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): July 19, 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 July 19, 2000, Security Capital Group Incorporated ("Security Capital")
agreed to exchange with Archstone Communities Trust, a Maryland real estate
investment trust ("Archstone"), 17,479,293 Archstone common shares of beneficial
interest, $1.00 par value per share ("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 Archstone, and $178,666,380 in cash.
In connection with the exchange, Security Capital and Archstone amended
the Third Amended and Restated Investor Agreement, by and between Archstone 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 Archstone's Board of Trustees to serve on each of the
Archstone'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. Archstone 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
Archstone 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 Archstone of the Common Shares
acquired by Archstone in the exchange). In connection with its reduced ownership
of Common Shares, Security Capital has agreed to reduce the number of current
nominees to Archstone's Board of Trustees from three to two in accordance with
the terms of the Third Amended and Restated Investor Agreement.
In addition, on July 19, 2000, Security Capital issued a press release
announcing the sale of the Common Shares to Archstone. A copy of the press
release is attached hereto as Exhibit 1 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
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None.
(b) Pro Forma Financial Information
None.
(c) Exhibits
Exhibit No. Document Designation
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1 Press Release of Security Capital Group Incorporated
dated July 19, 2000
2 Purchase and Sale Agreement dated as of July 19, 2000
between Archstone Communities Trust and Security Capital
(includes Amendment No. 2 to the Third Amended and
Restated Investor Agreement, by and between Archstone
Communities Trust and Security Capital, dated as of
September 9, 1997 and amended by Amendment No.1 thereto
dated as of July 7, 1998).
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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
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Jeffrey A. Klopf
Senior Vice President and Secretary
Dated: July 24, 2000
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Exhibit Index
1 Press Release of Security Capital Group Incorporated
dated July 19, 2000
2 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) (incorporated by reference to the Schedule 13D
amendment filed by Security Capital in relation to
Archstone Communities Trust with the Securities and
Exchange Commission on July 21, 2000)
