SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 15)
Homestead Village Incorporated
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(Name of Issuer)
Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
437851 10 8
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(CUSIP Number)
Jeffrey A. Klopf, Secretary
Security Capital Group Incorporated
125 Lincoln Avenue
Santa Fe, New Mexico 87501
(505) 982-9292
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 23, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [ ].
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
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CUSIP No. 437851 10 8 Page 2 of 8 Pages
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1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Security Capital Group Incorporated
36-3692698
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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
Maryland
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7
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 104,446,674
OWNED BY
EACH
REPORTING --------------------------------------------------------------
PERSON 8
WITH SHARED VOTING POWER
-0-
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9
SOLE DISPOSITIVE POWER
104,446,674
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10
SHARED DISPOSITIVE POWER
-0-
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11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
104,446,674
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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)
87.0%
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14
TYPE OF REPORTING PERSON
C0
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<PAGE>
Item 1. Security and Issuer.
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This Amendment relates to the common stock, par value of $.01 per
share (the "Shares"), of Homestead Village Incorporated ("Homestead"), 2100
RiverEdge Parkway, Atlanta, Georgia 30328. This Amendment amends the Schedule
13D Statement (the "Schedule 13D") of Security Capital Group Incorporated
("Security Capital") relating to Homestead filed on October 16, 1996 as amended
on December 9, 1996, January 14, 1997, January 20, 1997, February 18, 1997,
April 9, 1997, April 22, 1997, May 14, 1997, June 6, 1997, July 9, 1997, August
21, 1997, December 10, 1997, March 6, 1998, September 4, 1998, and July 16,
1999. Capitalized terms used herein and not defined have the meanings ascribed
to them in the Schedule 13D as previously amended.
Security Capital has previously filed Statements on Schedule 13D
with respect to the Shares jointly with Archstone Communities Trust
("Archstone"), a publicly traded corporation, of which Security Capital controls
a minority of the voting stock, and has designated a minority of the members of
the board of directors. Archstone has not participated in the matters disclosed
in this Amendment, and is not acting together with Security Capital in
connection with those matters or otherwise in connection with the ownership or
control of any Shares. Accordingly, the joint filing agreement between Security
Capital and Archstone has been terminated, and Security Capital and Archstone
will comply with their reporting obligations with respect to Schedule 13D
separately.
Item 4. Purpose of Transaction.
----------------------
On March 23, 2000, Security Capital submitted a letter to the Board
of Directors of Homestead (the "Homestead Board") setting forth Security
Capital's proposal to acquire all outstanding Shares not currently beneficially
owned by Security Capital for $3.40 per share in cash. If the proposed
transaction were completed, Security Capital would own 100% of the issued and
outstanding Shares, and Homestead would become a wholly owned subsidiary of
Security Capital.
Security Capital intends to take steps necessary to complete the
proposed transaction, including, but not limited to, the discussion, negotiation
and consummation of a merger agreement. There can be no assurance, however, that
such a transaction will be consummated, or, if it is consummated, that such a
transaction will be consummated on the terms and conditions set forth in
Security Capital's proposal. The proposed business combination would be subject
to a number of conditions, including satisfaction of any regulatory
requirements. Security Capital's proposal is also conditioned upon the approval
of the Homestead Board, including the approval of the independent members of the
Homestead Board. The proposal is not conditioned on financing.
The Homestead Board is expected to form a Special Committee
consisting of independent members of the Homestead Board to consider Security
Capital's proposal. A copy of Security Capital's proposal is attached hereto as
Exhibit 1 and is incorporated herein by reference, and the description herein of
the proposal and the matters
3 of 8 Pages
<PAGE>
contemplated thereby is qualified in its entirety by reference to such
letter. In addition, on March 23, 2000, Security Capital issued a press
release announcing that it had submitted its proposal to the Homestead
Board. A copy of the press release is attached hereto as Exhibit 2 and
is incorporated herein by reference, and the description herein of such press
release and the matters described therein is qualified in its entirety by
reference to such press release.
Depending on the response of the independent directors on the
Homestead Board to the Security Capital proposal and other factors deemed
relevant by Security Capital, Security Capital reserves the right to formulate
other plans and/or make other proposals, and take such actions with respect to
its investment in Homestead, including any or all of the actions set forth in
paragraphs (a) through (j) of Item 4 of Schedule 13D and any other actions as it
may determine. Moreover, Security Capital reserves the right to amend or
withdraw the proposal at any time in its sole discretion. Except as set forth in
this Item 4 and in furtherance of the proposed transaction Security Capital
presently has no plans or proposals which relate to or would result in any of
the actions set forth in parts (a) through (j) of Item 4 of Schedule 13D.
Security Capital may at any time reconsider and change its plans or proposals
relating to the foregoing.
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.
Person Number of Shares Percent of
Beneficially Owned All Shares
Security Capital Group
Incorporated 104,446,674(1) 87.0%
William D. Sanders 3,500(2) *
C. Ronald Blankenship 7,311(3) *
Samuel W. Bodman 0 *
Hermann Buerger 0 *
John P. Frazee, Jr. 79,358(4) *
Cyrus F. Freidheim, Jr. 0 *
H. Laurance Fuller 216(5) *
Ray L. Hunt 23,809(6) *
Peter S. Willmott 97,709 *
Thomas G. Wattles 1,300 *
John T. Kelley, III 2,739(7) *
* Less than 1%
4 of 8 Pages
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(1) 104,446,674 Shares are owned of record by SC Realty Incorporated, a wholly
owned subsidiary of Security Capital.
(2) Shares are held by a limited partnership with respect to which Mr. Sanders
shares voting and dispositive power.
(3) Includes 2,895 Shares held by a corporation in which Mr. Blankenship owns
the controlling interest.
(4) Includes 22,758 Shares held in an IRA account, 600 shares owned by Mr.
Frazee's children, 50,000 Shares held by a corporation for which Mr.
Frazee's wife is President and Mr. Frazee is an officer and options to
acquire 6,000 Shares.
(5) Includes 108 Shares held by Mr. Fuller's wife.
(6) Includes 660 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) Mr. Kelley's Shares are held in a trust account.
(c) No transactions in Shares were effected in the past sixty days by the
persons listed in the above table.
5 of 8 Pages
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Item 7. Materials to be Filed as Exhibits.
---------------------------------
Exhibit No. Description
1 Letter from Security Capital to the Board of
Directors of Homestead, dated March 23, 2000.
2 Press Release of Security Capital dated March 23,
2000.
6 of 8 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: March 24, 2000
SECURITY CAPITAL GROUP INCORPORATED
By: /s/ Jeffrey A. Klopf
-----------------------
Name: Jeffrey A. Klopf
Title: Secretary
7 of 8 Pages
<PAGE>
Index to Exhibits
Exhibit No. Description
1 Letter from Security Capital Group Incorporated to
the Board of Directors of Homestead Village
Incorporated, dated March 23, 2000.
2 Press Release of Security Capital Group Incorporated
dated March 23, 2000.
Exhibit 1
March 23, 2000
Board of Directors
Homestead Village Incorporated
2100 RiverEdge Parkway
Atlanta, Georgia 30328
Gentlemen:
This letter will serve to set forth in writing the general outline of the
transaction we are proposing (the "Proposed Transaction") between Security
Capital Group Incorporated ("Security Capital") and Homestead Village
Incorporated ("Homestead").
The Proposed Transaction would involve a tender offer by a newly-formed
subsidiary of Security Capital for all of the outstanding shares of
Homestead common stock not owned by Security Capital. Homestead shareholders
would receive cash of $3.40 for each common share of Homestead. We believe that
our proposal is at a fair price that reflects Homestead's historical results and
future prospects and that consummation of our proposed transaction would be in
the best interest of Homestead and its public stockholders.
Promptly following consummation of the tender offer, the remaining shares
of Homestead common stock would be acquired at the same price as a result of a
merger between Homestead and a subsidiary of Security Capital.
The Proposed Transaction would be effected pursuant to a merger agreement
in form and substance customary for transactions of this sort. The agreement
would be entered into only following approval and recommendation by the
independent members of the Homestead Board of Directors, who we would expect to
serve as a Special Committee of the Board in connection with the consideration
of the Proposed Transaction, and only upon receipt by Homestead of an opinion
from the Special Committee's independent financial advisor as to the fairness
from a financial point of view of the Proposed Transaction to the shareholders
of Homestead unaffiliated with Security Capital.
We reserve the right to amend or withdraw the proposal at any time at our
sole discretion.
The Proposed Transaction is not subject to any financing contingency.
<PAGE>
March 23, 2000
Page Two
As you know, we and our financial and legal advisors (Chase Securities
Inc. and Wachtell, Lipton, Rosen & Katz) are prepared to meet with the Special
Committee and its legal and financial advisors at your convenience to review the
Proposed Transaction and anything else that may be of interest or assistance.
This proposal will be filed as part of an amendment to Security Capital's
Schedule 13D with respect to the ownership of Homestead's stock.
Sincerely,
SECURITY CAPITAL GROUP
INCORPORATED
William D. Sanders
Chairman
Exhibit 2
[LOGO]
SECURITY CAPITAL
NEWS RELEASE Contact: William R. (Todd) Fowler
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(800) 988-4304
SECURITY CAPITAL GROUP PROPOSES TO ACQUIRE REMAINING
HOMESTEAD VILLAGE SHARES NOT ALREADY OWNED
CHICAGO (March 23, 2000) - Security Capital Group Incorporated
(NYSE:SCZ) today announced that Security Capital has proposed to acquire all of
the outstanding shares of Homestead Village Incorporated (NYSE:HSD) common stock
not already owned by Security Capital for $3.40 cash per common share of
Homestead. Homestead, based in Atlanta, Georgia, is an owner and operator of 136
extended-stay-lodging facilities in 28 states.
Security Capital currently owns 87% of the Homestead common shares. At
a price per share of $3.40, the aggregate value of the transaction would be
approximately $52.99 million to acquire the 15,584,803 Homestead shares not
already owned by Security Capital.
Security Capital's proposal is subject to the approval of the Board of
Directors of Homestead, including the approval of a majority of the independent
directors of the Homestead Board, who are expected to serve as members of a
special committee, and to other customary terms and conditions for a transaction
of this type. The proposal is not conditioned on financing.
Security Capital also stated that it reserves the right to amend or
withdraw the proposal at any time in its sole discretion.
Security Capital Group Incorporated is an international real estate
research, investment and operating management company. Security Capital operates
its business through two divisions. The Capital Division provides operational
and capital deployment oversight to direct and indirect investments in real
estate operating companies, generating earnings principally from its ownership
of these affiliates. Currently, the Capital Division has investments in 16 real
estate operating companies. The Financial Services Division generates fees
principally from capital management and capital markets activities. The
principal offices of Security Capital and its directly owned affiliates are in
Amsterdam, Atlanta, Chicago, Denver, El Paso, Houston, London, New York and
Santa Fe.
# # #
FOR MORE INFORMATION ABOUT SECURITY CAPITAL, SEE THE COMPANY'S WEB SITE
AT www.securitycapital.com.
This news release is not an offer or the solicitation of an offer to buy any
securities of Homestead, and no such offer or solicitation will be made except
in compliance with applicable securities laws.
In addition to historical information, this news release contains
forward-looking statements under the federal securities law. These statements
are based on current expectations, estimates and projections about the industry
and markets in which Security Capital and Homestead operate, management's
beliefs and assumptions made by management. Forward-looking statements are not
guarantees of future performance and involve certain risks and uncertainties
that are difficult to predict. Actual operating results may differ materially
from what is expressed or forecasted in this news release. See "Risk Factors" in
Security Capital's and Homestead's Annual Reports on Form 10-K for factors that
could affect Security Capital's and Homestead's future financial performance.
