<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Security Capital Industrial Trust
(Name of Issuer)
Common Shares of Beneficial Interest
(Title of Class of Securities)
814138 10 3
(CUSIP Number)
Jeffrey A. Klopf, 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)
August 20, 1996
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box ( ).
Check the following box if a fee is being paid with the statement ( ). (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
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).
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SCHEDULE 13D
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CUSIP NO. 814138 10 3
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON: Security Capital Group Incorporated
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
36-3692698
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4 AF, BK
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Maryland
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
39,352,484
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
39,352,484
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
39,352,484
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
48.31
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO
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<PAGE>
SCHEDULE 13D
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CUSIP NO. 814138 10 3
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON: ______________________
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William D. Sanders
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
AF, BK
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
269,404
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 39,352,484
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
269,404
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
39,352,484
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
39,621,888
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
48.64
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
- ------------------------------------------------------------------------------
<PAGE>
ITEM 1. SECURITY AND ISSUER
Shares of Beneficial Interest, par value $.01 per share, of Security
Capital Industrial Trust, 3200 Cherry Creek South Drive, Denver, Colorado 80209.
ITEM 2. IDENTITY AND BACKGROUND
The persons listed in Numbers 1 through 4 below are persons filing this
statement. A copy of their written agreement relating to the filing of this
joint statement is filed as Exhibit A hereto. The persons listed in Numbers 5
through 18 below are persons enumerated in Instruction C to this statement as
general partners, executive officers, directors and/or controlling persons of
persons filing this statement.
1. (a) Name and Organization: Security Capital Realty Incorporated, a
Maryland corporation;
(b) Principal Business: Creating and controlling a family of real estate
investment trusts;
(c) Principal Office: 125 Lincoln Avenue, Santa Fe, New Mexico 87501;
(d) Security Capital Realty Incorporated has not been convicted in a
criminal proceeding during the last five years;
(e) Security Capital Realty Incorporated has not been subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violations with respect to such laws
during the last five years.
2. (a) Name and Organization: SECAP REALTY Incorporated, a Delaware
corporation;
(b) Principal Business: Acting as REIT Manager for Security Capital
Realty Incorporated;
(c) Principal Office: 125 Lincoln Avenue, Santa Fe, New Mexico 87501;
(d) SECAP REALTY Incorporated has not been convicted in a criminal
proceeding during the last five years;
(e) SECAP REALTY Incorporated has not been subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violations with respect to such laws during the last five
years.
3. (a) Name and Organization: Security Capital Group Incorporated, a
Delaware corporation;
(b) Principal Business: Creating and controlling REIT Managers of various
real estate investment trusts that are created and controlled by
Security Capital Realty Incorporated;
(c) Principal Office: 125 Lincoln Avenue, Santa Fe, New Mexico 87501;
(d) Security Capital Group Incorporated has not been convicted in a
criminal proceeding during the last five years;
(e) Security Capital Group Incorporated has not been subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violations with respect to such laws
during the last five years.
4. (a) Name: William D. Sanders;
(b) Business Address: 125 Lincoln Avenue, Santa Fe, New Mexico 87501;
(c) Principal Employment: Chairman of the Board and Chief Executive
Officer of Security Capital Group Incorporated;
(d) Mr. Sanders has not been convicted in a criminal proceeding during the
last five years;
(e) Mr. Sanders has not been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws during the last five years;
(f) Citizenship: United States.
5. (a) Name: C. Ronald Blankenship;
<PAGE>
(b) Business Address: 125 Lincoln Avenue, Santa Fe, New Mexico 87501;
(c) Principal Employment: Director of Security Capital Group Incorporated
and Chairman of Property Trust of America;
(d) Mr. Blankenship has not been convicted in a criminal proceeding during
the last five years;
(e) Mr. Blankenship has not been subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violations with respect to such laws during the last five years;
(f) Citizenship: United States.
6. (a) Name: Thomas P. Garrigan;
(b) Business Address: 7777 Market Center Avenue, El Paso, Texas 79912
(c) Principal Employment: Senior Vice President and Controller of
Security Capital Realty Incorporated and Security Capital (Southwest)
Incorporated;
(d) Mr. Garrigan has not been convicted in a criminal proceeding during
the last five years;
(e) Mr. Garrigan has not been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws during the last five years;
(f) Citizenship: United States.
7. (a) Name: Constance B. Moore;
(b) Business Address: 125 Lincoln Avenue, Santa Fe, New Mexico 87501;
(c) Principal Employment: Senior Vice President of Security Capital
Realty Incorporated;
(d) Ms. Moore has not been convicted in a criminal proceeding during the
last five years;
(e) Ms. Moore has not been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws during the last five years;
(f) Citizenship: United States.
8. (a) Name: James C. Potts;
(b) Business Address: 125 Lincoln Avenue, Santa Fe, New Mexico 87501;
(c) Principal Employment: Managing Director of Security Capital Realty
Incorporated and Security Capital (Southwest) Incorporated;
(d) Mr. Potts has not been convicted in a criminal proceeding during the
last five years;
(e) Mr. Potts has not been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws during the last five years;
(f) Citizenship: United States.
9. (a) Name: R. Scot Sellers
(b) Business Address: 900 North Michigan Avenue, Chicago, IL 60611;
(c) Principal Employment: Senior Vice President of Security Capital
Realty Incorporated;
(d) Mr. Sellers has not been convicted in a criminal proceeding during the
last five years;
(e) Mr. Sellers has not been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws during the last five years;
(f) Citizenship: United States.
10. (a) Name: Paul E. Szurek;
(b) Business Address: 125 Lincoln Avenue, Santa Fe, New Mexico 87501;
(c) Principal Employment: Senior Vice President of Security Capital Group
Incorporated;
(d) Mr. Szurek has not been convicted in a criminal proceeding during the
last five years;
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<PAGE>
(e) Mr. Szurek has not been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws during the last five years;
(f) Citizenship: United States.
11. (a) Name: Thomas G. Wattles;
(b) Business Address: 125 Lincoln Avenue, Santa Fe, New Mexico 87501;
(c) Principal Employment: Co-Chairman of Security Capital Industrial
Trust and Managing Director of Security Capital Realty Incorporated;
(d) Mr. Wattles has not been convicted in a criminal proceeding during the
last five years;
(e) Mr. Wattles has not been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws during the last five years;
(f) Citizenship: United States.
12. (a) Name: Samuel W. Bodman;
(b) Business Address: 75 State Street, Boston, Massachusetts 02109;
(c) Principal Employment: Chairman and Chief Executive Officer of Cabot
Corporation;
(d) Mr. Bodman has not been convicted in a criminal proceeding during the
last five years;
(e) Mr. Bodman has not been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws during the last five years;
(f) Citizenship: United States.
13. (a) Name: John P. Frazee, Jr.;
(b) Business Address: 9512 Bull Headley Road, Quin Que Farm, Tallahassee,
Florida 32312;
(c) Principal Employment: Director of Security Capital Group
Incorporated;
(d) Mr. Frazee has not been convicted in a criminal proceeding during the
last five years;
(e) Mr. Frazee has not been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws during the last five years;
(f) Citizenship: United States.
14. (a) Name: Cyrus F. Freidheim, Jr.;
(b) Business Address: 225 West Wacker Drive, Chicago, Illinois 60606;
(c) Principal Employment: Vice Chairman of Booz, Allen & Hamilton, Inc.;
(d) Mr. Freidheim has not been convicted in a criminal proceeding during
the last five years;
(e) Mr. Freidheim has not been subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violations with respect to such laws during the last five years;
(f) Citizenship: United States.
15. (a) Name: H. Laurence Fuller;
(b) Business Address: 200 East Randolph Drive, Chicago, IL 60601;
(c) Principal Employment: Executive Officer of Amoco Corporation;
(d) Mr. Fuller has not been convicted in a criminal proceeding during the
last five years;
(e) Mr. Fuller has not been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws during the last five years;
(f) Citizenship: United States.
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<PAGE>
16. (a) Name: Ray L. Hunt;
(b) Business Address: 1445 Ross at Field, 20th Floor, Dallas, TX 75202;
(c) Principal Employment: Chairman, President and Chief Executive Officer
of Hunt Consolidated, Inc., and Chairman and Chief Executive Officer
of Hunt Oil Company;
(d) Mr. Hunt has not been convicted in a criminal proceeding during the
last five years;
(e) Mr. Hunt has not been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws during the last five years;
(f) Citizenship: United States.
17. (a) Name: Peter S. Willmott;
(b) Business Address: 919 North Michigan Avenue, Suite 1220, Chicago, IL
60611;
(c) Principal Employment: Chairman and Chief Executive Officer of
Willmott Services, Inc.;
(d) Mr. Willmott has not been convicted in a criminal proceeding during
the last five years;
(e) Mr. Willmott has not been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws during the last five years;
(f) Citizenship: United States.
18. (a) Name: Stephen T. Clark;
(b) Business Address: 600 Atlantic Avenue, 29th Floor, Boston, MA 02210;
(c) Principal Employment: Partner at Harvard Management Company, Inc.;
(d) Mr. Clark has not been convicted in a criminal proceeding during the
last five years;
(e) Mr. Clark has not been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws during the last five years;
(f) Citizenship: United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Security Capital Realty Incorporated ("REALTY") acquired SCI's Shares of
Beneficial Interest, $.01 par value per share (the "Shares"), (or shares in
SCI's predecessor that converted into Shares) primarily by purchase from
REALTY's working capital. In particular, REALTY purchased $40 million of shares
in SCI's predecessor at $10.00 per share in August 1992, REALTY purchased $75
million of Shares at $11.00 per Share in March 1993, and REALTY purchased $92
million of Shares at $11.50 per Share in December 1993. In addition, on March
31, 1993, REALTY purchased $2,260,474 of Shares at $10.00 per Share, and loan
advances from REALTY to SCI of approximately $1.9 million were converted into
Shares at $10.00 per Share.
ITEM 4. PURPOSE OF TRANSACTION
REALTY has purchased SCI's Shares to provide SCI with capital to acquire
industrial properties. REALTY and Mr. Sanders intend to play a major role in
the direction of SCI for the purpose of maximizing the value of SCI. Except as
otherwise noted, REALTY and the other persons filing this statement do not have
any plans or proposals that relate to or would result in the following:
(a) The acquisition of additional securities of SCI or the disposition of
securities of SCI, except that REALTY and the other persons filing
this statement may acquire Shares in the future at the same times and
on the same terms available to other shareholders or to the general
public;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving SCI or any of its
subsidiaries;
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<PAGE>
(c) A sale or transfer of a material amount of assets of SCI or any of its
subsidiaries;
(d) Any change in the present board of trustees or management of SCI,
including any plans or proposals to change the number or term of
trustees or to fill existing vacancies on the board, except the
election of Messrs. Edward H. Austin, Jr. and John H. Robson as
trustees of SCI to fill vacancies in the board resulting from the
recent expansion of the board;
(e) Any material change in the present capitalization or dividend policy
of SCI;
(f) Any other material change in SCI's business or corporate structure;
(g) Changes in SCI's charter, bylaws or instruments corresponding thereto
or other actions which may impede the acquisition of control of the
issuer by any person;
(h) Causing the Shares to be delisted from the New York Stock Exchange;
(i) A class of equity securities of SCI becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a),(b) 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 Percent of
Person Beneficially Owned All Shares
- ------ ------------------ ----------
<S> <C> <C>
Security Capital Realty Incorporated 19,002,880 51.70
SECAP REALTY Incorporated(1) 19,002,880 51.70
Security Capital Group Incorporated(1) 19,002,880 51.70
William D. Sanders (Corporate Ownership)(1) 19,002,880 51.70
William D. Sanders (Personal Ownership)(2) 173,809 *
C. Ronald Blankenship 0 0
Thomas P. Garrigan 1,739 *
Constance B. Moore 5,200 *
James C. Potts 0 0
R. Scot Sellers 3,407 *
Paul E. Szurek 0 0
Thomas G. Wattles 5,753 *
Samuel W. Bodman 43,478 *
John P. Frazee, Jr. 17,391 *
Cyrus F. Freidheim, Jr. 4,362 *
H. Laurence Fuller 0 0
Ray L. Hunt 130,435 *
Peter S. Willmott 0 0
Stephen T. Clark 0 0
</TABLE>
* less than 1%
-5-
<PAGE>
(1) These Shares are owned of record by Security Capital Realty Incorporated.
SECAP REALTY Incorporated, a wholly owned subsidiary of Security Capital
Group Incorporated, is the REIT Manager of Security Capital Realty
Incorporated. SECAP REALTY Incorporated and Security Capital Group
Incorporated may therefore be deemed to share voting and dispositive power
with respect to these Shares. Mr. Sanders may also be deemed to
beneficially own these Shares, because he shares voting and dispositive
power with respect to all Shares owned by Security Capital Realty
Incorporated. Security Capital Realty Incorporated and Mr. Sanders intend
to play a major role in the direction of SCI for the purpose of maximizing
the value of SCI.
(2) 107,603 of these Shares (0.30% of all Shares) are owned by Mr. Sanders
directly. Mr. Sanders may be deemed to beneficially own 66,206 of these
Shares (0.18% of all Shares) that are owned of record by CAMPR Partners,
LTD, a family entity of which Mr. Sanders is general partner and with
respect to which he shares voting and dispositive power.
(c) No transactions in Shares were effected in the past sixty days by the
persons listed in the above table.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Shares owned by the persons listed in the above tables.
(e) No person filing this statement has ceased to be a beneficial owner of
more than five percent of the Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
SCI and REALTY are parties to an Investor Agreement, dated as of
November 18, 1993 (the "Investor Agreement"), which required REALTY to invest a
minimum of $75 million in SCI's December 1993 private offering, subject to
certain conditions. The Investor Agreement, among other things, requires SCI to
obtain REALTY's approval of (i) SCI's annual operating budget and substantial
deviations therefrom, (ii) contracts for investment management, property
management or leasing services or that contemplate annual payments in excess of
$100,000 and (iii) acquisitions or dispositions in a single transaction or a
group of related transactions where the purchase price exceeds $5 million. The
Investor Agreement also provides that, so long as REALTY owns at least 10% of
SCI's outstanding securities, SCI may not increase its Board of Trustees to more
than seven members. REALTY is entitled to designate one or more persons as
Trustees, and SCI is obligated to use its best efforts to cause the election of
such persons as follows: (i) so long as REALTY owns at least 10% but less than
20% of the outstanding Shares, it is entitled to nominate two persons; and (ii)
so long as REALTY owns at least 20% of the outstanding Shares, it is entitled to
nominate three persons. A copy of the Investor Agreement is filed as Exhibit B
hereto.
SCI's Amended and Restated Declaration of Trust restricts ownership of
SCI's outstanding Shares by a single person, or persons acting as a group, to
9.8% of such Shares. The purposes of this provision are to assist in preserving
SCI's REIT status and to protect the interests of SCI's shareholders in takeover
transactions by preventing the acquisition of a substantial block of Shares
unless the acquiror makes a cash tender offer for all outstanding Shares. SCI's
Board of Trustees has exempted REALTY from this restriction. A copy of the
Amended and Restated Declaration of Trust is filed as Exhibit C hereto.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following are filed as exhibits: a written agreement relating to
the filing of the joint acquisition statement, a copy of the Investor Agreement
dated as of November 19, 1993 between SCI and REALTY, and a copy of SCI's
Amended and Restated Declaration of Trust.
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<PAGE>
This Amendment No. 1 (this "Amendment") is being filed to a Schedule 13D,
dated March 10, 1994, and filed by Security Capital Realty Incorporated, a
Maryland corporation ("REALTY"), SECAP REALTY Incorporated, a Delaware
corporation ("SECAP REALTY"), Security Capital Group Incorporated, a Delaware
corporation ("GROUP"), and William D. Sanders, an individual ("Sanders"), on
March 11, 1994 (the "13D").
ITEM 1. SECURITY AND ISSUER.
This Amendment relates to Shares of Beneficial Interest, $.01 par value
(the "Shares"), of Security Capital Industrial Trust, a Maryland real estate
investment trust ("SCI"), whose principal executive offices are at 3200 Cherry
Creek South Drive, Denver, Colorado 80209.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 of the 13D is hereby amended and restated in its entirety as
follows:
The persons listed in Numbers 1 through 4 below are persons filing this
statement. A copy of their written agreement relating to the filing of this
joint statement is filed as Exhibit A hereto. The persons listed in Numbers 5
through 16 below are persons enumerated in Instruction C to this statement as
general partners, executive officers, directors and/or controlling persons of
persons filing this statement.
(f) (a) Name and Organization: Security Capital Realty Incorporated, a
Maryland corporation;
(b) Principal Business: Creating and controlling a family of real estate
investment trusts;
(c) Principal Office: 125 Lincoln Avenue, Santa Fe, New Mexico 87501;
(d) Security Capital Realty Incorporated has not been convicted in a
criminal proceeding during the last five years;
(e) Security Capital Realty Incorporated has not been subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violations with respect to such laws
during the last five years.
(g) (a) Name and Organization: SECAP REALTY Incorporated, a Delaware
corporation;
(b) Principal Business: Acting as REIT Manager for Security Capital
Realty Incorporated;
(c) Principal Office: 125 Lincoln Avenue, Santa Fe, New Mexico 87501;
(d) SECAP REALTY Incorporated has not been convicted in a criminal
proceeding during the last five years;
(e) SECAP REALTY Incorporated has not been subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violations with respect to such laws during the last five
years.
(h) (a) Name and Organization: Security Capital Group Incorporated, a
Delaware corporation;
(b) Principal Business: Creating and controlling REIT Managers of various
real estate investment trusts that are created and controlled by
Security Capital Realty Incorporated;
(c) Principal Office: 125 Lincoln Avenue, Santa Fe, New Mexico 87501;
(d) Security Capital Group Incorporated has not been convicted in a
criminal proceeding during the last five years;
(e) Security Capital Group Incorporated has not been subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violations with respect to such laws
during the last five years.
(i) (a) Name: William D. Sanders;
(b) Business Address: 125 Lincoln Avenue, Santa Fe, New Mexico 87501;
(c) Principal Employment: Chairman of the Board and Chief Executive
Officer of Security Capital Group Incorporated;
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<PAGE>
(d) Mr. Sanders has not been convicted in a criminal proceeding during the
last five years;
(e) Mr. Sanders has not been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws during the last five years;
(f) Citizenship: United States.
(j) (a) Name: C. Ronald Blankenship;
(b) Business Address: 125 Lincoln Avenue, Santa Fe, New Mexico 87501;
(c) Principal Employment: Director of Security Capital Group Incorporated
and Chairman of Property Trust of America;
(d) Mr. Blankenship has not been convicted in a criminal proceeding during
the last five years;
(e) Mr. Blankenship has not been subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violations with respect to such laws during the last five years;
(f) Citizenship: United States.
(k) (a) Name: Anthony R. Manno, Jr.;
(b) Business Address: 125 Lincoln Avenue, Santa Fe, New Mexico 87501;
(c) Principal Employment: Managing Director of Security Capital Realty
Incorporated;
(d) Mr. Manno has not been convicted in a criminal proceeding during the
last five years;
(e) Mr. Manno has not been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws during the last five years;
(f) Citizenship: United States.
(l) (a) Name: James C. Potts;
(b) Business Address: 125 Lincoln Avenue, Santa Fe, New Mexico 87501;
(c) Principal Employment: Managing Director of Security Capital Realty
Incorporated and Chairman of Security Capital Atlantic Incorporated;
(d) Mr. Potts has not been convicted in a criminal proceeding during the
last five years;
(e) Mr. Potts has not been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws during the last five years;
(f) Citizenship: United States.
(m) (a) Name: Thomas G. Wattles;
(b) Business Address: 125 Lincoln Avenue, Santa Fe, New Mexico 87501;
(c) Principal Employment: Managing Director of Security Capital Realty
Incorporated and Co-Chairman of Security Capital Industrial Trust;
(d) Mr. Wattles has not been convicted in a criminal proceeding during the
last five years;
(e) Mr. Wattles has not been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws during the last five years;
(f) Citizenship: United States.
(n) (a) Name: Samuel W. Bodman;
(b) Business Address: 75 State Street, Boston, Massachusetts 02109;
(c) Principal Employment: Director of Security Capital Group Incorporated
and Chairman and Chief Executive Officer of Cabot Corporation;
(d) Mr. Bodman has not been convicted in a criminal proceeding during the
last five years;
-8-
<PAGE>
(e) Mr. Bodman has not been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws during the last five years;
(f) Citizenship: United States.
(o) (a) Name: Stephen T. Clark;
(b) Business Address: 600 Atlantic Avenue, 29th Floor, Boston, MA 02210;
(c) Principal Employment: Director of Security Capital Realty
Incorporated and Partner at Harvard Management Company, Inc.;
(d) Mr. Clark has not been convicted in a criminal proceeding during the
last five years;
(e) Mr. Clark has not been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws during the last five years;
(f) Citizenship: United States.
(p) (a) Name: John P. Frazee, Jr.;
(b) Business Address: 9512 Bull Headley Road, Quin Que Farm, Tallahassee,
Florida 32312;
(c) Principal Employment: Director of Security Capital Group
Incorporated;
(d) Mr. Frazee has not been convicted in a criminal proceeding during the
last five years;
(e) Mr. Frazee has not been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws during the last five years;
(f) Citizenship: United States.
(q) (a) Name: Cyrus F. Freidheim, Jr.;
(b) Business Address: 225 West Wacker Drive, Chicago, Illinois 60606;
(c) Principal Employment: Director of Security Capital Group Incorporated
and Vice Chairman of Booz, Allen & Hamilton, Inc.;
(d) Mr. Freidheim has not been convicted in a criminal proceeding during
the last five years;
(e) Mr. Freidheim has not been subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violations with respect to such laws during the last five years;
(f) Citizenship: United States.
(r) (a) Name: H. Laurence Fuller;
(b) Business Address: 200 East Randolph Drive, Chicago, IL 60601;
(c) Principal Employment: Director of Security Capital Group Incorporated
and Chief Executive Officer of Amoco Corporation;
(d) Mr. Fuller has not been convicted in a criminal proceeding during the
last five years;
(e) Mr. Fuller has not been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws during the last five years;
(f) Citizenship: United States.
(s) (a) Name: Ray L. Hunt;
(b) Business Address: 1445 Ross at Field, 20th Floor, Dallas, TX 75202;
(c) Principal Employment: Director of Security Capital Group
Incorporated; Chairman, President and Chief Executive Officer of Hunt
Consolidated, Inc.; and Chairman and Chief Executive Officer of Hunt
Oil Company;
(d) Mr. Hunt has not been convicted in a criminal proceeding during the
last five years;
-9-
<PAGE>
(e) Mr. Hunt has not been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws during the last five years;
(f) Citizenship: United States.
(t) (a) Name: John T. Kelley, III
(b) Business Address: 7777 Market Center Avenue, El Paso, Texas 79912;
(c) Principal Employment: Director of Security Capital Group Incorporated
and Trustee of Property Trust of America;
(d) Mr. Kelley has not been convicted in a criminal proceeding during the
last five years;
(e) Mr. Kelley has not been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws during the last five years;
(f) Citizenship: United States.
(u) (a) Name: Peter S. Willmott;
(b) Business Address: 919 North Michigan Avenue, Suite 1220, Chicago, IL
60611;
(c) Principal Employment: Chairman and Chief Executive Officer of
Willmott Services, Inc.;
(d) Mr. Willmott has not been convicted in a criminal proceeding during
the last five years;
(e) Mr. Willmott has not been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws during the last five years;
(f) Citizenship: United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OF OTHER CONSIDERATION.
Item 3 of the 13D is hereby amended and supplemented as follows:
The purchases referred to in Item 5 below were, with respect to
individuals, made from personal funds, and with respect to corporations, made
from general corporate funds.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the 13D is hereby amended and supplemented as follows:
(a) REALTY may continue to purchase Shares at the same times and on the
same terms available to other shareholders or to investors generally, both in
open market purchases and in future public offerings.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
Item 5 of the 13D is hereby amended and supplemented as follows:
(a),(b) To the filing persons' belief, 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, to the filing persons'
belief, 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 Percent of
Person Beneficially Owned All Shares
- ------ ------------------ -----------
<S> <C> <C>
Security Capital Realty Incorporated 23,038,332 49.5%
SECAP REALTY Incorporated(1) 23,038,332 49.5%
Security Capital Group Incorporated(1) 23,038,332 49.5%
William D. Sanders (Corporate Ownership)(1) 23,038,332 49.5%
</TABLE>
-10-
<PAGE>
<TABLE>
<S> <C> <C>
William D. Sanders (Personal Ownership)(2) 219,394 *
C. Ronald Blankenship 400 *
Anthony R. Manno, Jr. 0 0
James C. Potts 400 *
Thomas G. Wattles 8,629 *
Samuel W. Bodman 48,308 *
Stephen T. Clark 0 0
John P. Frazee, Jr. 19,791 *
Cyrus F. Freidheim, Jr. 4,846 *
H. Laurence Fuller 844 *
Ray L. Hunt 156,770 *
John T. Kelley, III 65,538 *
Peter S. Willmott 0 0
- ---------------------
</TABLE>
* less than 1%
(1) These Shares are owned of record by REALTY. SECAP REALTY, a wholly owned
subsidiary of GROUP, is the REIT manager of REALTY. SECAP REALTY and GROUP
may therefore be deemed to share voting and dispositive power with respect
to these Shares. Sanders may also be deemed to beneficially own these
Shares, because he shares voting and dispositive power with respect to all
securities owned by REALTY. REALTY and Sanders intend to play a major role
in the direction of SCI for the purpose of maximizing the value of SCI.
(2) 120,447 of these Shares are owned by Sanders directly. Sanders may be
deemed to beneficially own 2,275 of these Shares that are owned of record
by Sanders' children and 74,006 and 22,666 of these Shares that are owned
of record by CAMPR Partners, LTD and Sanders Partners Incorporated,
respectively, family entities with respect to which he shares voting and
dispositive power.
(c) To the filing persons' belief, none of the persons named in Item 2
effected any transactions in the Shares during the past 60 days, except that the
following persons acquired beneficial ownership of Shares in the quantities
indicated in SCI's public rights offering, which closed on June 21, 1994, at a
purchase price of $15.125 per Share.
<TABLE>
<CAPTION>
Number of Shares
Person Beneficially Acquired
- ------ ---------------------
<S> <C>
Security Capital Realty Incorporated 3,517,483
SECAP REALTY Incorporated(1) 3,517,483
Security Capital Group Incorporated(1) 3,517,483
William D. Sanders (Corporate Ownership)(1) 3,517,483
William D. Sanders (Personal Ownership)(2) 21,935
Thomas G. Wattles 638
Samuel W. Bodman 4,830
Cyrus F. Freidheim, Jr. 484
H. Laurence Fuller 44
Ray L. Hunt 15,666
</TABLE>
_____________________
(1) These Shares were acquired by REALTY. SECAP REALTY, GROUP and Sanders may
therefore be deemed to share voting and dispositive power with respect to
these Shares.
-11-
<PAGE>
(2) 12,044 of these Shares were acquired by Sanders directly and Sanders
may be deemed to beneficially own 225 Shares that were acquired by
Sanders' children, 2,266 Shares that were acquired by Sanders Partners
Incorporated and 7,400 Shares that were acquired by CAMPR Partners,
LTD.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the Shares owned by the persons listed in the above tables.
(e) No person filing this statement has ceased to be a beneficial
owner of more than five percent of the Shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
A written agreement relating to the filing of the joint acquisition
statement is filed as Exhibit A hereto. A power of attorney and confirming
statement executed by Sanders is filed as Exhibit B hereto.
-12-
<PAGE>
This Amendment No. 2 (this "Amendment") is being filed to a Schedule 13D
dated March 10, 1994 and filed by Security Capital Realty Incorporated, a
Maryland corporation ("REALTY"), SECAP REALTY Incorporated, a Delaware
corporation, Security Capital Group Incorporated, a Delaware corporation, and
William D. Sanders, an individual ("Sanders"), on March 11, 1994, and amended on
August 16, 1994 (as so amended, the "13D").
ITEM 1. SECURITY AND ISSUER.
This Amendment relates to Shares of Beneficial Interest, $.01 par value
(the "Shares"), of Security Capital Industrial Trust, a Maryland real estate
investment trust ("SCI"), the principal executive offices of which are at 3200
Cherry Creek South Drive, Denver, Colorado 80209.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OF OTHER CONSIDERATION.
Item 3 of the 13D is hereby amended and supplemented as follows:
REALTY's purchase referred to in Item 6 below will be made from general
corporate funds, and the amount of such purchase will be $149,450,000.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the 13D is hereby amended and supplemented as follows:
(a) The purpose of REALTY's acquisition referred to in Item 6 below is to
maintain its controlling interest in SCI. REALTY may continue to purchase
Shares at the same times and on the same terms available to other shareholders
or to investors generally, both in open market purchases and in future public
offerings.
ITEM 6. INTEREST IN SECURITIES OF ISSUER.
In connection with SCI's current underwritten public offering of Shares,
REALTY entered into a purchase agreement with SCI on September 28, 1994,
pursuant to which REALTY agreed to purchase 9,800,000 Shares at a price of
$15.25 per Share, which is the same as the public offering price. Also in
connection with such underwritten offering, REALTY, Sanders and Thomas G.
Wattles, a Managing Director of REALTY and Co-Chairman of SCI (in addition to
certain other trustees and officers of SCI), have agreed not to sell any
securities of SCI which are substantially similar to the Shares (with certain
exceptions) until 90 days after the last sale of Shares by SCI to the
underwriters pursuant to the offering, without the prior written consent of
Goldman, Sachs & Co., the managing underwriter for the offering.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
A written agreement relating to the filing of the joint acquisition
statement is filed as Exhibit A hereto. A Purchase Agreement, dated September
28, 1994, between REALTY and SCI is filed as Exhibit B hereto. Letter agreements
by REALTY, Sanders and Thomas G. Wattles (form thereof), respectively, to the
underwriters named therein, are filed as Exhibits C, D and E hereto.
-13-
<PAGE>
This Amendment No. 3 (this "Amendment") is being filed to a Schedule 13D
dated March 10, 1994 and filed by Security Capital Realty Incorporated, a
Maryland corporation ("REALTY"), SECAP REALTY Incorporated, a Delaware
corporation ("SECAP"), Security Capital Group Incorporated, a Delaware
corporation ("GROUP"), and William D. Sanders, an individual ("Sanders"), on
March 11, 1994, and amended on August 16, 1994 and September 28, 1994 (as so
amended, the "13D").
ITEM 1. SECURITY AND ISSUER.
This Amendment relates to Shares of Beneficial Interest, $.01 par value
(the "Shares"), of Security Capital Industrial Trust, a Maryland real estate
investment trust ("SCI"), the principal executive offices of which are at 3200
Cherry Creek South Drive, Denver, Colorado 80209.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the 13D is hereby amended and supplemented as follows:
REALTY's purchase referred to in Item 5(c) below was made from funds
borrowed under REALTY's two-year, $200 million revolving credit line with Wells
Fargo Realty Advisors Funding Inc., as agent bank, and the amount of such
purchase was $149,450,000. Sanders' purchase was made from personal funds and
from funds borrowed under a personal credit line with Morgan Guaranty Trust
Company of New York, and the amount of such purchase was $768,625.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the 13D is hereby amended and supplemented as follows:
(a) The purpose of REALTY's acquisition referred to in Item 5(c) below was
to maintain its controlling interest in SCI. The purpose of Sanders'
acquisition was for investment. REALTY and Sanders may continue to purchase
Shares at the same times and on the same terms available to other shareholders
or to investors generally, both in open market purchases and in future public
offerings.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
Item 5 of the 13D is hereby amended and supplemented as follows:
(a), (b) Including the acquisition referred to in Item 5(c) below, REALTY
currently owns 32,838,332 Shares, which represents 51.0% of the outstanding
Shares. SECAP, GROUP and Sanders may be deemed to beneficially own the Shares
owned by REALTY. In addition, Sanders directly owns 170,003 Shares (0.26% of
all Shares) and may be deemed to beneficially own 99,402 Shares (0.15% of all
Shares) owned of record by his children and by Sanders Partners Incorporated and
CAMPR Partners Incorporated.
(c) Sanders purchased 1,000 and 49,000 Shares in the open market on October
5, 1994 at prices of $15.25 per Share and $15.375 per Share, respectively. In
connection with SCI's underwritten public offering of Shares that closed on
October 5, 1994, REALTY purchased 9,800,000 Shares from SCI on such date at a
price of $15.25 per Share, which was the same as the public offering price.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
A written agreement relating to the filing of the joint acquisition
statement is filed as Exhibit A hereto.
-14-
<PAGE>
This Amendment No. 4 (this "Amendment") is being filed to a Schedule 13D
dated March 10, 1994 and filed by Security Capital Group Incorporated, formerly
known as Security Capital Realty Incorporated, a Maryland corporation ("GROUP"),
SECAP Realty Incorporated, a Delaware corporation ("SECAP"), Security Capital
Group Incorporated, a Delaware corporation ("Old GROUP"), and William D.
Sanders, an individual ("Sanders"), on March 11, 1994, and amended on August 16,
1994, September 28, 1994 and October 7, 1994 (as so amended, the "13D").
ITEM 1. SECURITY AND ISSUER.
This Amendment relates to common shares of beneficial interest, $.01 par
value per share (the "Shares"), of Security Capital Industrial Trust, a Maryland
real estate investment trust ("SCI"), the principal executive offices of which
are at 14100 East 35th Place, Aurora, Colorado 80011.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 of the 13D is hereby amended to eliminate Old GROUP and SECAP as
persons filing this statement. Old GROUP was merged with and into GROUP, then
known as Security Capital Realty Incorporated, effective on January 1, 1995.
SECAP, formerly a wholly owned subsidiary of GROUP, has been dissolved.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the 13D is hereby amended and supplemented as follows:
The source and amount of consideration for the 5,474,722 Shares that
GROUP's wholly owned subsidiary, SC Realty Incorporated, a Nevada corporation
("SC Realty"), has agreed to purchase in SCI's public rights offering will be
funds borrowed under SC Realty's revolving credit line with Wells Fargo Realty
Advisors Funding Inc., as agent bank, and the amount of such purchase will be
$84,173,850.75.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the 13D is hereby amended and supplemented as follows:
(a) The purpose of the acquisition referred to in Item 6 below will be to
maintain GROUP's controlling interest in SCI. GROUP and Sanders may continue to
purchase Shares at the same times and on the same terms available to other
shareholders or to investors generally, directly, in open market purchases and
in future public offerings.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
Item 5 of the 13D is hereby amended and supplemented as follows:
(a), (b) GROUP owns 32,848,332 Shares, representing 50.44% of the
outstanding Shares. Sanders may be deemed to beneficially own all of the Shares
owned by GROUP, and in addition, Sanders directly owns 170,447 Shares (0.26% of
all Shares) and may be deemed to beneficially own 98,947 Shares (0.15% of all
Shares) owned of record by his children and by Sanders Partners Incorporated and
CAMPR Partners Incorporated.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 of the 13D is hereby amended and supplemented as follows:
-15-
<PAGE>
On August 23, 1995, SCI, GROUP and SC Realty entered into a supplemental
investment agreement, pursuant to which GROUP and SC Realty have agreed that SC
Realty will fully exercise the rights initially issued to it to purchase
5,474,722 Shares in SCI's public rights offering.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
A written agreement relating to the filing of the joint acquisition
statement is filed as Exhibit A hereto. The First Supplemental Investment
Agreement, dated as of August 23, 1995, among SCI, GROUP and SC Realty is filed
as Exhibit B hereto.
-16-
<PAGE>
This Amendment No. 5 (this "Amendment") is being filed to a Schedule 13D
dated March 10, 1994 and filed by Security Capital Group Incorporated, formerly
known as Security Capital Realty Incorporated, a Maryland corporation ("GROUP"),
and William D. Sanders, an individual ("Sanders"), on March 11, 1994, and
amended on August 16, 1994, September 28, 1994, October 7, 1994 and August 24,
1995 (as so amended, the "13D").
ITEM 1. SECURITY AND ISSUER.
This Amendment relates to common shares of beneficial interest, $.01 par
value per share (the "Shares"), of Security Capital Industrial Trust, a Maryland
real estate investment trust ("SCI"), the principal executive offices of which
are at 14100 East 35th Place, Aurora, Colorado 80011.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the 13D is hereby amended and supplemented as follows:
The source of consideration for the 6,504,066 Shares that GROUP's wholly
owned subsidiary, SC Realty Incorporated, a Nevada corporation ("SC Realty"),
purchased in SCI's public rights offering as described in Item 5(c) below was
funds borrowed under SC Realty's revolving credit line with Wells Fargo Realty
Advisors Funding Inc., as agent bank, and the amount of such purchase was
$100,000,015.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the 13D is hereby amended and supplemented as follows:
(a) The purpose of GROUP's purchase described in Item 5(c) below was to
maintain GROUP's controlling interest in SCI. GROUP and Sanders may continue to
purchase Shares at the same times and on the same terms available to other
shareholders or to investors generally, directly, in open market purchases and
in future public offerings.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
Item 5 of the 13D is hereby amended and supplemented as follows:
(a), (b) Including the purchases described in Item 5(c) below, GROUP's
wholly owned subsidiary, SC Realty, owns 39,352,398 Shares, representing 48.3%
of the outstanding Shares.
(c) GROUP's wholly owned subsidiary, SC Realty, purchased 6,504,066 Shares
at a price of $15.375 per Share in SCI's public rights offering which closed on
September 26, 1995. 5,474,722 of such Shares were purchased pursuant to the
exercise of rights distributed to GROUP and 1,029,344 of such Shares were
purchased pursuant to the exercise of rights acquired by GROUP on the New York
Stock Exchange.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
A written agreement relating to the filing of the joint acquisition
statement is filed as Exhibit A hereto.
-17-
<PAGE>
This Amendment No. 6 (this "Amendment") is being filed to a Schedule 13D
dated March 10, 1994 and filed by Security Capital Group Incorporated, formerly
known as Security Capital Realty Incorporated, a Maryland corporation ("GROUP"),
SECAP Realty Incorporated, a Delaware corporation ("SECAP"), Security Capital
Group Incorporated, a Delaware corporation ("Old GROUP"), and William D.
Sanders, an individual ("Sanders"), on March 11, 1994, and amended on August 16,
1994, September 28, 1994, October 7, 1994, August 24, 1995 and September 30,
1995 (as so amended, the "13D").
ITEM 1. SECURITY AND ISSUER.
This Amendment relates to common shares of beneficial interest, $.01 par
value per share (the "Shares"), of Security Capital Industrial Trust, a Maryland
real estate investment trust ("SCI"), the principal executive offices of which
are at 14100 East 35th Place, Aurora, Colorado 80011.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the 13D is hereby amended and supplemented as follows:
The source and amount of consideration for the 3,279,374 Shares that
GROUP's wholly owned subsidiary, SC Realty Incorporated, a Nevada corporation
("SC Realty"), has agreed to purchase in SCI's public rights offering will be
funds borrowed under SC Realty's revolving credit line with Wells Fargo Realty
Advisors Funding Inc., as agent bank, and the amount of such purchase will be
$56,569,201.50.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the 13D is hereby amended and supplemented as follows:
(a) The purpose of the acquisition referred to in Item 6 below will be to
maintain GROUP's controlling interest in SCI. GROUP and Sanders may continue to
purchase Shares at the same times and on the same terms available to other
shareholders or to investors generally, directly, in open market purchases and
in future public offerings.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
Item 5 of the 13D is hereby amended and supplemented as follows:
(a), (b) GROUP owns 39,352,484 Shares, representing 48.31% of the
outstanding Shares. Sanders may be deemed to beneficially own all of the Shares
owned by GROUP, and in addition, Sanders directly owns 170,457 Shares (0.21%
of all Shares) and may be deemed to beneficially own 98,947 Shares (0.12% of all
Shares) owned of record by his children and by Sanders Partners Incorporated and
CAMPR Partners Incorporated.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 of the 13D is hereby amended and supplemented as follows:
On August 20, 1996, SCI, GROUP and SC Realty entered into a purchase
agreement, pursuant to which GROUP and SC Realty have agreed that SC Realty will
fully exercise the rights initially issued to it to purchase 3,279,374 Shares in
SCI's public rights offering.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
-18-
<PAGE>
A written agreement relating to the filing of the joint acquisition
statement is filed as Exhibit A hereto. The First Supplemental Investment
Agreement, dated as of August 23, 1995, among SCI, GROUP and SC Realty is filed
as Exhibit B hereto.
-19-
<PAGE>
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.
August 20, 1996
- ---------------
Date
SECURITY CAPITAL GROUP INCORPORATED
By: /s/ Jeffrey A. Klopf
-------------------------------
Jeffrey A. Klopf
Secretary
WILLIAM D. SANDERS
By: /s/ Ariel Amir
-------------------------------
Ariel Amir
Attorney-in-fact pursuant to a
Power of Attorney filed as
Exhibit B to Amendment No. 1
to the Schedule 13D, which is
incorporated by reference
-20-
<PAGE>
EXHIBIT INDEX
-------------
EXHIBIT A Agreement relating to filing of joint statement.
EXHIBIT B Purchase Agreement, dated as of August 20, 1996, among SCI,
GROUP and SC Realty.
<PAGE>
EXHIBIT A
---------
This Agreement is entered into by and among Security Capital Group
Incorporated, a Maryland corporation, and William D. Sanders, an individual.
Each of the persons named above hereby agrees that the Amendment to the
Schedule 13D of even date herewith and to which this Agreement is attached as an
exhibit, which is to be filed with the Securities and Exchange Commission, is to
be filed on behalf of each such person.
IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or
caused this Agreement to be executed on its behalf this 20th day of August,
1996.
SECURITY CAPITAL GROUP INCORPORATED
By: /s/ Jeffrey A. Klopf
---------------------------------
Jeffrey A. Klopf
Secretary
WILLIAM D. SANDERS
By: /s/ Ariel Amir
---------------------------------
Ariel Amir
Attorney-in-fact pursuant to a
Power of Attorney filed as
Exhibit B to Amendment No. 1
to the Schedule 13D, which is
incorporated by reference
<PAGE>
EXHIBIT B
---------
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (this "Agreement") is made and entered into as of
August 20, 1996, by and between Security Capital Industrial Trust, a Maryland
real estate investment trust (the "Company"), Security Capital Group
Incorporated, a Maryland corporation ("Parent"), and SC Realty Incorporated, a
Maryland corporation (the "Purchaser").
WHEREAS, the Purchaser desires to purchase additional common shares of
beneficial interest, $.01 par value per share, of the Company (the "Shares") in
the Company's proposed public rights offering (the "Offering"); and
WHEREAS, the Purchaser is willing to purchase such Shares upon the terms
and conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
representations, warranties and agreements contained herein, the parties hereto
agree as follows:
1. Purchase of Shares. Subject to the terms and conditions set forth
herein, the Purchaser agrees to fully exercise the rights initially issued to it
to purchase 3,279,374 Shares in the Offering, and Parent agrees to take all
action required to be taken by it in connection with such exercise of rights by
the Purchaser.
2. Representations and Warranties of the Company. The Company hereby
represents and warrants to the Purchaser and Parent as follows:
(a) Due Organization and Qualification. The Company is a real estate
investment trust duly organized, validly existing and in good standing under the
laws of the State of Maryland, with full power to own its properties and to
conduct its business as now conducted. The Company is duly qualified to do
business, and is in good standing, in each jurisdiction where such qualification
is required, except where the failure to so qualify will not have a material
adverse effect on the Company and its subsidiaries taken as a whole.
(b) Authorization. The Company has the requisite power to enter into
this Agreement and to carry out its obligations hereunder. This Agreement has
been duly authorized, executed and delivered by the Company and constitutes a
valid and binding agreement of the Company enforceable in accordance with its
terms, except to the extent that its enforceability may be limited by applicable
bankruptcy, insolvency, reorganization or other laws affecting the enforcement
of creditors' rights generally or by general equitable principles and except as
the enforceability of rights to indemnification or contribution hereunder may be
limited by applicable federal or state securities laws or rules. Neither the
execution and delivery of this Agreement, the consummation of the transactions
contemplated hereby, nor compliance with the terms, conditions or provisions of
this Agreement will result in a violation or breach of any of the terms,
conditions or provisions of the Company's Amended and Restated Declaration of
Trust,
<PAGE>
as amended and supplemented (the "Declaration of Trust"), or bylaws or any
material agreement or instrument to which the Company is a party or by which the
Company or any of its properties is bound, or constitute a default or create a
right of termination or acceleration thereunder, or result in the creation or
imposition of any security interest, mortgage, lien, charge or encumbrance of
any nature whatsoever upon the Company or any of its properties or assets, which
in any such case would have a material adverse effect on the Company and its
subsidiaries taken as a whole.
(c) Issuance. The Shares, when sold and delivered by the Company to
the Purchaser pursuant to this Agreement, will be duly authorized, validly
issued and, when paid for, will be fully paid and, except as described in the
prospectus supplement relating to the Offering, nonassessable.
3. Representations and Warranties of the Purchaser and Parent. The
Purchaser and Parent hereby represent and warrant to the Company as follows:
(a) Due Organization. The Purchaser is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada,
with full power to own its properties and to conduct its business as now
conducted. Parent is a corporation duly organized, validly existing and in good
standing under the laws of the State of Maryland, with full power to own its
properties and to conduct its business as now conducted.
(b) Authorization. Each of the Purchaser and Parent has the requisite
power to enter into this Agreement and to carry out its obligations hereunder.
This Agreement has been duly authorized, executed and delivered by the Purchaser
and Parent and constitutes a valid and binding agreement of the Purchaser and
Parent enforceable in accordance with its terms, except to the extent that its
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization or other laws affecting the enforcement of creditors' rights
generally or by general equitable principles and except as the enforceability of
rights to indemnification or contribution hereunder may be limited by applicable
federal or state securities laws or rules. Neither the execution and delivery of
this Agreement, the consummation of the transactions contemplated hereby, nor
compliance with the terms, conditions or provisions of this Agreement will
result in a violation or breach of any of the terms, conditions or provisions of
the Purchaser's or Parent's charter or bylaws.
4. Conditions to the Obligations of the Company. The obligations of the
Company under this Agreement are subject to the fulfillment of each of the
following conditions:
(a) Representations and Warranties. The representations and warranties
in this Agreement made by the Purchaser and Parent shall be true in all material
respects on the date hereof.
(b) Performance. The Purchaser and Parent shall have performed and
complied in all material respects with all agreements required by this Agreement
to be performed or complied with by them.
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<PAGE>
5. Conditions to the Obligations of the Purchaser and Parent. The
obligations of the Purchaser and Parent under this Agreement are subject to the
fulfillment of each of the following conditions:
(a) Representations and Warranties. The representations and warranties
in this Agreement made by the Company shall be true in all material respects on
the date hereof.
(b) Performance. The Company shall have performed and complied in all
material respects with all agreements required by this Agreement to be performed
or complied with by the Company.
(c) The Offering. The Shares shall have been offered and sold in the
Offering pursuant to an effective registration statement under the Securities
Act of 1933, as amended (the "Securities Act"), and a prospectus supplement
specifically relating to the Offering. The Offering shall have complied in all
material respects with the Securities Act and all applicable rules and
regulations of the Securities and Exchange Commission and all applicable state
securities laws.
(d) Listing on NYSE. The Shares to be sold to the Purchaser in the
Offering shall have been approved for listing on the New York Stock Exchange,
subject to official notice of issuance.
(e) Material Adverse Change. There shall not have occurred since the
date hereof any material adverse change in the business, properties or financial
condition of the Company not caused by any action of the Purchaser or Parent or
any of their affiliates (other than the Company).
6. Registration Rights. The Company agrees and acknowledges that the
Shares to be purchased by Purchaser in the Offering will constitute Registrable
Securities under that certain Second Amended and Restated Investor Agreement
dated as of November 18, 1993 between the Company and Parent, certain rights
under which Parent has assigned to the Purchaser pursuant to an Assignment of
Registration Rights Agreement dated as of February 17, 1995.
7. Miscellaneous.
(a) Survival of Representations, Warranties and Agreements. All
representations, warranties and agreements contained herein shall survive the
execution of this Agreement and shall remain in full force and effect following
the consummation of the sale and purchase of the Shares.
(b) Successors and Assigns. This Agreement shall be binding upon, and
inure to the benefit of, the parties hereto and their respective heirs, personal
representatives, successors, assigns and affiliates, but shall not be assignable
by any party hereto without the
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<PAGE>
prior written consent of the other parties hereto, except as set forth in
Section 6(h) of the Investor Agreement.
(c) Notices. Any notice or other communication provided for herein or
given hereunder to a party hereto shall be in writing and shall be given by
delivery, by telex, telecopier or by mail (registered or certified mail, postage
prepaid, return receipt requested) to the respective parties as follows:
If to the Company:
Security Capital Industrial Trust
14100 East 35th Place
Aurora, Colorado 80011
Attention: K. Dane Brooksher
If to Parent:
Security Capital Group Incorporated
125 Lincoln Avenue
Santa Fe, New Mexico 87501
Attention: Jeffrey A. Klopf
If to Purchaser:
SC Realty Incorporated
3753 Howard Hughes Parkway, Suite 200
Las Vegas, Nevada 89101
Attention: Ariel Amir
or to such other address with respect to a party as such party shall notify the
other in writing.
(d) Amendment. This Agreement may be amended only by a writing duly
executed by all the parties hereto.
(e) Severability. Insofar as is possible, each provision of this
Agreement shall be interpreted so as to render it valid and enforceable under
applicable law and severable from the remainder of this Agreement. A finding
that any such provision is invalid or unenforceable in any jurisdiction shall
not affect the validity or enforceability of any other provision or the validity
or enforceability of such provision under the laws of any other jurisdiction.
(f) Captions. The Section and Paragraph captions herein are for
convenience of reference only, do not constitute part of this Agreement and
shall not be deemed to limit or otherwise affect any of the provisions hereof.
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<PAGE>
(g) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same instrument.
(h) Governing Law. This Agreement shall be governed by, and construed
and enforced in accordance with, the internal laws of the State of Maryland.
(i) Limitation of Liability. Any obligation or liability whatsoever of
the Company which may arise at any time under this Agreement or any obligation
or liability which may be incurred by it pursuant to any other instrument,
transaction or undertaking contemplated hereby shall be satisfied, if at all,
out of the Company's assets only. No such obligation or liability shall be
personally binding upon, nor shall resort for the enforcement thereof be had to,
the property of any of its shareholders, trustees, officers, employees or
agents, regardless of whether such obligation or liability is in the nature of
contract, tort or otherwise.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the day and year first above written.
SECURITY CAPITAL INDUSTRIAL TRUST
By: /s/ Jeffrey A. Klopf
-------------------------
Name: Jeffrey A. Klopf
Title: Secretary
SECURITY CAPITAL GROUP INCORPORATED
By: /s/ Jeffrey A. Klopf
-------------------------
Name: Jeffrey A. Klopf
Title: Secretary
SC REALTY INCORPORATED
By: /s/ Ariel Amir
-------------------------
Name: Ariel Amir
Title: Secretary
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