<PAGE>
================================================================================
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) September 9, 1997
--------------------------
SECURITY CAPITAL ATLANTIC INCORPORATED
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Maryland
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
1-12303 85-0415503
- ------------------------------------- ---------------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
Six Piedmont Center, Atlanta, Georgia 30305
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(404) 237-9292
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
================================================================================
<PAGE>
Item 5. Other Events
Pursuant to a Merger and Issuance Agreement, dated as of March 24, 1997, as
amended (the "Merger Agreement"), between Security Capital Group Incorporated
("Security Capital") and Security Capital Atlantic Incorporated ("ATLANTIC"),
Security Capital agreed to cause its subsidiaries providing REIT and property
management services to ATLANTIC to be merged with and into a wholly owned
subsidiary of ATLANTIC in exchange for ATLANTIC common stock, $0.01 par value
per share ("Shares"), valued at $54,608,549. On September 8, 1997, shareholders
of ATLANTIC approved the transactions contemplated by the Merger Agreement as
described in the press release which is filed as an exhibit hereto and
incorporated herein by reference. On September 9, 1997, the merger transactions
were consummated and Security Capital was issued 2,306,591 Shares pursuant to
the Merger Agreement.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release dated September 8, 1997.
<PAGE>
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 ATLANTIC INCORPORATED
Dated: September 15, 1997 By: /s/ Jeffrey A. Klopf
----------------------------------
Jeffrey A. Klopf
Secretary
<PAGE>
Exhibit 99.1
Press Release
- --For Immediate Release--
SECURITY CAPITAL ATLANTIC INCORPORATED
Announces
Shareholder Approval to Become Internally Managed REIT
September 8, 1997 -- Security Capital Atlantic Incorporated (ATLANTIC) (NYSE:
SCA) today announced that its shareholders voted to approve an agreement with
Security Capital Group Incorporated (Security Capital) to exchange Security
Capital's REIT management and property management companies for 2,306,591 shares
of ATLANTIC common stock. A total of 82.04% of ATLANTIC's outstanding common
shares were voted. Of those, 99.49% were voted in favor of the merger agreement,
which is expected to close on September 9, 1997, subject to the conditions in
the merger agreement.
As a result of the transaction, ATLANTIC will become an internally managed real
estate investment trust (REIT) with Security Capital continuing as its largest
shareholder. Personnel employed by the REIT management and property management
companies will become employees of ATLANTIC. The transaction is immediately
accretive to ATLANTIC's per share Funds from Operations (FFO), based on
ATLANTIC's 1997 forecast.
"This transaction will be extremely beneficial to ATLANTIC because it allows the
company to achieve a higher long-term rate of growth," said Constance B. Moore,
ATLANTIC's Co-Chairman and Chief Operating Officer. "Since inception, ATLANTIC
has benefited from the strategic guidance, resources and operating expertise
provided by Security Capital. This transaction will further enhance ATLANTIC's
rate of growth beyond what could have been achieved as an externally managed
company by allowing ATLANTIC to add assets and FFO without adding to overhead."
Ms. Moore also noted that the company's associates will be able to increase
their ownership in ATLANTIC through the new 1997 long-term incentive
compensation plan also approved by shareholders today.
ATLANTIC's development pipeline currently includes more than $313 million of
properties which, when completed, will provide incremental FFO further
strengthened by this transaction. According to James C. Potts, Co-Chairman and
Chief Investment Officer, this $313 million of developments span nine markets
with positive growth fundamentals. These markets include Washington, D.C.,
Richmond, Raleigh, Orlando and
<PAGE>
southeast Florida. Mr. Potts further emphasized that the internalization of
management significantly improves ATLANTIC's ability to participate in the
industry's consolidation. "ATLANTIC will look to add assets that strengthen our
growth rate and that complement our current business," he said.
Under the terms of the agreement, Security Capital's REIT management and
property management companies were valued at $54,608,549. The number of ATLANTIC
common shares issued to Security Capital was determined based on a price per
ATLANTIC common share of $23.675, the average closing price of ATLANTIC's common
shares reported by the New York Stock Exchange for the five-day period prior to
the ATLANTIC shareholder record date of August 6, 1997 for voting on the
transaction.
ATLANTIC is focused on becoming the preeminent real estate operating company for
the development, acquisition, operation and long-term ownership of multifamily
properties in the growth markets of the southeastern United States. ATLANTIC's
primary objective is generating long-term, sustainable growth in per share cash
flow. As of July 31, 1997, ATLANTIC's portfolio of multifamily communities
included 19,265 operating units, 4,983 units under construction and an estimated
5,280 units in planning.
FOR MORE INFORMATION, CONTACT: K. Scott Cannon 800/982-9293
Gerard de Gunzburg 212/838-9292
In addition to historical information, this press release contains forward-
looking statements under the federal securities laws. These statements are
based on current expectations, estimates and projections about the industry and
markets in which ATLANTIC operates, management's beliefs and assumptions made by
management. Forward-looking statements are not guarantees of future performance
and involve certain risks and uncertainties which are difficult to predict.
Actual operating results may be affected by changes in national and local
economic conditions, competitive market conditions, weather, obtaining
governmental approvals and meeting development schedules, and therefore, may
differ materially from what is expressed or forecasted in this press release.
