<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)
PROPERTY TRUST OF AMERICA
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 Maximum Proposed Maximum Amount of
Title of Securities Amount to Be Offering Price Aggregate Registration
to Be Registered Registered/1/ Per Share/2/ Offering Price/2/ Fee
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares of Beneficial
Interest, $1.00 par value 30,000 Shares $16.488667 $494,660 $150
=================================================================================================
</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 upon the
basis of the average exercise price. The number of such shares and
respective per share exercise prices are as follows: 2,000 shares at $8.46;
6,000 shares at $16.34; 6,000 shares at $16.71; 8,000 shares at $15.59 and
8,000 shares at $19.34.
================================================================================
<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 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
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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 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.
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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 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
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<PAGE>
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.
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 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.
<TABLE>
<CAPTION>
Signature Title Date
- --------------------------- ---------------------------------- -------------
<S> <C> <C>
/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
R. Scot Sellers Officer)
/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
</TABLE>
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<PAGE>
<TABLE>
EXHIBIT INDEX
<C> <S>
Exhibit Description
- ------- -----------
4.1 Property Trust of America Share Option Plan for Outside Trustees
(incorporated by reference to Exhibit 10.1 to the registrant's Form
10-K for the year ended December 31, 1995).
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).
</TABLE>
<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 30,000 shares of the Company's common shares of beneficial
interest, par value $1.00 per share (the "Shares"), issuable pursuant to the
Property Trust of America 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
