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EL PASO, Texas--(BUSINESS WIRE)--Feb. 10, 1995--Property Trust of America (New York Stock Exchange Symbol:PTR) announced today that its Board of Trustees has set Feb. 21, 1995 as the record date for voting on the proposed merger of PTR with Security Capital Pacific Incorporated (PACIFIC) and participating in a concurrent subscription offering of up to 17.8 million common shares of beneficial interest.

A Special Meeting of shareholders has been scheduled for Thursday, March 23, 1995 at 10 a.m., Mountain time, in the Old El Paso Room, 7th Floor, State National Bank Plaza, El Paso, Texas, at which a shareholder vote on the proposed merger will be taken. Pending shareholder approval, the merger will be effective on or about March 23, 1995.

PTR announced in December 1994 that it had entered into a merger agreement with 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.

The registration statement for the common shares to be issued in the merger has been declared effective by the Securities and Exchange Commission. The merger will not be a taxable transaction for PTR or its shareholders.

PTR Chairman C. Ronald Blankenship noted that through the proposed merger, PTR will acquire, at PACIFIC's cost of $257.3 million, 18 existing multifamily assets totaling 5,703 units and land and development rights owned or under control for development of an expected 1,698 additional units.

The merger will also expand the target market to include 129 additional submarkets.

R. Scot Sellers, Managing Director--Investments noted that the expanded post-merger target market will support increased levels of development. As important, PTR will acquire PACIFIC's development and acquisitions expertise and knowledge of the Western markets as PACIFIC's operating personnel are integrated with PTR's management team.

Constance B. Moore, PTR's Managing Director--Operations, announced that as a result of the merger and a concurrent subscription offering, a minimum of $189 million in equity capital will be added to PTR's balance sheet. PTR will also adopt the name "Security Capital Pacific Trust," which will give the company an important, focused geographic identification.

Under the proposed merger structure, PTR will issue $139 million in common stock at a price of $16.375 per share in exchange for the shares of PACIFIC (at a $10 per share price, which is the actual cash price at which PACIFIC shares were previously issued). In addition, PTR will assume $112 million in debt. Security Capital Group Incorporated owns 31.9 percent of PTR's outstanding common shares and 97.6 percent of PACIFIC's shares.

In order to accommodate PTR shareholders who wish to maintain their premerger ownership positions, PTR's Board of Trustees approved the concurrent subscription offering. Under the subscription offering, holders of PTR common shares will have the opportunity to purchase up to 17.8 million common shares.

The subscription price will be $16.375, which is equal to the price for which PTR common shares will be exchanged for PACIFIC shares pursuant to the merger and the closing price of PTR common shares on the day PTR's Board of Trustees approved the merger.

Holders of PTR common shares of record on Feb. 21, 1995 will have a right to subscribe for one additional PTR common share for each 1.94 common shares they own on the record date. To the extent that shareholders do not subscribe for all common shares to which they are entitled, PTR will allocate available shares pro rata to oversubscribing shareholders, including Security Capital Group.

Security Capital Group has agreed to be a standby purchaser of $50 million of common shares to the extent that other shareholders do not subscribe for that amount of common shares.

Subscription documents and prospectuses relating to the subscription offering are expected to be mailed on or about Feb. 22, 1995. The subscription offering will expire concurrently with effectiveness of the merger.

Subscription rights are not transferable. A copy of the prospectus relating to the subscription offering may be obtained from the placement agent for the subscription offering, Security Capital Markets Group Incorporated, 399 Park Avenue, New York, N.Y. 10022.

PTR is a preeminent real estate operating company focusing on the development, acquisition, operation and long-term ownership of multifamily properties in its target market. PTR's primary objective is generating long-term, sustainable growth in per share cash flow.

At Dec. 31, 1994, PTR had 31,640 operating multifamily units, 4,526 units under construction, an expected 5,105 units in planning and land owned or under control for future development of an expected 5,498 additional units in its portfolio.

CONTACT: Property Trust of America, El Paso

Douglas K. Ball, 800/982-9293 or

Gerard de Gunzburg, 212/838-9292
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Publication:Business Wire
Date:Feb 10, 1995
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