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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. 2)
Homestead Village Incorporated
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
Warrants to Purchase Shares of Common Stock
(Title of Class of Securities)
437851 10 8
437851 11 6
(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. 437851 10 8; 437851 11 6
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
WC, BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Maryland
NUMBER OF 7 SOLE VOTING POWER
SHARES 14,925,824 (includes 3,281,422 Shares that may be
acquired upon exercise of Warrants)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 14,925,824 (includes 3,281,422 Shares that may be
acquired upon exercise of Warrants)
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,925,824 (includes 3,281,422 Shares that may be acquired upon exercise of
Warrants)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70.9%
14 TYPE OF REPORTING PERSON
CO
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CUSIP NO. 437851 10 8; 437851 11 6
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William D. Sanders
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 232,486 (includes 166,738 Shares that may be acquired
upon exercise of Warrants)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 14,925,824 (includes 3,281,422 Shares that may be
EACH acquired upon exercise of Warrants)
REPORTING 9 SOLE DISPOSITIVE POWER
232,486 (includes 166,738 Shares that may be acquired
upon exercise of Warrants)
PERSON WITH 10 SHARED DISPOSITIVE POWER
14,925,824 (includes 3,281,422 Shares that may be
acquired upon exercise of Warrants)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,158,310 (includes 3,448,160 Shares that may be acquired upon exercise
of Warrants)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
72.0%
14 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
This Amendment No. 2 (this "Amendment") is being filed to a Schedule 13D
dated October 22, 1996 and filed by Security Capital Group Incorporated, a
Maryland corporation ("SCG"), and William D. Sanders, an individual ("Sanders"),
on November 1, 1996 and amended on December 9, 1996.
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(2)
- ------ ------------------------- -------------
<S> <C> <C>
Security Capital Group Incorporated 14,925,824(3) 70.9%
William D. Sanders (Corporate Ownership) 14,925,824(4) 70.9
William D. Sanders (Personal Ownership) 232,486(5) 1.1
Samuel W. Bodman 0 *
John P. Frazee, Jr. 2,758 *
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%
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(1) Includes, for SCG, Messrs. Bodman, Frazee, Freidheim, Fuller, Hunt, Kelley,
Sanders, Blankenship, Simmons and Wattles, 3,281,422, 0, 1,107, 442, 62,
41,064, 1,264, 197,183, 1,384, 3,051, 84 and 0 Shares, respectively, that
may be acquired upon exercise of Warrants.
(2) Assumes that SCG has exercised all of its Warrants and that no other person
has exercised outstanding Warrants.
(3) 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 December 31, 1996, there were $34 million of borrowings outstanding
under the line of credit. The line of credit is also secured by securities
owned indirectly by SCG of Security Capital Pacific Trust, Security Capital
Atlantic Incorporated, 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 December 31, 1996. SCG was in
compliance with all covenants under the line of credit as of December 31,
1996.
(4) 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.
(5) 127,565 Shares are, or will be, owned by Mr. Sanders directly. Mr. Sanders
may be deemed to beneficially own 101,421 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 3,500 Shares which are, or will be owned by members of Mr.
Sanders's family.
(c) No transactions in Shares or Warrants were effected in the past sixty
days by the persons listed in the above table, except: on December 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 18, 1996, SCG
exercised 500,000 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; on December 10, 1996, SCG purchased 3,000 Warrants at $6.625
per Warrant; on December 11, 1996, SCG purchased 23,100 Warrants at $6.625 per
Warrant; on December 12, 1996, SCG purchased 31,900 Warrants at $6.75 per
Warrant; on December 13, 1996, SCG purchased 39,300 Warrants at $6.456 per
Warrant; on December 26, 1996, SCG purchased 6,400 Warrants at $6.589 per
Warrant; on January 6, 1997, SCG, purchased 11,800 Warrants at $8.25 per
Warrant; on January 7, 1997, SCG purchased 3,200 Warrants at $8.25 per
Warrant; on January 9, 1997, SCG purchased 80,000 Warrants at $8.75 per
Warrant; between November 26, 1996 and December 31, 1996, Mr. Sanders purchased
124,500 Warrants at an average purchase price of $6.34 per Warrant; between
November 26, 1996 and December 31, 1996, CAMPR Partners Limited purchased 45,500
Warrants at an average purchase price of $7.84 per Warrant; and between November
28, 1996 and December 31, 1996 members of Mr. Sanders's family purchased 3,500
Warrants at an average price of $7.59.
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SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Date: January 10, 1997
SECURITY CAPITAL GROUP 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
