SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 23, 2000
SECURITY CAPITAL GROUP INCORPORATED
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(Exact Name of Registrant as Specified in its Charter)
Maryland
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(State or Other Jurisdiction of Incorporation)
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1-13355 36-3692698
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(Commission File Number) (I.R.S. Employer Identification No.)
125 Lincoln Avenue, Santa Fe, New Mexico 87501
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(Address of Principal Executive Offices) (Zip Code)
(505) 982-9292
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(Registrant's Telephone Number, Including Area Code)
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Item 5. Other
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 of Homestead Common Stock (the
"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 here of the
proposal and the matters 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 matter described therein is qualified in its entirety by
reference to such press release.
Item 7. Financial Statements and Exhibits
(a) Financial Statements
None.
(b) Pro Forma Financial Information
None.
(c) Exhibits
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EXHIBIT NO. DOCUMENT DESIGNATION
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
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SECURITY CAPITAL GROUP INCORPORATED
By: /S/ JEFFREY A. KLOPF
Jeffrey A. Klopf
Senior Vice President and Secretary
Dated: March 24, 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.
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Board of Directors
Homestead Village Incorporated
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
N E W S R E L E A S E Contact: William R.(Todd)Fowler
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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.
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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.
