SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 29)
Archstone Communities Trust
--------------------------------------------------------------------------------
(Name of Issuer)
Common Shares of Beneficial Interest, Par Value $1.00 Per Share
--------------------------------------------------------------------------------
(Title of Class of Securities)
039581 10 3
--------------------------------------------------------------------------------
(CUSIP Number)
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)
July 19, 2000
--------------------------------------------------------------------------------
(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
------------------------------------- ------------------------------------
CUSIP No. 039581 10 3 Page 2 of 7 Pages
----------- ----- -----
------------------------------------- ------------------------------------
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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 ITEMS 2(d) or 2(e)
-----
-------- -------------------------------------------------------------------
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
-------- -------------------------------------------------------------------
7
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 35,471,214
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------- ---------- ------------------------------------------
8
SHARED VOTING POWER
0
--------------------- ---------- ------------------------------------------
9
SOLE DISPOSITIVE POWER
35,471,214
--------------------- ---------- ------------------------------------------
10
SHARED DISPOSITIVE POWER
0
--------------------- ---------- ------------------------------------------
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,471,214
---------- -----------------------------------------------------------------
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES -----
---------- -----------------------------------------------------------------
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.07%*
---------- -----------------------------------------------------------------
14
TYPE OF REPORTING PERSON
C0
---------- -----------------------------------------------------------------
--------
* After giving effect to the cancellation by the Issuer of the shares acquired
by the Issuer in the transaction reported herein.
<PAGE>
SCHEDULE 13D
This Amendment No. 29 (this "Amendment") is being filed to a Schedule
13D dated March 1, 1990, and filed by Security Capital Group Incorporated,
formerly known as Security Capital Realty Incorporated, a Maryland corporation
(as successor to Security Capital Realty Investors Incorporated) ("Security
Capital"), on March 2, 1990, and amended on March 5, 1990, March 8, 1990, March
15, 1990, March 19, 1990, March 26, 1990, February 11, 1991, June 10, 1991, June
20, 1991, October 8, 1991, November 8, 1991, December 3, 1991, April 23, 1992,
September 8, 1992, September 10, 1992, November 9, 1992, January 18, 1993,
February 17, 1993, March 31, 1994, July 12, 1994, August 24, 1994, October 7,
1994, December 6, 1994, March 23, 1995, April 30, 1997, October 8, 1997, April
3, 1998, July 7, 1998, and April 21, 2000.
ITEM 1. SECURITY AND ISSUER.
This Amendment relates to common shares of beneficial interest, $1.00
par value per share (the "Common Shares"), of Archstone Communities Trust, a
Maryland real estate investment trust (the "Company"), the principal executive
offices of which are at 7670 South Chester Street, Englewood, Colorado 80112.
The Company was formerly known as Security Capital Pacific Trust.
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.
On July 19, 2000, Security Capital agreed to exchange with the Company
17,479,293 Common Shares held by Security Capital for consideration of
$383,841,380 consisting of $221,333,620 original principal amount of Convertible
Mortgage Notes due 2006 of Homestead Village Incorporated, a Maryland
corporation and an indirect subsidiary of Security Capital, which Convertible
Mortgage Notes were valued by the parties at $205,175,000 and which are
currently held by the Company, and $178,666,380 in cash.
In connection with the exchange, Security Capital and the Company
amended the Third Amended and Restated Investor Agreement, by and between the
Company and Security Capital, dated as of September 9, 1997 and amended by
Amendment No.1 thereto dated as of July 7, 1998 (as amended the "Third Amended
and Restated Investor Agreement"), to provide, among other things, for one of
the Security Capital nominees to the Company's Board of Trustees to serve on
each of the Company's Executive and Investment Committee of the Board of
Trustees and the Management Development and Executive Compensation Committee of
the Board of Trustees as long as Security Capital retains a 10% ownership
interest in the Company. The Company has agreed to make required securities
filings on a timely basis and provide operating and financial information to
Security Capital. In addition, Security Capital's registration rights for Common
Shares were changed with respect to certain convertible or exchangeable
securities that it may issue.
As a result of the exchange, Security Capital will reduce its ownership
in the Company from 52,950,507 Common Shares, or 38.06% of the outstanding
Common Shares to 35,471,214 Common Shares, or 29.07% of the outstanding Common
Shares (after giving effect to the cancellation by the Company of the Common
Shares acquired by the Company in the transaction reported herein). In
connection with its reduced ownership of Common Shares, Security Capital has
agreed to reduce the number of current nominees to the Company's Board of
Trustees from three to two in accordance with the terms of the Third Amended and
Restated Investor Agreement.
<PAGE>
Security Capital intends to maintain its position as the principal
shareholder of the Company and intends to continue to play a major role in the
direction of the Company for the purpose of maximizing the value of the
Company.
Except as set forth in this Item 4, 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) and (b). The following table sets forth, as of July 19, 2000, the beneficial
ownership of Common 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 Common
Shares.
Number of Shares Percent of
Name Beneficially Owned (1) All Shares (2)
---- --------------------- -------------
Security Capital Group Incorporated (3) 35,471,214 29.07%
C. Ronald Blankenship (4) 36,030 *
Samuel W. Bodman (5) 775 *
Hermann Buerger 0 *
John P. Frazee, Jr. 0 *
Cyrus F. Freidheim, Jr. 0 *
H. Laurance Fuller (6) 1,110 *
Ray L. Hunt (7) 45,314 *
John T. Kelley, III (8) 59,835 *
William D. Sanders 0 *
Peter S. Willmott 18,922 *
Thomas G. Wattles (9) 12 *
Thomas B. Allin 0 *
Jeffrey A. Cozad (10) 5,721 *
C. Robert Heaton, Jr. 0 *
Jeffrey A. Klopf 0 *
Anthony R. Manno, Jr. (11) 1,503 *
Caroline S. McBride 0 *
Constance B. Moore 2,195 *
A. Richard Moore, Jr. 0 *
Jeremy J. Plummer 0 *
Kenneth D. Statz 0 *
Donald E. Suter 0 *
James C. Swaim 0 *
Paul E. Szurek 0 *
Robert S. Underhill 0 *
Jean Van Hecke 0 *
* Less than 1%
<PAGE>
(1) For each person who owns options that are exercisable within 60 days,
the calculation of the percentage ownership assumes that only that person
has exercised all of his options and that no other person has exercised
any outstanding options.
(2) After giving effect to the cancellation by the Company of the Common
Shares acquired by the Company in the transaction reported herein.
(3) These Common Shares are owned of record by SC Realty
Incorporated, a wholly owned subsidiary of Security Capital.
(4) Includes 14,936 Common Shares owned by a corporation of which
Mr. Blankenship is the controlling shareholder.
(5) Common Shares held in Diane Barber Bodman's IRA account.
(6) Includes 555 Common Shares held by Mr. Fuller's wife.
(7) Includes 1,942 Common Shares for which Mr. Hunt shares direct or indirect
beneficial ownership pursuant to powers of attorney, 31,882 Common Shares
held by a family limited partnership of which a corporation that Mr.Hunt
owns is the general partner and 1,941 Common Shares held by a corporation
which Mr. Hunt owns. Excludes 1,941 Common Shares that Mr. Hunt's wife
owns as separate property and 111,800 Common Shares held by Hunt
Financial Corporation, the stock of which is held, indirectly through a
series of corporations, by trusts for the benefit of Mr. Hunt, as to
which Mr. Hunt disclaims beneficial ownership.
(8) Common Shares are held by a trust for which Mr. Kelley is trustee.
Includes options to acquire 7,250 Common Shares.
(9) Common Shares held by Mr. Wattles' children.
(10) Includes 4,859 Common Shares held by a trust for which Mr. Cozad is
trustee, and 862 Common Shares held in joint tenancy with Mr. Cozad's
wife.
(11) Three Common Shares are held in trusts for Mr. Manno's children.
(c) Except as otherwise noted below, no transactions in Common Shares were
effected in the past 60 days by the persons listed in the above table.
As described in Item 4 which is incorporated herein by reference, on July
19, 2000, Security Capital agreed to exchange with the Company 17,479,293
Common Shares held by Security Capital for a total consideration of
$383,841,380 (representing $21.96 per share) consisting of $221,333,620
original principal amount of Convertible Mortgage Notes due 2006 of
Homestead Village Incorporated, a Maryland Corporation and an indirect
subsidiary of Security Capital, which Convertible Mortgage Notes were
valued by the parties at $205,175,000 and which are currently held by the
Company, and $178,666,380 in cash.
Ray L. Hunt acquired 164 Common Shares on May 26, 2000, at a price of
$22.4867 per share in the Company Dividend Reinvestment Plan ("DRP"); 33
Common Shares for which Mr. Hunt shares direct or indirect beneficial
ownership pursuant to powers of attorney were acquired on
<PAGE>
May 26, 2000, at a price of $22.4867 per share in the Company DRP; 70
Common Shares held by a family limited partnership of which a corporation
that Mr. Hunt owns is the general partner were acquired on May 26, 2000,
at a price of $22.4867 per share in the Company DRP; 33 Common Shares
held by a corporation which Mr. Hunt owns were acquired on May 26, 2000,
at a price of $22.4867 per share in the Company DRP.
John T. Kelley, III excercised options to purchase 2,000 Common Shares on
May 25, 2000 at an excercise price of $15.588 per share.
Constance B. Moore sold 10,000 Common Shares on June 13, 2000, at a price
of $23.00 per share; and sold 869 Common Shares on June 16, 2000, at a
price of $23.1250 per share in open market transactions.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The response to Item 4 is incorporated herein by reference.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 1. Purchase and Sale Agreement dated as of July 19, 2000
between the Company and Security Capital (includes Amendment No. 2 to
the Third Amended and Restated Investor Agreement, by and between the
Company and Security Capital, dated as of September 9, 1997 and amended
by Amendment No.1 thereto dated as of July 7, 1998).
<PAGE>
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: July 21, 2000
SECURITY CAPITAL GROUP INCORPORATED
By:
/s/ Jeffrey A. Klopf
-------------------------------------------
Name: Jeffrey A. Klopf
Title: Senior Vice President and Secretary
<PAGE>
Exhibit Index
Exhibit 1: Purchase and Sale Agreement dated as of July 19, 2000 between
Archstone Communities Trust and Security Capital Group Incorporated (includes
Amendment No. 2 to the Third Amended and Restated Investor Agreement, by and
between Archstone Communities Trust and Security Capital Group Incorporated,
dated as of September 9, 1997 and amended by Amendment No.1 thereto dated as of
July 7, 1998).
