-----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, C36aIg1LTypJrEhXJjU7GawgKkd3A7E7TPO5XQld0JD4WEEIAHXHQSbktOOzqMUp LNKDOGVCJ1CVqNCOt+PVPg== 0000950131-96-005148.txt : 19961023 0000950131-96-005148.hdr.sgml : 19961022 ACCESSION NUMBER: 0000950131-96-005148 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19961017 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961021 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: 96645696 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) October 17, 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 October 17, 1996, the Registrant announced the closing of the Homestead Village(R) Merger Agreement and on October 18, 1996, the Registrant mailed a notice to the holders of the Cumulative Convertible Series A Preferred Shares regarding an adjustment to the conversion price. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 Press Release dated October 17, 1996. 99.2 Notice to Holders of Cumulative Convertible Series A Preferred Shares Regarding the Adjustment to the Conversion Price. 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: October 21, 1996 By: /s/ Jeffrey A. Klopf ----------------------------------- Jeffrey A. Klopf Senior Vice President and Secretary EX-99.1 2 PRESS RELEASE DATED OCTOBER 17, 1996 Exhibit 99.1 Press Release For Immediate Release SECURITY CAPITAL PACIFIC TRUST Announces Closing of Homestead Village(R) Merger Agreement October 17, 1996 -- Security Capital Pacific Trust (New York Stock Exchange Symbol: PTR) today announced the closing of the merger and distribution agreement under which its Homestead Village(R) properties have been spun off to a newly formed company, Homestead Village Incorporated (Homestead). PTR also announced that its Board of Trustees declared a distribution of all 9,485,727 shares of Homestead common stock and warrants to purchase an additional 6,363,789 Homestead common shares which PTR received in the spin-off. The distribution will be payable on November 12, 1996, to shareholders of record on October 29, 1996. The exact number of Homestead securities payable per PTR common share will depend on the number of PTR common shares outstanding on the distribution record date. Each PTR common shareholder as of the distribution record date will receive a maximum of .127974 shares of Homestead common stock and .085855 Homestead warrants per PTR common share, and a minimum of .113475 shares of Homestead common stock and .076128 Homestead warrants per PTR common share, plus cash for fractional shares and warrants. 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 August 31, 1996, and giving effect to the Homestead spin-off, PTR's portfolio included 41,739 operating multifamily units, 5,663 units under construction and an estimated 6,125 units in planning. In addition, PTR owns land for future development of an expected 3,936 units. FOR MORE INFORMATION, CONTACT: K. Scott Canon (800) 982-9293 or Gerard de Gunzburg (212) 838-9292 EX-99.2 3 NOTICE TO HOLDERS OF CUM CONVT SERIES A Exhibit 99.2 SECURITY CAPITAL PACIFIC TRUST 7777 Market Center Avenue El Paso, Texas 77912 NOTICE TO HOLDERS OF SECURITY CAPITAL PACIFIC TRUST CUMULATIVE CONVERTIBLE SERIES A PREFERRED SHARES OF BENEFICIAL INTEREST OF ADJUSTMENT TO CONVERSION PRICE October 17, 1996 Dear Preferred Shareholder: Security Capital Pacific Trust ("PTR") hereby gives you notice that a distribution (the "Distribution") of shares of common stock of Homestead Village Incorporated, a Maryland corporation ("Homestead"), $0.01 par value per share (the "Homestead Common Stock"), and warrants of Homestead, each to purchase one share of Homestead Common Stock, at an exercise price of $10.00 per share (the "Homestead Warrants" and, together with the Homestead Common Stock, the "Homestead Securities"), will be made by PTR on November 12, 1996, or as soon thereafter as practicable, to holders of common shares of beneficial interest of PTR, $1.00 par value per share (the "PTR Common Shares"), of record at the close of business on October 29, 1996 (the "Distribution Record Date"). This notice is made pursuant to Section 6(f) of the Articles Supplementary (the "Articles Supplementary") for the Cumulative Convertible Series A Preferred Shares of Beneficial Interest (the "Series A Preferred Shares") of PTR, dated as of November 22, 1993. In accordance with the Articles Supplementary, and as described in more detail below, there will be an adjustment in the conversion price of the Series A Preferred Shares immediately after the Distribution Record Date. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Articles Supplementary. Merger and Distribution Agreement. PTR will distribute an aggregate of 9,485,727 shares of Homestead Common Stock and 6,363,727 Homestead Warrants to PTR common shareholders of record on the Distribution Record Date. The number of shares of Homestead Common Stock and the number of Homestead Warrants to be received per PTR common share in the Distribution will depend on the number of PTR Common Shares outstanding on the Distribution Record Date. Based on the number of PTR Common Shares outstanding on October 16, 1996, each PTR common shareholder would receive .127974 shares of Homestead Common Stock and .085855 Homestead Warrants for each PTR Common Share held. Cash will be paid in lieu of any fractional shares of Homestead Common Stock and fractional Homestead Warrants. See "Conversion of Series A Preferred Shares" for a description of additional PTR Common Shares which may be issuable before the Distribution Record Date. The Distribution is being made in connection with the transactions contemplated by the Merger and Distribution Agreement (the "Merger Agreement ") among PTR, Security Capital Atlantic Incorporated, a Maryland corporation, Security Capital Group Incorporated, a Maryland corporation, and Homestead. The Merger Agreement and the transactions contemplated thereby have been approved by the Board of Trustees and by the PTR common shareholders at a Special Meeting of the holders of PTR Common Shares held on September 12, 1996, and the Merger Agreement closed on October 17, 1996. For your information, enclosed is a PTR Proxy Statement, dated August 13, 1996, with a Prospectus dated August 13, 1996 of Homestead, prepared for the PTR Special Meeting, for information concerning the Distribution, Homestead and the Homestead Securities. Conversion Price Adjustment. The current conversion price for the Series A Preferred Shares is $20.556 per share. Immediately after the Distribution Record Date, the conversion price for the Series A Preferred Shares will be adjusted so that it equals the price determined by multiplying (I) the conversion price in effect immediately prior to the close of business on the Distribution Record Date by (II) a fraction, the numerator of which shall be the Fair Market Value per PTR Common Share less the fair market value (as determined by the Chairman of the Board of PTR or the Board of Trustees of PTR, whose determination shall be conclusive), as of the Distribution Record Date, of the fraction of a Homestead Common Stock and Homestead Warrant to be distributed per PTR Common Share, and the denominator of which shall be the Fair Market Value of a PTR Common Share. The Fair Market Value of a PTR Common Share will be based on the closing prices of PTR Common Shares on the New York Stock Exchange for five consecutive trading days selected by PTR during the 20-trading day period beginning on October 1, 1996. Such adjustment shall become effective immediately at the opening of business on the Business Day next following the Distribution Record Date and will be announced at that time. PTR may defer until the occurrence of the Distribution (A) issuing to the holder of any Series A Preferred Share converted after the Distribution Record Date and before the occurrence of the Distribution the additional PTR Common Shares issuable upon such conversion by reason of the adjustment required by the Distribution over and above the PTR Common Shares issuable upon such conversion before giving effect to such adjustment and (B) paying to such holder any amount of cash in lieu of any fractional shares of scrip representing fractions of PTR Common Shares. Conversion of Series A Preferred Shares. Only holders of Series A Preferred Shares who elect to convert their Series A Preferred Shares into PTR Common Shares in accordance with the Articles Supplementary on or before the Distribution Record Date will participate in the Distribution. To convert Series A Preferred Shares, the holder must deliver certificates for the Series A Preferred Shares to be converted and a properly completed notice of conversion to Chase Mellon Shareholder Services, the transfer agent for the Series A Preferred Shares, at the address set forth below, before 5:00 p.m. New York time, on October 29, 1996, the Distribution Record Date. If by regular mail: If by overnight mail or hand delivery: ChaseMellon Shareholder ChaseMellon Shareholder Services, L.L.C. Services, L.L.C. Attn: Reorganization Department Attn: Reorganization Department Midtown Station 120 Broadway, 13th Floor P.O. Box 845 New York, NY 10271 New York, NY 10018 As of October 16, 1996, there were issued and outstanding 7,763,800 shares of Series A Preferred Shares which are convertible into an aggregate of 9,442,334 PTR Common Shares and options to acquire 28,000 PTR Common Shares under the Share Option Plan for Outside Trustees. To the extent that any Series A Preferred Shares are converted into, or options are exercised for, PTR Common Shares prior to the Distribution Record Date, such conversions or exercises will result in a proportionate reduction in the amount of Homestead Securities to be received by each PTR common shareholder. If all outstanding Series A Preferred Shares were converted into, and all outstanding options exercised for, PTR Common Shares prior to the Distribution Record Date, an additional 9,470,334 PTR Common Shares would be issued, which would result in each PTR common shareholder receiving .113475 shares of Homestead Common Stock and .076128 Homestead Warrants per PTR Common Share in the Distribution plus cash for fractional shares and fractional warrants. PTR is not making any recommendations to any holder of Series A Preferred Shares whether to convert and therefore participate in the Distribution, or to retain its Series A Preferred Shares. Tax Consequences Resulting from the Distribution. The Distribution will have certain Federal income tax consequences for holders of Series A Preferred Shares who convert their Series A Preferred Shares, as well as those holders who do not convert their Series A Preferred Shares. A holder of Series A Preferred Shares which does not convert its Series A Preferred Shares into PTR Common Shares before the Distribution Record Date will receive a "deemed distribution" under Section 305(c) of the Internal Revenue Code of 1986, as amended (the "Code"), as a result of the conversion price adjustment. The deemed distribution will be treated as a taxable dividend to such holder to the extent that the current and accumulated earnings and profits (the "E&P") of PTR are allocated to such deemed distribution and will result in a corresponding increase in such holder's tax basis in its Series A Preferred Shares. The amount of the deemed distribution which exceeds the allocated E&P will be treated as a nontaxable reduction (although not below zero) of such holder's tax basis in its Series A Preferred Shares. However, immediately following such reduction in tax basis, such holder will have a corresponding increase in its tax basis in its Series A Preferred Shares. To the extent that the deemed distribution exceeds such holder's tax basis in its Series A Preferred Shares, the deemed distribution will be treated as gain to such holder. Any such gain will constitute capital gain to such holder if the holder holds its Series A Preferred Shares as a capital asset, and will constitute long-term capital gain if such holder has held its shares for at least one year. Again, such gain will result in a corresponding increase in such holder's tax basis in its Series A Preferred Shares. To the extent that PTR has a net capital gain for the taxable year, it may designate all or a portion of any dividend distributed as a capital gain dividend. In this event, holders will be provided written notice of such designation within 30 days after the close of PTR's taxable year. Holders will be taxed at the long-term capital gains rate on any such capital gain dividends regardless of the shareholders' holding period of its Series A Preferred Shares. The amount of capital gain dividends which may be designated by PTR will be reduced by any capital loss carryovers of PTR. Gain recognized by PTR as a result of the Distribution will constitute capital gain to the extent attributable to properties held by PTR and its subsidiaries in excess of one year prior to the Distribution and PTR anticipates that it will designate dividends attributable to any net capital gain resulting from the Distribution as capital gain dividends. PTR is required to report the amount distributed to shareholders as a result of the deemed distribution (and the allocation of such amount among ordinary dividends, capital gain dividends and return of capital) to the IRS and each holder of Series A Preferred Shares which does not convert on Form 1099-DIV. A holder of Series A Preferred Shares which elects to convert such shares prior to the Distribution Record Date will generally be treated in the same manner as a holder of PTR Common Shares with respect to the Distribution. For a discussion of the material United States Federal income tax consequences to such a holder, see "Federal Income Tax Consequences" beginning on page 36 of the enclosed PTR Proxy Statement. If you have any questions regarding this Notice, please call K. Scott Canon at (800) 982-9293 or Gerard de Gunzburg at (212) 838-9292. SECURITY CAPITAL PACIFIC TRUST Jeffrey A. Klopf Secretary Enclosures -----END PRIVACY-ENHANCED MESSAGE-----