<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
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)
<PAGE>
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 23,853,211
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 23,853,211
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,853,211
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.9%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
This Amendment No. 3 (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 ("Security Capital") and amended on April 30, 1997 and October 8,
1997.
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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to an Agreement and Plan of Merger dated as of April 1, 1998
between Security Capital Pacific Trust ("PTR") and ATLANTIC, upon the closing of
the proposed merger described in Item 4 below, each Share of ATLANTIC common
stock shall be converted into the right to receive one PTR common share of
beneficial interest ("PTR Common Shares").
ITEM 4. PURPOSE OF TRANSACTION
Except as described below, there are no other changes to report from the
responses previously provided in response to this Item requirement.
Pursuant to an Agreement and Plan of Merger dated as of April 1, 1998
between PTR and ATLANTIC (the "Merger Agreement"), subject to certain terms and
conditions and upon the consummation of the merger contemplated therein (the
"Merger"), ATLANTIC shall be merged with and into PTR, which shall be the
surviving entity, and that, in consideration for the Merger, each outstanding
Share shall be converted into the right to receive one PTR Common Share and each
share of ATLANTIC Series A Cumulative Redeemable Preferred Stock ("ATLANTIC
Series A Preferred") shall be converted into the right to receive one share of
PTR Series C Cumulative Redeemable Preferred Stock. Security Capital owns
approximately 49.9% of the outstanding Shares and approximately 32.9% of the
outstanding PTR Common Shares. Pursuant to the terms of the Merger Agreement,
the Merger requires the approval of a majority of the outstanding Shares and the
approval of two-thirds of the outstanding PTR Common Shares. No approval by the
holders of the ATLANTIC Series A Preferred or any series of PTR preferred shares
of beneficial interest is required to consummate the Merger. Upon consummation
of the Merger, no shares of ATLANTIC Series A Preferred shall remain outstanding
and, as a result, the Shares and the shares of ATLANTIC Series A Preferred will
no longer be listed on the New York Stock Exchange or registered with the
Securities and Exchange Commission under Section 12 of the Securities Exchange
Act of 1934, as amended.
To induce the parties to enter into the Merger Agreement, Security Capital
has entered into a Shareholder Voting Agreement with ATLANTIC and PTR pursuant
to which, among other things and subject to certain terms and conditions,
requires Security Capital (i) not to sell, otherwise dispose of, deposit into a
voting trust, enter into a voting agreement or grant any proxy with respect to
any of the Shares or the PTR Common Shares, (ii) to cause all of the Shares and
PTR Common Shares it owns to be voted in favor of the adoption of the Merger
Agreement and approval of the Merger and the other transactions contemplated by
the Merger Agreement and to cause such Shares and PTR Common Shares to be voted
against any alternative transaction (as further described in Section 5.4 to the
Merger Agreement) to the Merger and (iii) not to initiate, solicit, or
encourage, directly or indirectly, any inquiries or the making or implementation
of any proposal or offer with respect to any alternative transaction to the
Merger or engage in any negotiations or discussions concerning, or provide any
confidential information or data to, any person with respect to any such
alternative transaction or otherwise facilitate any effort or attempt to make or
implement such alternative transaction. If either ATLANTIC or PTR exercises its
rights under Section 5.4 of the Merger Agreement whereby it will consider a
specific alternative transaction to the Merger, then Security Capital shall be
relieved of the restrictions set forth in clause (iii) of the preceding sentence
with respect to such specific alternative transaction. The Shareholder Voting
Agreement will terminate upon the consummation of the Merger or the termination
of the Merger Agreement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a),(b) The following table sets forth, as of April 1, 1998, 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(1)
- ------ --------------------- -------------
<S> <C> <C>
Security Capital Group Incorporated 23,853,211(2) 49.9%
Samuel W. Bodman 0 *
Hermann Buerger 0 *
John P. Frazee, Jr.(3) 6,250 *
Cyrus F. Freidheim, Jr. 2,500 *
H. Laurance Fuller(4) 500 *
Ray L. Hunt(5) 17,000 *
John T. Kelley, III(6) 250 *
William D. Sanders 6,155 *
Peter S. Willmott 1,406 *
C. Ronald Blankenship 500 *
Thomas G. Wattles(7) 12 *
Anthony R. Manno, Jr. 1,500 *
Jeffrey A. Cozad(8) 1,000 *
</TABLE>
* Less than 1%
(1) 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.
(2) These Shares are owned of record by SC Realty Incorporated, a wholly owned
subsidiary of Security Capital and are pledged to secure a $400 million
revolving line of credit facility with a syndicate of banks. As of April 1,
1998, there were no borrowings outstanding under the line of credit. The
line of credit is also secured by securities owned indirectly by Security
Capital 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 Security Capital 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 $3.1 billion as of April 1, 1998. Security Capital was
in compliance with all covenants under the line of credit as of December
31, 1997.
(3) Shares are held in an IRA account.
(4) Includes 250 Shares held by Mr. Fuller's wife.
(5) 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.
(6) Shares are held in a trust for which Mr. Kelley is trustee.
(7) Shares held by Mr. Wattles' children.
(8) Shares are held by a trust for which Mr. Cozad is a trustee.
(c) No transactions were effected by the persons in the foregoing table in
the past 60 days.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
The responses to Items 3 and 4 above are incorporated herein by reference.
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibits are filed herewith:
Exhibit 1 Agreement and Plan of Merger dated as of April 1, 1998 by and
between Security Capital Pacific Trust and Security Capital
Atlantic Incorporated (incorporated by reference to Exhibit 2.1
of the Security Capital Pacific Trust Form 8-K dated April 1,
1998)
Exhibit 2 Shareholder Voting Agreement dated as of April 1, 1998 by and
among Security Capital Group Incorporated, Security Capital
Atlantic Incorporated and Security Capital Pacific Trust
(incorporated by reference to Exhibit 99.1 of the Security
Capital Pacific Trust Form 8-K dated April 1, 1998)
<PAGE>
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 3, 1998 SECURITY CAPITAL GROUP INCORPORATED
By: /s/ Jeffrey A. Klopf
-------------------------------------
Name: Jeffrey A. Klopf
Title: Secretary
