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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)
Security Capital Atlantic Incorporated
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
814137 10 5
(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. 814137 10 5
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
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF 7 SOLE VOTING POWER
SHARES 21,545,670
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 21,545,670
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,545,670
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.4%
14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
This Amendment No. 1 (this "Amendment") is being filed to a Schedule 13D
dated and filed October 21, 1996 and filed by Security Capital Group
Incorporated, formerly known as Security Capital Realty Incorporated, a Maryland
corporation ("SCG"), and William D. Sanders, an individual ("Sanders").
ITEM 1. SECURITY AND ISSUER
This Amendment relates to the shares of common stock, $0.01 par value per
share (the "Shares"), of Security Capital Atlantic Incorporated, a Maryland
corporation ("ATLANTIC"), the principal executive offices of which are at Six
Piedmont Center, Atlanta, Georgia 30305.
ITEM 2. IDENTITY AND BACKGROUND
Sanders is hereby removed as a person filing this statement as he does not
share voting or dispositive power with respect to the Shares owned by SCG.
ITEM 4. PURPOSE OF TRANSACTION
SCG intends to play a major role in the direction of ATLANTIC for the
purpose of maximizing the value of ATLANTIC. Any influence of Sanders on the
direction of ATLANTIC will be in his capacity as Chairman and Chief Executive
Officer of SCG, and not personally. Therefore, the reference to Sanders
intending to play a major role in the direction of ATLANTIC for the purpose of
maximizing the value of ATLANTIC is hereby deleted.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a),(b) The information previously filed which reported Sanders as a
beneficial owner of the Shares owned by SCG and indicated that Sanders may be
deemed to beneficially own the Shares owned by SCG, is hereby amended to provide
that Sanders does not beneficially own the Shares owned by SCG. Therefore,
Sanders currently beneficially owns 6,155 Shares (0.02% of all Shares), with
respect to which he has sole voting and dispositive power. Any reference to
Sanders intending to play a major role in the direction of ATLANTIC for the
purpose of maximizing the value of ATLANTIC is hereby deleted as described in
Item 4.
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)(2) All Shares(1)(2)
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<S> <C> <C>
Security Capital Group Incorporated 21,545,670(3) 51.4%
Samuel W. Bodman 0 *
Hermann Buerger 0 *
John P. Frazee, Jr.(4) 6,250 *
Cyrus F. Freidheim, Jr. 2,500 *
H. Laurance Fuller(5) 500 *
Ray L. Hunt(6) 17,000 *
John T. Kelley, III(7) 250 *
William D. Sanders 6,155 *
Peter S. Willmott 1,250 *
C. Ronald Blankenship 500 *
Thomas G. Wattles(8) 12 *
David C. Dressler(9) 500 *
K. Dane Brooksher 1,075 *
</TABLE>
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* Less than 1%
(1) Assumes that (i) no Shares are issued pursuant to the rights offerings
being conducted pursuant to the Merger and Issuance Agreement dated as of
March 24, 1997 between ATLANTIC and SCG (the "Merger Agreement") and
(ii) SCG receives Shares pursuant to the Merger Agreement.
(2) For each person who owns options or warrants that are exercisable within 60
days, the calculation of the percentage ownership assumes that only that
person has exercised all of his options or warrants and that no other
person has exercised any outstanding options or warrants.
(3) These Shares are owned of record by SC Realty Incorporated, a wholly owned
subsidiary of SCG and are pledged to secure a $300 million revolving line
of credit facility with a syndicate of banks. As of April 25, 1997, there
were $22 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 Industrial Trust,
Homestead Village Incorporated 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 $2.9 billion as
of March 31, 1997. SCG was in compliance with all covenants under the line
of credit as of March 31, 1997.
(4) Shares are held in an IRA account.
(5) Includes 250 Shares held by Mr. Fuller's wife.
(6) Includes 750 Shares held by a family trust for which Mr. Hunt is trustee,
2,250 Shares for which Mr. Hunt shares direct or indirect beneficial
ownership pursuant to powers of attorney, 12,500 Shares held by a family
limited partnership of which a corporation that Mr. Hunt owns is the
general partner and 750 Shares held by a corporation that Mr. Hunt owns.
Excludes 750 Shares that Mr. Hunt's wife owns as separate property, of
which Mr. Hunt disclaims beneficial ownership.
(7) Shares are held in a trust for which Mr. Kelley is trustee.
(8) Includes 12 Shares held by Mr. Wattles' children.
(9) Shares are held in trust accounts of which Mr. Dressler is trustee.
(c) No transactions in Shares were effected in the past sixty days by the
persons listed in the above table.
(e) As described above, Sanders has ceased to be a beneficial owner of
more than five percent of the Shares and is therefore being removed as a person
filing this statement.
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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: April 30, 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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Jeffrey A. Klopf, as attorney-in-fact
