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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. 27)
Archstone Communities Trust
(Formerly Security Capital Pacific Trust)
(Name of Issuer)
Common Shares of Beneficial Interest, Par Value $1.00 Per Share
(Title of Class of Securities)
039581 10 3
(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. 039581 10 3
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 54,540,283
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 54,540,283
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,540,283
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.2%
14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
This Amendment No. 27 (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, October 8, 1997 and
April 3, 1998.
ITEM 1. SECURITY AND ISSUER
This Amendment relates to common shares of beneficial interest, $1.00 par
value per share (the "Common Shares"), of Archstone Communities Trust, a
Maryland real estate investment trust (the "Company"), the principal executive
offices of which are at 7670 South Chester Street, Englewood, Colorado 80112.
The Company was formerly known as Security Capital Pacific Trust.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to an Agreement and Plan of Merger dated as of April 1, 1998,
as amended, between the Company and Security Capital Atlantic Incorporated
("ATLANTIC"), upon the closing of the merger described in Item 4 below, each
share of ATLANTIC common stock ("ATLANTIC Stock") was converted into the right
to receive one Common Share. As a result, Security Capital acquired 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.
Effective July 1, 1998, ATLANTIC was merged (the "Merger") with and into
the Company, with the Company being the surviving entity. Pursuant to the
Merger, each outstanding share of ATLANTIC Stock was converted into the right to
receive one Common Share and each outstanding share of ATLANTIC Series A
Cumulative Redeemable Preferred Stock was converted into the right to receive
one Series C Cumulative Redeemable Preferred Share of Beneficial Interest of the
Company. As a result, Security Capital acquired 23,853,211 Common Shares in
exchange for its 23,853,211 shares of ATLANTIC Stock.
Upon consummation of the Merger, the Company and Security Capital agreed to
amend certain terms of the Third Amended and Restated Investor Agreement dated
as of September 9, 1997 (the "Investor Agreement"), as summarized below.
Pursuant to such amendment, without first having consulted with the nominees of
Security Capital designated in writing, the Company may not seek approval of the
Board of Trustees of the Company of (i) incurring any expenses in any year
exceeding (a) any line item in the annual budget by the greater of $1,000,000 or
20% and (b) the total expenses set forth in the annual budget by 15%; (ii) the
acquisition or sale of any assets in any single transaction or series of related
transactions in the ordinary course of the Company's business where the
aggregate purchase price paid or received by the Company exceeds $50,000,000;
and (iii) entering into any new contract with a service provider (a) for
investment management, property management, or leasing services or (b) that
reasonably contemplates annual contract payments by the Company in excess of
$2,000,000.
Additionally, for so long as Security Capital owns at least 10% of the
outstanding Common Shares, the Company may not increase the number of persons
serving on the Board of Trustees to more than 12. Security Capital will also be
entitled to designate one or more persons as trustees as follows: (i) so long as
Security Capital owns at least 10% but less than 25% of the outstanding Common
Shares, it is entitled to nominate one person; and (ii) so long as Security
Capital owns at least 25% of the outstanding Common Shares, it is entitled to
nominate that number of persons as shall bear approximately the same ratio to
the total number of members of the Board of Trustees as the number of Common
Shares beneficially owned by Security Capital bears to the total number of
outstanding Common Shares.
Except for the provisions of the Investor Agreement summarized above, all
other provisions of the Investor Agreement remain in full force and effect.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a), (b) The following table sets forth, as of July 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 54,540,283 (2) 38.2%
Samuel W. Bodman (3) 2,325 *
Hermann Buerger 0 *
John P. Frazee, Jr. (4) 13,887 *
Cyrus F. Freidheim, Jr. 5,555 *
H. Laurance Fuller (5) 1,110 *
</TABLE>
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Ray L. Hunt (6) 407,403 *
John T. Kelley, III (7) 19,085 *
William D. Sanders (8) 311,026 *
Peter S. Willmott 18,922 *
C. Ronald Blankenship (9) 36,029 *
Thomas G. Wattles (10) 12 *
Anthony R. Manno, Jr. (11) 1,503 *
Jeffrey A. Cozad (12) 5,092 *
* 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.
(3) Consists of 775 Common Shares in Diane Barber Bodman's IRA account, 1,300
Common Shares owned by Perry O. Barber, Jr. Family Trust for which Diane
Barber 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 555 Common Shares held by Mr. Fuller's wife.
(6) Includes 1,666 Common Shares held by a family trust for which Mr. Hunt is
trustee, 4,998 Common Shares for which Mr. Hunt shares direct or indirect
beneficial ownership pursuant to powers of attorney, 27,775 Common Shares
held by a family limited partnership of which a corporation that Mr. Hunt
owns is the general partner and 1,666 Common Shares held by a corporation
that Mr. Hunt owns. Excludes 1,666 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 [6,000] 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) Shares held by Mr. Wattles' children.
(11) Three Common Shares are held in trusts for Mr. Manno's children.
(12) 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 Amendment No. 1 to Investor Agreement, dated July 7, 1998, between
Archstone Communities Trust and Security Capital Group
Incorporated (incorporated by reference to Exhibit 10.1 of the
Archstone Communities Trust Form 8-K dated July 6, 1998).
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: July 7, 1998 SECURITY CAPITAL GROUP INCORPORATED
By:/s/ Jeffrey A. Klopf
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Name: Jeffrey A. Klopf
Title: Secretary
