UNITED STATES
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
DECEMBER 13, 2000
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Date of Report (Date of earliest event reported)
SECURITY CAPITAL CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 1-7921 13-3003070
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(State or other jurisdiction of (Commission File (I.R.S. Employer
Incorporation or Organization) Number) Identification No.)
ONE PICKWICK PLAZA, SUITE 310, GREENWICH, CONNECTICUT 06830
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(Address of principal executive offices, including zip code)
(203) 625-0770
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(Registrant's telephone number, including area code)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
(a) On December 13, 2000, Security Capital Corporation (the "Company") engaged
Ernst & Young LLP ("Ernst & Young") as its independent auditors for the fiscal
year ending December 31, 2000, to replace the firm of Deloitte & Touche, LLP
("Deloitte & Touche"), which were dismissed as the independent auditors of the
Company effective on such date. The decision to change independent auditors was
approved by the Company's Board of Directors and Audit Committee.
The reports of Deloitte & Touche on the Company's consolidated financial
statements for each of the two years in the period ended December 31, 1999 did
not contain an adverse opinion or a disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting principles.
In connection with the audits of the Company's consolidated financial statements
for each of the two years in the period ended December 31, 1999, and in the
subsequent interim period through December 13, 2000, there were no disagreements
("Disagreements") as defined in Item 304 (a) (1) (iv) and the instructions to
Item 304 of Regulation S-K, as amended, promulgated by the Securities and
Exchange Commission ("Regulation S-K") with Deloitte & Touche on any matters of
accounting principles or practices, financial statement disclosure, or auditing
scope and procedures which, if not resolved to the satisfaction of Deloitte &
Touche, would have caused Deloitte & Touche to make reference to the matter in
their reports. In addition, during each of the two years in the period ended
December 31, 1999 and in the subsequent interim period through December 13,
2000, there were no reportable events ("Reportable Events") as defined in Item
304 (a) (1) (v) of Regulation S-K. The Company has requested Deloitte & Touche
to furnish it a letter addressed to the Securities and Exchange Commission,
stating whether it agrees with the above statements. A copy of that letter,
dated December 19, 2000, is filed as Exhibit 16 to this Form 8-K.
(b) On December 13, 2000, the Company engaged Ernst & Young as its independent
auditors for the fiscal year ending December 31, 2000. At no time preceding
December 13, 2000 has the Company (or anyone on behalf of the Company) consulted
with Ernst & Young on matters regarding (i) the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Company's consolidated financial
statements, or (ii) any matter that was the subject of a Disagreement with
Deloitte & Touche or a Reportable Event.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable
(b) Not applicable
(c) Exhibits
16. Letter, dated December 19, 2000, from Deloitte & Touche, LLP to the
Securities and Exchange Commission
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SIGNATURE
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 CORPORATION
By: /S/ WILLIAM R. SCHLUETER
William R. Schlueter
Vice President and Chief
Financial Officer
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EXHIBIT INDEX
NO. DESCRIPTION
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16. Letter dated December 19, 2000 from Deloitte & Touche, LLP to the
Securities and Exchange Commission
