SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES
EXCHANGE ACT OF 1934 (THE "EXCHANGE ACT")
SECURITY CAPITAL CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 13-3003070
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
1111 NORTH LOOP WEST, SUITE 400, HOUSTON, TEXAS 77008
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of aIf this form relates to the
registration of a class of securities pursuant to Section class of securities
pursuant to Section 12(b) of the Exchange Act and is effective 12(g) of the
Exchange Act and is effective pursuant to General Instruction A.(c), pursuant to
General Instruction A.(d), please check the following box. |X| please check the
following box. |_|
Securities Act registration statement file number to which this form relates:
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Exchange Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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CLASS A COMMON STOCK, PAR VALUE AMERICAN STOCK EXCHANGE
$.01/SHARE
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Securities to be registered pursuant to Section 12(g) of the Exchange Act:
NONE
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The shares of Class A Common Stock , par value $.01 per share (the
"Class A Common Stock") are equity securities of the Company entitling the
holders thereof to one vote per share on all matters submitted to stockholders.
Holders of Class A Common Stock do not have preemptive rights. Except as
required by law, holders of Class A Common Stock and of Common Stock, par value
$.01 per share (the "Common Stock"), of the Company vote together as a single
class on all matters.
Dividends on the Class A Common Stock will be paid if, as and when
declared.
In the event of liquidation or insolvency, each share of Class A Common
Stock will share ratably in the assets remaining after the payment of all debts
and other remaining claims of creditors, subject to any liquidation preference
of any preferred stock, including the Zero Coupon Convertible Preferred Stock,
par value $.01 per share, of the Company then outstanding.
The Class A Common Stock is not convertible into shares of any other
equity security of the Company.
The Class A Common Stock is currently traded on the Pacific Stock
Exchange. Under the Amended and Restated Certificate of Incorporation of the
Company (the "Certificate of Incorporation"), transfer of shares of the Class A
Common Stock is prohibited to a person who is, or would thereby become, a holder
of 4.75% or more of the fair market value of the Common Stock and the Class A
Common Stock.
All certificates representing shares of Class A Common Stock are required
to 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
Corporation'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 CORPORATION 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."
Unless the Board of Directors of the Company has approved a specific
transaction as described above, any attempted transfer of Class A Common Stock
in excess of the shares permitted
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to be transferred under the Certificate of Incorporation (such excess shares
being referred to herein as the "Prohibited Shares") will be void AB INITIO. The
Company will not recognize or effect the transfer of ownership of the Prohibited
Shares to the purported acquiror (the "Purported Acquiror"), and the Purported
Acquiror will not be entitled to any rights (including, without limitation, the
right to vote or receive dividends) as a stockholder with respect to the
Prohibited Shares. Instead, all such rights will remain the property of the
transferor (the "Initial Transferor") until such time as the Prohibited Shares
are resold as described below.
The provisions of the Certificate of Incorporation relating to the Class A
Common Stock provide a mechanism for unwinding any attempted prohibited
transaction. Upon the demand of the Company, the Purported Acquiror must
transfer all evidence of ownership of the Prohibited Shares, along with any
dividends or distributions received with respect to the shares, to a
Company-designated agent (the "Agent"). The Agent must sell the Prohibited
Shares in the open market, with all or part of the proceeds going to the
Purported Acquiror to reimburse the Purported Acquiror for its cost in acquiring
the Prohibited Shares. Any excess proceeds will be transferred to the Initial
Transferor if it can be identified pursuant to the identification procedures set
forth in the provisions of the Certificate of Incorporation relating to the
Class A Common Stock. If such identification is not made, the proceeds will be
transferred to a court or governmental agency if applicable law permits or, in
the alternative, to a charitable organization as defined in Section 501(c)(3) of
the Internal Revenue Code of 1986, as amended (the "Code"). In no event will the
Company take back the Prohibited Shares or the proceeds therefrom.
If the Purported Acquiror has sold the Prohibited Shares in the open
market, the Purported Acquiror will be deemed to be an agent for the Initial
Transferor and must transfer any sale proceeds to the Agent. The Agent will
distribute the sale proceeds in the same manner as though the Agent itself had
sold the Prohibited Shares.
Under the provisions of the Certificate of Incorporation relating to the
Class A Common Stock, the Board of Directors is authorized to establish
guidelines as to the application and implementation of the transfer
restrictions. It is contemplated that such guidelines will generally conform to
the application of Section 382 of the Code and will also contain various
administrative provisions. However, because Section 382 contains many
ambiguities and uncertainties, and to permit the Board of Directors flexibility
to apply such provisions in a manner that may not conform to Section 382, the
guidelines adopted by the Board of Directors may be more or less stringent than
the specific requirements of Section 382. In addition, under such provisions,
the Board of Directors has the power to make certain exceptions to, or establish
guidelines in the future to include or exclude certain transactions from, the
transfer restrictions. The Board of Directors intends to consider any such
proposed transfers individually and to determine at any such time whether it is
in the best interests of the Company and all of its stockholders to permit such
transfer. In making this determination, the Board of Directors will consider all
factors it believes to be relevant at the time, including the effect of the
transfer on the aggregate percentage increase in ownership of the Common
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Stock and the Class A Common Stock by holders of 4.75% or more of the fair
market value of the Common Stock and the Class A Common Stock, any benefits to
the Company of the transfer and any disadvantages to the Company of the
transfer. Since the Board of Directors intends to consider each transaction
individually, there is a possibility that the proposed restrictions on transfer
may be inconsistently applied to similar transactions.
The Class A Common Stock has been approved for listing on the American
Stock Exchange under the symbol "SCC".
ITEM 2. EXHIBITS
The securities being registered hereby are to be registered on an exchange
on which no other securities of the Registrant are registered. Therefore, all
exhibits required by Instruction II to Item 2 have been supplied to the American
Stock Exchange and are not filed with or incorporated by reference in this
Registration Statement.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
SECURITY CAPITAL CORPORATION
Date: April 9, 1999 By:/s/ A. GEORGE GEBAUER
Name: A. George Gebauer
Title: President
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