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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) September 9, 1997
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SECURITY CAPITAL PACIFIC TRUST
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(Exact Name of Registrant as Specified in its Charter)
Maryland
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(State or Other Jurisdiction of Incorporation)
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1-10272 74-6056896
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(Commission File Number) (I.R.S. Employer Identification No.)
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7670 South Chester Street, Suite 100,
Englewood, Colorado 80112
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(Address of Principal Executive Offices) (Zip Code)
(303) 708-5959
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(Registrant's Telephone Number, Including Area Code)
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Item 5. Other Events
Pursuant to a Merger and Issuance Agreement, dated as of March 24, 1997, as
amended (the "Merger Agreement"), between Security Capital Group Incorporated
("Security Capital") and Security Capital Pacific Trust ("PTR"), Security
Capital agreed to cause its subsidiaries providing REIT and property management
services to PTR to be merged with and into a wholly owned subsidiary of PTR in
exchange for PTR common shares of beneficial interest, $1.00 par value per share
("Shares"), valued at $75,838,457. On September 8, 1997, shareholders of PTR
approved the transactions contemplated by the Merger Agreement as described in
the press release which is filed as an exhibit hereto and incorporated herein by
reference. On September 9, 1997, the merger transactions were consummated and
Security Capital was issued 3,295,533 Shares pursuant to the Merger Agreement.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release dated September 8, 1997.
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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: September 15, 1997 By: /s/ Jeffrey A. Klopf
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Jeffrey A. Klopf
Secretary
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Exhibit 99.1
Press Release
- --For Immediate Release--
SECURITY CAPITAL PACIFIC TRUST
Announces
Shareholder Approval to Become Internally Managed REIT
September 8, 1997 -- Security Capital Pacific Trust (PTR) (NYSE: PTR) today
announced that its shareholders voted to approve an agreement with Security
Capital Group Incorporated (Security Capital) to exchange Security Capital's
REIT management and property management companies for 3,295,533 shares of PTR
common stock. A total of 82.75% of PTR's outstanding common shares were voted.
Of those, 98.68% were voted in favor of the merger agreement, which is expected
to close on September 9, 1997, subject to the conditions in the merger
agreement.
As a result of the transaction, PTR will become an internally managed real
estate investment trust (REIT) with Security Capital continuing as its largest
shareholder. Personnel employed by the REIT management and property management
companies will become employees of PTR. The transaction is immediately
accretive to PTR's per share Funds from Operations (FFO), based on PTR's 1997
forecast.
R. Scot Sellers, PTR President and Chief Executive Officer, emphasized the
excitement and momentum generated by this transaction. "Becoming an internally-
managed company will substantially enhance PTR's strong growth fundamentals. We
have established an exceptional development pipeline that will be an important
component of future growth, and we have the team already in place to manage
these assets as they are stabilized," he said. Mr. Sellers also noted that the
company's management team will be able to increase their ownership in PTR
through the new 1997 long-term incentive compensation plan also approved by
shareholders today.
Over the past 22 months, PTR has repositioned its portfolio from markets with
less attractive growth fundamentals to well-located communities in West Coast
markets with high barriers to entry and excellent long-term growth prospects.
Today, the company has over 51% of its capital deployed in these West Coast
markets. Additionally, as of July 31, 1997, PTR owned or controlled land for
more than $916 million of new developments in these same markets, which will be
completed and stabilized at very attractive returns over the next four years.
"In our view, the strong cash flow growth we have been achieving in our West
Coast
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markets, combined with significant economic benefits to be derived from becoming
an internally managed company, will have a substantial positive impact on long-
term growth," said Mr. Sellers.
Under the terms of the agreement, Security Capital's REIT management and
property management companies were valued at $75,838,457. The number of shares
of PTR common stock issued to Security Capital was determined based on a price
per PTR common share of $23.1025, the average closing price of PTR's common
shares reported by the New York Stock Exchange for the five-day period prior to
the PTR shareholder record date of August 6, 1997 for voting on the transaction.
PTR is the preeminent real estate operating company focusing on the development,
acquisition, operation and long-term ownership of multifamily communities in the
growing markets of the western United States. PTR's primary objective is
generating long-term, sustainable growth in per share cash flow. As of July 31,
1997, PTR's portfolio of garden-style multifamily communities included 40,786
operating units, 6,672 units under construction and an estimated 8,092 units in
planning. In addition, PTR owns or controls land for future development of an
expected 3,300 additional garden-style multifamily units.
FOR MORE INFORMATION, CONTACT: K. Scott Cannon 800/982-9293
Gerard de Gunzburg 212/838-9292
In addition to historical information, this press release contains forward-
looking statements under the federal securities laws. These statements are
based on current expectations, estimates and projections about the industry and
markets in which PTR operates, management's beliefs and assumptions made by
management. Forward-looking statements are not guarantees of future performance
and involve certain risks and uncertainties which are difficult to predict.
Actual operating results may be affected by changes in national and local
economic conditions, competitive market conditions, weather, obtaining
governmental approvals and meeting development schedules, and therefore, may
differ materially from what is expressed or forecasted in this press release.
