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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. 1)
HOMESTEAD VILLAGE INCORPORATED
(NAME OF SUBJECT COMPANY)
COMMON STOCK, PAR VALUE $.01 PER SHARE
WARRANTS TO PURCHASE SHARES OF COMMON STOCK
(TITLE OF CLASSES OF SECURITIES)
437851 10 8
437851 11 6
(CUSIP NUMBER OF CLASSES 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 NOS.: 437851 10 8; 437851 11 6
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Security Capital Group Incorporated
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC, BK, OO
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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
STATE OF MARYLAND
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7 SOLE VOTING POWER 14,727,124 (includes 3,582,722
Shares that may be acquired
NUMBER OF upon exercise of Warrants)
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
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OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER 14,727,124 (includes 3,582,722
Shares that may be acquired
REPORTING upon exercise of Warrants)
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,727,124 Shares (includes 3,582,722 Shares that may be acquired upon
exercise of Warrants)
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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)
52.0%
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14 TYPE OF REPORTING PERSON
CO
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CUSIP NOS.: 437851 10 8; 437851 11 6
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William D. Sanders
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF, OO
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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
UNITED STATES
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7 SOLE VOTING POWER 203,612 (includes 166,738 Shares
that may be acquired upon
NUMBER OF exercise of Warrants
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER 14,930,736 (includes 3,749,460
BENEFICIALLY Shares that may be acquired
OWNED BY upon exercise of Warrants)
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EACH 9 SOLE DISPOSITIVE POWER 203,612 (includes 166,738 Shares
that may be acquired upon
REPORTING exercise of Warrants)
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE 14,930,736 (includes 3,749,460
WITH POWER Shares that may be acquired
upon exercise of Warrants)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,930,736 Shares (includes 3,749,460 Shares that may be acquired upon
exercise of Warrants)
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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)
53.0%
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14 TYPE OF REPORTING PERSON
IN
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
To finance any exercises of Warrants or to purchase additional Shares or
Warrants, SCG has used and intends to use working capital or funds borrowed
under a $300 million revolving line of credit facility with a syndicate of banks
agented by Wells Fargo Realty Advisors Funding, Incorporated.
ITEM 4. PURPOSE OF TRANSACTION
SCG has acquired Homestead's Shares and Warrants to provide Homestead with
capital to acquire and develop moderate priced, extended-stay lodging
facilities. SCG intends to play a major role in the direction of Homestead for
the purpose of maximizing the value of Homestead. Except as otherwise noted, SCG
does not have any plans or proposals that relate to or would result in the
following:
(a) The acquisition of additional securities of Homestead or the
disposition of securities of Homestead, except (i) that SCG announced
on December 2, 1996 that it may purchase from time to time up to $25
million of Shares or Warrants in open maket transactions or in
privately negotiated transactions, (ii) that SCG may acquire Shares in
the future at the same times and on the same terms available to other
shareholders or to the general public and (iii) that SCG intends, over
time, to dispose of Shares, or not participate in any offering of
Shares, to maintain an ownership interest in Homestead below 50%;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Homestead or any of its
subsidiaries;
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(c) A sale or transfer of a material amount of assets of Homestead or
any of its subsidiaries;
(d) Any change in the present board of directors or management of
Homestead, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies
on the board, except that SCG intends to provide significant
input into the selection of two additional independent
directors to join the present Homestead board of directors;
(e) Any material change in the present capitalization or dividend
policy of Homestead;
(f) Any other material change in Homestead's business or corporate
structure;
(g) Changes in Homestead's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of Homestead by any person;
(h) Causing the Shares or the Warrants, other than pursuant to the
terms of the Warrants, to be delisted from the American Stock
Exchange;
(i) A class of equity securities of Homestead 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 (1) All Shares
- ------ ---------------------- ----------
<S> <C> <C>
Security Capital Group Incorporated 14,727,124(2) 52.0%
William D. Sanders (Corporate Ownership) 14,727,124(3) 52.0
William D. Sanders (Personal Ownership) 203,612(4) *
Samuel W. Bodman 0 *
John P. Frazee, Jr. 2,758(5) *
Cyrus F. Freidheim, Jr. 1,102 *
H. Laurance Fuller 155 *
Ray L. Hunt 102,274 *
John T. Kelley, III 3,149 *
Peter S. Willmott 3,448 *
C. Ronald Blankenship 7,599 *
Michael Simmons 209 *
Thomas G. Wattles 0 *
</TABLE>
* Less than 1%
(1) Includes, for SCG, Messrs. Sanders, Bodman, Frazee, Freidheim, Fuller,
Hunt, Kelley, Willmott, Blankenship, Simmons and Wattles, 3,582,722,
166,738, 0, 1,107, 442, 62, 41,064, 1,264, 1,384, 3,051, 84 and 0 Shares,
respectively, that may be acquired upon exercise of Warrants.
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(2) These Shares are, or will be, owned of record by SC Realty Incorporated, a
wholly owned subsidiary of SCG, and are, or will be, pledged to secure a
$300 million revolving line of credit facility with a syndicate of banks.
As of October 31, 1996, there were $57 million of borrowings outstanding
under the line of credit. The line of credit is also secured by securities
owned indirectly by SCG of PTR, Atlantic, Security Capital Industrial Trust
and Security Capital U.S. Realty, an entity based in Luxembourg that is
affiliated with SCG and which invests in real estate operating companies in
the United States. SCG estimates that the aggregate market value of the
pledged securities exceeded $2.0 billion as of October 31, 1996. SCG was in
compliance with all covenants under the line of credit as of June 30, 1996.
(3) Mr. Sanders may be deemed to beneficially own these Shares, which are owned
by SCG, because Mr. Sanders, as Chairman and Chief Executive Officer of
SCG, shares voting and dispositive power with respect to all Shares owned
by SCG.
(4) 127,562 Shares are, or will be, owned by Mr. Sanders directly. Mr. Sanders
may be deemed to beneficially own 73,425 Shares which are, or will be,
owned by Sanders Partners Incorporated and CAMPR Partners Limited, family
entities with respect to which Mr. Sanders shares voting and dispositive
power, and 2,625 Shares which are, or will be owned by a foundation of
which Mr. Sanders is a director.
(5) Does not include Shares which may be issued under Homestead's Outside
Directors Plan.
(c) No transactions in Shares or Warrants were effected in the past sixty
days by the persons listed in the above table, except: on November 1, 1996, SCG
exercised 500,000 Warrants at $10.00 per Warrant; on November 25, 1996, SCG
exercised 750,000 Warrants at $10.00 per Warrant; on December 3, 1996, SCG
purchased 56,700 Warrants at an average purchase price of $5.936 per Warrant; on
December 4, 1996, SCG purchased 46,000 Warrants at an average purchase price of
$6.125 per Warrant; between November 26, 1996 and December 2, 1996, Mr. Sanders
purchased 124,500 Warrants at an average purchase price of $6.34 per Warrant;
and between November 26, 1996 and December 2, 1996, CAMPR Partners Limited
purchased 17,500 Warrants at an average purchase price of $6.26 per Warrant.
(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 table.
(e) No person filing this statement has ceased to be a beneficial owner of
more than five percent of the Shares or Warrants.
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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: December 9, 1996 HOMESTEAD VILLAGE INCORPORATED
By:/s/ Jeffrey A. Klopf
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Name: Jeffrey A. Klopf
Title: Secretary
WILLIAM D. SANDERS
By:/s/ Jeffrey A. Klopf
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Name: Jeffrey A. Klopf, as attorney-in-fact
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