-----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, OnlbKo7uN+1x+Z6qzIJmOx46J1g0ZB6hU1kMPhE7SkamjNwHz9fFHERD7zsYikak +cLxBYLPjF/5blv6R80yXg== 0000950131-96-003643.txt : 19960807 0000950131-96-003643.hdr.sgml : 19960807 ACCESSION NUMBER: 0000950131-96-003643 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 4 033-86444 FILED AS OF DATE: 19960806 EFFECTIVENESS DATE: 19960806 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: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-09615 FILM NUMBER: 96604132 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 S-3MEF 1 FORM S-3 As filed with the Securities and Exchange Commission on August 5, 1996 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SECURITY CAPITAL PACIFIC TRUST ------------------ (Exact name of registrant as specified in its charter) Maryland 74-6056896 (State of incorporation (I.R.S. Employer Identification Number) or organization) 7777 Market Center Avenue El Paso, Texas 79912 (915) 877-3900 (Address, including zip code, and telephone number, including area code, of principal executive offices) Jeffrey A. Klopf Secretary 7777 Market Center Avenue El Paso, Texas 79912 (915) 877-3900 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------ Copies to: Edward J. Schneidman Mayer, Brown & Platt 190 South LaSalle Street Chicago, Illinois 60603 ------------------ Approximate date of commencement of proposed sale to the public: As soon as practicable after the Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: [_] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: [_] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of earlier effective registration statement for the same offering. [X] 33-86444 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_]_________________ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_]
CALCULATION OF REGISTRATION FEE ==================================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF EACH CLASS OF AMOUNT OFFERING PRICE AGGREGATE REGISTRATION SECURITIES TO BE REGISTERED TO BE REGISTERED PER UNIT (1) OFFERING PRICE (1) FEE - ---------------------------------------------------------------------------------------------------- Debt Securities.............. $6,758,264 100% $6,758,264 $2,330.44 ====================================================================================================
(1) Estimated solely for purposes of determining the registration fee. EXPLANATORY NOTE This Registration Statement is being filed pursuant to Rule 462(b) under the Securities act of 1933, as amended. The contents of the Registration Statement on Form S-3 (File No. 33-86444) filed by Security Capital Pacific Trust ("PTR") (formerly Property Trust of America) with the Securities and Exchange Commission (the "Commission") on November 18, 1994, as amended by the Amendment No. 1 to Registration Statement on Form S-3 filed by PTR with the Commission on December 1, 1994, which was declared effective by the Commission on December 1, 1994, are incorporated herein by reference. SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Fe and State of New Mexico on the 5th day of August, 1996. SECURITY CAPITAL PACIFIC TRUST By /s/ C. Ronald Blankenship ------------------------- C. Ronald Blankenship Chairman POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints C. Ronald Blankenship, James W. Kluber, Jeffrey A. Klopf, Ariel Amir, Edward J. Schneidman and Philip J. Niehoff, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned and to file the same, with all exhibits thereto, in any and all capacities, to sign any and all amendments (including post-effective exhibits thereto, and other documents in connection therewith) and any registration statement to register additional securities pursuant to Rule 462 under the Securities Act with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities indicated on August 5, 1996.
Signature Title - --------- ----- /s/ C. Ronald Blankenship Chairman and Trustee (Principal - -------------------------------------- Executive Officer) C. Ronald Blankenship /s/ James W. Kluber Vice President (Principal Financial - -------------------------------------- and Accounting Officer) James W. Kluber /s/ James A. Cardwell Trustee - -------------------------------------- James A. Cardwell /s/ John T. Kelley III Trustee - -------------------------------------- John T. Kelley III
/s/ Calvin K. Kessler Trustee - -------------------------------------- Calvin K. Kessler /s/ William G. Myers Trustee - -------------------------------------- William G. Myers /s/ James H. Polk III Trustee - -------------------------------------- James H. Polk III /s/ John C. Schweitzer Trustee - -------------------------------------- John C. Schweitzer
EXHIBIT INDEX
EXHIBIT SEQUENTIAL NUMBER DESCRIPTION PAGE NUMBER - --------- --------------------------------------------------------- ----------- 5.1 Opinion of Mayer, Brown & Platt.......................... 15.1 Letter regarding unaudited interim financial information. 23.1 Consent of KPMG Peat Marwick LLP......................... 23.2 Consent of Mayer, Brown & Platt (included in Exhibit 5.1)
EX-5.1 2 OPINION OF MAYER, BROWN & PLATT EXHIBIT 5.1 August 5, 1996 Security Capital Pacific Trust 125 Lincoln Avenue Santa Fe, New Mexico 87501 Ladies and Gentlemen: We have acted as counsel to Security Capital Pacific Trust, a Maryland trust ("PTR"), in connection with the trust proceedings (the "Proceedings") taken and to be taken relating to the public offering of $6,758,264 aggregate principal amount of Debt Securities (the "Debt Securities"). The Debt Securities are to be issued under an Indenture, dated as of February 1, 1994, as supplemented by the First Supplemental Indenture, dated as of February 2, 1994 (as so supplemented, the "Indenture"), between PTR and State Street Bank and Trust Company (as successor trustee to Morgan Guaranty Trust Company of New York). In this connection, we have examined such trust and other records, instruments, certificates and documents as we considered necessary to enable us to express this opinion. Based on the foregoing, it is our opinion that, upon completion of the Proceedings, the Debt Securities will have been duly authorized for issuance and, when the Debt Securities are duly executed, authenticated, issued and delivered, the Debt Securities will constitute valid and legally binding obligations of PTR entitled to the benefits of the Indenture, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (whether considered in a proceeding at law or in equity). We consent to the filing of this opinion as an exhibit to the registration statement relating to the Debt Securities and the reference to us under the caption "Legal Matters" therein. Very truly yours, MAYER, BROWN & PLATT EX-15.1 3 LETTER RE: UNAUDITED INTERIM FINANCIAL INFO EXHIBIT 15.1 Security Capital Pacific Trust El Paso, Texas Ladies and Gentleman: Re: Accompanying Registration Statement on Form S-3 With respect to the subject registration statement, we acknowledge our awareness of the incorporation therein of our AU 722 report dated April 23, 1996 related to our review of interim financial information. Pursuant to Rule 436(c) under the Securities Act of 1933, such report is not considered part of a registration statement prepared or certified by an accountant within the meaning of sections 7 and 11 of the Act. Very truly yours, KPMG PEAT MARWICK LLP Chicago, Illinois August 5, 1996 EX-23.1 4 CONSENT OF KPMG PEAT MARWICK, LLP EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT The Board of Trustees and Shareholders of Security Capital Pacific Trust With respect to the accompanying Registration Statement on Form S-3 filed by Security Capital Pacific Trust, we consent to: (i) incorporation by reference of our report dated January 31, 1996, except as to note 12, which is as of February 23, 1996, relating to the balance sheets of Security Capital Pacific Trust as of December 31, 1995 and 1994, the related statements of earnings, shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1995, and the related schedule as of December 31, 1995, which report appears in the December 31, 1995 annual report on Form 10-K of Security Capital Pacific Trust, as amended by Form 10-K/A No. 1; (ii) incorporation by reference of our report dated July 11, 1996 on the combined statement of revenues and certain expenses of the Group A Properties reported in the Current Report on Form 8-K dated August 1, 1996; and (iii) the reference to our firm under the heading "Experts" in the Registration Statement. KPMG PEAT MARWICK LLP Chicago, Illinois August 5, 1996 -----END PRIVACY-ENHANCED MESSAGE-----