SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Schedule 13E-3
Transaction Statement Under Section 13(e) of the Securities
Exchange Act of 1934 and Rule 3e-3 Thereunder
(Amendment No.3 - Final Amendment)
Homestead Village Incorporated
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(Name of Issuer)
HSD Acquisition Corporation
Security Capital Group Incorporated
Homestead Village Incorporated
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(Name of Filing Persons)
Common Stock, Par Value $0.01 Per Share
(including the Associated Preferred Share Purchase Rights)
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(Title of Class of Securities)
437851 10 8
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(CUSIP Number of Class of Securities)
Jeffrey A. Klopf, Senior Vice President and 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)
With Copies to:
Randolph C. Coley, Esq. Edward J. Schneidman, Esq. Adam O. Emmerich, Esq.
King & Spalding Mayer, Brown & Platt Wachtell, Lipton, Rosen
1100 Louisiana 190 South Lasalle Street & Katz
Suite 3300 Chicago, Illinois 60603 51 West 52nd Street
Houston, Texas 77002 (312) 782-0600 New York, New York 10019
(713) 751-3200 (212) 403-1234
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<PAGE>
This statement is filed in connection with (Check the appropriate box):
a. [ ] The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange
Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of 1933.
c. [X] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [X]
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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65,100,440 $13,020
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* Estimated for purposes of calculating the amount of the filing fee only. The
amount assumes the purchase of 15,878,156 shares of common stock, par value
$0.01 per share (the "Shares"), at a price per Share of $4.10 in cash. Such
number of Shares includes i) all outstanding Shares as of May 2, 2000, less the
number of shares already beneficially owned by Security Capital Group
Incorporated and ii) Shares issuable pursuant to vested options.
[X] 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: $13,020.
Form or Registration No.: Schedule TO.
Filing Party: Security Capital Group Incorporated.
Date Filed: May 9, 2000.
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This Amendment No. 3 (this "Amendment") amends and supplements the
Schedule 13E-3 on Schedule TO filed by Security Capital Group Incorporated, a
Maryland corporation ("Security Capital"), and HSD Acquisition Corporation, a
Maryland corporation and an indirect wholly owned subsidiary of Security Capital
("Purchaser"), on May 9, 2000 (the "Schedule TO"), as amended by Amendment No. 1
filed by Security Capital, Purchaser and Homestead Village Incorporated, a
Maryland corporation ("Homestead") on May 30, 2000 and Amendment No. 2 filed by
Security Capital, Purchaser and Homestead on June 7, 2000 (this Amendment, the
Schedule TO, Amendment No. 1 and Amendment No. 2 are collectively referred to as
the "Schedule 13E-3"), relating to the offer by Purchaser to purchase all
outstanding shares of Common Stock, par value $0.01 per share of Homestead, and
the associated preferred share purchase rights (the "Rights") issued pursuant to
the Rights Agreement, dated as of May 16, 1996, between Homestead and The First
National Bank of Boston as Rights Agent (other than those shares of common stock
and Rights, held by Security Capital and its subsidiaries) at a purchase price
of $4.10 per Share, net to the seller in cash (less any required withholding
taxes), upon the terms and subject to the conditions set forth in the offer to
purchase (the "Offer to Purchase") and in the related letter of transmittal,
copies of which are attached as Exhibits (a)(1) and (a)(2) to the Schedule TO.
Capitalized terms used but not defined herein shall have the meanings assigned
to such terms in the Offer to Purchase and the Schedule TO.
The Schedule 13E-3 is hereby amended and supplemented by adding the
following:
On Thursday June 8, 2000, Purchaser merged with and into Homestead.
By virtue of the Merger, each Homestead share issued and outstanding (other than
any shares held by Security Capital or Purchaser, or any direct or indirect
wholly owned subsidiary of Homestead Security Capital or Purchaser) was canceled
and converted into the right to receive $4.10 in cash, payable to the holder
thereof, without interest thereon, upon surrender of the certificate formerly
representing such Homestead share or any replacement certificate representing
such Homestead share all in accordance with the procedures and subject to the
conditions set forth in the merger agreement. On June 8, 2000, Security Capital
and Homestead issued a joint press release announcing the completion of the
merger of Purchaser with and into Homestead.
The full text of Homestead's and Security Capital's June 8, 2000
press release is attached as Exhibit (a)(13) hereto and incorporated herein by
reference.
Page 3 of 5 Pages
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SIGNATURE
After due 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: June 8, 2000
HSD Acquisition Corporation
By /s/ Jeffrey A. Klopf
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Name: Jeffrey A. Klopf
Title: President
Security Capital Group Incorporated
By /s/ Jeffrey A. Klopf
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Name: Jeffrey A. Klopf
Title: Secretary
Homestead Village Incorporated
By /s/ Eugene Vesell
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Name: Eugene Vesell
Title: Chairman of the Special Committee
of the Board of Directors
Page 4 of 5 Pages
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EXHIBIT INDEX
(a)(13) Text of joint press release issued by Security Capital Group
Incorporated and Homestead Village Incorporated on June 7, 2000.
Page 5 of 5 Pages
