<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 8)
Security Capital Industrial Trust
(Name of Issuer)
Common Shares of Beneficial Interest, Par Value $.01 Per Share
(Title of Class of Securities)
814138 10 3
(CUSIP Number of Class of Securities)
Jeffrey A. Klopf, Secretary
Security Capital Group Incorporated
125 Lincoln Avenue
Santa Fe, New Mexico 87501
(505) 982-9292
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
<PAGE>
CUSIP No. 814138 10 3
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Security Capital Group Incorporated
36-3692698
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
Maryland
NUMBER OF 7 SOLE VOTING POWER
SHARES 43,086,724
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 43,086,724
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,086,724
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.1%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
This Amendment No. 8 (this "Amendment") is being filed to a Schedule 13D
dated March 10, 1994 and filed by Security Capital Group Incorporated, formerly
known as Security Capital Realty Incorporated, a Maryland corporation ("GROUP"),
and William D. Sanders, an individual ("Sanders"), on March 11, 1994 and amended
on August 16, 1994, September 28, 1994, October 7, 1994, August 24, 1995,
September 30, 1995, August 21, 1996 and September 26, 1996.
ITEM 1. SECURITY AND ISSUER
This Amendment relates to common shares of beneficial interest, $0.01 par
value per share (the "Shares"), of Security Capital Industrial Trust, a Maryland
real estate investment trust ("SCI"), the principal executive offices of which
are at 14100 East 35th Place, Aurora, Colorado 80011.
ITEM 2. IDENTITY AND BACKGROUND
Sanders is hereby removed as a person filing this statement as he does not
share voting or dispositive power with respect to the Shares owned by GROUP.
ITEM 4. PURPOSE OF TRANSACTION
GROUP intends to play a major role in the direction of SCI for the purpose
of maximizing the value of SCI. Any influence of Sanders on the direction of SCI
will be in his capacity as Chairman and Chief Executive Officer of GROUP, and
not personally. Therefore, the reference to Sanders intending to play a major
role in the direction of SCI for the purpose of maximizing the value of SCI is
hereby deleted.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a),(b) The information previously filed which reported Sanders as a
beneficial owner of the Shares owned by GROUP and indicated that Sanders may be
deemed to beneficially own the Shares owned by GROUP, is hereby amended to
provide that Sanders does not beneficially own the Shares owned by GROUP.
Therefore, Sanders currently beneficially owns 170,002 Shares (0.18% of all
Shares), with respect to which he has sole voting and dispositive power, and may
be deemed to beneficially own an additional 99,401 Shares (0.11% of all Shares).
Any reference to Sanders intending to play a major role in the direction of SCI
for the purpose of maximizing the value of SCI is hereby deleted as described in
Item 4.
The following table sets forth the beneficial ownership of Shares for each
person named in Item 2. Unless otherwise indicated in the footnotes, each such
person has sole power to vote or to direct the vote and sole power to dispose or
direct the disposition of such Shares.
<TABLE>
<CAPTION>
Number of Shares Percent of
Person Beneficially Owned(1)(2) All Shares(1)(2)
- ------------------------------------- ------------------------- ----------------
<S> <C> <C>
Security Capital Group Incorporated 43,086,724(3) 44.1%
Samuel W. Bodman (4) 48,308 *
Hermann Buerger 0 *
John P. Frazee, Jr. (5) 40,223 *
Cyrus F. Freidheim, Jr. 5,408 *
H. Laurance Fuller (6) 2,850 *
Ray L. Hunt (7) 160,135 *
John T. Kelley, III (8) 90,448 *
William D. Sanders (9) 269,403 *
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Peter S. Willmott (10) 10 *
C. Ronald Blankenship 436 *
Thomas G. Wattles (11) 26,245 *
David C. Dressler (12) 2,425 *
K. Dane Brooksher (13) 30,077 *
</TABLE>
* Less than 1%
(1) Assumes that (i) no Shares are issued pursuant to the rights offerings
being conducted pursuant to the Merger and Issuance Agreement dated as of
March 24, 1997 between SCI and GROUP (the "Merger Agreement") and (ii)
GROUP receives Shares pursuant to the Merger Agreement.
(2) For each person who owns options or warrants that are exercisable within 60
days, the calculation of the percentage ownership assumes that only that
person has exercised all of his options or warrants and that no other
person has exercised any outstanding options or warrants.
(3) These Shares are owned of record by SC Realty Incorporated, a wholly owned
subsidiary of GROUP, and are pledged to secure a $300 million revolving
line of credit facility with a syndicate of banks. As of April 25,
1997, there were $22 million of borrowings outstanding under the line of
credit. The line of credit is also secured by securities owned indirectly
by GROUP of Security Capital Pacific Trust, Security Capital Atlantic
Incorporated, Homestead Village Incorporated and Security Capital U.S.
Realty, an entity based in Luxembourg that is affiliated with GROUP and
which invests in real estate operating companies in the United States.
GROUP estimates that the aggregate market value of the pledged securities
exceeded $2.9 billion as of March 31, 1997. GROUP was in compliance
with all covenants under the line of credit as of March 31, 1997.
(4) Shares are owned by the Bodman Foundation, a charitable trust of which Mr.
Bodman is a trustee.
(5) Includes 404 Shares held by Mr. Frazee's wife and 2,428 Shares held by
Mr. Frazee's children.
(6) Includes 404 Shares held by Mr. Fuller's children and two Shares held by
Mr. Fuller's wife.
(7) Includes 6,343 Shares held by family trusts for which Mr. Hunt is trustee,
3,801 Shares for which Mr. Hunt shares direct or indirect beneficial
ownership pursuant to powers of attorney, 146,192 Shares held by a family
limited partnership of which a corporation that Mr. Hunt owns is the
general partner, 1,266 Shares held by a corporation that Mr. Hunt owns and
1,266 Shares of which Mr. Hunt may be deemed to be the beneficial owner as
trustee of family trusts owning 50% of the stock of a corporation that owns
those Shares. Excludes 1,269 Shares that Mr. Hunt's wife owns as separate
property, of which Mr. Hunt disclaims beneficial ownership.
(8) Includes 404 Shares held by Mr. Kelley's son; remaining Shares are held in
a trust for which Mr. Kelley is trustee.
(9) Includes 74,500 Shares and 22,666 Shares held by partnerships and an
aggregate of 2,730 Shares held by Mr. Sanders' wife and children.
(10) Includes four Shares held by Mr. Willmott's children.
(11) Includes 1,970 Shares held by Mr. Wattles' children, five Shares held by
his wife, and 7,422 Shares held in an IRA account.
(12) Includes one Share held by Mr. Dressler's son and Shares held in trust
accounts of which Mr. Dressler is a trustee.
(13) Includes 640 Shares held in Mr. Brooksher's wife's name.
(c) No transactions in Shares were effected in the past sixty days by the
persons listed in the above table.
(e) As described above, Sanders has ceased to be a beneficial owner of
more than five percent of the Shares and is therefore being removed as a person
filing this statement.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Date: April 30, 1997 SECURITY CAPITAL GROUP INCORPORATED
By: /s/ Jeffrey A. Klopf
--------------------
Name: Jeffrey A. Klopf
Title: Secretary
/s/ William D. Sanders
------------------------
William D. Sanders
