Exhibit 2.14
THIRD AMENDMENT
TO
MERGER AND ISSUANCE AGREEMENT
THIS THIRD AMENDMENT TO MERGER AND ISSUANCE AGREEMENT (this
"Amendment") is made and entered into as of July 22, 1997, by and between
Security Capital Pacific Trust, a Maryland real estate investment trust
("PTR"), and Security Capital Group Incorporated, a Maryland corporation
("Security Capital").
WHEREAS, PTR and Security Capital are parties to that certain Merger
and Issuance Agreement, dated as of March 24, 1997, as amended on April 21,
1997 and June 26, 1997 (as so amended, the "Merger Agreement"), pursuant to
which, among other matters, PTR and Security Capital agreed to merge
subsidiaries of Security Capital performing REIT management and property
management services with respect to PTR with and into a subsidiary of PTR
in exchange for common shares of beneficial interest of PTR; and
WHEREAS, the parties desire to amend the terms of the Merger Agreement
to clarify certain ambiguities and to clarify the rights and obligations
of the parties with respect to the matters set forth herein.
NOW, THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
Section 1. Section 2.3 of the Merger Agreement is hereby amended and
restated in its entirety as follows:
SECTION 2.3 THE RIGHTS OFFERING. PTR shall distribute as a
dividend to each holder of record of PTR Common Shares, as of the close
of business on the PTR Shareholders' Approval Record Date, rights to
purchase PTR Common Shares entitling such holder to subscribe for and
purchase PTR Common Shares during the period commencing on the date the
PTR Prospectus is mailed to such holders and expiring on the close of
business on the date of the Merger Closing (the "Rights Offering
Expiration Date"). The issuance of such rights and the issuance of PTR
Common Shares upon exercise of such rights shall be registered under
the PTR Registration Statement and PTR shall use its best efforts to
cause the rights to be tradeable on the Exchange on which the PTR
Common Shares are listed. Each holder of PTR Common Shares shall
receive one (1) right for every one (1) PTR Common Share held of record
by such holder as of the PTR Shareholders' Approval Record Date. The
exercise price per PTR Common Share for such rights shall be equal to
the amount determined by the PTR Board (or a duly authorized committee
thereof); provided, that in the event that the Fair Market Value of an
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PTR Common Share is more than $27.11475, then the exercise price per
PTR Common Share shall be $27.11475; and
provided, further, that the exercise price per PTR Common Share shall
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in no event (other than as described in the preceding proviso) be less
than 94% of the Fair Market Value of a PTR Common Share. PTR shall make
available for issuance in the rights offering, up to a maximum number
of PTR Common Shares equal to the difference between (X) the amount
determined by dividing (A) the number of PTR Common Shares issuable
pursuant to Section 2.1 by (B) the percentage of all outstanding PTR
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Common Shares owned by SCG on the PTR Shareholders' Approval Record
Date (the amount determined pursuant to this clause (X) being the
"Rights Offering Amount") and (Y) the number of PTR Common Shares
issuable to SCG pursuant to Section 2.1. Each holder shall be entitled
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to acquire one (1) PTR Common Share by paying the exercise price as
determined above and surrendering that number of rights (rounded down
to the nearest whole right) equal to the amount determined by dividing
the aggregate number of PTR Common Shares outstanding on the PTR
Shareholders' Approval Record Date by the Rights Offering Amount. SCG
agrees that it shall not exercise or sell or otherwise transfer any
rights issued to it pursuant to this Section 2.3 and SCG shall not
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purchase or otherwise acquire any rights. Any PTR Common Shares that
are not subscribed for by shareholders may be offered to other
shareholders pursuant to an over subscription privilege and, if not
fully subscribed for by shareholders, may be sold to third parties. The
REIT Manager shall, at its own expense, engage an affiliate of SCG to
assist PTR in selling PTR Common Shares to third parties.
Section 2. Capitalized terms used but not otherwise defined herein
shall have the respective meanings ascribed thereto in the Merger Agreement.
Section 3. Except as otherwise specifically modified hereby, the Merger
Agreement shall remain in full force and effect.
* * * * *
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
signed by their respective officers thereunto duly authorized as of the
date first written above.
SECURITY CAPITAL PACIFIC TRUST
By: /S/ R. XXXX XXXXXXX
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R. Xxxx Xxxxxxx
President and Chief Executive Officer
SECURITY CAPITAL GROUP INCORPORATED
By: /S/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx
Senior Vice President
