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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 24)
Security Capital Pacific Trust
(Name of Issuer)
Common Shares of Beneficial Interest, Par Value $1.00 Per Share
(Title of Class of Securities)
814141 10 7
(CUSIP Number of Class of Securities)
Jeffrey A. Klopf, Secretary
Security Capital Group Incorporated
125 Lincoln Avenue
Santa Fe, New Mexico 87501
(505) 982-9292
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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CUSIP No. 814141 10 7
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Security Capital Group Incorporated
36-3692698
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[_]
(b)[_]
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF 7 SOLE VOTING POWER
SHARES 27,389,833
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 27,389,833
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,389,833
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.0%
14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
This Amendment No. 24 (this "Amendment") is being filed to a Schedule 13D
dated March 1, 1990 and filed by Security Capital Group Incorporated, formerly
known as Security Capital Realty Incorporated, a Maryland corporation (as
successor to Security Capital Realty Investors Incorporated) ("GROUP"), and
William D. Sanders, an individual ("Sanders"), on March 2, 1990 and amended on
March 5, 1990, March 8, 1990, March 15, 1990, March 19, 1990, March 26, 1990,
February 11, 1991, June 10, 1991, June 20, 1991, October 8, 1991, November 8,
1991, December 3, 1991, April 23, 1992, September 8, 1992, September 10, 1992,
November 9, 1992, January 18, 1993, February 17, 1993, March 31, 1994, July 12,
1994, August 25, 1994, October 7, 1994, December 6, 1994 and March 23, 1995.
ITEM 1. SECURITY AND ISSUER
This Amendment relates to common shares of beneficial interest, $1.00 par
value per share (the "Common Shares"), of Security Capital Pacific Trust, a
Maryland real estate investment trust ("PTR"), the principal executive offices
of which are at 7777 Market Center Avenue, El Paso, Texas 79912.
ITEM 2. IDENTITY AND BACKGROUND
Sanders is hereby removed as a person filing this statement as he does not
share voting or dispositive power with respect to the Common Shares owned by
GROUP.
ITEM 4. PURPOSE OF TRANSACTION
GROUP intends to play a major role in the direction of PTR for the purpose
of maximizing the value of PTR. Any influence of Sanders on the direction of
PTR will be in his capacity as Chairman and Chief Executive Officer of GROUP,
and not personally. Therefore, the reference to Sanders intending to play a
major role in the direction of PTR for the purpose of maximizing the value of
PTR is hereby deleted.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a),(b) The information previously filed which reported Sanders as a
beneficial owner of the Shares owned by GROUP and indicated that Sanders may be
deemed to beneficially own the Common Shares owned by GROUP, is hereby amended
to provide that Sanders does not beneficially own the Common Shares owned by
GROUP. Therefore, Sanders currently beneficially owns 9,165 Common Shares (0.01%
of all Common Shares), with respect to which he has sole voting and dispositive
power, and may be deemed to beneficially own an additional 266,273 Common Shares
(0.35% of all Common Shares). Any reference to Sanders intending to play a major
role in the direction of PTR for the purpose of maximizing the value of PTR is
hereby deleted as described in Item 4.
The following table sets forth the beneficial ownership of Shares for each
person named in Item 2. Unless otherwise indicated in the footnotes, each such
person has sole power to vote or to direct the vote and sole power to dispose or
direct the disposition of such Shares.
<TABLE>
<CAPTION>
Number of Shares
Beneficially Percent of
Person Owned (1)(2) All Shares (1)(2)
- ------ ---------------- -----------------
<S> <C> <C>
Security Capital Group Incorporated 27,389,833 (3) 36.0%
Samuel W. Bodman 0 *
Hermann Buerger 0 *
John P. Frazee, Jr. (4) 7,637 *
Cyrus F. Freidheim, Jr. 3,055 *
H. Laurance Fuller (5) 610 *
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C>
Ray L. Hunt (6) 390,404 *
John T. Kelley, III 16,835 *
William D. Sanders (7) 287,938 *
Peter S. Willmott 15,327 *
C. Ronald Blankenship (8) 34,385 *
Thomas G. Wattles (9) 8,750 *
David C. Dressler (10) 6,611 *
K. Dane Brooksher 611 *
</TABLE>
* Less than 1%
(1) Assumes that (i) no Common Shares are issued pursuant to the rights
offering being conducted pursuant to the Merger and Issuance Agreement
dated as of March 24, 1997 between PTR and GROUP (the "Merger Agreement")
and (ii) GROUP receives Common Shares pursuant to the Merger Agreement.
(2) For each person who owns options or warrants that are exercisable within 60
days, the calculation of the percentage ownership assumes that only that
person has exercised all of his options or warrants and that no other
person has exercised any outstanding options or warrants.
(3) These Common Shares are owned of record by SC Realty Incorporated, a wholly
owned subsidiary of GROUP, and are pledged to secure a $300 million
revolving line of credit facility with a syndicate of banks. As of April
25, 1997, there were $22 million of borrowings outstanding under the line
of credit. The line of credit is also secured by securities owned
indirectly by GROUP of Security Capital Industrial Trust, Security Capital
Atlantic Incorporated, Homestead Village Incorporated and Security Capital
U.S. Realty, an entity based in Luxembourg that is affiliated with GROUP
and which invests in real estate operating companies in the United States.
GROUP estimates that the aggregate market value of the pledged securities
exceeded $2.9 billion as of March 31, 1997. GROUP was in compliance with
all covenants under the line of credit as of March 31, 1997.
(4) Common Shares are held in an IRA account.
(5) Includes 305 Common Shares held by Mr. Fuller's children.
(6) Includes 917 Common Shares held by a family trust for which Mr. Hunt is
trustee, 2,748 Common Shares for which Mr. Hunt shares direct or indirect
beneficial ownership pursuant to powers of attorney, 15,275 Common Shares
held by a family limited partnership of which a corporation that Mr. Hunt
owns is the general partner and 9l6 Common Shares held by a corporation
that Mr. Hunt owns. Excludes 916 Common Shares that Mr. Hunt's wife owns as
a separate property and 111,800 Common Shares held by Hunt Financial
Corporation, as to which Mr. Hunt disclaims beneficial ownership.
(7) Includes 74,188 Common Shares and 9,165 Common Shares held by partnerships
and 12,500 Common Shares held by the Sanders Foundation.
(8) Includes 13,791 Common Shares owned by a corporation of which Mr.
Blankenship is a controlling shareholder.
(9) Common Shares are held in an IRA account.
(10) Includes 3,611 Common Shares held in trust accounts for which Mr. Dressler
is trustee.
(c) No transactions in Shares were effected in the past sixty days by the
persons listed in the above table.
(e) As described above, Sanders has ceased to be a beneficial owner of
more than five percent of the Shares and is therefore being removed as a person
filing this statement.
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SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Date: April 30, 1997 SECURITY CAPITAL GROUP INCORPORATED
By:/s/ Jeffrey A. Klopf
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Name: Jeffrey A. Klopf
Title: Secretary
/s/ William D. Sanders
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William D. Sanders
