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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 11)
Homestead Village Incorporated
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
437851 10 8
(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 NOS. 437851 10 8
- -----------------------------------
- --------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Security Capital Group Incorporated
36-3692698
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS
4
WC, BK, OO
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
5
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
STATE OF MARYLAND
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 17,629,156
SHARES -------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
27,859,317 (includes 27,770,617* Shares issuable upon
OWNED BY conversion of convertible notes)
-------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 18,016,030
PERSON -------------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
27,859,317 (includes 27,770,617* Shares issuable upon
conversion of convertible notes)
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
45,488,473 Shares (includes 27,770,617 Shares issuable upon conversion of
convertible notes)
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
81.9%*
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO
- --------------------------------------------------------------------------------
* Assumes the maximum amount of notes have been funded under the funding
commitment agreements between Homestead and Security Capital Pacific Trust
("PTR") and Security Capital Atlantic Incorporated ("ATLANTIC"),
respectively. As of November 15, 1997, PTR and ATLANTIC held approximately
$291.6 million of notes, which at face mortgage amount are convertible into
25,355,401 Shares.
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- -----------------------------------
CUSIP NOS. 437851 10 8
- -----------------------------------
- --------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Security Capital Pacific Trust
74-6056896
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS
4
WC, BK, OO
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
5
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
STATE OF MARYLAND
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF - 0 -
SHARES -------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
19,246,402* (consisting of Shares issuable upon
OWNED BY conversion of convertible notes)
-------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING - 0 -
PERSON -------------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
19,246,402* (consisting of Shares issuable upon
conversion of convertible notes)
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
19,246,402* Shares (consisting of Shares issuable upon conversion of
convertible notes)
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
40.9%*
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO
- --------------------------------------------------------------------------------
* Assumes the maximum amount of notes have been funded under the funding
commitment agreement between PTR and Homestead. As of November 15, 1997, PTR
held approximately $198.1 million of notes, which at face mortgage amount are
convertible into 17,223,855 Shares.
<PAGE>
- -----------------------------------
CUSIP NOS. 437851 10 8
- -----------------------------------
- --------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Security Capital Atlantic Incorporated
85-0415503
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS
4
WC, BK, OO
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
5
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
STATE OF MARYLAND
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF - 0 -
SHARES -------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
8,524,215* (consisting of Shares issuable upon
OWNED BY conversion of convertible notes)
-------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING - 0 -
PERSON -------------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
8,524,215* (consisting of Shares issuable upon
conversion of convertible notes)
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
8,524,215* Shares (consisting of Shares issuable upon conversion of
convertible notes)
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
23.5%*
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO
- --------------------------------------------------------------------------------
* Assumes the maximum amount of notes have been funded under the funding
commitment agreement between ATLANTIC and Homestead. As of November 15, 1997,
ATLANTIC held approximately $93.5 million of notes, which at face mortgage
amount are convertible into 8,131,546 Shares.
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SCHEDULE 13D
Item 1. Security and Issuer
Shares of Common Stock, par value $.01 per share (the "Shares"), of
Homestead Village Incorporated ("Homestead"), 2100 RiverEdge Parkway, Atlanta,
Georgia 30328.
On October 29, 1997 at 5:00 p.m., New York time, all outstanding
unexercised Warrants expired pursuant to their terms. Therefore, all references
to Warrants in this Schedule 13D are hereby deleted.
Item 4. Purpose of the Transaction
(a) The acquisition of additional securities of Homestead or the
disposition of securities of Homestead, except (i) that Security Capital
announced on December 2, 1996 that it may purchase from time to time up to $25
million of Shares or Warrants in open market transactions or in privately
negotiated transactions, (ii) that Security Capital announced on May 12, 1997
that it may purchase from time to time up to $20 million of additional Warrants
in open market transactions or in privately negotiated transactions, (iii) that
Security Capital announced on November 6, 1997 that it may purchase from time to
time up to $25 million of Shares in open market transactions or in privately
negotiated transactions, and (iv) that Security Capital may acquire Shares in
the future at the same times and on the same terms available to other
shareholders or the general public.
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....... 45,488,473(3) 81.9%
William D. Sanders........................ 232,486(4) *
Samuel W. Bodman.......................... 0 *
Hermann Buerger........................... 0 *
John P. Frazee, Jr........................ 6,758(5) *
Cyrus F. Freidheim, Jr.................... 1,102 *
H. Laurance Fuller........................ 216 *
Ray L. Hunt............................... 85,567(6) *
Peter S. Willmott......................... 3,447 *
Thomas G. Wattles......................... 1,837 *
Security Capital Pacific Trust............ 19,246,402 40.9
C. Ronald Blankenship..................... 7,311 *
Calvin K. Kessler......................... 4,680 *
James H. Polk, III........................ 9,000 *
John C. Schweitzer........................ 8,316(7) *
James A. Cardwell......................... 4,780 *
John T. Kelley, III....................... 2,739 *
William G. Myers.......................... 20,490 *
R. Scot Sellers........................... 4,410 *
Patrick R. Whelan......................... 476 *
Jeffrey A. Klopf.......................... 0 *
Jay S. Jacobson........................... 0 *
Mark N. Tennisson......................... 108 *
Security Capital Atlantic Incorporated.... 8,524,215 23.5
Manuel A. Garcia, III..................... 38,765(8) *
Ned S. Holmes............................. 2,242 *
Constance B. Moore........................ 5,597 *
James C. Potts............................ 5,996 *
John M. Richman........................... 1,851 *
J. Lindsay Freeman........................ 0 *
William Kell.............................. 78 *
Bradley C. Miller......................... 45 *
</TABLE>
<PAGE>
Less than 1%
(1) Includes, for PTR and ATLANTIC, all Shares that may be issued upon
conversion of all Convertible Notes that may be outstanding upon full
funding under the Funding Commitment Agreements.
(2) Assumes (i) in the case of PTR and ATLANTIC, that PTR or ATLANTIC, as
applicable, has converted all Convertible Notes that may be outstanding
upon full funding under its Funding Commitment Agreement and that no other
person has converted any outstanding convertible securities and (ii) in the
case of Security Capital Group Incorporated ("Security Capital"), that each
of PTR and ATLANTIC have converted all Convertible Notes that may be
outstanding upon full funding under the Funding Commitment Agreements and
that no other person has converted any outstanding convertible securities.
(3) Includes 19,246,402 Shares beneficially owned by PTR and 8,524,215 Shares
beneficially owned by ATLANTIC. As a result of its ownership of 33.2% of
PTR's outstanding common shares and 50.3% of ATLANTIC's outstanding common
stock and Security Capital's contractual arrangements with PTR and
ATLANTIC, Security Capital may be deemed to beneficially own all Shares
owned by PTR and ATLANTIC. 18,080,029 Shares are, or will be, owned of
record by SC Realty Incorporated, a wholly owned subsidiary of Security
Capital, and, except for Shares are, or will be, pledged to
secure a $400 million revolving line of credit facility with a syndicate of
banks. As of November 15, 1997, there were approximately $0.0 million in
borrowings outstanding under the line of credit. The line of credit is also
secured by securities owned indirectly by Security Capital of PTR,
ATLANTIC, Security Capital Industrial Trust and Security Capital U.S.
Realty, a publicly traded entity based in Luxembourg and which invests in
real estate operating companies in the United States. Security Capital
estimates that the aggregate market value of the pledged securities
exceeded $3.3 billion as of November 15, 1997. Security Capital was in
compliance with all covenants under the line of credit as of September 30,
1997.
(4) 127,562 Shares are directly owned by Mr. Sanders. Mr. Sanders may be deemed
to beneficially own 101,420 Shares which are owned by Sanders Partners
Incorporated and CAMPR Partners Limited, family entities with respect to
which Mr. Sanders shares voting and dispositive power. Includes 3,500
shares held by a limited partnership with respect to which Mr. Sanders
shares voting and dispositive power.
(5) Includes options to acquire 4,000 Shares.
(6) Includes 330 Shares held by family trusts for which Mr. Hunt is trustee,
1,427 Shares for which Mr. Hunt shares beneficial ownership pursuant to
powers of attorney, 5,521 Shares held by a family limited partnership of
which a corporation that Mr. Hunt owns is the general partner, and 330
Shares held by a corporation that Mr. Hunt owns. Excludes 330 Shares that
Mr. Hunt's wife owns as separate property and 23,479 Shares held by Hunt
Financial Corporation, the capital stock of which is held, indirectly
through a series of corporations, by trusts for the benefit of Mr. Hunt and
members of his family, as to which Mr. Hunt disclaims beneficial ownership.
(7) Includes 2,226 Shares held by a partnership for which Mr. Schweitzer is a
general partner, 826 Shares held by a corporation that Mr. Schweitzer owns
and options to acquire 2,000 shares.
(8) Includes 11,022 Shares held by a trust for which Mr. Garcia is trustee and
options to acquire 2,000 shares.
(c) No transactions in Shares or Warrants were effected in the past sixty
days by the persons listed in the above table, except as previously disclosed
and: on August 18, 1997, Security Capital purchased 17,600 Warrants at an
average purchase price of $7.50 per Warrant; on August 19, 1997, Security
Capital purchased 5,600 Warrants at a purchase price of $7.4375 per Warrant; on
August 20, 1997, Security Capital purchased 24,500 Warrants at an average
purchase price of $7.4699 per Warrant; on August 21, 1997, Security Capital
purchased 5,700 Warrants at a purchase price of $7.50 per Warrant; on August 25,
1997, Security Capital purchased 2,700 Warrants at a purchase price of $7.375
per Warrant; on August 26, 1997, Security Capital purchased 55,000 Warrants at
an average purchase price of $7.4889 per Warrant; on August 27, 1997 Security
Capital purchased 25,200 Warrants at an average purchase price of $7.4147 per
Warrant; on August 28, 1997, Security Capital purchased 4,600 Warrants at a
purchase price of $7.4375 per Warrant; on August 29, 1997, Security Capital
purchased 7,700 Warrants at an average purchase price of $7.5958 per Warrant; on
September 3, 1997, Security Capital purchased 38,500 Warrants at an average
purchase price of $7.6461 per Warrant; on September 4, 1997, Security Capital
purchased 25,700 Warrants at an average purchase price of $8.5161 per Warrant;
on September 10, 1997, Security Capital purchased 10,000 Warrants at a purchase
price of $8.00 per Warrant; on September 11, 1997, Security Capital purchased
600 Warrants at a purchase price of $7.75 per Warrant; on September 12, 1997,
Security Capital purchased 16,900 Warrants at a purchase price of $7.75 per
Warrant; on September 15, 1997, Security Capital purchased 800 Warrants at a
purchase price of $8.375 per Warrant; on September 16, 1997, Security Capital
purchased 5,000 Warrants at a purchase price of $8.375 per Warrant; on September
17, 1997, Security Capital purchased 4,600 Warrants at an average purchase price
of $8.3696 per Warrant; on September 18, 1997, Security Capital purchased 900
Warrants at a purchase price of $8.50 per Warrant; on September 19, 1997,
Security Capital purchased 8,100 Warrants at a purchase price of $9.00 per
Warrant; on September 22, 1997, Security Capital purchased 8,100 Warrants at a
purchase price of $9.00 per Warrant; on September 24, 1997, Security Capital
purchased 10,500 Warrants at a purchase price of $8.9369 per Warrant; on
September 26, 1997, Security Capital purchased 1,200 Warrants at a purchase
price of $8.00 per Warrant; on September 29, 1997, Security Capital purchased
11,000 Warrants at a purchase price of $7.9125 per Warrant; on September 30,
1997, Security Capital purchased 10,000 Warrants at a purchase price of $7.75
per Warrant; on October 2, 1997, Security Capital purchased 2,700 Warrants at a
purchase price of $7.50 per Warrant; on October 3, 1997, Security Capital
purchased 56,000 Warrants at a purchase price of $7.7109 per Warrant; on October
6, 1997, Security Capital purchased 500 Warrants at a purchase price of $7.65
per Warrant; on October 7, 1997, Security Capital purchased 8,700 Warrants at a
purchase price of $7.875 per Warrant; on October 8, 1997, Security Capital
purchased 50,400 Warrants at a purchase price of $7.75 per Warrant; on October
9, 1997, Security Capital purchased 3,300 Warrants at a purchase price of $8.00
per Warrant; on October 10, 1997, Security Capital purchased 35,000 Warrants at
a purchase price of $8.071 per Warrant; on October 14, 1997, Security Capital
exercised 502,026 Warrants at an exercise price of $10 per Warrant; on October
16, 1997, Security Capital purchased 218,000 Warrants at a purchase price of
$7.25 per Warrant; on October 19, 1997, Mr. Hunt, pursuant to a power of
attorney, exercised 833 Warrants at an exercise price of $10 per Warrant, on
October 20, 1997, Security Capital exercised 256,300 Warrants at an exercise
price of $10 per Warrant; and on October 29, 1997, Mr. Sanders exercised 125,729
Warrants at an exercise price of $10 per Warrant, Sanders Partners Incorporated
and CAMPR Partners Limited exercised 67,952 Warrants at an exercise price of $10
per Warrant, a limited partnership with respect to which Mr. Sanders shares
voting and dispositive power exercised 3,500 Warrants at an exercise price of
$10 per Warrant, family trusts for which Mr. Hunt is trustee exercised 132
Warrants at an exercise price of $10 per Warrant, a family limited partnership
of which a corporation that Mr. Hunt owns is the general partner exercised 2,217
Warrants at an exercise price of $10 per Warrant, a corporation that Mr. Hunt
owns exercised 132 Warrants at an exercise price of $10 per Warrant, a
partnership for which Mr. Schweitzer is a general partner exercised 894 Warrants
at an exercise price of $10 per Warrant, a corporation that Mr. Schweitzer owns
exercised 826 Warrants at an exercise price of $10 per Warrant and a trust for
which Mr. Garcia is a trustee exercised 1,022 Warrants at an exercise price of
$10 per Warrant.
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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 10, 1997 SECURITY CAPITAL PACIFIC TRUST
By: /s/ Jeffrey A. Klopf
----------------------------------
Name: Jeffrey A. Klopf
Title: Secretary
SECURITY CAPITAL ATLANTIC INCORPORATED
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
