-----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, BaE4/UrmVrvs2IUaKKrJ5mhSzRYZTSy3FUAdu5EVARbuhSdr6Ny7JGE47i0QTV7v V7VcArQf8Q+J2y4BCCX3vA== 0000923687-00-000002.txt : 20000424 0000923687-00-000002.hdr.sgml : 20000424 ACCESSION NUMBER: 0000923687-00-000002 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000421 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARCHSTONE COMMUNITIES TRUST/ CENTRAL INDEX KEY: 0000080737 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 746056896 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-06219 FILM NUMBER: 606470 BUSINESS ADDRESS: STREET 1: 7670 SOUTH CHESTER STREET STREET 2: SUITE 100 CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 3037085959 MAIL ADDRESS: STREET 1: 7670 SOUTH CHESTER ST CITY: ENGLEWOOD STATE: CO ZIP: 80012 FORMER COMPANY: FORMER CONFORMED NAME: SECURITY CAPITAL PACIFIC TRUST DATE OF NAME CHANGE: 19950417 FORMER COMPANY: FORMER CONFORMED NAME: PROPERTY TRUST OF AMERICA DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: EL PASO REAL ESTATE INVESTMENT TRUST DATE OF NAME CHANGE: 19700108 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SECURITY CAPITAL GROUP INC/ CENTRAL INDEX KEY: 0000923687 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 363692968 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 125 LINCOLN AVE CITY: SANTA FE STATE: NM ZIP: 87501 BUSINESS PHONE: 5059829292 MAIL ADDRESS: STREET 1: 125 LINCOLN AVE 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 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 28) Archstone Communities Trust - -------------------------------------------------------------------------------- (Name of Issuer) Common Shares of Beneficial Interest, Par Value $1.00 Per Share - -------------------------------------------------------------------------------- (Title of Class of Securities) 039581 10 3 - -------------------------------------------------------------------------------- (CUSIP Number) 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) April 17, 2000 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box __. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D - ------------------------------------- ---------------------------------------- CUSIP No. 039581 10 3 Page 2 of 7 Pages ----------- ---------- ---------- - ------------------------------------- ---------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 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 ITEMS 2(d) or 2(e) ----- - ---------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Maryland - ---------- --------------------------------------------------------------------- 7 NUMBER OF SOLE VOTING POWER SHARES BENEFICIALLY 52,950,507 OWNED BY EACH REPORTING PERSON WITH - ----------------------- ---------- --------------------------------------------- 8 SHARED VOTING POWER 0 - ----------------------- ---------- --------------------------------------------- 9 SOLE DISPOSITIVE POWER 52,950,507 - ----------------------- ---------- --------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ---------- --------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 52,950,507 - ---------- --------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ----- - ---------- --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.06% - ---------- --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON C0 - ---------- --------------------------------------------------------------------- SCHEDULE 13D This Amendment No. 28 (this "Amendment") is being filed to a Schedule 13D dated March 1, 1990, and filed by Security Capital Group Incorporated, formerly known as Security Capital Realty Incorporated, a Maryland corporation (as successor to Security Capital Realty Investors Incorporated) ("Security Capital"), on March 2, 1990, and amended on March 5, 1990, March 8, 1990, March 15, 1990, March 19, 1990, March 26, 1990, February 11, 1991, June 10, 1991, June 20, 1991, October 8, 1991, November 8, 1991, December 3, 1991, April 23, 1992, September 8, 1992, September 10, 1992, November 9, 1992, January 18, 1993, February 17, 1993, March 31, 1994, July 12, 1994, August 24, 1994, October 7, 1994, December 6, 1994, March 23, 1995, April 30, 1997, October 8, 1997, April 3, 1998, and July 7, 1998. ITEM 1. SECURITY AND ISSUER. This Amendment relates to common shares of beneficial interest, $1.00 par value per share (the "Common Shares"), of Archstone Communities Trust, a Maryland real estate investment trust (the "Company"), the principal executive offices of which are at 7670 South Chester Street, Englewood, Colorado 80112. The Company was formerly known as Security Capital Pacific Trust. ITEM 4. PURPOSE OF TRANSACTION. Except as described below, there are no other changes to report from the responses previously provided in response to this Item requirement. On April 17, 2000, Security Capital agreed to exchange with an unaffiliated person $42,5000,000 principal amount of 6.5% Convertible Subordinated Debentures due March 29, 2016 of Security Capital (the "Debentures") held by the unaffiliated person for 1,589,776 Common Shares held by Security Capital. On April 20, 2000, the settlement date of the exchange, Security Capital transferred 1,589,776 Common Shares to an unaffiliated party. As a result of the exchange, Security Capital reduced its ownership in the Company from 54,540,283 Common Shares, or 39.20% of the outstanding Common Shares, to 52,950,507 Common Shares, or 38.06% of the outstanding Common Shares. The exchange was made in connection with Security Capital's publicly announced Debenture repurchase program, under which Security Capital intends to repurchase up to $60,000,000 of its Debentures. The exchange was proposed by the other party as a means of disposing of its Debentures and because it wanted to increase its interest in the Company. Security Capital agreed to the transaction because it desired to repurchase Debentures at a price which met Security Capital's repurchase objectives. Security Capital intends to maintain its position as the principal shareholder of the Company and intends to continue to play a major role in the direction of the Company for the purpose of maximizing the value of the Company. Except as set forth in this Item 4, Security Capital presently has no plans or proposals which relate to or would result in any of the actions set forth in parts (a) through (j) of Item 4 of Schedule 13D. Security Capital may at any time reconsider and change its plans or proposals relating to the foregoing. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a),(b) The following table sets forth, as of April 17, 2000, the beneficial ownership of Common 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 Common Shares. Number of Shares Percent of All Name Beneficially Owned (1) Shares ---- ---------------------- -------------- Security Capital Group Incorporated (2) 52,950,507 38.06% C. Ronald Blankenship (3) 36,030 * Samuel W. Bodman (4) 775 * Hermann Buerger 0 * John P. Frazee, Jr. 0 * Cyrus F. Freidheim, Jr. 0 * H. Laurance Fuller (5) 1,110 * Ray L. Hunt (6) 46,007 * John T. Kelley, III (7) 58,585 * William D. Sanders 0 * Peter S. Willmott 18,922 * Thomas G. Wattles (8) 12 * Thomas B. Allin 0 * Jeffrey A. Cozad (9) 5,721 * C. Robert Heaton, Jr. 0 * Jeffrey A. Klopf 0 * Anthony R. Manno, Jr. (10) 1,503 * Caroline S. McBride 0 * Constance B. Moore 2,206 * A. Richard Moore, Jr. 0 * Jeremy J. Plummer 0 * Kenneth D. Statz 0 * Donald E. Suter 0 * James C. Swaim 0 * Paul E. Szurek 0 * Robert S. Underhill 0 * Jean Van Hecke 0 *
* Less than 1% (1) For each person who owns options that are exercisable within 60 days, the calculation of the percentage ownership assumes that only that person has exercised all of his options and that no other person has exercised any outstanding options. (2) These Common Shares are owned of record by SC Realty Incorporated, a wholly owned subsidiary of Security Capital. On April 17, 2000, Security Capital agreed to sell 1,589,776 Common Shares at a price of $20.5625 per share, the closing price of the Common Shares on the New York Stock Exchange on that day. See the response to Item 4 above. (3) Includes 14,936 Common Shares owned by a corporation of which Mr. Blankenship is the controlling shareholder. (4) Common Shares held in Diane Barber Bodman's IRA account. (5) Includes 555 Common Shares held by Mr. Fuller's wife. (6) Includes 3,742 Common Shares for which Mr. Hunt shares direct or indirect beneficial ownership pursuant to powers of attorney, 31,192 Common Shares held by a family limited partnership of which a corporation that Mr. Hunt owns is the general partner and 1,871 Common Shares held by a corporation which Mr. Hunt owns. Excludes 1,871 Common Shares that Mr. Hunt's wife owns as separate property and 111,800 Common Shares held by Hunt Financial Corporation, the stock of which is held, indirectly through a series of corporations, by trusts for the benefit of Mr. Hunt, as to which Mr. Hunt disclaims beneficial ownership. (7) Common Shares are held by a trust for which Mr. Kelley is trustee. Includes options to acquire 6,000 Common Shares. (8) Common Shares held by Mr. Wattles' children. (9) Includes 4,859 Common Shares held by a trust for which Mr. Cozad is trustee, and 862 Common Shares held in joint tenancy with Mr. Cozad's wife. (10) Three Common Shares are held in trusts for Mr. Manno's children. (c) Except as otherwise noted above, no transactions in Common Shares were effected in the past 60 days by the persons listed in the above table. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The response to Item 4 is incorporated herein by reference. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. None SIGNATURE After reasonable 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: April 21, 2000 SECURITY CAPITAL GROUP INCORPORATED By: /s/ Jeffrey A. Klopf --------------------------------------------- Name: Jeffrey A. Klopf Title: Senior Vice President and Secretary -----END PRIVACY-ENHANCED MESSAGE-----