<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 9)*
Security Capital Corporation
(Name of issuer)
Class A Common Stock, par value $0.01 per share
- --------------------------------------------------------------------------------
(Title of class of securities)
814131405
- --------------------------------------------------------------------------------
(CUSIP number)
Brian D. Fitzgerald
Capital Partners
One Pickwick Plaza, Suite 310
Greenwich, CT 06830
(203) 625-0770
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 19, 1998
- --------------------------------------------------------------------------------
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Exchange Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
(Continued on following pages)
(Page 1 of 12 Pages)
<PAGE> 2
CUSIP No. 814131405 13D Page 2 of 12 Pages
---------- ------- ------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
BRIAN D. FITZGERALD ####-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
138,929
NUMBER OF ------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,874,013
EACH ------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
138,929
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,874,013
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,012,942
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
75.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP No. 814131405 13D Page 3 of 12 Pages
---------- ------- ------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
CAPITAL PARTNERS, INC. #13-3109595
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CONNECTICUT
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
27,016
NUMBER OF ------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,319,308
EACH ------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
27,016
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,319,308
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,346,324
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
CUSIP No. 814131405 13D Page 4 of 12 Pages
---------- ------- ------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
FGS, INC. #51-0315515
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
527,689
NUMBER OF ------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,319,308
EACH ------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
527,689
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,319,308
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,846,997
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
72.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
CUSIP No. 814131405 13D Page 5 of 12 Pages
---------- ------- ------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
CP ACQUISITION, L.P. NO. 1 #51-0328383
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
3,319,308
NUMBER OF ------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH ------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
3,319,308
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,319,908
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
CUSIP No. 814131405 13D Page 6 of 12 Pages
---------- ------- ------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
FGS PARTNERS, L.P. #06-1326750
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,319,308
EACH ------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,319,308
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,319,308
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 7
Page 7 of 12 Pages
THIS STATEMENT CONSTITUTES AMENDMENT NO. 9 TO THE SCHEDULE 13D PREVIOUSLY FILED.
ITEM 1. SECURITY AND ISSUER
This statement relates to the Class A Common Stock, par value
$0.01 per share (the "Class A Common Stock"), of Security
Capital Corporation (the "Issuer"). The address of the
Issuer's principal executive offices is 1111 North Loop West,
Suite 400, Houston, Texas 77008.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended to read as follows:
(a) This amendment is being filed by Brian D. Fitzgerald, FGS,
Inc., a Delaware corporation ("FGS"), Capital Partners, Inc.,
a Connecticut corporation ("CP Inc."), CP Acquisition, L.P.
No. 1, a Delaware limited partnership ("CP Acquisition"), and
FGS Partners, L.P., a Delaware limited partnership (each, a
"Registrant" and, collectively, the "Registrants").
(b) and (c) See Schedule A hereto.
(d) and (e) During the past five years, no Registrant or any
other person listed in Schedule A hereto has (a) been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (b) been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or a finding of
any violation with respect to such laws.
(f) See Schedule A hereto.
<PAGE> 8
Page 8 of 12 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended to read as follows:
Pursuant to an Exchange Agreement, dated as of March
19, 1998, among the Issuer, each holder of Class A Preferred
Stock of the Issuer, par value $.01 per share (the "Class A
Preferred Stock"), and Brian D. Fitzgerald, effective as of
December 31, 1997, all outstanding shares of Class A Preferred
Stock, and all accrued dividends thereon, were exchanged for
shares of Class A Common Stock at an exchange price of $4.00
per share (the "Exchange"). The number of shares of Class A
Common Stock acquired by each of the Registrants and other
persons listed in Schedule A hereto in the Exchange, the
consideration used by each of such persons and the source of
such consideration are as follows:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
Number of Shares
of Class A Common Source of
Name Stock Acquired Consideration Used Consideration
---- ---------------- ------------------ -------------
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C>
Capital Partners, Inc. 27,016 650 shares of Class 00
A Preferred Stock
and $43,062 of
accrued dividends
thereon (at an
exchange price per
share of $4.00)
- ---------------------------------------------------------------------------------------
FGS, Inc. 172,900 4,160 shares of 00
Class A Preferred
Stock and $275,600
of accrued dividends
thereon (at an
exchange price per
share of $4.00)
- ---------------------------------------------------------------------------------------
CP Acquisition L.P., 962,920 23,168 shares of 00
No.1 Class A Preferred
Stock and $1,534,880
of accrued dividends
thereon (at an
exchange price per
share of $4.00)
- ---------------------------------------------------------------------------------------
A. George Gebauer 29,218 703 shares of Class 00
A Preferred Stock
and $46,574 of
accrued dividends
thereon (at an
exchange price per
share of $4.00)
- ---------------------------------------------------------------------------------------
</TABLE>
<PAGE> 9
Page 9 of 12 Pages
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended to read as follows:
(a) - (j) The purpose of the acquisition described in Item 3
by each of the persons listed therein was to exchange shares
of Class A Preferred Stock, and all accrued dividends thereon,
for shares of Class A Common Stock and thereby increase the
investment of such person in the common equity of the Issuer.
Other than as may have been previously reported herein, none
of the Registrants or any of the other persons listed in
Schedule A hereto has any plan or proposal which relates to or
would result in any of the events listed in subparagraphs
(a)-(j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended to read as follows:
(a) Number of shares of Class A Common Stock beneficially
owned as of March 19, 1998 by each of the Registrants and the
other persons listed in Schedule A hereto:
<TABLE>
<S> <C>
Brian D. Fitzgerald 4,012,942
FGS, Inc. 3,846,997
Capital Partners, Inc. 3,346,324
CP Acquisition, L.P.
No. 1 3,319,308
FGS Partners, L.P. 3,319,308
A. George Gebauer 89,198
</TABLE>
Percent of Class A Common Stock*/:
<TABLE>
<S> <C>
Brian D. Fitzgerald 75.6%
FGS, Inc. 72.5%
Capital Partners, Inc. 63.1%
CP Acquisition, L.P.
No. 1 62.6%
FGS Partners, L.P. 62.6%
A. George Gebauer 1.7%
</TABLE>
(b) Number of shares of Class A Common Stock beneficially owned as
of March 19, 1998 as to which Registrants and each of the
other persons listed in Schedule A hereto have:
(i) sole power to vote or direct the vote:
<TABLE>
<S> <C>
Brian D. Fitzgerald 138,929 shares owned of record
FGS, Inc. 527,689 shares owned of record
Capital Partners, Inc. 27,016 shares
CP Acquisition, L.P.
No. 1 3,319,308 shares owned of record
FGS Partners, L.P. 0 shares
A. George Gebauer 89,198 shares owned of record
</TABLE>
- --------
*/ Based on the 5,305,890 shares of Class A Common Stock outstanding as of
March 20, 1998.
<PAGE> 10
Page 10 of 12 Pages
(ii) shared power to vote or direct the vote:
<TABLE>
<S> <C>
Brian D. Fitzgerald 3,874,013 shares (including 3,319,308
shares owned of record by CP
Acquisition, 527,689 shares
owned of record by FGS and
27,016 shares owned of record
by Capital Partners)
FGS, Inc. 3,319,308 shares owned of record by
CP Acquisition
Capital Partners, Inc. 3,319,308 shares owned of record by
CP Acquisition
CP Acquisition, L.P. No. 1 0 shares
FGS Partners, L.P. 3,319,308 shares owned of record by
CP Acquisition
A. George Gebauer 0 shares
</TABLE>
(iii) sole power to dispose or to direct the disposition of:
<TABLE>
<S> <C>
Brian D. Fitzgerald 138,929 shares owned of record
FGS, Inc. 527,689 shares owned of record
Capital Partners, Inc. 27,016 shares
CP Acquisition, L.P. No. 1 3,319,308 shares owned of record
FGS Partners, L.P. 0 shares
A. George Gebauer 89,198 shares owned of record
</TABLE>
(iv) shared power to dispose or to direct the disposition of:
<TABLE>
<S> <C>
Brian D. Fitzgerald 3,874,013 shares (including 3,319,308
shares owned of record by CP
Acquisition, 527,689 shares
owned of record by FGS and
27,016 shares owned of record
by Capital Partners)
FGS, Inc. 3,319,308 shares owned of record by
CP Acquisition
Capital Partners, Inc. 3,319,308 shares owned of record by
CP Acquisition
CP Acquisition, L.P. No. 1 0 shares
FGS Partners, L.P. 3,319,308 shares owned of record by
CP Acquisition
A. George Gebauer 0 shares
</TABLE>
(c) The only acquisitions within the past 60 days are
described in Item 3 and were closed on March 19,
1998, effective as of December 31, 1997.
<PAGE> 11
Page 11 of 12 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is hereby amended to add the following exhibit:
(a) Joint Filing Agreement, dated as of April 3,
1998, among Brian D. Fitzgerald, FGS, Inc.,
Capital Partners, Inc., CP Acquisition, L.P.
No. 1 and FGS Partners, L.P.
(b) Exchange Agreement, among Security Capital
Corporation, each holder of Class A
Preferred Stock and Brian D. Fitzgerald.
<PAGE> 12
Page 12 of 12 Pages
SIGNATURES
After reasonable inquiry and to the best of the knowledge and
belief of each of the undersigned, each of the undersigned certifies that the
information set forth in this Amendment No. 9 to Schedule 13D is true, complete
and correct.
Dated: April 3, 1998
/s/Brian D. Fitzgerald FGS PARTNERS, L.P.
- ----------------------------- By Capital Partners, Inc.
BRIAN D. FITZGERALD General Partner
BY: /s/ A. George Gebauer
-----------------------------
A. George Gebauer
Vice President
CP ACQUISITION, L.P. NO. 1 FGS, INC.
By: FGS, Inc.
General Partner
By: /s/ A. George Gebauer
-----------------------------
A. George Gebauer
By: /s/ A. George Gebauer Vice President
--------------------------
A. George Gebauer
Vice President
CAPITAL PARTNERS, INC.
By: /s/ A. George Gebauer
---------------------------
A. George Gebauer
Vice President
<PAGE> 13
SCHEDULE A
Schedule A is hereby amended to read as follows:
FGS, Inc.
1105 North Market Street
Suite 1300
P.O. Box 8985
Wilmington, Delaware 19899
Controlling Persons, Executive Officers and Directors of
FGS, Inc., a Delaware corporation
Brian D. Fitzgerald President, Treasurer, Director
A. George Gebauer Vice President, Secretary, Director
Frank J. Sokol Vice President, Director
John A. Oscar Assistant Secretary, Director
Calvin A. Neider Vice President
Mr. Oscar is principally employed as Vice President of
Delaware Corporate Management, Inc., 1105 North Market Street, Suite 1300, P.O.
Box 8985, Wilmington, Delaware 19899. Mr. Oscar does not beneficially own any
shares of Class A Common Stock of the Issuer.
Messrs. Fitzgerald, Gebauer and Neider are principally
employed as partners of Capital Partners, One Pickwick Plaza, Suite 310,
Greenwich, Connecticut 06830.
All of the foregoing individuals are United States citizens.
Capital Partners, Inc.
One Pickwick Plaza, Suite 310
Greenwich, Connecticut 06830
Controlling Persons, Executive Officers and Directors of
Capital Partners, Inc., a Connecticut corporation
Brian D. Fitzgerald President, Treasurer and Director
A. George Gebauer Vice President
Harold F. Doolittle Vice President
James G. Andersen Vice President
Calvin A. Neider Vice President
<PAGE> 14
Grace M. Santacqua Secretary
John M. Ramey Vice President
Messrs. Doolittle, Andersen and Ramey and Ms. Grace M.
Santacqua are principally employed as officers of Capital Partners, Inc., the
business address of which is set forth above. None of such persons beneficially
owns any shares of Class A Common Stock of the Issuer.
FGS Partners, L.P.
1105 North Market Street
Suite 1300
P.O. Box 8985
Wilmington, Delaware 19899
FGS Partners, L.P. is a Delaware limited partnership.
General Partner: Capital Partners, Inc.
See the description of Capital Partners, Inc. above for a
description of its controlling persons, executive officers and directors.
CP Acquisition, L.P. No. 1
1105 North Market Street
Suite 1300
P.O. Box 8985
Wilmington, Delaware 19899
CP Acquisition, L.P. No. 1 is a Delaware limited partnership.
General Partners: Capital Partners, Inc.
FGS, Inc.
FGS Partners, L.P.
See the description of the three general partners above for a
description of the controlling persons, executive officers and directors
thereof.
<PAGE> 15
Brian D. Fitzgerald
c/o Capital Partners, Inc.
One Pickwick Plaza, Suite 310
Greenwich, Connecticut 06830
See the description of Mr. Brian D. Fitzgerald under the
description of FGS, Inc. above.
A. George Gebauer
c/o Capital Partners, Inc.
One Pickwick Plaza, Suite 310
Greenwich, Connecticut 06830
See the description of Mr. A. George Gebauer under the
description of FGS, Inc. above.
<PAGE> 16
Index of Exhibits
to Amendment No. 9 to
Schedule 13D
Number Exhibit
1. Joint Filing Agreement, dated as of April 3, 1998, among
Brian D. Fitzgerald, FGS, Inc., Capital Partners, Inc., CP
Acquisition, L.P. No. 1 and FGS Partners, L.P.
2. Exchange Agreement, among Security Capital Corporation, each
holder of Class A Preferred Stock and Brian D. Fitzgerald.
<PAGE> 1
JOINT FILING AGREEMENT
JOINT FILING AGREEMENT, dated as of the 3rd day of April,
1998, among BRIAN D. FITZGERALD, FGS, INC., CAPITAL PARTNERS, INC., CP
ACQUISITION, L.P. NO. 1 and FGS PARTNERS, L.P. (COLLECTIVELY, THE "JOINT
FILERS").
WHEREAS, pursuant to Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), the parties hereto desire
to satisfy any filing obligation under Section 13(d) of the Exchange Act by a
single joint filing;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, the Joint Filers hereby agree and represent
as follows:
1. Amendment No. 9 to the Schedule 13D with respect to the
Class A Common Stock, par value $.01 per share, of Security Capital Corporation
(to which this Joint Filing Agreement is an exhibit) is filed on behalf of each
of the Joint Filers.
2. Each of the Joint Filers is eligible to use Schedule 13D
for the filing of information therein contained.
3. Each of the Joint Filers is responsible for the timely
filing of Schedule 13D and any amendments thereto, and for the completeness and
accuracy of the information concerning such person contained therein, provided
that each such person is not responsible for the completeness or accuracy of the
information concerning the other persons making the filing, unless such person
knows or has reason to believe that such information is inaccurate.
<PAGE> 2
IN WITNESS WHEREOF, the undersigned have caused this Joint
Filing Agreement to be duly executed and delivered as of the date first above
written.
/s/Brian D. Fitzgerald FGS PARTNERS, L.P.
- ------------------------------- By Capital Partners, Inc.
BRIAN D. FITZGERALD General Partner
By: /s/A. George Gebauer
---------------------------
A. George Gebauer
Vice President
CP ACQUISITION, L.P. NO. 1 FGS, INC.
By: FGS, Inc.
General Partner
By: /s/A. George Gebauer
-------------------------
A. George Gebauer
By: /s/A. George Gebauer Vice President
----------------------------
A. George Gebauer
Vice President
CAPITAL PARTNERS, INC.
By: /s/A. George Gebauer
----------------------------
A. George Gebauer
Vice President
<PAGE> 1
EXCHANGE AGREEMENT
EXCHANGE AGREEMENT dated as of March 19, 1998 among Security
Capital Corporation (the "Company"), CP Acquisition, L.P. No. 1, FGS, Inc.,
Capital Partners, Inc., A. George Gebauer, Frank J. Sokol, John A. Bogardus, Jr.
and the Trust dated 6/26/81 f/b/o the children of Brian D. Fitzgerald
(collectively, the "Stockholders"), and Brian D. Fitzgerald (solely with respect
to Section 4.3 of this Agreement).
W I T N E S S E T H :
WHEREAS, Capital Partners, Inc., on behalf of the holders of
all the outstanding shares of the Company's Class A Preferred Stock, par value
$.01 per share (the "Class A Preferred Stock"), has suggested that the Company
consider an exchange of all the outstanding shares of the Class A Preferred
Stock, and all accrued dividends thereon, for shares of the Company's Class A
Common Stock (as defined below), at an exchange price per share equal to $4.00;
and
WHEREAS, as of December 31, 1997, 30,000 shares of Class A
Preferred Stock were outstanding, and such shares had an aggregate liquidation
preference of $3,000,000, not including accrued dividends thereon of $1,987,500;
and
WHEREAS, the Company and the Stockholders desire that the
Stockholders exchange shares of the Company's Preferred Stock and all accrued
dividends thereon for shares of the Company's Class A Common Stock, upon the
terms set forth herein;
NOW, THEREFORE, in consideration of the premises and the
mutual agreements and covenants hereinafter set forth, the parties hereto hereby
agree as follows:
SECTION 1. Exchange of Shares
(a) Exchange Shares. Subject to the terms and
conditions set forth herein, each Stockholder shall tender all shares of the
Class A Preferred Stock held by it as of December 31, 1997, in exchange for
shares of Class A Common Stock, par value $.01 per share (the "Class A Common
Stock"), of the Company (the "Exchange"). The shares of Class A Common Stock to
be received by the Stockholders in the Exchange shall be hereinafter referred
<PAGE> 2
to as the "Exchange Shares" and shall be calculated as to each Stockholder as
follows:
<TABLE>
<S> <C>
Number of Exchange Shares =
(number of shares of Class A Preferred Stock X $100.00) + all accrued dividends thereon
- ----------------------------------------------------------------------------------------
$4.00
</TABLE>
Schedule 1 to this Agreement lists, as to each Stockholder, the number of shares
of Class A Preferred Stock held, the accrued dividends thereon and the number of
Exchange Shares to be received in the Exchange.
(b) The Exchange. Subject to the terms and conditions set
forth herein, the Exchange shall close on March 19, 1998 (the "Closing Date"),
and shall be effective as of December 31, 1997 (the "Exchange Date").
Certificates representing shares of Class A Preferred Stock shall be canceled as
of the Exchange Date and, upon presentation of the canceled certificates to the
Company, Stockholders shall be entitled to receive certificate(s) representing
the Exchange Shares for which such canceled shares have been exchanged, and all
other rights of the Stockholders as to the shares of Class A Preferred Stock
being exchanged shall cease. All certificates representing the Exchange Shares
shall conspicuously bear the following legend:
"The shares represented by this certificate are subject to
certain restrictions on transfers set forth in Article FOURTH (C) of the
Company's Certificate of Incorporation, the full text of which is printed on the
reverse side of this certificate. ANY DIRECT OR INDIRECT ATTEMPT TO ACQUIRE
CLASS A COMMON STOCK OF THE COMPANY OR CONTINGENT OR NONCONTINGENT RIGHTS TO
ACQUIRE SUCH STOCK IN VIOLATION OF SUCH RESTRICTIONS SHALL BE NULL AND VOID AND
MAY RESULT IN FINANCIAL LOSS TO THE PERSON OR ENTITY ATTEMPTING SUCH
ACQUISITION."
SECTION 2. Representations, Warranties
and Agreements of the Company
The Company represents and warrants to and agrees with the
Stockholders as follows (which representations, warranties and agreements shall
survive the Closing Date):
2.1 Execution, Etc. This Agreement has been duly executed and
delivered by the Company and constitutes the legal, valid and binding obligation
of the Company, enforceable against it in accordance with its terms, subject to
the effect of any applicable bankruptcy, reorganization, insolvency (including
without limitation all laws relating to fraudulent transfers), moratorium or
similar laws affecting creditors' rights and remedies generally and subject to
general principles of equity (regardless of whether considered in a proceeding
at law or in equity).
2
<PAGE> 3
2.2 Consents. No consent, approval or authorization of, or any
registration, filing, qualification or declaration with, any federal, state,
local or foreign governmental authority or any other person is required on the
part of the Company in connection with the execution and delivery of this
Agreement or the consummation of the transactions contemplated hereby.
2.3 No Violations, etc.. Neither the Exchange nor the
consummation of any of the other transactions contemplated by this Agreement,
nor the fulfillment of the terms of this Agreement by the Company conflicts
with, results in a breach of or constitutes a default under any agreement,
contract, mortgage, note, undertaking, indenture or other agreement or
instrument to which the Company is a party or by which it is bound or to which
its assets are subject, or any judgment, writ, decree, order, statute, rule or
regulation applicable to the Company or to which its assets are subject.
SECTION 3. Representations, Warranties and Agreements
of the Stockholders
Each Stockholder severally represents and warrants to and
agrees with the Company as follows (which representations, warranties and
agreements shall survive the Closing Date):
3.1 Execution, Etc. This Agreement has been duly executed and
delivered by such Stockholder and constitutes the legal, valid and binding
obligation of such Stockholder, enforceable against it in accordance with its
terms, subject to the effect of any applicable bankruptcy, reorganization,
insolvency (including without limitation all laws relating to fraudulent
transfers), moratorium or similar laws affecting creditors' rights and remedies
generally and subject to general principles of equity (regardless of whether
considered in a proceeding at law or in equity).
3.2 Consents. No consent, approval or authorization of, or any
registration, filing, qualification or declaration with, any federal, state,
local or foreign governmental authority or any other person is required on the
part of such Stockholder in connection with the execution and delivery of this
Agreement or the consummation of the transactions contemplated hereby.
3.3 No Violations, etc. Neither the Exchange nor the
consummation of any of the other transactions contemplated by this Agreement,
nor the fulfillment of the terms of this Agreement by such Stockholder conflicts
with, results in a breach of or constitutes a default under any agreement,
contract, mortgage, note, undertaking, indenture or other agreement or
instrument to which such Stockholder is a party or by which it is bound or to
which its assets are subject, or any judgment, writ, decree, order, statute,
rule or regulation applicable to such Stockholder or to which its assets are
subject.
3
<PAGE> 4
3.4 Title to Shares. Such Stockholder is the record and
beneficial owner of the shares of Class A Preferred Stock listed opposite its
name on Schedule 1 to this Agreement and owns such shares free and clear of all
liens, claims, charges, encumbrances, rights of third parties and security
interests of any kind or nature whatsoever including, without limitation, any
restrictions on the voting or transfer thereof.
SECTION 4. Covenants and Other Agreements
4.1 Listing of Exchange Shares. The Company will use its best
efforts to cause all of the Exchange Shares to be listed on the Pacific Stock
Exchange or any securities exchange or interdealer quotation system on which
similar securities issued by the Company are listed.
4.2 Registration Rights. The Stockholders are hereby granted
rights relating to the registration of the Exchange Shares under the Securities
Act of 1933, as amended, identical to any such rights previously granted to
Capital Partners, Inc. in respect of shares of Class A Common Stock owned by it.
4.3 "Going Private" Transactions. Brian D. Fitzgerald hereby
agrees that neither he nor any entity controlled by him will, directly or
indirectly, propose or effect, during the five-year period following the
Exchange Date any Rule 13e-3 transaction (within the meaning of Rule 13e-3 under
the Securities Exchange Act of 1934, as amended (the "Exchange Act")) which (i)
involves any class of equity securities of the Company which is (x) subject to
Section 12(g) or Section 15(d) of the Exchange Act or (y) listed on a national
securities exchange or authorized to be quoted in an inter-dealer quotation
system, and (ii) has one of the effects referred to in Rule 13e-3(a)(3)(ii).
4.4 Certificate of Incorporation. The Company hereby agrees to
use its best efforts to cause a proposal to amend the Company's Amended and
Restated Certificate of Incorporation to delete Article Twelfth therefrom to be
submitted to its stockholders at the 1998 Annual Meeting of stockholders.
SECTION 5. Conditions to the Parties' Obligations
5.1 Conditions to Each Stockholder's Obligation.
(a) Each Stockholder's obligation to participate in
the Exchange is subject to the satisfaction, at or before the Exchange Date and
the Closing Date, of each of the following conditions:
4
<PAGE> 5
(i) The representations and warranties of the Company
shall be true and accurate in all respects at and as of the
Exchange Date and the Closing Date.
(ii) The Company shall have performed in all respects
all obligations required by this Agreement to be performed by
it before or on the Closing Date.
5.2 Conditions to the Company's Obligation.
(a) The Company's obligation to issue the Exchange Shares is
subject to the satisfaction, at or before the Exchange Date and the Closing
Date, of each of the following conditions:
(i) The Stockholders shall have delivered to the
Company the shares of Class A Preferred Stock pursuant to
Section 1 of this Agreement.
(ii) The representations and warranties of the
Stockholders set forth in this Agreement shall be true and
accurate in all respects at and as of the Exchange Date and
the Closing Date.
(iii) The Stockholders shall have performed in all
respects all obligations required by this Agreement to be
performed by them before or on the Closing Date.
SECTION 6. Miscellaneous
6.1 Benefits; Assignments. This Agreement shall inure
exclusively to the benefit of and be binding upon the parties hereto and their
respective successors and permitted assigns. This Agreement may not be assigned
by the Company or any Stockholder without the prior written consent of the
other.
6.2 Amendment and Waiver. No provision of this Agreement may
be amended or otherwise modified except in writing executed by the Company and
the Stockholders holding, at the time of any amendment, a majority in interest
of the Exchange Shares. Any waiver by any party of a breach of any provision of
this Agreement shall not operate as or be construed to be a waiver of any other
breach of such provision or of any breach of any other provisions of this
Agreement. The failure of a party to insist upon strict adherence to any term of
this Agreement on one or more occasions shall not be considered a waiver or
deprive that party of the right thereafter to insist upon strict adherence to
that term or any other term of this Agreement. Any waiver must be in writing.
5
<PAGE> 6
6.3 Governing Law; Headings. This Agreement shall be governed
by and construed in accordance with the laws of the State of New York without
giving effect to conflict of laws, except to the extent that the Delaware
General Corporation Law applies, in which case such law shall apply. The
headings in this Agreement are for convenience only and shall not affect the
construction hereof.
6.4 Severability. If any provision of this Agreement shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
6.5 Counterparts. This Agreement may be executed in any number
of counterparts, each of which will be deemed an original and all of which
together will be deemed to be one and the same instrument, and all signatures
need not appear on any one counterpart.
6.6 Entire Agreement. This Agreement constitutes the entire
agreement between the parties and supersedes all other prior agreements and
understandings, both written and oral, between the parties with respect to the
Exchange. Any certificate or other document delivered pursuant to or in
connection with this Agreement shall be deemed to be part of this Agreement.
6
<PAGE> 7
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
SECURITY CAPITAL CORPORATION
By: /s/ A. George Gebauer
------------------------------------
Name: A. George Gebauer
Title: President
CP ACQUISITION, L.P. NO.1
By: Capital Partners, Inc.
General Partner
By: /s/ A. George Gebauer
------------------------------------
Name: A. George Gebauer
Title: Vice President
FGS, INC.
By: /s/ A. George Gebauer
------------------------------------
Name: A. George Gebauer
Title: Vice President
CAPITAL PARTNERS, INC.
By: /s/ A. George Gebauer
------------------------------------
Name: A. George Gebauer
Title: Vice President
/s/ A. George Gebauer
------------------------------------
A. George Gebauer
7
<PAGE> 8
/s/ Frank J. Sokol
------------------------------------------------
Frank J. Sokol
/s/ John A. Bogardus, Jr.
-----------------------------------------------
John A. Bogardus, Jr.
TRUST DATED 6/26/81
F/B/O THE CHILDREN OF
BRIAN D. FITZGERALD
By: /s/ James E. Fitzgerald
-----------------------------------------------
Name: James E. Fitzgerald
Title: Trustee
/s/ Brian D. Fitzgerald
-----------------------------------------------
Brian D. Fitzgerald (solely for purposes of
Section 4.3)
8
<PAGE> 9
<TABLE>
<CAPTION>
Schedule 1
As of December 31, 1997
No. of No. of Shares
Shares of Class A Principal Accrued Total of Class A Common
Holder Preferred Stock Amount Dividends Principal & Dividends Stock at $4/Share
- ------ --------------- ---------- ---------- --------------------- -----------------
<S> <C> <C> <C> <C> <C>
CP Acquisition L.P., No. 1 23,168 $2,316,800 $1,534,880 $3,851,680 962,920
FGS, Inc. 4,160 416,000 275,600 691,600 172,900
Capital Partners, Inc. 650 65,000 43,062 108,062 27,016
A. George Gebauer 703 70,300 46,574 116,874 29,218
Frank J. Sokol 335 33,500 22,194 55,694 13,923
John A. Bogardus, Jr 334 33,400 22,127 55,527 13,882
Trust Dated 6/26/81 FBO Children of
Brian D. Fitzgerald, James E
Fitzgerald, Trustee 650 65,000 43,063 108,063 27,016
---------------------------------------------------------------------------------------
30,000 $3,000,000 $1,987,500(1) $4,987,500 1,246,875
=======================================================================================
</TABLE>
(1) $66.25 accrued dividends per share as of 12/31/97.
