<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) January 22, 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
On January 22, 1997, the Registrant announced that it had received a
proposal to become an internally managed real estate investment trust. This
announcement is filed as an exhibit hereto and is hereby incorporated by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Press Release dated January 22, 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: January 24, 1997 By: /s/ Jeffrey A. Klopf
----------------------------------
Jeffrey A. Klopf
Secretary
<PAGE>
Exhibit 99.1
Press Release
- --For Immediate Release--
SECURITY CAPITAL ATLANTIC INCORPORATED
ANNOUNCES
PROPOSAL TO BECOME INTERNALLY MANAGED REIT
January 22, 1997 -- Security Capital Atlantic Incorporated (ATLANTIC)(New
York Stock Exchange Symbol: SCA) today announced that it has received a
proposal from Security Capital Group to exchange Security Capital Group's REIT
management and property management companies for ATLANTIC common shares. As a
result of the transaction, ATLANTIC would become an internally managed REIT, and
Security Capital Group would remain ATLANTIC's largest shareholder.
ATLANTIC's Board of Directors has formed a special committee comprised of
independent directors to review the proposed transaction. The transaction is
subject to approval by the special committee and the full Board of Directors.
If the board approves the transaction, a proxy statement, subject to review by
the Securities and Exchange Commission, will be mailed to ATLANTIC shareholders
prior to a shareholder vote on the proposed transaction.
After the Board of Directors has voted on this matter, ATLANTIC's
management will be available to discuss the transaction.
FOR MORE INFORMATION, CONTACT: Constance B. Moore
or
James C. Potts
(404) 237-9292