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.2 - Final Amendment/Schedule TO)
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: [X]
Page 1 of 3 Pages
<PAGE>
This Amendment No. 2 (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, as amended by Amendment No. 1
filed on May 30, 2000 by Security Capital, Purchaser and Homestead Village
Incorporated, a Maryland corporation ("Homestead") (both the "Schedule TO"),
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.
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.
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Items 1 through 9 and 11 through 13 of the Schedule TO are hereby
amended and supplemented by adding thereto the following:
The Offer expired at midnight, New York City time, on Tuesday, June
6, 2000. Pursuant to the Offer, based upon a report from the Depositary for the
Offer, the Purchaser accepted for payment 14,276,573 Shares. This number,
together with the Shares that Security Capital already beneficially owns,
represents 98.9% of the outstanding Shares. On June 7, 2000, Security Capital
issued a press release announcing the closing of the tender offer and that it
expects to complete the merger of Purchaser into Homestead shortly.
The full text of Security Capital's June 7, 2000 press release is
attached as Exhibit (a)(12) hereto and incorporated herein by reference.
ITEM 12.
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Item 12 of the Schedule TO is hereby amended by adding thereto the
following:
(a)(12) Text of press release issued by Security Capital on June 7,
2000.
Page 2 of 3 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 7, 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 3 of 3 Pages
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EXHIBIT INDEX
(a)(12) Text of press release issued by Security Capital on June 7, 2000.
