UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
SECURITY CAPITAL GROUP INCORPORATED
(Name of Issuer)
Common Stock
(Title of Class of Securities)
81413P204
(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|x| Rule 13d-1 (b)
|_| Rule 13d-1 (c)
|_| Rule 13d-1 (d)
* 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 ("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).
<PAGE>
CUSIP No. 81413P204
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Arnhold and S. Bleichroeder, Inc.,
Arnhold and S. Bleichroeder Advisers, Inc.
-----------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of Group (See Instructions)
[X ] (a)
[ ] (b)
-----------------------------------------------------------------------
(3) SEC Use Only
-----------------------------------------------------------------------
(4) Citizenship or Place of Organization State of New York
-----------------------------------------------------------------------
Number of (5) Sole Voting Power 0
Shares
Beneficially -----------------------------------------------------
Owned by (6) Shared Voting Power 645,000
Each
Reporting -----------------------------------------------------
Person (7) Sole Dispositive Power 0
With
-----------------------------------------------------
(8) Shared Dispositive Power 645,000
-----------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
645,000
-----------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
Not Applicable
-----------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9)
1.17%
-----------------------------------------------------------------------
(12) Type of Reporting Person (See Instructions)
BD, IA
-----------------------------------------------------------------------
<PAGE>
Item 1. (a) Name of Issuer: Security Capital Group
(b) Address of Issuer's Principal Executive Officer:
125 Lincoln Avenue
Santa Fe, NM 87501
Item 2. (a) Name of Person Filing
Arnhold and S. Bleichroeder, Inc.
Arnhold and S. Bleichroeder Advisers, Inc.
(b) Address of Principal Offices:
1345 Avenue of the Americas
New York, NY 10105
(c) Citizenship:
New York, NY, USA (Place of Incorporation)
(d) Title of Class of Securities:
Real Estate Investment Trust - B
(e) CUSIP Number: 81413P204
Item 3. This statement is being filed pursuant to Rule
13d-1(b). The person filing is a:
(a) Broker or Dealer registered under Section 15 of
the Act; and
(b) Investment Adviser registered under Section 203
of the Investment Advisers Act of 1940.
Item 4. (a) 645,000
(b) Percent of Class: 1.17%
(c) Number of shares beneficially owned by each
reporting person with
(i) Sole power to vote or to direct the
vote: 0
(ii) Shared power to vote or to direct the
vote 645,000
(iii) Sole power to dispose or to direct the
disposition of: 0
(iv) Shared power to dispose or to direct
the disposition of: 645,000
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [X].
<PAGE>
Item 6. Ownership of More than Five Percent on Behalf of Another
Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Arnhold and S. Bleichroeder, Inc.
Arnhold and S. Bleichroeder Advisers, Inc.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in
connection with or as a participant in any transaction
having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: February 23, 2000
ARNHOLD AND S. BLEICHROEDER, INC.
By: /s/ Tracy L. Saltwick
-------------------------
Name: Tracy L. Saltwick
Title: Senior Vice President, Compliance
