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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) April 1, 1998
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SECURITY CAPITAL ATLANTIC 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)
1-12303 85-0415503
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(Commission File Number) (I.R.S. Employer Identification No.)
Six Piedmont Center, Atlanta, Georgia 30305
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(Address of Principal Executive Offices) (Zip Code)
(404)237-9292
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On April 2, 1998, Security Capital Atlantic Incorporated, a Maryland
corporation ("ATLANTIC"), announced that it had entered into an Agreement and
Plan of Merger dated as of April 1, 1998 by and between ATLANTIC and Security
Capital Pacific Trust (the "Merger Agreement") pursuant to which ATLANTIC will
be merged with and into (the "Merger") Security Capital Pacific Trust ("PTR"),
which will be the surviving entity and that, in consideration therefor, each
outstanding share of ATLANTIC common stock (the "ATLANTIC Shares") will be
converted into the right to receive one common share of beneficial interest of
PTR (the "PTR Common Shares") and each share of ATLANTIC Series A Cumulative
Redeemable Preferred Stock (the "ATLANTIC Series A Preferred") will be converted
into the right to receive one share of PTR Series C Cumulative Redeemable
Preferred Stock. Security Capital Group Incorporated ("Security Capital") owns
approximately 49.9% of the outstanding ATLANTIC Shares and approximately 32.9%
of the outstanding PTR Common Shares. Pursuant to the terms of the Merger
Agreement, the Merger requires the approval of a majority of the outstanding
ATLANTIC Shares and the approval of two-thirds of the outstanding PTR Common
Shares. No approval by the holders of the ATLANTIC Series A Preferred is
required to consummate the Merger. The Merger Agreement contemplates that the
Merger will constitute a tax free reorganization under Section 368 of the
Internal Revenue Code of 1986, as amended, and that the Merger will be accounted
for as a purchase. Subject to certain terms and conditions, Security Capital,
the principal shareholder of PTR and ATLANTIC, has agreed to vote its ATLANTIC
Shares and PTR Common Shares in favor of the Merger.
A copy of the Merger Agreement is incorporated by reference as an exhibit
to this report and is incorporated herein by reference. A copy of the
shareholder voting agreement dated as of April 1, 1998 by and among Security
Capital, ATLANTIC and PTR is incorporated by reference as an exhibit to this
report and is incorporated herein by reference. A copy of the press release
announcing the Merger Agreement and describing the Merger is incorporated by
reference as an exhibit to this report and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Document Description
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2.1 Agreement and Plan of Merger dated as of April 1, 1998 by and
between Security Capital Atlantic Incorporated and Security
Capital Pacific Trust (incorporated by reference to Exhibit
2.1 of the Security Capital Pacific Trust Form 8-K dated April
1, 1998)
99.1 Shareholder Voting Agreement dated as of April 1, 1998 by and
among Security Capital Group Incorporated, Security Capital
Atlantic Incorporated and Security Capital Pacific Trust
(incorporated by reference to Exhibit 99.1 of the Security
Capital Pacific Trust Form 8-K dated April 1, 1998)
99.2 Press Release dated April 2, 1998 (incorporated by reference
to Exhibit 99.2 of the Security Capital Pacific Trust Form 8-K
dated April 1, 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 ATLANTIC
INCORPORATED
Dated: April 1, 1998 By: /s/ JEFFREY A. KLOPF
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Jeffrey A. Klopf
Senior Vice President and Secretary
