
------- --- ------------------------------ ------- ------ -------
<C> <C> <S> <C> <C> <C>
Calvin K. Kessler 64 President and principal 1972 30,267 *
shareholder, Kessler
Industries, Inc., El Paso,
Texas (manufacturer of
furniture and aluminum
castings).
James H. Polk III 53 Since August 1992, Managing 1976 50,000 *
Director, Security Capital
Markets Group Incorporated,
Santa Fe, New Mexico;
affiliated with the REIT
Manager since March 1991;
prior thereto, President and
Chief Executive Officer of PTR
for sixteen years until
December 1992; registered with
the National Association of
Securities Dealers, Inc.; past
president and Trustee of the
National Association of Real
Estate Investment Trusts, Inc.
John C. Schweitzer 51 Managing Partner, Continental 1976 32,602 *
Properties Company, Austin,
Texas (real estate and
investments).
James A. Cardwell 64 Chairman and Chief Executive 1980 30,765 *
Officer, Petro Stopping
Centers, L.P., El Paso, Texas
(operation of full-service
truck stopping centers);
Director, El Paso Electric
Company.
John T. Kelley III 55 Advisory Trustee of Security 1988 14,784 *
Capital Industrial Trust,
Aurora, Colorado (a REIT
affiliated with SCG which owns
and develops industrial
properties in the United
States); from 1987 to 1991,
Chairman of the Board, Kelley-
Harris Company, Inc., El Paso,
Texas (real estate investment
company); from 1968 to 1987,
Managing Director, LaSalle
Partners Limited, Chicago,
Illinois (corporate real
estate services); Director of
SCG and Texas Commerce Bank El
Paso, National Association.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
COMMON SHARES
BENEFICIALLY
OWNED
AT MARCH 20,
PRINCIPAL OCCUPATION DURING 1996
LAST 5 YEARS AND --------------
DIRECTORSHIPS OF PUBLICLY TRUSTEE COMMON
TRUSTEE AGE HELD COMPANIES SINCE SHARES PERCENT
------- --- --------------------------- ------- ------ -------
<C> <C> <S> <C> <C> <C>
C. Ronald Blankenship 46 Chairman of PTR and the 1991 35,746 *
REIT Manager; since March
1991, Managing Director of
SCG; from June 1988 to
March 1991, Regional
Partner, Trammel Crow
Residential, Chicago,
Illinois (multifamily real
estate development and
property management); prior
thereto, Executive Vice
President and Chief
Financial Officer, The
Mischer Corporation,
Houston, Texas (multi-
business holding company
with investments primarily
in real estate).
William G. Myers 68 Chief Executive Officer of 1994 14,052 *
Ojai Ranch and Investment
Company, Inc., Santa
Barbara, California, which
he founded in 1963 (agri-
business and other
investments); Director,
Idetek, Inc., Sunnyvale,
California (food diagnostic
start-up company); Trustee
of Security Capital
Industrial Trust.
</TABLE>
- --------
*Less than 1%
(1) Includes for each of Messrs. Kessler, Schweitzer and Cardwell beneficial
ownership of 8,000 Common Shares and beneficial ownership of 4,000 and
2,000 Common Shares for Messrs. Myers and Kelley, respectively, that are
issuable upon exercise of Common Share options granted under the Outside
Trustees Plan. See "--Trustee Compensation" below.
SCG 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 SCG, are deemed to be the nominees of SCG. PTR's
Restated Declaration of Trust requires that a majority of the Trustees be
independent Trustees.
MEETINGS AND COMMITTEES
The Board held 40 meetings during 1995, including 35 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 1995. PTR has no
standing nominating or compensation committees. During 1995, each Trustee
attended at least 75 percent of the total number of meetings of the Board and
the committees on which he served (except that Messrs. Cardwell, Kelley and
Schweitzer attended approximately 70%, 65% and 70%, respectively, of such
meetings).
TRUSTEE COMPENSATION
Trustees who are not employees of the REIT Manager or any of its affiliates
receive an annual retainer of $18,000 and 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.
4
<PAGE>
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.
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 136,000 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") Equity
REIT Index for the five-year period commencing January 1, 1991 and ended
December 31, 1995. 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 EQUITY REIT INDEX
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------------------
1991 1992 1993 1994 1995
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
PTR............................... $154.38 $229.28 $342.48 $325.82 $380.99
S&P 500........................... 130.40 140.32 154.41 156.44 215.16
NAREIT............................ 135.72 155.49 186.06 191.95 221.26
</TABLE>
- --------
(1) Assumes that the value of the investment in Common Shares and each index
was $100 on January 1, 1991 and that all dividends were reinvested.
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 SCG,
providing for the merger (the "Merger") of PACIFIC with and into PTR. The
Merger was consummated on March 23, 1995 with 80.7% of PTR's Common Shares
being voted in favor of the Merger. Pursuant to the Merger, each then
outstanding share of PACIFIC common stock was converted into the right to
receive 0.611 Common Shares. SCG 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. SCG'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 SCG, 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."
REIT MANAGEMENT AGREEMENT
Effective March 1, 1991, PTR entered into a REIT management agreement (as
amended and restated, the "REIT Management Agreement") with the REIT Manager
to provide management services to PTR. The REIT Manager is owned by SCG, 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 for PTR, including research, investment analysis, acquisition and
development services, asset management, capital markets services, disposition
of assets and 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 (iv) actual or assumed regularly scheduled principal and
interest payments for long-term debt and (v) distributions actually paid with
respect to any nonconvertible preferred shares of beneficial interest of PTR.
The REIT Management Agreement provides that the $200 million of senior notes
issued by PTR in February 1994 and the $150 million of senior notes issued by
PTR in February 1996 will be treated as having regularly scheduled principal
and interest payments similar to a 20-year, level monthly payment, fully
amortizing mortgage, and the assumed principal and interest payments will be
deducted from Cash Flow in determining the fee for future periods. Cash Flow
does not include interest and dividend income from PTR Development Services
Incorporated ("PTR Development Services"), 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 relating to PTR's operations, primarily
including third party legal, accounting and similar fees paid on behalf of
PTR, and travel expenses incurred in seeking financing, property acquisitions,
property sales, property development, attending Board and shareholder meetings
and similar activities on behalf of PTR.
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 1995, the REIT Manager earned REIT management fees
totalling $20,354,000.
7
<PAGE>
INVESTOR AGREEMENT
Pursuant to various agreements, as amended (the "Investor Agreement"),
between PTR and SCG, SCG is entitled to designate three persons to be
nominated for election to the Board. Messrs. Blankenship, Kelley and Polk, due
to their affiliations with SCG, are deemed to be representatives of SCG. So
long as SCG beneficially owns at least 10% of the Common Shares, PTR is
prohibited from increasing the number of members of the Board to more than
eight. Additionally, the Investor Agreement, among other things, requires PTR
to obtain SCG'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
SCG in respect of Common Shares beneficially owned by SCG.
SCG 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 has provided SCG a limited exemption from
the application of two anti-takeover statutes promulgated in Maryland, the
jurisdiction in which PTR is organized. SCG has 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 20, 1996, SCG Realty Services Incorporated ("SCG Realty Services"),
as property manager for most of PTR's garden style properties, and Homestead
Realty Services Incorporated ("Homestead Realty Services"), as property
manager for all of PTR's Homestead Village(R) properties, managed
approximately 88.8% of PTR's operating multifamily units, with the balance in
various stages of transition to SCG Realty Services' management. SCG owns each
of SCG Realty Services and Homestead Realty Services. Rates for services
performed by SCG Realty Services and Homestead Realty Services are subject to
annual approval by PTR's independent Trustees (who receive an annual review of
fees paid for similar services from an independent third party). The Trustees
believe such services are performed at market rates. During 1995, PTR paid
aggregate fees of $7,894,000 and $1,018,000 to SCG Realty Services and
Homestead Realty Services, respectively.
DEVELOPMENT SERVICES
PTR owns all of the preferred stock of PTR Development Services, which
entitles PTR to 95% of the net operating cash flow of PTR Development
Services. SCG owned all of the common stock of PTR Development Services during
1995. Effective as of January 1, 1996, SCG transferred such common stock to an
unaffiliated trust. The common stock is entitled to receive the remaining 5%
of net operating cash flow. During 1995, PTR made mortgage loans to PTR
Development Services in an aggregate amount of $13,972,293.20 for the purchase
of land for multifamily development, all of which was repaid on December 31,
1995. 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 1996. The
aggregate amount of such loans will vary dependent upon the volume of
development activity.
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
8
<PAGE>
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 1995, except that Mr. Schweitzer, a
Trustee of PTR, filed two reports of changes in ownership late during 1995,
Mr. Sanders, a principal shareholder of PTR, filed one report of a change in
ownership late during 1995 and Jeffrey B. Allen, an executive officer of PTR,
filed one report of a change in ownership late during 1995.
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 will be given
an opportunity to make a statement if such representative desires to do so and
will be available to respond to appropriate questions.
ANNUAL REPORT
PTR's 1995 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 1997
annual meeting of shareholders must be received by PTR at its principal
executive offices not later than November 28, 1996, 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,
Jeffrey A. Klopf
Secretary
April 3, 1996
9
<PAGE>
- -------------------------------------------------------------------------------
SECURITY CAPITAL PACIFIC TRUST
P
R THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF TRUSTEES
O
X ANNUAL MEETING OF SHAREHOLDERS
Y TO BE HELD MAY 21, 1996
The undersigned hereby appoints each of C. Ronald Blankenship,
James W. Kluber and Jeffrey A. Klopf, with full power of
substitution, to represent the undersigned at the annual meeting
of shareholders of Security Capital Pacific Trust to be held on
May 21, 1996, 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.
- ---------------------------------------------------
COMMENTS/ADDRESS CHANGE |
|
|
|
|(CONTINUED AND TO BE SIGNED
|AND DATED ON THE REVERSE
|SIDE.)
|
________________________________________________________________________________
>FOLD AND DETACH HERE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Please mark
your votes as [ X ]
indicated in
this example
FOR WITHHOLD vote
all nominees for all nominees
1. The election of the following persons as Trustees: [___] [___] 2. To vote upon any other matters that may
C. Ronald Blankenship, James A. Cardwell, properly be presented at the meeting
John T. Kelley, III, Calvin K. Kessler, according to their best judgment and in
William G. Myers, James H. Polk, III, their discretion.
John C. Schweitzer
FOR
[___] all nominees, except the following nominees:
----------------------------------------------------
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: , 1996
--------------------------
Please sign, date and return this proxy
card promptly using the enclosed
postage-paid envelope.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
FOLD AND DETACH HERE
</TABLE>
