<PAGE>
Registration No. 333-_______________
As filed with the Securities and Exchange Commission on July 10, 1997
================================================================================
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
(State or Other Jurisdiction of Incorporation or Organization)
74-6056896
(I.R.S. Employer Identification No.)
7777 Market Center Avenue, El Paso, Texas 79912
(Address of Principal Executive Offices) (Zip Code)
SECURITY CAPITAL PACIFIC TRUST
1996 SHARE OPTION PLAN FOR OUTSIDE TRUSTEES
(Full Title of the Plan)
Jeffrey A. Klopf, Secretary
Security Capital Pacific Trust
7777 Market Center Avenue
El Paso, Texas 79912
(Name and Address of Agent for Service)
(915) 877-3900
(Telephone Number, including Area Code, of Agent for Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to Be to Be Price Per Offering Registration
Registered Registered/1/ Share/2/ Price/2/ Fee
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares of Beneficial Interest,
$1.00 par value 100,000 Shares $22.36875 $2,236,875 $678
====================================================================================================
</TABLE>
/1/ Also registered hereby are an indeterminate number of additional Common
Shares of Beneficial Interest that may become issuable pursuant to the
anti-dilution provisions of the plan.
/2/ In accordance with Rule 457(h)(1), the offering price of Common Shares of
Beneficial Interest currently subject to options was computed based on the
exercise price (10,000 shares currently subject to options at an exercise
price of $21.75 per share). The offering price for the remaining 90,000
shares was computed based on the average of the high and low sale prices of
the Common Shares of Beneficial Interest on the New York Stock Exchange on
July 8, 1997, which was $22.4375.
================================================================================
<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 the 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) The registrant's Annual Report on Form 10-K for the year ended
December 31, 1996;
(b) The registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997;
(c) The registrant's Current Reports on Form 8-K filed January 27, 1997,
February 20, 1997, March 26, 1997 and May 29, 1997;
(d) The description of the registrant's Common Shares of Beneficial
Interest contained in the registrant's registration statement on Form
8-A; and
(e) The description of the registrant's preferred share purchase rights
contained in the registrant's registration statement on Form 8-A.
All documents subsequently filed by the registrant 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 registrant by the law firm of
Mayer, Brown & Platt, Chicago, Illinois. Mayer, Brown & Platt has represented
and is currently representing the registrant and certain of its affiliates.
Item 6. Indemnification of Directors and Officers.
Article 4, Section 12, of the registrant's Restated 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
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conduct of his duties, or, unless, in the absence of such an adjudication,
the Trust shall have received a written opinion 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 these 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 Restated Declaration of Trust
provides as follows with respect to the limitation of liability of trustees and
officers and indemnification:
"A 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 Restated Declaration of Trust
provides as follows with respect to the indemnification of trustees and
officers:
"Notwithstanding any other provisions of this Restated 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 Restated 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 the 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 or she was or is serving
as an officer or trustee, except for such
II-2
<PAGE>
liabilities and expenses (a) the payment of which is judicially determined to be
unlawful, (b) relating to claims under Section 16(b) of the Exchange Act 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) 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, as amended (the "Securities Act");
(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 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 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, 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) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 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 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) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to trustees, officers and controlling persons of the
registrant pursuant to the provisions of the registrant's charter or
II-3
<PAGE>
bylaws 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 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 trustee, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by
such trustee, 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 and will be governed by the final adjudication of such
issue.
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<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of Security Capital Pacific
Trust, a Maryland real estate investment trust, and each of the undersigned
trustees and officers of Security Capital Pacific Trust, hereby constitutes and
appoints C. Ronald Blankenship, R. Scot Sellers, Bryan J. Flanagan, Ash K.
Atwood, Jeffrey A. Klopf and Ariel Amir its or his true and lawful attorneys-in-
fact and agents, for it or him and in its or his name, place and stead, in any
and all capacities, with full power to act alone, to sign any and all amendments
to this registration statement (including post-effective amendments thereto, and
other documents in connection therewith), and to file the same, with all
exhibits thereto, and any and all documents in connection therewith, with the
Securities and Exchange Commission, hereby 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 and to all intents and purposes as it or he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereof.
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<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 the 9th day of
July, 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 indicated on the dates indicated.
Signature Title Date
--------- ------ -----
/s/ C. Ronald Blankenship Non-Executive Chairman and Trustee July 9, 1997
- ---------------------------
C. Ronald Blankenship
/s/ R. Scot Sellers Chief Executive Officer and July 9, 1997
- --------------------------- President (Principal Executive
Officer)
R. Scot Sellers
/s/ Bryan J. Flanagan Senior Vice President (Principal July 9, 1997
- --------------------------- Financial Officer)
Bryan J. Flanagan
/s/ Ash K. Atwood Vice President and Co-Controller July 9, 1997
- --------------------------- (Principal Accounting Officer)
Ash K. Atwood
/s/ James A. Cardwell Trustee July 9, 1997
- ---------------------------
James A. Cardwell
/s/ John T. Kelley III Trustee July 9, 1997
- ---------------------------
John T. Kelley III
/s/ Calvin K. Kessler Trustee July 9, 1997
- ---------------------------
Calvin K. Kessler
Trustee
- ---------------------------
William G. Myers
/s/ James H. Polk III Trustee July 9, 1997
- ---------------------------
James H. Polk III
/s/ John C. Schweitzer Trustee July 9, 1997
- ---------------------------
John C. Schweitzer
II-6
<PAGE>
EXHIBIT INDEX
Exhibit Description
- ------- -----------
4.1 Security Capital Pacific Trust 1996 Share Option Plan for Outside
Trustees.
4.2 Restated Declaration of Trust of the registrant (incorporated by
reference to Exhibit 4 to the registrant's Form 10-Q for the quarter
ended June 30, 1991).
4.3 First Certificate of Amendment of Restated Declaration of Trust of
the registrant (incorporated by reference to Exhibit 4 to the
registrant's Form 10-Q for the quarter ended June 30, 1992).
4.4 Second Certificate of Amendment of Restated Declaration of Trust of
the Registrant (incorporated by reference to Exhibit 3.1 to the
registrant's Form 8-K dated May 3, 1994).
4.5 Third Articles of Amendment of Restated Declaration of Trust of the
registrant (incorporated by reference to Exhibit 4.4 to the
registrant's Registration Statement No. 33-86444).
4.6 Fifth Articles of Amendment of Restated Declaration of Trust of the
registrant (incorporated by reference to Exhibit 4.5 to the
registrant's Form 10-K for the year ended December 31, 1996).
4.7 Articles Supplementary relating to the registrant's Series A
Preferred Shares (incorporated by reference to Exhibit 3.1 to the
registrant's Form 8-K dated November 22, 1993).
4.8 Articles Supplementary relating to the registrant's Series B
Preferred Shares (incorporated by reference to Exhibit 99.3 to the
registrant's Form 8-K dated May 18, 1995).
4.9 First Articles of Amendment to Articles Supplementary relating to
the registrant's Series B Preferred Shares (incorporated by
reference to Exhibit 3.1 to the registrant's Form 10-Q for the
quarter ended September 30, 1995).
4.10 Bylaws of the registrant (incorporated by reference to Exhibit 4.1
to the registrant's Form 8-K dated November 22, 1993).
4.11 Rights Agreement, dated as of July 21, 1994, between the registrant
and Chemical Bank, including form of Rights Certificate
(incorporated by reference to Exhibit 4.2 to the registrant's
Form 8-K dated July 19, 1994).
4.12 First Amendment, dated as of February 8, 1995, to Rights Agreement,
between the registrant and Chemical Bank (incorporated by reference
to Exhibit 4.13 to the registrant's Form 10-K for the year ended
December 31, 1994).
5 Opinion of Mayer, Brown & Platt as to the legality of the securities
registered.
15 Letter re unaudited interim financial information.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Mayer, Brown & Platt (included in its opinion filed as
Exhibit 5 hereto).
24 Power of Attorney (included at page II-5 hereof).
<PAGE>
Exhibit 4.1
SECURITY CAPITAL PACIFIC TRUST
1996 SHARE OPTION PLAN FOR OUTSIDE TRUSTEES
SECTION 1
PURPOSE
The Security Capital Pacific Trust 1996 Share Option Plan for Outside
Trustees (the "Plan") has been established by Security Capital Pacific Trust
(the "Company") to promote the interests of the Company and its shareholders by
enhancing the Company's ability to attract and retain the services of
experienced and knowledgeable trustees and by encouraging such trustees to
acquire a proprietary interest in the Company.
SECTION 2
OPTION GRANTS
2.1. Election. Each Eligible Trustee shall be entitled to the grant of
an "Option", subject to the following:
(a) Each member of the Board of Trustees of the Company (the "Board")
who is not an employee of the Company or any Related Company shall
be an "Eligible Trustee". A "Participant" is an Eligible Trustee who
has received an Option under the Plan.
(b) As of the first business day after each annual meeting of the
Company's shareholders after December 10, 1996 (the "Effective
Date"), each Trustee who is then an Eligible Trustee shall be
granted an Option to purchase 2,000 Common Shares of Beneficial
Interest, par value $1.00 per share (the "Stock").
(c) If an individual becomes an Eligible Trustee on a date other than an
annual meeting, he shall be granted an Option to purchase a number
of shares of Stock as of the date on which he first becomes an
Eligible Trustee. The number of shares subject to the Option shall
be the number which would have been subject to the Option if he had
become an Eligible Trustee at the immediate preceding annual
meeting, except that such number of shares shall be subject to a
pro-rata reduction to reflect the portion of the year prior to the
date on which he becomes an Eligible Trustee. In no event shall an
Option be granted with respect to a fractional share, and the amount
of any pro-rata reduction shall be rounded to the nearest whole
share.
<PAGE>
(d) The term "Related Company" means any company during any period in
which it is a "parent company" (as that term is defined in section
424(e) of the Internal Revenue Code of 1986, as amended (the
"Code")) or a "subsidiary corporation" (as that term is defined in
Code section 424(f)) with respect to the Company.
2.2. Option Terms. Each Option granted pursuant to this Section shall be
subject to the following:
(a) Each Option shall provide for a per-share exercise price equal to
the Fair Market Value of a share of Stock on the date as of which
the Option is granted (but in no event less than the par value of a
share of Stock). The "Fair Market Value" of a share of Stock of the
Company as of any date shall be determined in accordance with the
following rules:
(i) If the Stock is at the time listed or admitted to trading on
any stock exchange, then the Fair Market Value shall be the
average of the highest and lowest sales price per share of the
Stock on such date on the principal exchange on which the
Stock is then listed or admitted to trading or, if no such
sale is reported on that date, on the last preceding date on
which a sale was so reported.
(ii) If the Stock is not at the time listed or admitted to trading
on a stock exchange, the Fair Market Value shall be the
average of the lowest reported bid price and highest reported
asked price of the Stock on the date in question in the over-
the-counter market, as such prices are reported in a
publication of general circulation selected by the
Administrator and regularly reporting the market price of
Stock in such market.
(iii) If the Stock is not listed or admitted to trading on any stock
exchange or traded in the over-the-counter market, the Fair
Market Value shall be as determined by the Administrator in
good faith.
(b) The full purchase price of each share of Stock purchased upon the
exercise of any Option shall be paid at the time of such exercise
and, as soon as practicable thereafter, a certificate representing
the shares so purchased shall be delivered to the person entitled
thereto.
(c) The Option purchase price shall be payable in cash or in shares of
Stock held at least six months (valued at Fair Market Value as of
the day of exercise) or in any combination thereof. If a cashless
exercise procedure is established by the Company, a Trustee may
elect to pay the purchase price upon the exercise of an Option
granted pursuant to this Section through such cashless exercise
procedure.
(d) Each Option shall be immediately exercisable.
<PAGE>
(e) An Option shall expire on the earlier of: (i) the five-year
anniversary of the date it is granted; (ii) the three-month
anniversary of the Trustee's Date of Termination for any reason other
than death or Disability, or (iii) the one-year anniversary of the
Trustee's Date of Termination by reason of death or Disability.
(f) Each Option granted under this Section shall be evidenced by an
Agreement duly executed on behalf of the Company and by the Trustee
to whom such Option is granted and dated as of the applicable date of
grant. Each Agreement shall comply with and be subject to the terms
of the Plan.
(g) The Options are not intended to be "incentive stock options" as that
term is described in section 422 of the Code.
(h) A Participant's "Date of Termination" shall be the day following the
last day on which he serves as a Trustee.
(i) A Trustee shall be considered to have a "Disability" during the
period in which he is unable, by reason of a medically determinable
physical or mental impairment, to engage in any substantial gainful
activity, which condition, in the opinion of a physician selected by
the Administrator, is expected to have a duration of not less than
120 days.
SECTION 3
OPERATION AND ADMINISTRATION
3.1 Duration. The Plan shall become effective on the Effective Date,
subject to shareholder approval. Options may be awarded under the Plan prior to
such approval, provided, that no Option may be exercised prior to such approval
and, in the event such approval is not obtained, the Options shall be of no
effect. The Plan shall be unlimited in duration and, in the event of Plan
termination, shall remain in effect as long as any Options granted under it are
outstanding and not exercised; provided, however, that no new Options shall be
made under the Plan on or after the tenth anniversary of the Effective Date.
3.2 Shares Subject to Plan. The shares of Stock with respect to which
Options may be awarded under the Plan shall be currently authorized but unissued
shares or currently held or subsequently acquired by the Company as treasury
shares, including shares purchased in the open market or in private
transactions. The maximum number of shares of Stock available for Options under
the Plan shall not exceed 100,000 shares.
3.3 Adjustments to Shares. In the event of any merger, consolidation,
reorganization, recapitalization, spinoff, stock dividend, stock split, reverse
stock split, exchange or other distribution with respect to Shares or other
change in the corporate structure or capitalization affecting the Shares, the
type and number of Shares which are or may be subject to Options under the Plan
and the terms of any outstanding Options (including the exercise price at which
outstanding options may be exercised) shall be equitably adjusted by the
Administrator, in its sole discretion, to preserve the value of benefits awarded
or to be awarded to Eligible Trustees
<PAGE>
under the Plan. Upon a merger or consolidation in which the Company is not the
surviving entity, the Administrator may terminate each outstanding Option;
provided, however, in the event the Administrator elects to terminate
outstanding Options, the Optionee shall have the right immediately prior to such
merger or consolidation to exercise his Option in full even though such Option
would not otherwise be exercisable under the option vesting schedule, if any.
The existence of this Plan and the Options granted hereunder shall not
affect in any way the right or power of the Company or its shareholders to make
or authorize any or all adjustments, recapitalizations, reorganizations,
spinoffs, or other changes in the Company's capital structure or its business,
any merger or consolidation of the Company, any issue of bonds, debentures,
preferred or prior preference stocks ahead of or affecting the Company's Stock
or the rights thereof, the dissolution or liquidation of the Company, any sale
or transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise.
Except as expressly provided by the terms of this Plan, the issue by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, for cash or property or for labor or rights or warrants
to subscribe therefor or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, shall not affect Options under
the Plan.
3.4 Limit on Distribution. Distribution of shares of Stock or other
amounts under the Plan shall be subject to the following:
(a) Notwithstanding any other provision of the Plan, the Company shall
have no liability to issue any shares of Stock under the Plan or make
any other distribution of benefits under the Plan unless such delivery
or distribution would comply with all applicable laws and the
applicable requirements of any securities exchange or similar entity.
(b) The Administrator shall add such conditions and limitations to any
Options to any Participant as is necessary to comply with Section
16(a) and 16(b) of the Securities Exchange Act of 1934, and the rules
and regulations thereunder or to obtain any exemption therefrom.
(c) To the extent that the Plan provides for issuance of certificates to
reflect the transfer of shares of Stock, the transfer of such shares
may, at the direction of the Administrator, be effected on a non-
certificated basis, to the extent not prohibited by applicable law or
the rules of any stock exchange.
3.5 Taxes. All Options under the Plan are subject to all applicable
taxes.
3.6 Distributions to Disabled Persons. Notwithstanding any other
provision of the Plan, if, in the Administrator's opinion, a Participant or
other person entitled to benefits under the Plan is under a legal disability or
is in any way incapacitated so as to be unable to manage his financial affairs,
the Administrator may direct that payment be made to a relative or friend of
such person for his benefit until claim is made by a conservator or other person
legally charged with the care of his person or his estate, and such payment or
distribution shall be in
<PAGE>
lieu of any such payment to such Participant or other person. Thereafter, any
benefits under the Plan to which such Participant or other person is entitled
shall be paid to such conservator or other person legally charged with the care
of his person or his estate.
3.7 Transferability. Options are not transferable prior to exercise,
except as designated by the Participant by will or by the laws of descent and
distribution. Notwithstanding the foregoing provisions of this subsection, the
Administrator may permit transfer of Options under the Plan to be transferred to
or for the benefit of the Participant's family, subject to such limits as the
Administrator may establish.
3.8 Form and Time of Elections. Any election required or permitted under
the Plan shall be in writing, and shall be deemed to be filed when delivered to
the Secretary of the Company.
3.9 Limitation of Implied Rights. Neither the Participant nor any other
person shall, by reason of participation in the Plan, acquire any right in or
title to any assets, funds or property of the Company whatsoever prior to the
date such shares are distributed. A Participant shall have only a contractual
right to the shares, if any, distributable under the Plan, unsecured by any
assets of the Company. Nothing contained in the Plan shall constitute a
guarantee by the Company that the assets of the Company shall be sufficient to
provide any benefits to any person.
3.10 Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person acting on
it considers pertinent and reliable, and signed, made or presented by the proper
party or parties.
3.11 Action by Company. Any action required or permitted to be taken by
the Company shall be by resolution of the Board, or by action of one or more
members of the Board (including a committee of the Board) who are duly
authorized to act for the Board, by a duly authorized officer of the Board, or
(except to the extent prohibited by applicable law or the rules of any stock
exchange) by a duly authorized officer of the Company.
3.12 Gender and Number. Where the context admits, words in any gender
shall include any other gender, words in the singular shall include the plural
and the plural shall include the singular.
SECTION 4
ADMINISTRATOR
4.1 Administration. The authority to control and manage the operation
and administration of the Plan shall be vested in the Secretary of the Company
(the "Administrator") in accordance with this Section.
4.2 Powers of Administrator. The Administrator will have the authority
to establish, amend and rescind any rules and regulations relating to the Plan,
to determine the terms and provisions of any agreements made pursuant to the
Plan and to make all other determinations that may be necessary or advisable for
the administration of the Plan.
<PAGE>
4.3 Information to be Furnished to Administrator. The Company shall
furnish the Administrator with such data and information as may be required for
it to discharge its duties. The records of the Company as to the period of a
Trustee's service shall be conclusive on all persons unless determined to be
incorrect. Participants and other persons entitled to benefits under the Plan
must furnish the Administrator such evidence, data or information as the
Administrator considers desirable to carry out the terms of the Plan.
4.4 Liability and Indemnification of Administrator. The Administrator
shall not be liable to any person for any action taken or omitted in connection
with the administration of the Plan unless attributable to his own fraud or
willful misconduct; nor shall the Company be liable to any person for any such
action unless attributable to fraud or willful misconduct on the part of a
trustee or employee of the Company. The Administrator and persons acting as the
authorized delegates of the Administrator under the Plan, shall be indemnified
by the Company, to the fullest extent permitted by law, against any and all
liabilities, losses, costs and expenses (including legal fees and expenses) of
whatsoever kind and nature which may be imposed on, incurred by or asserted
against the Administrator or authorized delegates by reason of the performance
of an Administrator function if the Administrator or authorized delegates did
not act dishonestly or in willful violation of the law or regulation under which
such liability, loss, cost or expense arises. This indemnification shall not
duplicate but may supplement any coverage available under any applicable
insurance.
SECTION 5
AMENDMENT AND TERMINATION
The Board may, at any time, amend or terminate the Plan, provided that,
subject to subsection 3.3 (relating to certain adjustments to shares), no
amendment or termination may materially adversely affect the rights of any
Participant or beneficiary under any Option made under the Plan prior to the
date such amendment is adopted by the Board.
<PAGE>
Exhibit 5
July 10, 1997
The Board of Trustees
Security Capital Pacific Trust
7777 Market Center Avenue
El Paso, Texas 79912
Gentlemen:
We have acted as counsel to Security Capital Pacific Trust, a Maryland
real estate investment trust (the "Company"), in connection with the
registration of 100,000 shares of the Company's common shares of beneficial
interest, par value $1.00 per share (the "Shares"), issuable pursuant to the
Security Capital Pacific Trust 1996 Share Option Plan for Outside Trustees (the
"Plan"), on the Form S-8 Registration Statement filed by the Company with the
Securities and Exchange Commission on the date hereof (the "Registration
Statement").
As such counsel, we have examined originals or copies certified or
otherwise identified to our satisfaction of the Plan, the Company's Restated
Declaration of Trust, as amended and supplemented (the "Declaration of Trust"),
and Bylaws, resolutions of the Company's Board of Trustees and such other
records, certificates and documents and such questions of law as we considered
necessary or appropriate for purposes of this opinion. In rendering such
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 all documents submitted to us as copies.
Based upon and subject to the foregoing, we are of the opinion that the
Shares, when sold upon the exercise of options in accordance with the terms of
the Plan, will be duly authorized, legally issued, fully paid and, except as
described below, nonassessable.
Our opinion relating to the nonassessability of the Shares does not
pertain to the potential liability of shareholders of the Company for debts of
the Company. Section 5-350 of the Maryland Courts and Judicial Proceedings Code
provides that "a shareholder . . . of a real estate investment trust . . . is
not personally liable for the obligations of the real estate investment trust."
The Declaration of Trust provides that no shareholder shall be personally liable
in connection with the Company's property or the affairs of the Company. The
Declaration of Trust further provides that the Company shall indemnify and hold
harmless shareholders against all claims and liabilities and related reasonable
expenses to which they become subject by virtue of their status as current or
former shareholders. In addition, we have been advised that the Company, as a
matter of practice, inserts a clause in its business, management and other
contracts that provides that shareholders shall not be personally liable
thereunder. Accordingly, no personal liability should attach to the Company's
shareholders for contract claims under any contract containing such a clause
where adequate notice is given. However, with respect to tort claims, contract
claims where shareholder liability is not so
<PAGE>
The Board of Trustees
July 10, 1997
Page 2
negated, claims for taxes and certain statutory liability, the shareholders may,
in some jurisdictions, be personally liable for such claims and liabilities.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to our firm in the Registration
Statement.
Very truly yours,
MAYER, BROWN & PLATT
By: /s/ Edward J. Schneidman
-------------------------
Edward J. Schneidman
<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 9, 1997
<PAGE>
Exhibit 23.1
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 9, 1997
