SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 28)
Archstone Communities Trust
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(Name of Issuer)
Common Shares of Beneficial Interest, Par Value $1.00 Per Share
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(Title of Class of Securities)
039581 10 3
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(CUSIP Number)
Jeffrey A. Klopf, Secretary
Security Capital Group Incorporated
125 Lincoln Avenue
Santa Fe, New Mexico 87501
(505) 982-9292
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 17, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box __.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
SCHEDULE 13D
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CUSIP No. 039581 10 3 Page 2 of 7 Pages
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1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Security Capital Group Incorporated
36-3692698
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2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
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(b)
-----
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3
SEC USE ONLY
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4
SOURCE OF FUNDS
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5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
-----
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6
CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
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7
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 52,950,507
OWNED BY
EACH
REPORTING
PERSON
WITH
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8
SHARED VOTING POWER
0
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9
SOLE DISPOSITIVE POWER
52,950,507
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10
SHARED DISPOSITIVE POWER
0
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11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
52,950,507
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12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
-----
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13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.06%
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14
TYPE OF REPORTING PERSON
C0
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<PAGE>
SCHEDULE 13D
This Amendment No. 28 (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 24, 1994, October 7,
1994, December 6, 1994, March 23, 1995, April 30, 1997, October 8, 1997, April
3, 1998, and July 7, 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 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.
On April 17, 2000, Security Capital agreed to exchange with an
unaffiliated person $42,5000,000 principal amount of 6.5% Convertible
Subordinated Debentures due March 29, 2016 of Security Capital (the
"Debentures") held by the unaffiliated person for 1,589,776 Common Shares
held by Security Capital.
On April 20, 2000, the settlement date of the exchange, Security
Capital transferred 1,589,776 Common Shares to an unaffiliated party. As a
result of the exchange, Security Capital reduced its ownership in the Company
from 54,540,283 Common Shares, or 39.20% of the outstanding Common Shares,
to 52,950,507 Common Shares, or 38.06% of the outstanding Common Shares.
The exchange was made in connection with Security Capital's publicly
announced Debenture repurchase program, under which Security Capital intends to
repurchase up to $60,000,000 of its Debentures. The exchange was proposed by the
other party as a means of disposing of its Debentures and because it wanted to
increase its interest in the Company. Security Capital agreed to the transaction
because it desired to repurchase Debentures at a price which met Security
Capital's repurchase objectives.
<PAGE>
Security Capital intends to maintain its position as the principal
shareholder of the Company and intends to continue to play a major role in the
direction of the Company for the purpose of maximizing the value of the Company.
Except as set forth in this Item 4, Security Capital presently has no
plans or proposals which relate to or would result in any of the actions set
forth in parts (a) through (j) of Item 4 of Schedule 13D. Security Capital may
at any time reconsider and change its plans or proposals relating to the
foregoing.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a),(b) The following table sets forth, as of April 17, 2000, 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>
Number of Shares Percent of All
Name Beneficially Owned (1) Shares
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<S> <C> <C>
Security Capital Group Incorporated (2) 52,950,507 38.06%
C. Ronald Blankenship (3) 36,030 *
Samuel W. Bodman (4) 775 *
Hermann Buerger 0 *
John P. Frazee, Jr. 0 *
Cyrus F. Freidheim, Jr. 0 *
H. Laurance Fuller (5) 1,110 *
Ray L. Hunt (6) 46,007 *
John T. Kelley, III (7) 58,585 *
William D. Sanders 0 *
Peter S. Willmott 18,922 *
Thomas G. Wattles (8) 12 *
Thomas B. Allin 0 *
Jeffrey A. Cozad (9) 5,721 *
C. Robert Heaton, Jr. 0 *
Jeffrey A. Klopf 0 *
Anthony R. Manno, Jr. (10) 1,503 *
Caroline S. McBride 0 *
Constance B. Moore 2,206 *
A. Richard Moore, Jr. 0 *
Jeremy J. Plummer 0 *
Kenneth D. Statz 0 *
Donald E. Suter 0 *
James C. Swaim 0 *
Paul E. Szurek 0 *
Robert S. Underhill 0 *
Jean Van Hecke 0 *
</TABLE>
* Less than 1%
<PAGE>
(1) For each person who owns options that are exercisable within 60 days, the
calculation of the percentage ownership assumes that only that person
has exercised all of his options and that no other person has exercised
any outstanding options.
(2) These Common Shares are owned of record by SC Realty Incorporated, a
wholly owned subsidiary of Security Capital. On April 17, 2000, Security
Capital agreed to sell 1,589,776 Common Shares at a price of $20.5625 per
share, the closing price of the Common Shares on the New York Stock
Exchange on that day. See the response to Item 4 above.
(3) Includes 14,936 Common Shares owned by a corporation of which Mr.
Blankenship is the controlling shareholder.
(4) Common Shares held in Diane Barber Bodman's IRA account.
(5) Includes 555 Common Shares held by Mr. Fuller's wife.
(6) Includes 3,742 Common Shares for which Mr. Hunt shares direct or indirect
beneficial ownership pursuant to powers of attorney, 31,192 Common Shares
held by a family limited partnership of which a corporation that Mr. Hunt
owns is the general partner and 1,871 Common Shares held by a corporation
which Mr. Hunt owns. Excludes 1,871 Common Shares that Mr. Hunt's wife
owns as separate property and 111,800 Common Shares held by Hunt
Financial Corporation, the 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) Common Shares held by Mr. Wattles' children.
(9) Includes 4,859 Common Shares held by a trust for which Mr. Cozad is
trustee, and 862 Common Shares held in joint tenancy with Mr. Cozad's
wife.
(10) Three Common Shares are held in trusts for Mr. Manno's children.
(c) Except as otherwise noted above, no transactions in Common Shares were
effected in the past 60 days by the persons listed in the above table.
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The response to Item 4 is incorporated herein by reference.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
None
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: April 21, 2000
SECURITY CAPITAL GROUP INCORPORATED
By: /s/ Jeffrey A. Klopf
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Name: Jeffrey A. Klopf
Title: Senior Vice President and Secretary
