-----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, Kfs1UKs1jLmmGQc1jjNpSkmOqf8oRdARruN5FERpCdS4nUdyfjA0eNYkirHVZ4M9 qK/MXtTVXZDZ7T4SC5X/5A== 0000950131-96-004680.txt : 19960924 0000950131-96-004680.hdr.sgml : 19960924 ACCESSION NUMBER: 0000950131-96-004680 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960912 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960923 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: 96633334 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) September 12, 1996 -------------------------- 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 Avenue, El Paso, Texas 79912 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (915) 877-3900 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) ================================================================================ ITEM 5. OTHER EVENTS On September 12, 1996, the Registrant announced that its shareholders had approved the Homestead Village spin-off and separately announced a future conversion price adjustment for its Cumulative Convertible Series A Preferred Shares. On September 17, 1996, the Registrant announced $492.5 million of acquisition and development investments in California and the expected completion of $250 - 300 million of 1996 asset optimization transactions. These announcements are filed as exhibits hereto and are hereby incorporated by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 Press Release dated September 12, 1996. 99.2 Press Release dated September 12, 1996. 99.3 Press Release dated September 17, 1996. 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. SECURITY CAPITAL PACIFIC TRUST Dated: September 23, 1996 By: /s/ James W. Kluber -------------------- James W. Kluber Vice President and Controller EX-99.1 2 PRESS RELEASE Exhibit 99.1 Press Release For Immediate Release SECURITY CAPITAL PACIFIC TRUST ANNOUNCES SHAREHOLDER APPROVAL OF HOMESTEAD VILLAGE(R) SPIN-OFF September 12, 1996 - Security Capital Pacific Trust (New York Stock Exchange Symbol: PTR) today announced that holders of approximately 83.49% of its common shares voted to approve the merger and distribution agreement under which its Homestead Village(R) properties will be spun off to a newly formed company, Homestead Village Incorporated (Homestead). Less than 1% of PTR shareholders voted against the merger and distribution agreement. The transaction is expected to close in October 1996, subject to the conditions contained in the merger and distribution agreement. Following the closing, PTR will distribute an aggregate of 9,485,727 shares of Homestead common stock plus warrants to purchase an additional 6,363,789 shares of Homestead common stock to holders of PTR common shares as of the distribution record date. The distribution record date will be based on the actual closing date of the merger transaction. Both Homestead common stock and warrants have been approved for listing on the American Stock Exchange. Under the terms of the merger and distribution agreement between PTR, Security Capital Atlantic Incorporated (ATLANTIC) and Security Capital Group Incorporated (SCG), Homestead will receive a total of 80 Homestead Village properties as well as the Homestead Village trademark and operating systems. In return, PTR and its shareholders will own 63.21% of Homestead, ATLANTIC and its shareholders will own 28% of Homestead and SCG will own 8.79% of the new company. David C. Dressler Jr., Chairman of Homestead, said, "Demand for purpose- built, extended-stay properties will rise as the result of increased consumer awareness of the product, employee mobility and cost-conscious business travel. We believe Homestead Village has the potential for significant growth. We have been operating Homestead properties since 1992. As a result, we have people and operating systems in place to provide exceptional value and superior customer service." Homestead will be an internally managed corporation focused on maximizing shareholder value by becoming the preeminent developer, owner and operator of moderate-priced extended-stay facilities across the United States. Homestead is currently conducting a national roll-out of its product. "Homestead has made excellent progress in expanding its portfolio beyond the 80 properties contributed by PTR and ATLANTIC. We are currently processing entitlements on 39 additional sites we have under contract, bringing our pipeline to 119 properties completed or under development. In addition, our development staff of 55 professionals is currently reviewing additional development opportunities in 29 cities," Mr. Dressler said. Homestead's target market is national, focusing on major metropolitan areas, such as San Francisco, with seven Homestead Village sites under development, and Washington, D.C., which currently has nine development sites. Designed primarily for professionals on temporary work assignment, relocating to another city or in job-related training, Homestead Village provides the extended-stay guest with 260 to 325 square feet of fully furnished living space, kitchen facilities with full-sized refrigerator, microwave, sink and cooktop, weekly housekeeping service, individual voice mail and dataport, and coin-operated laundry facilities. Rates at Homestead range from $189 to $289 a week, compared to $550 a week for traditional extended-stay hotels. PTR is the preeminent real estate operating company focusing on the development, acquisition, operation and long-term ownership of multifamily properties in the growing markets of the western United States. PTR's primary objective is generating long-term, sustainable growth in per share cash flow. As of July 31, 1996, PTR's portfolio included 44,582 operating multifamily units, 7,237 units under construction and an estimated 8,988 units in planning. In addition, PTR owns land for future development of an expected 4,093 units. FOR MORE INFORMATION, CONTACT: K. Scott Canon (800) 982-9293 or Gerard de Gunzburg (212) 838-9292 EX-99.2 3 PRESS RELEASE Exhibit 99.2 Press Release For Immediate Release SECURITY CAPITAL PACIFIC TRUST ANNOUNCES FUTURE CONVERSION PRICE ADJUSTMENT OF CUMULATIVE CONVERTIBLE SERIES A PREFERRED SHARES September 12, 1996 - Security Capital Pacific Trust (New York Stock Exchange Symbol: PTR) today announced that an adjustment will be made to the conversion price of its Cumulative Convertible Series A preferred shares (NYSE symbol: PTR PrA) as a result of the approval of the merger and distribution agreement under which its Homestead Village(R) properties will be spun off to a newly formed company, Homestead Village Incorporated (Homestead), and the subsequent distribution of Homestead common stock and warrants to PTR's common shareholders. PTR's management said that holders of PTR's Series A preferred shares should note the following: . The distribution record date for the Homestead spin-off will be determined by the PTR Board of Trustees on or after the closing of the transaction creating Homestead. The transaction is expected to close in October 1996, subject to the conditions contained in the merger and distribution agreement. . The Homestead securities will be listed on the American Stock Exchange. Trading in Homestead securities will not occur until two trading days after the distribution record date. . At least 10 days before the distribution record date, written notice of the distribution of the Homestead securities and the method for determining the conversion price adjustment for the Series A preferred shares will be sent to all holders of Series A preferred shares. The conversion price adjustment will be determined by multiplying the current conversion price of $20.56 per Series A share by a fraction, the numerator of which will be the fair market value of a PTR common share less the fair market value of the Homestead securities to be distributed per PTR common share as of the distribution record date, and the denominator of which will be the fair market value of a PTR common share. The fair market value of PTR common shares will be based on the average of the last reported sale prices of PTR common shares on the New York Stock Exchange for five consecutive trading days selected by PTR beginning no earlier than 20 trading days before the distribution record date. The fair market value of the Homestead securities will be determined by PTR's Chairman or the Board of Trustees. . The adjustment to the conversion price will be determined after the close of business on the distribution record date and will be effective at the opening of business on the next business day. . The actual number of Homestead securities which each PTR common shareholder as of the distribution record date will receive will depend on how many Series A preferred shares are converted prior to the close of business on the distribution record date. PTR will distribute an aggregate of 9,485,727 shares of Homestead common stock and 6,363,789 Homestead warrants to holders of PTR common shares as of the distribution record date. There are currently 8,736,200 Series A preferred shares outstanding which are currently convertible into 10,624,966 PTR common shares. If a Series A preferred shareholder elects to participate in the Homestead distribution, the conversion must take place before the close of business on the distribution record date. . The Homestead securities will be distributed approximately 14 days after the distribution record date. FOR MORE INFORMATION, CONTACT: K. Scott Canon (800) 982-9293 or Gerard de Gunzburg (212) 838-9292 EX-99.3 4 PRESS RELEASE Exhibit 99.3 Press Release For Immediate Release SECURITY CAPITAL PACIFIC TRUST ANNOUNCES $495.2 MILLION OF ACQUISITION AND DEVELOPMENT INVESTMENTS IN CALIFORNIA AND EXPECTED COMPLETION OF $250 - 300 MILLION OF 1996 ASSET OPTIMIZATION TRANSACTIONS September 17, 1996 - Security Capital Pacific Trust (New York Stock Exchange Symbol: PTR) today announced acquisition transactions totaling $286.6 million of existing multifamily assets in strategically targeted California submarkets, representing 4,086 units. As of today, $211.7 million of these transactions have closed with the remaining $74.9 million expected to close during the fourth quarter. These properties have been purchased at approximately 65% of replacement cost. With the completion of these acquisitions, PTR will have a total investment of $416.8 million in California, representing 6,465 units. The California acquisitions have been funded primarily by PTR's asset optimization program and the issuance of long-term debt. PTR expects to complete the disposition of $250 to $300 million of properties through tax- deferred exchanges during 1996. As of today, PTR has completed the disposition of $172.6 million of properties, realizing an average unleveraged total return of 14.8% during PTR's holding period. By utilizing PTR's proprietary market research, management is able to redeploy capital into markets with the strongest prospects for growth. The asset optimization program positions PTR to fund its investment program without a return to the common equity markets. PTR expects to complete the disposition of an additional $200 to $250 million of assets in 1997. In addition to asset optimization, PTR's long-term debt program is an important component of its funding strategy. During the third quarter of 1996, PTR has issued an additional $100 million of long-term debt at an all-in cost of 7.95% and an average life of 15.6 years. PTR now has a total of $450 million of fully amortizing debt with an average life of 14.97 years and a weighted average fixed rate of 7.66%. R. Scott Sellers, Managing Director for Investments, said, "We have been researching California markets since 1993 and as a result have developed a very specific investment plan. These transactions in California are an important component of PTR's future growth and represent the benefit of our proprietary research capability." In addition to the strategic acquisition of well-located existing properties, PTR is focused on acquiring control of land for the development of new communities. As of today, PTR controls land for the development of seven communities in Northern and Southern California. Currently in various stages of the development process, these transactions represent a total expected investment upon completion of $208.6 million in new developments. Construction on PTR's first development site in California, a 241-unit property in the master-planned community of Aliso Viejo in Orange County, is expected to commence during the first quarter of 1997. Mr. Sellers said that PTR's investment program in California is expected to produce very strong cash flow growth because of California's resurgent employment market, high barriers to entry and an expensive single-family home market. "We are continuing to pursue a number of exciting opportunities and expect our overall investment in California to represent a significant part of PTR's portfolio by the end of 1997," Mr. Sellers said. PTR has opened offices in the Bay Area (Hayward) and in Southern California (Irvine) and has 20 professionals focused on acquiring, developing and operating California assets. The 10 senior members of PTR's California team have an average of more than 14 years' experience in the California real estate market. "The exceptional team of professionals in our California offices has allowed us to move quickly to acquire a strategic position there. We have the local representation and hands-on expertise that we need to generate strong operating results and identify additional opportunistic acquisitions," Mr. Sellers said. Recent acquisitions in California include the following properties: . The Crossing is a 296-unit moderate income community located in the city of Corona close to important Orange County employment centers. The property is surrounded by over 600,000 square feet of retail services and offers excellent access to major transportation corridors. PTR acquired The Crossing in May 1996 at a total expected investment of $15.5 million, including planned capital improvements. . El Dorado Hills is a 448-unit moderate income property in the Tierrasanta submarket in San Diego which has only three multifamily communities and extremely high barriers to entry. PTR also owns Tierrasanta Ridge and now controls the majority of units in the submarket. El Dorado Hills' proximity to Mission Trails Park, a 5,600- acre regional park with 29 miles of trails, is a significant competitive advantage. PTR acquired El Dorado Hills in July 1996 at a total expected investment of $31.2 million, including planned capital improvements. . Mission Springs/Mission Villas is a 736-unit middle income property in Ontario. This property is located within minutes of the rapidly expanding Ontario commercial corridor where seven major industrial and retail development projects are expected to add more than 20,000 new jobs. PTR acquired Mission Springs/Mission Villas in May 1996 at a total expected investment of $39.3 million, including planned capital improvements. . Newpointe is a 160-unit moderate income community in the desirable Orange County community of Tustin. Its proximity to Highway 55 and I-5 provides easy access to employment concentrations in the Irvine business district and the Orange County airport area. Newpointe is only minutes from the Irvine Company's upscale Tustin Ranch master- planned community. PTR acquired Newpointe in July 1996 at a total expected investment of $9.6 million, including planned capital improvements. . Oakwood is a 948-unit moderate income community in the heart of Silicon Valley where job growth, primarily in computer services and software development, is among the highest in the nation. Located next to I-280, Oakwood is within five to 10 minutes of Silicon Valley's major employers. PTR acquired Oakwood in September 1996 at a total expected investment of $84.2 million, including planned capital improvements. . Quail Ridge is a 396-unit moderate income property in the north San Francisco Bay Area. Located near I-780, Quail Ridge is within minutes of extensive retail services. Previously undermanaged, Quail Ridge is expected to achieve significant revenue growth under PTR management. PTR acquired Quail Ridge in June 1996 at a total expected investment of $19.3 million, including planned capital improvements. . Woodsong Village is a 262-unit moderate income property in Rancho Cucamonga, one of the most desirable submarkets in the Inland Empire area. Woodsong Village is in proximity to new office and retail developments, major freeways and the Ontario Airport. PTR acquired Woodsong Village in August 1996 at a total expected investment of $12.6 million, including planned capital improvements. This release contains forward-looking statements which are based on management's current expectations but which involve risks and uncertainties. PTR's actual results with respect to the assets described in this release could differ materially from those anticipated in this release as a result of certain factors, including risks associated with changes in national and local economic conditions, competitive market conditions, obtaining governmental approvals and meeting development schedules. PTR is the preeminent real estate operating company focusing on the development, acquisition, operation and long-term ownership of multifamily properties in the growing markets of the western United States. PTR's primary objective is generating long-term, sustainable growth in per share cash flow. As of July 31, 1996, PTR's portfolio included 44,582 operating multifamily units, 7,237 units under construction and an estimated 8,988 units in planning. In addition, PTR owns land for future development of an expected 4,093 units. FOR MORE INFORMATION, CONTACT: K. Scott Canon (800) 982-9293 or Gerard de Gunzburg (212) 838-9292 -----END PRIVACY-ENHANCED MESSAGE-----