SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Schedule TO
Tender Offer Statement under Section
14(d)(1) or 13(e)(1) of the Securities Exchange Act
of 1934
Homestead Village Incorporated
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(Name of Subject Company)
HSD Acquisition Corporation
Security Capital Group Incorporated
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(Name of Filing Person - Offeror)
Common Stock, Par Value $.01 Per Share
(Including the Associated Preferred Share Purchase Rights)
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(Title of Class of Securities)
039581 10 3
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(CUSIP Number of Class of Securities)
Jeffrey A. Klopf, Secretary
Security Capital Group Incorporated
125 Lincoln Avenue
Santa Fe, New Mexico 87501
Telephone: (505) 982-9292
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Adam O. Emmerich, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Telephone: (212) 403-1000
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION AMOUNT OF FILING FEE
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Not Applicable Not Applicable
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[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: None.
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: None.
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
News Release
Homestead Contact:
James C. Potts (800) 201-9455
Security Capital Contact:
William R. (Todd) Fowler (800) 988-4304
HOMESTEAD VILLAGE AND SECURITY CAPITAL
ANNOUNCE MERGER AGREEMENT
ATLANTA (May 2, 2000) - Homestead Village Incorporated (NYSE: HSD) and Security
Capital Group Incorporated (NYSE: SCZ) announced today that they have entered
into a definitive merger agreement providing for the acquisition by cash tender
offer by Security Capital of all the publicly held shares of Homestead's common
stock and the associated preferred share purchase rights at a price of $4.10 per
share. Security Capital currently owns approximately 87% of Homestead's
outstanding common stock.
Any shares of Homestead common stock and associated preferred share purchase
rights not purchased in the tender offer will be acquired by Security Capital in
a subsequent merger transaction at the same $4.10 per share cash price.
A Special Committee consisting of independent directors of the Homestead Board
of Directors reviewed and recommended approval of the offer by the full Board of
Directors. The Committee's recommendation, and the Board's approval, are based
on a number of factors, including the opinion of Stern Stewart & Co., the
financial advisor to the Special Committee, that the $4.10 per share
consideration to be received by the public shareholders of Homestead in the
transaction is fair from a financial point of view to such holders.
The tender offer will commence shortly and will be made only by an offer to
purchase and other offering documents, copies of which will be filed with the
Securities and Exchange Commission (SEC) and mailed to Homestead stockholders.
The Homestead Board of Directors also approved postponement of Homestead's
annual stockholders' meeting previously scheduled for June 8, 2000.
Homestead, based in Atlanta, is an owner and operator of 136
extended-stay-lodging facilities in 28 states. Focused on the business traveler,
Homestead has developed an operating system designed to ensure a consistent,
high-quality, uniform lodging experience.
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
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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, Brussels, Chicago, Denver, El Paso, Houston, London,
Luxembourg, New York and Santa Fe. More information on Security Capital may be
found on Security Capital's web site at www.securitycapital.com.
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THIS PRESS RELEASE IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN
OFFER TO SELL SHARES OF HOMESTEAD. AT THE TIME THE OFFER IS COMMENCED, SECURITY
CAPITAL WILL FILE A TENDER OFFER STATEMENT WITH THE SEC AND HOMESTEAD WILL FILE
A SOLICITATION/RECOMMENDATION STATEMENT WITH RESPECT TO THE OFFER. THE TENDER
OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL
AND OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL
CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION
IS MADE WITH RESPECT TO THE OFFER. THE OFFER TO PURCHASE, THE RELATED LETTER OF
TRANSMITTAL AND CERTAIN OTHER DOCUMENTS, AS WELL AS THE
SOLICITATION/RECOMMENDATION STATEMENT, WILL BE MADE AVAILABLE TO ALL
SHAREHOLDERS OF HOMESTEAD AT NO EXPENSE TO THEM. THE TENDER OFFER STATEMENT
(INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND ALL
OTHER OFFER DOCUMENTS FILED WITH THE SEC) AND THE SOLICITATION/RECOMMENDATION
STATEMENT WILL ALSO BE AVAILABLE AT NO CHARGE AT THE SEC'S WEB SITE AT
WWW.SEC.GOV.
