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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. 26)
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 30,687,072
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 30,687,072
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,687,072
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.9%
14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
This Amendment No. 26 (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) ("Security
Capital"), 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, March 23, 1995, April 30, 1997 and October 8, 1997.
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 7670 South Chester Street, Englewood, Colorado 80112.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to an Agreement and Plan of Merger dated as of April 1, 1998
between PTR and Security Capital Atlantic Incorporated ("ATLANTIC"), upon the
closing of the proposed merger described in Item 4 below, each share of ATLANTIC
common stock ("ATLANTIC Stock") shall be converted into the right to receive one
Common Share. As a result, if the transaction occurs as currently proposed,
Security Capital will acquire 23,853,211 Common Shares in exchange for its
23,853,211 shares of ATLANTIC Stock.
ITEM 4. PURPOSE OF TRANSACTION
Except as described below, there are no other changes to report from the
responses previously provided in response to this Item requirement.
Pursuant to an Agreement and Plan of Merger dated as of April 1, 1998
between PTR and ATLANTIC (the "Merger Agreement"), subject to certain terms and
conditions and upon the consummation of the merger contemplated therein (the
"Merger"), ATLANTIC shall be merged with and into PTR, which shall be the
surviving entity, and that, in consideration for the Merger, each outstanding
share of ATLANTIC Stock shall be converted into the right to receive one Common
Share and each share of ATLANTIC Series A Cumulative Redeemable Preferred Stock
("ATLANTIC Series A Preferred") shall be converted into the right to receive one
share of PTR Series C Cumulative Redeemable Preferred Stock. Security Capital
owns approximately 49.9% of the outstanding shares of ATLANTIC Stock and
approximately 32.9% of the outstanding Common Shares. Pursuant to the terms of
the Merger Agreement, the Merger requires the approval of a majority of the
outstanding shares of ATLANTIC Stock and the approval of two-thirds of the
outstanding Common Shares. No approval by the holders of the ATLANTIC Series A
Preferred or any series of PTR preferred shares of beneficial interest is
required to consummate the Merger.
To induce the parties to enter into the Merger Agreement, Security Capital
has entered into a Shareholder Voting Agreement with ATLANTIC and PTR pursuant
to which, among other things and subject to certain terms and conditions,
requires Security Capital (i) not to sell, otherwise dispose of, deposit into a
voting trust, enter into a voting agreement or grant any proxy with respect to
any of the shares of ATLANTIC Stock or the Common Shares, (ii) to cause all of
the shares of ATLANTIC Stock and Common Shares it owns to be voted in favor of
the adoption of the Merger Agreement and approval of the Merger and the other
transactions contemplated by the Merger Agreement and to cause such shares of
ATLANTIC Stock and Common Shares to be voted against any alternative transaction
(as further described in Section 5.4 of the Merger Agreement) to the Merger and
(iii) not to initiate, solicit, or encourage, directly or indirectly, any
inquiries or the making or implementation of any proposal or offer with respect
to any alternative transaction to the Merger or engage in any negotiations or
discussions concerning, or provide any confidential information or data to, any
person with respect to any such alternative transaction or otherwise facilitate
any effort or attempt to make or implement such alternative transaction. If
either ATLANTIC or PTR exercises its rights under Section 5.4 of the Merger
Agreement whereby it will consider a specific alternative transaction to the
Merger, then Security Capital shall be relieved of the restrictions set forth in
clause (iii) of the preceding sentence with respect to such specific alternative
transaction. The Shareholder Voting Agreement will terminate upon the
consummation of the Merger or the termination of the Merger Agreement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a), (b) The following table sets forth, as of April 1, 1998, the
beneficial ownership of Common 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
Common Shares.
<TABLE>
<CAPTION>
Number of Shares
Beneficially Percent of
Person Owned (1) All Shares (1)
- ------ ---------------- -----------------
<S> <C> <C>
Security Capital Group Incorporated 30,687,072 (2) 32.9%
Samuel W. Bodman (3) 2,325 *
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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Ray L. Hunt (6) 390,403 *
John T. Kelley, III (7) 16,835 *
William D. Sanders (8) 304,871 *
Peter S. Willmott 17,516 *
C. Ronald Blankenship (9) 35,529 *
Thomas G. Wattles 0 *
Anthony R. Manno, Jr. (10) 3 *
Jeffrey A. Cozad (11) 4,092 *
* Less than 1%
(1) 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.
(2) These Common Shares are owned of record by SC Realty Incorporated, a wholly
owned subsidiary of Security Capital, and are pledged to secure a $400
million revolving line of credit facility with a syndicate of banks. As of
April 1, 1998, there were no borrowings outstanding under the line of
credit. The line of credit is also secured by securities owned indirectly
by Security Capital 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 Security
Capital and which invests in real estate operating companies in the United
States. Security Capital estimates that the aggregate market value of the
pledged securities exceeded $3.1 billion as of April 1, 1998. Security
Capital was in compliance with all covenants under the line of credit as of
December 31, 1997.
(3) Consists of 775 Common Shares in Diane Bodman's IRA account, 1,300 Common
Shares owned by Perry O. Barber, Jr. Family Trust for which Diane Bodman is
Trustee, 250 Common Shares held for the benefit of Caroline K. Barber and
Perry O. Barber, Mrs. Bodman's children. Mr. Bodman claims no beneficial
interest in these Common Shares.
(4) Common Shares are held in Mr. Frazee's IRA account.
(5) Includes 305 Common Shares held by Mr. Fuller's wife.
(6) Includes 916 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, the capital stock of which is held, indirectly through a
series of corporations, by trusts for the benefit of Mr. Hunt, as to which
Mr. Hunt disclaims beneficial ownership.
(7) Common Shares are held by a trust for which Mr. Kelley is trustee. Includes
options to acquire 4,000 Common Shares.
(8) Includes 84,786 Common Shares held by Mr. Sanders' family partnership,
194,849 Common Shares held by a corporation which Mr. Sanders owns and
16,071 Common Shares held by the Sanders Foundation.
(9) Includes 14,935 Common Shares owned by a corporation of which Mr.
Blankenship is a controlling shareholder.
(10) Common Shares are held in trusts for Mr. Manno's children.
(11) Common Shares are held by a trust for which Mr. Cozad is trustee.
(c) No transactions were effected by the persons in the foregoing table in
the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The responses to Items 3 and 4 above are incorporated herein by reference.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibits are filed herewith:
Exhibit 1 Agreement and Plan of Merger dated as of April 1, 1998 by and between
Security Capital Pacific Trust and Security Capital Atlantic
Incorporated (incorporated by reference to Exhibit 2.1 of the
Security Capital Pacific Trust Form 8-K dated April 1, 1998)
Exhibit 2 Shareholder Voting Agreement dated as of April 1, 1998 by and among
Security Capital Group Incorporated, Security Capital Atlantic
Incorporated and Security Capital Pacific Trust (incorporated by
reference to Exhibit 99.1 of the Security Capital Pacific Trust Form
8-K dated April 1, 1998)
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Date: April 3, 1998 SECURITY CAPITAL GROUP INCORPORATED
By:/s/ Jeffrey A. Klopf
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Name: Jeffrey A. Klopf
Title: Secretary
