<PAGE>
As filed with the Securities and Exchange Commission on July 16, 1997
File No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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 or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
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
SECURITY CAPITAL PACIFIC TRUST
1997 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
Jeffrey A. Klopf
Secretary
7777 Market Center Avenue
El Paso, Texas 79912
(915) 877-3900
(Agent for Service)
-----------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=========================================================================================================
Proposed Proposed
Maximum Maximum
Title of Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share* Offering Price* Registration Fee
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares of
Beneficial Interest, par 5,650,000 Shares $22.3125 $126,065,625 $38,202
value $1.00 per share
(including related preferred
share purchase rights)
=========================================================================================================
</TABLE>
* Estimated solely for the purpose of computing the registration fee on the
basis of the average of the high and low prices for the Common Shares as
reported on the New York Stock Exchange on July 11, 1997.
================================================================================
<PAGE>
Part II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of documents by reference.
The following documents, which have heretofore been filed by Security Capital
Pacific Trust (the "Trust" or "Registrant") with the Securities and Exchange
Commission (File No. 1-10272) are incorporated by reference herein and shall be
deemed to be a part hereof:
(a) Form 10-K for the year ended December 31, 1996;
(b) Form 10-Q for the quarter ended March 31, 1997;
(c) Form 8-K filed January 27, 1997, February 20, 1997, March 26,
1997 and May 29, 1997; and
(d) The description of the Trust's Common Shares of Beneficial
Interest (including the related preferred share purchase rights)
contained in the Trust's registration statement on Form 8-A, as
amended;
All documents subsequently filed by the Trust pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated herein by reference and
shall be deemed a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the issuance of the Common Shares of Beneficial Interest
registered hereunder will be passed upon for the Trust by the law firm of Mayer,
Brown & Platt, Chicago, Illinois. Mayer, Brown & Platt has represented and is
currently representing the Trust and certain of its affiliates.
Item 6. Indemnification of Trustees and Officers.
Article 4, Section 12 of the registrant's Declaration of Trust provides as
follows with respect to indemnification of Trustees:
"The Trust shall indemnify and hold harmless each Trustee from and
against all claims and liabilities, whether they proceed to judgment
or are settled, to which such Trustee may become subject by reason of
his being or having been a Trustee, or by reason of any action alleged
to have been taken or omitted by him as Trustee, and shall reimburse
him for all legal and other expenses reasonably incurred by him in
connection with any such claim or liability, including any claim or
liability arising under the provisions of federal or state securities
laws; provided, however, that no Trustee shall be indemnified or
reimbursed under the foregoing provisions in relation to any matter
unless it shall have been adjudicated that his action or omission did
not constitute willful misfeasance, bad faith or gross negligence in
the conduct of his duties, or, unless, in the absence of such an
adjudication, the Trust shall have received a written opinion
II-1
<PAGE>
from independent counsel, approved by the Trustees, to the effect that if
the matter of willful misfeasance, bad faith or gross negligence in the
conduct of duties had been adjudicated, it would have been adjudicated in
favor of such Trustee. The rights accruing to a Trustee under there
provisions shall not exclude any other right to which he may be lawfully
entitled, nor shall anything herein contained restrict the right of the
Trust to indemnify or reimburse such Trustee in any proper cause even
though not specifically provided for herein."
Article 8, Section 1 of the registrant's Declaration of Trust provides as
follows with respect to the limitation of liability for Trustees and officers
and indemnification:
"The Trustee or officer of the Trust shall not be liable for monetary
damages to the Trust or its shareholders for any act or omission in the
performance of his duties unless:
(1) the Trustee or officer actually received an improper benefit in
money, property or services (in which case, such liability shall be for the
amount of the benefit in money, property or services actually received);
(2) the Trustee's or officer's action or failure to act was the
result of active and deliberate dishonesty and was material to the cause of
action being adjudicated;
(3) the Trustee's or officer's action or failure to act constitutes
willful misconduct or deliberate recklessness; or
(4) such liability to the trust is specifically imposed upon Trustees
or officers by statute."
Article 8, Section 6 of the registrant's Declaration of Trust provides as
follows with respect to the indemnification of Trustees and officers:
"Notwithstanding any other provisions of this Declaration of Trust, the
Trust, for the purpose of providing indemnification for its Trustees and
officers, shall have the authority, without specific shareholder approval,
to enter into insurance or other arrangements with persons or entities
which are not regularly engaged in the business of providing insurance
coverage, to indemnify all Trustees and officers of the Trust against any
and all liabilities and expenses incurred by them by reason of their being
Trustees or officers of the Trust, whether or not the Trust would otherwise
have the power under this Declaration of Trust or under Maryland law to
indemnify such persons against such liability. Without limiting the power
of the Trust to procure or maintain any kind of insurance or other
arrangement, the Trust may, for the benefit of persons indemnified by it,
(i) create a trust fund, (ii) establish any form of self-insurance, (iii)
secure its indemnity obligation by grant of any security interest or other
lien on the assets of the corporation, or (iv) establish a letter of
credit, guaranty or surety arrangement. Any such insurance or other
arrangement may be procured, maintained or established within the Trust or
with any insurer or other person deemed appropriate by the Board of
Trustees regardless of whether all or part of the shares or other
securities thereof are owned in whole or in part by the Trust. In the
absence of fraud, the judgment of the Board of Trustees as to the terms and
conditions of insurance or other arrangement and identity of the insurer or
other person participating in any arrangement shall be conclusive, and such
insurance or other arrangement shall not be subject to voidability, nor
subject the Trustees approving such insurance or other arrangement to
liability, on any ground, regardless of whether Trustees participating and
approving such insurance or other arrangement shall be beneficiaries
thereof."
The registrant has entered into indemnity agreements with each of its officers
and Trustees which provide for reimbursement of all expenses and liabilities of
such officer or Trustee, arising out of any lawsuit or claim against such
officer or Trustee due to the fact that he was or is serving as an officer or
Trustee, except for such liabilities
II-2
<PAGE>
and expenses (a) the payment of which is judicially determined to be unlawful,
(b) relating to claims under Section 16(b) of the Securities Exchange Act of
1934, or (c) relating to judicially determined criminal violations.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Index to Exhibits.
Item 9. Undertakings.
A. Rule 415 Offering.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to section 13 or
section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
B. Filings Incorporating Subsequent Exchange Act Documents by Reference.
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new
II-3
<PAGE>
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Indemnification of Directors and Officers.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions of the registrant's charter or by-laws or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-4
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints C. Ronald
Blankenship, R. Scot Sellers, Patrick R. Whelan, Jeffrey A. Klopf, Bryan J.
Flanagan, Ash K. Atwood, Ariel Amir, Edward J. Schneidman and Michael T. Blair,
and each of them singly, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, to sign a
registration statement filed with the Securities and Exchange Commission
pursuant to Rule 462(b) promulgated under the Securities Act of 1933 and any and
all amendments thereto, and to file the same, with all exhibits thereto, and any
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform any and all acts and things requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or his substitute or
nominee, may lawfully do or cause to be done by virtue hereof.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 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, State of New Mexico, on July 16, 1997.
SECURITY CAPITAL PACIFIC TRUST
By /s/ R. Scot Sellers
-------------------------------------
R. Scot Sellers
Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- -----
<S> <C> <C>
/s/ C. RONALD BLANKENSHIP Non-Executive Chairman and Trustee July 16, 1997
- -----------------------------
C. Ronald Blankenship
/s/ R. SCOT SELLERS Chief Executive Officer and President
- ----------------------------- (Principal Executive Officer) July 16, 1997
R. Scot Sellers
/s/ BRYAN J. FLANAGAN Senior Vice President
- ----------------------------- (Principal Financial Officer) July 16, 1997
Bryan J. Flanagan
/s/ ASH K. ATWOOD Vice President and Co-Controller
- ----------------------------- (Principal Accounting Officer) July 16, 1997
Ash K. Atwood
/s/ JAMES A. CARDWELL Trustee July 16, 1997
- -----------------------------
James A. Cardwell
/s/ JOHN T. KELLEY III Trustee July 16, 1997
- -----------------------------
John T. Kelley III
/s/ CALVIN K. KESSLER Trustee July 16, 1997
- -----------------------------
Calvin K. Kessler
- ----------------------------- Trustee
William G. Myers
/s/ JAMES H. POLK III Trustee July 16, 1997
- -----------------------------
James H. Polk III
/s/ JOHN C. SCHWEITZER Trustee July 16, 1997
- -----------------------------
John C. Schweitzer
</TABLE>
II-6
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit
Number Description of Document
- ------- -----------------------
4.1 Restated Declaration of Trust dated June 18, 1991 (incorporated by
reference to Exhibit 4 to PTR's Form 10-Q for the quarter ended June
30, 1991).
4.2 First Certificate of Amendment of Restated Declaration of Trust of
PTR (incorporated by reference to Exhibit 4 to PTR's Form 10-Q for
the quarter ended June 30, 1992).
4.3 Second Certificate of Amendment of Restated Declaration of Trust of
PTR (incorporated by reference to Exhibit 3.1 to PTR's Form 8-K
dated November 22, 1993).
4.4 Third Articles of Amendment of Restated Declaration of Trust of PTR
(incorporated by reference to Exhibit 4.4 to PTR's Registration
Statement No. 33-86444).
4.5 Fifth Articles of Amendment of Restated Declaration of Trust of PTR
(incorporated by reference to Exhibit 4.5 to PTR's Form 10-K for the
year ended December 31, 1996).
4.6 Articles Supplementary relating to PTR's Cumulative Convertible
Series A Preferred Shares of Beneficial Interest (incorporated by
reference to Exhibit 3.1 to PTR's Form 8-K dated November 22, 1993).
4.7 Articles Supplementary relating to PTR's Series B Cumulative
Redeemable Preferred Shares of Beneficial Interest (incorporated by
reference to Exhibit 99.3 to PTR's Form 8-K dated May 18, 1995).
4.8 First Articles of Amendment to Articles Supplementary relating to
PTR's Series B Cumulative Redeemable Preferred Shares of Beneficial
Interest (incorporated by reference to Exhibit 3.1 to PTR's Form 10-
Q for the quarter ended September 30, 1995).
4.9 By-Laws (incorporated by reference to Exhibit 4.1 to the Trust's
Form 8-K dated November 22, 1993)
4.10 Rights Agreement dated as of July 21, 1994 between PTR and Chemical
Bank, including forms of Rights Certificate (incorporated by
reference to Exhibit 4.2 to PTR's Form 8-K dated July 19, 1994).
4.11 First Amendment dated as of February 8, 1995 to the Rights Agreement
(incorporated by reference to Exhibit 4.13 to PTR's Form 10-K for
the year ended December 31, 1994).
4.12 Security Capital Pacific Trust 1997 Long-Term Incentive Plan
(incorporated by reference to Annex II to the Security Capital Group
Incorporated Registration Statement on Form S-1 (File No. 333-
26267))
5 Opinion of Mayer, Brown & Platt
15 Letter regarding unaudited interim financial information
23.1 Consent of Mayer, Brown & Platt (included in its opinion filed as
Exhibit 5 hereto)
23.2 Consent of KPMG Peat Marwick LLP
24.1 Power of Attorney (included on page II-5)
<PAGE>
EXHIBIT 5
July 15, 1997
Security Capital Pacific Trust
7777 Market Center Avenue
El Paso, Texas 79912
Re: Registration Statement on Form S-8
1997 Long-Term Incentive Plan
Ladies and Gentlemen:
We have acted as counsel to Security Capital Pacific Trust, a Maryland
real estate investment trust ("PTR" or the "Trust"), in connection with the
proceedings (the "Trust Proceedings") taken and to be taken relating to the
registration by the Trust of an aggregate of 5,650,000 of its common shares of
beneficial interest, par value $1.00 per share (the "Common Shares"), with the
Securities and Exchange Commission (the "SEC") in connection with the Trust's
1997 Long-Term Incentive Plan (the "Plan"). We have also participated in the
preparation and filing with the SEC under the Securities Act of 1933, as
amended, of a registration statement on Form S-8 (the "Registration Statement")
relating to the Common Shares.
As counsel to PTR, we have examined originals or copies certified to
our satisfaction of the Trust's Restated Declaration of Trust, as amended, and
Bylaws, resolution of the Board of Trustees and such other Trust records,
instruments, certificates and documents and such questions of law as we
considered necessary or appropriate to enable us to express this opinion. As to
certain facts material to our opinion we have relied, to the extent we deem such
reliance proper, upon certificates of public officials and officers of PTR. In
rendering this opinion, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity to
authentic original documents of photostatic copies.
Based upon and subject to the foregoing and to the assumptions,
limitations and conditions set forth herein, we are of the opinion that upon
completion of the Trust Proceedings, the Common Shares will have been validly
issued and delivered in accordance with the Trust Proceedings and the Plan, the
Common Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ MAYER, BROWN & PLATT
<PAGE>
Exhibit 15
The Board of Trustees of
Security Capital Pacific Trust
With respect to this registration statement on Form S-8, we acknowledge our
awareness of the incorporation by reference of our report dated May 2, 1997
related to our review of interim financial information of Security Capital
Pacific Trust as of March 31, 1997 and for the three-month periods ended March
31, 1997 and 1996, which report appears in the March 31, 1997 Quarterly Report
on Form 10-Q of Security Capital Pacific Trust. Pursuant to Rule 436(c) under
the Securities Act of 1933, such report is not considered a part of a
registration statement prepared or certified by an accountant, or a report
prepared or certified by an accountant within the meaning of sections 7 and 11
of the Act.
KPMG Peat Marwick LLP
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
July 16, 1997
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Trustees of
Security Capital Pacific Trust
We consent to the incorporation by reference in this registration statement
on Form S-8 of our report dated January 29, 1997, except as to Note 13, which is
as of March 10, 1997, relating to the balance sheets of Security Capital Pacific
Trust as of December 31, 1996 and 1995, the related statements of earnings,
shareholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1996, and the related schedule as of December 31,
1996, which report appears in the December 31, 1996 Annual Report on Form 10-K
of Security Capital Pacific Trust.
KPMG Peat Marwick LLP
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
July 16, 1997
