8-K 1 FORM 8-K -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): MARCH 23, 1995 SECURITY CAPITAL PACIFIC TRUST (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MARYLAND (STATE OR OTHER JURISDICTION OF INCORPORATION) 1-10272 (COMMISSION FILE NUMBER) 74-6056896 (IRS EMPLOYER IDENTIFICATION NUMBER) 7777 MARKET CENTER AVENUE EL PASO, TEXAS 79912 (ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE) OFFICES) Registrant's telephone number, including area code: (915) 877-3900 PROPERTY TRUST OF AMERICA (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On March 23, 1995, the shareholders of Security Capital Pacific Trust (formerly Property Trust of America), a Maryland real estate investment trust ("PTR"), approved and adopted an Agreement and Plan of Merger, dated as of December 6, 1994 (the "Merger Agreement"), among PTR, Security Capital Pacific Incorporated, a Maryland corporation ("PACIFIC"), and Security Capital Group Incorporated (which reflects the imminent name change from Security Capital Realty Incorporated and is referred to herein as "Security Capital Group"). Pursuant to the Merger Agreement, on March 23, 1995, PACIFIC was merged with and into PTR, PACIFIC ceased to exist as a corporation and PTR, the surviving entity in the Merger, changed its name to "Security Capital Pacific Trust." Pursuant to the Merger Agreement, each outstanding share of PACIFIC common stock was converted into the right to receive 0.611 of a PTR common share. 8,468,460 PTR common shares were issued in connection with the Merger. In addition, PTR assumed approximately $109 million of PACIFIC's liabilities. The PACIFIC common stock is not traded on any established public trading market. The exchange ratio was determined by dividing $10.00 (the value of a share of PACIFIC common stock as agreed upon between PTR and PACIFIC) by $16.375 (the closing sale price per PTR common share on the New York Stock Exchange on December 6, 1994). The $10.00 per share amount essentially represents PACIFIC's cost of its properties and is the same price at which PACIFIC sold shares of its common stock in all of its prior private offerings. PTR filed a Registration Statement (File No. 33-87184) with the Securities and Exchange Commission covering the registration of PTR common shares to be issued in connection with the Merger and containing a Joint Proxy/Information Statement and Prospectus. The Registration Statement, as amended, was declared effective on February 10, 1995. PACIFIC had been a wholly owned subsidiary of Security Capital Group from its inception in October 1993 through August 1994 when PACIFIC completed a private offering of PACIFIC common stock. Prior to the Merger, Security Capital Group owned approximately 97.6% of the outstanding shares of PACIFIC common stock. In addition, Security Capital Group has been PTR's largest shareholder since February 1990 and, prior to the Merger, Security Capital Group owned approximately 31.9% of the PTR common shares. Upon completion of the Merger and a concurrent subscription offering, Security Capital Group owned approximately 37.9% of the PTR common shares. PACIFIC engaged in the development, acquisition, operation and long-term ownership of multifamily properties in a six-state region of the western United States. PACIFIC owned and operated 17 multifamily properties containing 5,579 units. PACIFIC owned or had under control land and development rights for development of an expected 2,180 additional units. PTR will continue the business of PACIFIC. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) FINANCIAL STATEMENTS: The financial statements of the business acquired as described in Item 2 of this report, meeting the requirements of Rule 3-05 and Rule 3-14 of Regulation S-X, have been filed previously as part of Amendment No. 3 to the Form S-4 Registration Statement (No. 33-87184) filed by PTR with the Commission and are incorporated herein by reference. (b) PRO FORMA FINANCIAL INFORMATION: The Unaudited Pro Forma Combined Financial Information required pursuant to Article 11 of Regulation S-X, has been filed previously as part of Amendment No. 3 to the Form S-4 Registration Statement (No. 33- 87184) filed by PTR with the Commission and is incorporated herein by reference. 2 (c) EXHIBITS: 2.1 Agreement and Plan of Merger among PTR, PACIFIC and Security Capital Group, dated as of December 6, 1994 (Incorporated by reference to Exhibit 2.1 to PTR's Registration Statement No. 33-87184). 20.1 Joint Proxy/Information Statement and Prospectus dated February 10, 1995 (Incorporated by reference to PTR's Registration Statement No. 33-87184). 23.1 Consent of KPMG Peat Marwick LLP. 99.1 Financial Statements for PACIFIC (Incorporated by reference to PTR's Registration Statement No. 33-87184). 99.2 Text of Press Release of PTR, dated March 23, 1995.
3 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 THEREUNTO DULY AUTHORIZED. Security Capital Pacific Trust By: /s/ William Kell ---------------------------------- William Kell Vice President and Principal Financial and Accounting Officer Date: March 30, 1995 4 INDEX TO EXHIBITS
SEQUENTIAL PAGE EXHIBIT NUMBER ------- ---------- 2.1 Agreement and Plan of Merger among PTR, PACIFIC and Security Capital Group, dated as of December 6, 1994 (Incorporated by reference to Exhibit 2.1 to PTR's Registration Statement No. 33-87184). 20.1 Joint Proxy/Information Statement and Prospectus dated February 10, 1995 (Incorporated by reference to PTR's Registration Statement No. 33-87184). 23.1 Consent of KPMG Peat Marwick LLP. 99.1 Financial Statements for PACIFIC (Incorporated by reference to PTR's Registration Statement No. 33-87184). 99.2 Text of Press Release of PTR, dated March 23, 1995.
5 EX-23.1 2 AUDITORS CONSENT EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT The Board of Trustees and Shareholders Security Capital Pacific Trust: We consent to incorporation by reference in the registration statements No. 33-86444 (Form S-3), No. 33-78402 (Form S-3), No. 33-71040 (Form S-3), No. 33- 44631 (Form S-3) and No. 33-25317 (Form S-8) of Security Capital Pacific Trust (formerly Property Trust of America) of our report dated November 22, 1994 (except as to note 8, which is as of December 6, 1994) on the financial statements, of Security Capital Pacific Incorporated as of September 30, 1994 and December 31, 1993 and for the nine-month period ended September 30, 1994 and the period from inception (October 22, 1993) through December 31, 1993, and the related schedule, and our reports dated December 6, 1994 on the combined statements of revenues and certain expenses for certain multifamily properties, each incorporated herein by reference, which reports appear in Amendment No. 3 to the Form S-4 Registration Statement (No. 33-87184) filed by Security Capital Pacific Trust. KPMG Peat Marwick LLP El Paso, Texas March 29, 1995 EX-99.2 3 PRESS RELEASE PROPERTY TRUST OF AMERICA ANNOUNCES COMPLETION OF MERGER AND NAME CHANGE TO SECURITY CAPITAL PACIFIC TRUST Friday, March 24, 1995--Property Trust of America (New York Stock Exchange Symbol: PTR) announced today that the merger of PTR with Security Capital Pacific Incorporated (PACIFIC), a private real estate investment trust that focuses on development and acquisition of multifamily properties in a six-state region in the western United States, became effective March 23, 1995. The merger was approved by holders of 80.7% of PTR's shares, with 1.4% voting against the transaction. As a result of the merger, PTR has changed its name to "Security Capital Pacific Trust," which gives the company an important, focused geographic identification. Post-merger, the company will continue to trade on the New York Stock Exchange under the symbol "PTR." PTR Chairman C. Ronald Blankenship stated that as a result of the merger, PTR has acquired, at PACIFIC's cost of $246.1 million, 17 existing multifamily assets totaling 5,579 units, plus contract rights for additional acquisitions. Mr. Blankenship stated, "The merger has also expanded PTR's target market to include 129 additional submarkets, as a result of which PTR is well-positioned to deploy capital in the geographic areas of the United States that are expected to provide some of the most attractive multifamily growth opportunities for the remainder of this decade." R. Scot Sellers, Managing Director--Investments stated that the expanded post-merger target market presents significant opportunities for development of PTR's moderate income multifamily communities given the strong job growth and rental occupancy trends in the Western region. Through the merger, PTR acquired land and development rights owned or under control for development of an expected 2,180 additional units in PACIFIC's target market, and PTR is currently evaluating a number of additional potential development sites in this region. In 1995, PTR expects to commence development of a total of 6,202 units, of which 4,300 units will be moderate income product. PTR's moderate income development program is an important component of its focus on long-term, sustainable growth in per share cash flow. Constance B. Moore, Managing Director--Operations, announced that PACIFIC's operating people are being integrated with PTR'S management team, which has given PTR significant additional development, acquisitions and asset management expertise and knowledge of the Western markets. Ms. Moore also announced that the subscription offering conducted concurrently with the merger expired at of the close of business March 23, 1995 and will result in a minimum subscription level of $50 million of new equity. The final results of the subscription offering will be announced shortly. Ms. Moore noted that the merger and concurrent subscription offering will add substantially to PTR's equity capitalization and, as a result, PTR does not currently plan to return to the equity capital markets. Prospectively, PTR plans to fund its capital needs through implementation of its asset optimization strategy of redeploying capital into targeted developments with strong long-term cash flow growth prospects and by placing additional fixed rate, fully amortizing, long-term corporate debt. Ms. Moore also announced that the Board of Trustees voted to terminate PTR's Dividend Reinvestment and Share Purchase Plan effective March 31, 1995. PTR's objective is to be the preeminent real estate operating company focusing on the development, acquisition, operation and long-term ownership of multifamily properties in its Western target market. PTR's primary objective is generating long-term, sustainable growth in per share cash flow. PTR will achieve this objective by executing an internal growth strategy that focuses on (1) maximizing operating performance through value-added asset management, (2) concentrating its fully integrated development capability and experienced team of professionals on development of industry-leading product in targeted submarkets that exhibit strong job growth and demographic trends and (3) implementing an asset optimization strategy of redeploying capital into targeted moderate income developments with significant long-term cash flow growth prospects. At March 23, 1995 and post-merger, PTR had 37,595 operating multifamily units, 4,433 units under construction, an expected 5,092 units in planning and land owned or under control for future development of an expected 8,197 additional units in its portfolio. FOR MORE INFORMATION CONTACT: Douglas K. Ball (800) 982-9293 or Gerard de Gunzburg (212) 838-9292 2