SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Schedule TO/A
Tender Offer Statement under Section
14(d)(1) or 13(e)(1) of the Securities
Exchange Act of 1934
(Amendment No.1)
Homestead Village Incorporated
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(Name of Subject Company)
HSD Acquisition Corporation (Offeror)
Security Capital Group Incorporated (Offeror)
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)
Copy to:
Adam O. Emmerich, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Telephone: (212) 403-1234
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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.
| | 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:
|X| third-party tender offer subject to Rule 14d-1.
| | issuer tender offer subject to Rule 13e-4.
|X| going-private transaction subject to Rule 13e-3.
|X| 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: | |
Page 1 of 5 Pages
<PAGE>
This Amendment No. 1 (this "Amendment") amends and supplements the
Tender Offer Statement 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"), relating to
the offer by Purchaser to purchase all outstanding shares of Common Stock, par
value $0.01 per share (the "Shares"), of Homestead Village Incorporated, a
Maryland corporation ("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
defined herein shall have the meanings assigned to such terms in the Offer to
Purchase and the Schedule TO.
This Amendment amends and supplements the Statement on Schedule 13D
with respect to Homestead filed by Security Capital and Purchaser with the
Securities and Exchange Commission on May 9, 2000.
ITEMS 1 THROUGH 9 AND 11 THROUGH 13.
Items 1 through 9 and 11 through 13 of the Schedule TO, which
incorporate by reference the information contained in the Offer to Purchase, are
hereby amended as follows:
(1) The following language is added to the Special Factors section of the Offer
to Purchase at the end of the second paragraph under the section entitled
"Effects" on page 8 (the fifth full paragraph on page 8):
"Homestead currently has a net operating loss carryforward of
approximately $96 million, which may, assuming compliance with tax
and accounting rules and regulations, offset taxable income of
Homestead after May 1999. Under certain circumstances, Security
Capital may be entitled to utilize the entire amount of the net
operating loss carryforward to offset taxable income of Security
Capital."
(2) The introductory paragraph in the Special Factors section of the Offer to
Purchase under the section entitled "The Special Committee" on page 10 is
revised as follows:
"The Homestead special committee believes that the tender offer and
the merger and the consideration to be received by the Homestead
stockholders that are unaffiliated with Security Capital is fair to
those stockholders. In reaching the conclusion that the tender
offer, the merger and the consideration offered to stockholders
unaffiliated with Security Capital is fair, the Homestead special
committee considered a number of factors, including, but not limited
to, the following:"
Page 2 of 5 Pages
<PAGE>
(3) The second bullet on page 10 of the Offer to Purchase is revised as follows:
"various valuation analyses employed by Stern Stewart in making its
determination as to the fairness of the $4.10 per share cash
consideration including the historical stock trading and premium
analysis, the discounted EVA(R) and cash flow valuations, peer
companies analysis, selected transactions analysis, industry sale
and leaseback analysis and Homestead sale and leaseback analysis.
The special committee adopted the analyses and findings of Stern
Stewart in its determination that the $4.10 per cash consideration
to be received by holders of Homestead shares other than Security
Capital and its affiliates in the tender offer and the merger is
fair from a financial point of view to such stockholders, see "'--
Reports, Opinions and Appraisals.'"
(4) The following sentence is added to the end of the last paragraph on page 11
under the section entitled "Homestead Board" in the Special Factors section of
the Offer to Purchase:
"In addition, Homestead's Board adopted the analyses and findings of
Stern Stewart in its determination that the $4.10 per cash
consideration to be received by holders of Homestead shares other
than Security Capital and its affiliates in the tender offer and the
merger is fair from a financial point of view to such stockholders,
see '-- Reports, Opinions and Appraisals.'"
(5) The following sentence is added to the end of the third paragraph of page 12
of the Offer to Purchase:
"Because of the reasons set forth in the preceding paragraph, the
Homestead Board and special committee believe that the tender offer
and merger are procedurally fair despite not being structured to
require the approval of a majority of the stockholders of Homestead
other than Security Capital and its affiliates."
(6) The following sentence is added to the end of the first paragraph of Section
10 on page 47 of the Offer to Purchase:
"No alternative financing plan exists for the tender offer or the
merger."
(7) The first paragraph of Section 12 is revised as follows:
"Notwithstanding any other provision of the tender offer, Purchaser
is not required to accept for payment or (subject to any applicable
rules and regulations of the SEC, including Rule 14e-1(c)
promulgated under the Securities and Exchange Act, which relates to
Purchaser's obligation to
Page 3 of 5 Pages
<PAGE>
pay for or return tendered Shares promptly after termination or
withdrawal of the Offer), pay for, and may delay the acceptance for
payment of, any tendered Homestead shares and may terminate or,
subject to the terms of the merger agreement, amend the tender
offer, unless at any time on or after the execution of the merger
agreement and on or before the Expiration Date, none of the
following conditions exists or has occurred and remains in effect."
Page 4 of 5 Pages
<PAGE>
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: May 30, 2000
Schedule TO and Schedule 13E-3
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
Schedule 13E-3
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 5 of 5
