-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, StMZJDEZcwCGrDSl3k/Ej5lWjBDOJprwJwindU2CRTgkGEG9kq+19zM9pLddfs5u OzS3Y+fa+renHxEnc8fJ/w== 0000950131-97-002963.txt : 19970501 0000950131-97-002963.hdr.sgml : 19970501 ACCESSION NUMBER: 0000950131-97-002963 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970430 SROS: NYSE GROUP MEMBERS: SECURITY CAPITAL GROUP INC/ GROUP MEMBERS: WILLIAM D. SANDERS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SECURITY CAPITAL INDUSTRIAL TRUST CENTRAL INDEX KEY: 0000899881 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 742604728 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46717 FILM NUMBER: 97592105 BUSINESS ADDRESS: STREET 1: 14100 EAST 35TH PLACE CITY: AURORA STATE: CO ZIP: 80011 BUSINESS PHONE: 3033759292 MAIL ADDRESS: STREET 1: 14100 EAST 35TH PLACE CITY: AURORA STATE: CO ZIP: 80011 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SECURITY CAPITAL GROUP INC/ CENTRAL INDEX KEY: 0000923687 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 363692698 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 125 LINCOLN AVE STREET 2: 125 LINCOLN AVENUE CITY: SANTA FE STATE: NM ZIP: 87501 BUSINESS PHONE: 9158773900 MAIL ADDRESS: STREET 1: 125 LINCOLN AVE STREET 2: 125 LINCOLN AVENUE CITY: SANTA FE STATE: NM ZIP: 87501 FORMER COMPANY: FORMER CONFORMED NAME: SECURITY CAPITAL REALTY INC ET AL DATE OF NAME CHANGE: 19940524 SC 13D/A 1 SCHEDULE 13D AMENDMENT #8 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 8) Security Capital Industrial Trust (Name of Issuer) Common Shares of Beneficial Interest, Par Value $.01 Per Share (Title of Class of Securities) 814138 10 3 (CUSIP Number of Class of Securities) Jeffrey A. Klopf, Secretary Security Capital Group Incorporated 125 Lincoln Avenue Santa Fe, New Mexico 87501 (505) 982-9292 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) CUSIP No. 814138 10 3 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Security Capital Group Incorporated 36-3692698 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Maryland NUMBER OF 7 SOLE VOTING POWER SHARES 43,086,724 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 43,086,724 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 43,086,724 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.1% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D This Amendment No. 8 (this "Amendment") is being filed to a Schedule 13D dated March 10, 1994 and filed by Security Capital Group Incorporated, formerly known as Security Capital Realty Incorporated, a Maryland corporation ("GROUP"), and William D. Sanders, an individual ("Sanders"), on March 11, 1994 and amended on August 16, 1994, September 28, 1994, October 7, 1994, August 24, 1995, September 30, 1995, August 21, 1996 and September 26, 1996. ITEM 1. SECURITY AND ISSUER This Amendment relates to common shares of beneficial interest, $0.01 par value per share (the "Shares"), of Security Capital Industrial Trust, a Maryland real estate investment trust ("SCI"), the principal executive offices of which are at 14100 East 35th Place, Aurora, Colorado 80011. ITEM 2. IDENTITY AND BACKGROUND Sanders is hereby removed as a person filing this statement as he does not share voting or dispositive power with respect to the Shares owned by GROUP. ITEM 4. PURPOSE OF TRANSACTION GROUP intends to play a major role in the direction of SCI for the purpose of maximizing the value of SCI. Any influence of Sanders on the direction of SCI will be in his capacity as Chairman and Chief Executive Officer of GROUP, and not personally. Therefore, the reference to Sanders intending to play a major role in the direction of SCI for the purpose of maximizing the value of SCI is hereby deleted. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a),(b) The information previously filed which reported Sanders as a beneficial owner of the Shares owned by GROUP and indicated that Sanders may be deemed to beneficially own the Shares owned by GROUP, is hereby amended to provide that Sanders does not beneficially own the Shares owned by GROUP. Therefore, Sanders currently beneficially owns 170,002 Shares (0.18% of all Shares), with respect to which he has sole voting and dispositive power, and may be deemed to beneficially own an additional 99,401 Shares (0.11% of all Shares). Any reference to Sanders intending to play a major role in the direction of SCI for the purpose of maximizing the value of SCI is hereby deleted as described in Item 4. The following table sets forth the beneficial ownership of Shares for each person named in Item 2. Unless otherwise indicated in the footnotes, each such person has sole power to vote or to direct the vote and sole power to dispose or direct the disposition of such Shares.
Number of Shares Percent of Person Beneficially Owned(1)(2) All Shares(1)(2) - ------------------------------------- ------------------------- ---------------- Security Capital Group Incorporated 43,086,724(3) 44.1% Samuel W. Bodman (4) 48,308 * Hermann Buerger 0 * John P. Frazee, Jr. (5) 40,223 * Cyrus F. Freidheim, Jr. 5,408 * H. Laurance Fuller (6) 2,850 * Ray L. Hunt (7) 160,135 * John T. Kelley, III (8) 90,448 * William D. Sanders (9) 269,403 *
Peter S. Willmott (10) 10 * C. Ronald Blankenship 436 * Thomas G. Wattles (11) 26,245 * David C. Dressler (12) 2,425 * K. Dane Brooksher (13) 30,077 *
* Less than 1% (1) Assumes that (i) no Shares are issued pursuant to the rights offerings being conducted pursuant to the Merger and Issuance Agreement dated as of March 24, 1997 between SCI and GROUP (the "Merger Agreement") and (ii) GROUP receives Shares pursuant to the Merger Agreement. (2) For each person who owns options or warrants that are exercisable within 60 days, the calculation of the percentage ownership assumes that only that person has exercised all of his options or warrants and that no other person has exercised any outstanding options or warrants. (3) These Shares are owned of record by SC Realty Incorporated, a wholly owned subsidiary of GROUP, and are pledged to secure a $300 million revolving line of credit facility with a syndicate of banks. As of April 25, 1997, there were $22 million of borrowings outstanding under the line of credit. The line of credit is also secured by securities owned indirectly by GROUP of Security Capital Pacific Trust, Security Capital Atlantic Incorporated, Homestead Village Incorporated and Security Capital U.S. Realty, an entity based in Luxembourg that is affiliated with GROUP and which invests in real estate operating companies in the United States. GROUP estimates that the aggregate market value of the pledged securities exceeded $2.9 billion as of March 31, 1997. GROUP was in compliance with all covenants under the line of credit as of March 31, 1997. (4) Shares are owned by the Bodman Foundation, a charitable trust of which Mr. Bodman is a trustee. (5) Includes 404 Shares held by Mr. Frazee's wife and 2,428 Shares held by Mr. Frazee's children. (6) Includes 404 Shares held by Mr. Fuller's children and two Shares held by Mr. Fuller's wife. (7) Includes 6,343 Shares held by family trusts for which Mr. Hunt is trustee, 3,801 Shares for which Mr. Hunt shares direct or indirect beneficial ownership pursuant to powers of attorney, 146,192 Shares held by a family limited partnership of which a corporation that Mr. Hunt owns is the general partner, 1,266 Shares held by a corporation that Mr. Hunt owns and 1,266 Shares of which Mr. Hunt may be deemed to be the beneficial owner as trustee of family trusts owning 50% of the stock of a corporation that owns those Shares. Excludes 1,269 Shares that Mr. Hunt's wife owns as separate property, of which Mr. Hunt disclaims beneficial ownership. (8) Includes 404 Shares held by Mr. Kelley's son; remaining Shares are held in a trust for which Mr. Kelley is trustee. (9) Includes 74,500 Shares and 22,666 Shares held by partnerships and an aggregate of 2,730 Shares held by Mr. Sanders' wife and children. (10) Includes four Shares held by Mr. Willmott's children. (11) Includes 1,970 Shares held by Mr. Wattles' children, five Shares held by his wife, and 7,422 Shares held in an IRA account. (12) Includes one Share held by Mr. Dressler's son and Shares held in trust accounts of which Mr. Dressler is a trustee. (13) Includes 640 Shares held in Mr. Brooksher's wife's name. (c) No transactions in Shares were effected in the past sixty days by the persons listed in the above table. (e) As described above, Sanders has ceased to be a beneficial owner of more than five percent of the Shares and is therefore being removed as a person filing this statement. SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Date: April 30, 1997 SECURITY CAPITAL GROUP INCORPORATED By: /s/ Jeffrey A. Klopf -------------------- Name: Jeffrey A. Klopf Title: Secretary /s/ William D. Sanders ------------------------ William D. Sanders -----END PRIVACY-ENHANCED MESSAGE-----