-----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, VBS9PFjk/S5FlOvb52lrawh+21GF7N5qdCg5KsAqNEs2/pjS0uPb2zqB/l9DwQON GQhHDXsLYV0uUECzIolHEg== 0000950131-96-000512.txt : 19960216 0000950131-96-000512.hdr.sgml : 19960216 ACCESSION NUMBER: 0000950131-96-000512 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951212 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960215 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SECURITY CAPITAL PACIFIC 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10272 FILM NUMBER: 96521052 BUSINESS ADDRESS: STREET 1: 7777 MARKET CENTER AVE CITY: EL PASO STATE: TX ZIP: 79912 BUSINESS PHONE: 9158773900 MAIL ADDRESS: STREET 1: 7777 MARKET CENTER AVE CITY: EL PASO STATE: TX ZIP: 79912 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 8-K 1 FORM 8-K =============================================================================== 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) December 12, 1995 ------------------------- SECURITY CAPITAL PACIFIC TRUST - ------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Maryland - ------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-10272 74-6056896 - ---------------------------------- ------------------------------------ (Commission File Number) (I.R.S. Employer Identification No.) 7777 Market Center Drive, El Paso, Texas 79912 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (915) 877-3900 - ------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Not Applicable - ------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) =============================================================================== ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. SEQUENTIAL EXHIBIT NO. DOCUMENT DESCRIPTION PAGE NO. ----------- -------------------- ---------- 10.1 First Amendment to Fourth Amended and Restated REIT Management Agreement 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. PROPERTY TRUST OF AMERICA Dated: February 15, 1996 By: /s/ James W. Kluber ------------------------------- James W. Kluber Vice President and Controller EX-10.1 2 REIT MANAGEMENT AGMT. Exhibit 10.1 FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED REIT MANAGEMENT AGREEMENT THIS FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED REIT MANAGEMENT AGREEMENT (this "Amendment") is made and entered into as of the 12th day of December, 1995, by and between Security Capital Pacific Trust, a Maryland real estate investment trust (the "Trust"), and Security Capital Pacific Incorporated, a Delaware corporation (the "REIT Manager"). WHEREAS, the Trust and the REIT Manager are parties to that certain Fourth Amended and Restated REIT Management Agreement, dated as of June 30, 1995, (the "Agreement"), pursuant to which the REIT Manager provides strategic planning, day-to-day management, accounting, reporting, financing and other services to the Trust, subject to the supervision of the Board of Trustees of the Trust; and WHEREAS, the Trust and the REIT Manager desire to amend the Agreement; NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged the Trust and the REIT Manager agree that the Agreement is hereby amended as follows: A. Section 1.1(k) is amended and restated in its entirety as follows: "(k) "Funds Available from Operations" for any period means the dollar amount equal to the sum of (i) net earnings of the Trust for such period excluding interest income and/or dividends received from PTR Development Services Incorporated, determined in accordance with generally accepted accounting principles, plus (ii) interest actually paid on the Trust's senior unsecured long term debt instruments, plus (iii) non-cash items deducted in calculating net earnings for such period (including but not limited to depreciation) which are generally added to net earnings in determining funds from operations for distribution to shareholders pursuant to prevailing practice among publicly-held real estate investments trusts, minus (iv) regularly scheduled principal payments (excluding prepayments or balloon payments) on mortgage indebtedness which has a commercially reasonable amortization schedule, minus (v) an assumed amount of payments of principal and interest which would have been paid by the Trust during such periods under senior unsecured long term debt instruments of the Trust, if payments were equal to payments on a 20-year fully amortizing mortgage of equal principal amount and effective interest rate with a payment schedule requiring equal annual payments of combined principal and interest (but not costs of issuance), minus (vi) distributions actually paid with respect to any non-convertible preferred shares of beneficial interest of the Trust. For calculations under clause (v) of the preceding sentence, all tranches of long term debt issued simultaneously shall be viewed collectively and shall be treated as one mortgage financing with an interest rate equal to the Trust's weighted average effective interest rate for such tranches after giving effect to any interest rate protection or similar agreements. For example, the attached Exhibit A shows the assumed effective interest rate and monthly payment schedules on the $200 million of senior notes issued by the Trust in February 1994, which will be deducted in calculating Funds Available from Operations. Funds Available from Operations will not be increased or decreased by virtue of any of the following: realized gains or losses, capital expenditures or principal payments, except for principal payments under the Trust's long term debt instruments as contemplated by clauses (iv) and (v) of the foregoing sentence." B. Section 3.4(a) is amended and restated in its entirety as follows: "(a) travel and other out-of-pocket expenses incurred by directors, officers and employees of the REIT Manager in connection with (i) seeking financing (including debt and equity) for the Trust, (ii) evaluating, investigating, negotiating or closing the acquisition, financing, refinancing or disposition of a Trust Property after the Board has approved the market in which such property is located for investment or (iii) attending Board, Board committee or shareholder meetings of the Trust;" -2- IN WITNESS WHEREOF, the Trust and the REIT Manager have executed this Amendment as of the day and year first above written. SECURITY CAPITAL PACIFIC TRUST By: /s/ C. Ronald Blankenship Name: C. Ronald Blankenship Title: Chairman and President Address: 7777 Market Center Avenue El Paso, Texas 79912 SECURITY CAPITAL PACIFIC TRUST By: /s/ Constance B. Moore Name: Constance B. Moore Title: Managing Director Address: 125 Lincoln Avenue Santa Fe, New Mexico 87501 -3- -----END PRIVACY-ENHANCED MESSAGE-----