SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Security Capital Group Incorporated
(Name of Issuer)
Class A Common Stock, Par Value $ .01 Per Share
Class B Common Stock, Par Value $ .01 Per Share
(Title of Class of Securities)
81413P204
(CUSIP Number)
Cornelius J. Dwyer, Jr., Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 848-4000
(Name, Address and Telephone Number
of Person Authorized to Receive Notices)
September 18, 1998
(Date of Event which requires Filing of this Statement)
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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 ss. 240.13d-1(e), ss. 240.13d-1(f) or ss. 240.13d-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 ss. 240.13d-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 ("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).
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SCHEDULE 13D
CUSIP No. 81413P204
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stichting Pensioenfonds ABP
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group
(a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC Use Only
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4 Source of Funds (See Instructions) 00
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e). |_|
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6 Citizenship or Place of Organization The Kingdom of the Netherlands
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NUMBER OF 7 Sole Voting Power
SHARES 89,996 shares of Class A Common Stock
BENEFICIALLY ----------------------------------------------------------
OWNED BY 8 Shared Voting Power
EACH 0
REPORTING ----------------------------------------------------------
PERSON 9 Sole Dispositive Power
WITH 89,996 shares of Class A Common Stock
----------------------------------------------------------
10 Shared Dispositive Power
0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
89,996 shares of Class A Common Stock*
*includes 36,832 shares issuable upon conversion of convertible
subordinated debentures
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12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) |_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 6.9%*
*assumes conversion of convertible subordinated debentures
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14 Type of Reporting Person (See Instructions) EP
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<PAGE>
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stichting Pensioenfonds ABP
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group
(a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds (See Instructions) 00
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e). |_|
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization The Kingdom of the Netherlands
- --------------------------------------------------------------------------------
NUMBER OF 7 Sole Voting Power
SHARES 4,510,400 shares of Class B Common Stock
BENEFICIALLY ----------------------------------------------------------
OWNED BY 8 Shared Voting Power
EACH 0
REPORTING ----------------------------------------------------------
PERSON 9 Sole Dispositive Power
WITH 4,510,400 shares of Class B Common Stock
----------------------------------------------------------
10 Shared Dispositive Power
0
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,510,400 shares of Class B Common Stock*
*includes 4,499,800 shares issuable upon conversion of Class A Common
Stock and convertible subordinated debentures
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) |_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 7.6%*
*assumes conversion of Class A Common Stock and convertible subordinated
debentures
- --------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions) EP
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Item 1. Security and Issuer
The classes of equity securities to which this statement relates are
the Class A common stock, par value $.01 per share (the "Class A Stock") and
Class B common stock, par value $.01 per share (the "Class B Stock") of Security
Capital Group Incorporated, a Maryland corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 125 Lincoln Avenue, Santa Fe, New
Mexico 87501.
Item 2. Identity and Background
The name of the person filing this statement is Stichting
Pensioenfonds ABP, an entity established under the laws of The Kingdom of the
Netherlands (the "Fund"), whose principal business is investing funds held on
behalf of public sector employees of The Kingdom of the Netherlands. The address
of the Fund's principal executive office is Oude Lindestraat 70, Postbus 2889,
6401 DL Heerlen, The Netherlands. The name, citizenship, business address and
present principal occupation or employment, as well as the name and address of
any corporation or other organization in which such occupation or employment is
conducted, of each of the directors and executive officers of the Fund are as
follows:
<TABLE>
<CAPTION>
PRINCIPAL BUSINESS
NAME OCCUPATION CITIZENSHIP ADDRESS
---- ---------- ----------- -------
<S> <C> <C> <C>
B. de Vries Independent The Netherlands Oude Lindestraat
Chairman of the 70 6411 EJ
Governing Board Heerlen
The Netherlands
P.M. Altenburg First Vice Chairman The Netherlands Oude Lindestraat
of the Governing 70 6411 EJ
Board Heerlen
The Netherlands
W. Drees Secretary of the The Netherlands Oude Lindestraat
Governing Board 70 6411 EJ
Heerlen
The Netherlands
J.W.E. Neervens Chairman of the The Netherlands Oude Lindestraat
Board of Directors 70 6411 EJ
Heerlen
The Netherlands
J.M.G. Frijns Member of the The Netherlands Oude Lindestraat
Board of Directors 70 6411 EJ
Heerlen
The Netherlands
</TABLE>
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<TABLE>
<CAPTION>
PRINCIPAL BUSINESS
NAME OCCUPATION CITIZENSHIP ADDRESS
---- ---------- ----------- -------
<S> <C> <C> <C>
J.F. Maassen Member of the The Netherlands Oude Lindestraat
Board of Directors 70 6411 EJ
Heerlen
The Netherlands
J.H.R. van de Poel Member of the The Netherlands Oude Lindestraat
Board of Directors 70 6411 EJ
Heerlen
The Netherlands
J.M.G. Frijns Chief Investment The Netherlands Oude Lindestraat
Officer / Managing 70 6411 EJ
Director Heerlen
The Netherlands
W. Borgdorff Managing Director The Netherlands Oude Lindestraat
70 6411 EJ
Heerlen
The Netherlands
A.H. Berendsen Managing Director The Netherlands Oude Lindestraat
70 6411 EJ
Heerlen
The Netherlands
E. van Gelderen Managing Director The Netherlands Oude Lindestraat
70 6411 EJ
Heerlen
The Netherlands
J. Mensonides Managing Director The Netherlands Oude Lindestraat
70 6411 EJ
Heerlen
The Netherlands
B. Bos Managing Director The Netherlands Oude Lindestraat
70 6411 EJ
Heerlen
The Netherlands
</TABLE>
To the knowledge of the Fund, during the last five years, neither the
Fund nor any of its executive officers or directors has been (i) convicted in
any criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding is or was subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
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or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Pursuant to a Subscription Agreement dated July 15, 1996 between the
Issuer and the Fund, for a total consideration of $85,000,000 the Fund purchased
$42,500,000 of convertible subordinated debentures due 2016 of the Issuer and
44,015 shares of the Issuer's Class A Stock in a private placement. The
convertible subordinated debentures became convertible into Class A Stock one
year after the Issuer's initial public offering, which occurred on September 18,
1998. The Class A Stock became convertible into Class B Stock on January 1,
1998. Shares of Class A Stock closed on January 7, 2000 at a price of $618.75
and the current conversion price of the debentures is $1,153.90.
On June 21, 1999, the Fund purchased 9,149 shares of Class A Stock and
10,600 shares of Class B Stock on the open market.
The funds for the purchases made by the Fund pursuant to the
Subscription Agreement and on the open market were supplied from Dutch public
sector pensioners' contributions to the Fund.
Item 4. Purpose of Transaction
The Fund from time to time intends to review its investment in the
Issuer on the basis of various factors, including the Issuer's business,
financial condition, results of operations and prospects, general economic and
industry conditions, the securities markets in general and those for the
Issuer's securities in particular, as well as other developments and other
investment opportunities. Based on such review, the Fund will take such actions
in the future as the Fund may deem appropriate in light of the circumstances
existing from time to time. If the Fund believes that further investment in the
Issuer is attractive, whether because of the market price of the Issuer's
securities or otherwise, it may acquire additional securities of the Issuer
either in the open market or in privately negotiated transactions. Similarly,
depending on market and other factors, the Fund may determine to dispose of some
or all of the Class A Stock and Class B Stock currently owned by the Fund or
otherwise acquired by the Fund either in the open market or in privately
negotiated transactions. The Fund may also convert its convertible subordinated
debentures into Class A Stock or convert its Class A Stock into Class B Stock.
Except as set forth above, the Fund has not currently formulated any
definitive plans or proposals which relate to or would result in: (a) the
acquisition by any person of additional securities of the Issuer or the
disposition of securities of the Issuer, (b) an extraordinary corporate
transaction involving the Issuer or any of its subsidiaries, (c) a sale or
transfer of a material amount of the assets of the Issuer or any of its
subsidiaries, (d) any change in the present board of directors or management of
the Issuer, (e) any material change in the Issuer's capitalization or dividend
policy, (f) any other material change in the Issuer's business or corporate
structure, (g) any change in the Issuer's charter or bylaws or other or
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instrument corresponding thereto or other action which may impede the
acquisition of control of the Issuer by any person, (h) causing a class of the
Issuer's securities to be deregistered or delisted, (i) a class of equity
securities of the Issuer becoming eligible for termination of registration or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a)-(b) The Fund is the sole beneficial owner of and has the sole
power to vote or to direct the vote or dispose or direct the disposition of
89,996 shares of Class A Stock representing 6.9% of the outstanding shares of
the Issuer's Class A Stock. The calculation of the foregoing number of shares
assumes the conversion of the convertible subordinated debentures owned by the
Fund into 36,832 shares of Class A Stock.
The Fund is the sole beneficial owner of and has the sole power to
vote or to direct the vote or dispose or direct the disposition of 4,510,400
shares of Class B Stock representing 7.6% of the outstanding shares of the
Issuer's Class B Stock. The calculation of the foregoing number of shares
assumes the conversion of the Class A Stock and convertible subordinated
debentures owned by the Fund into 4,499,800 shares of Class B Stock.
The calculations of the foregoing percentages are based on the number
of shares of Class A Stock and Class B Stock disclosed as outstanding by the
Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1999. To the knowledge of the Fund, there are no Class A shares or
Class B shares which are beneficially owned by any director or executive officer
listed under Item 2.
(c) There have been no transactions by the Fund in securities of the
Issuer during the past sixty days.
(d) To the knowledge of the Fund, no other person has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Class A Stock and the Class B Stock purchased by the Fund.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding of Relationships with Respect
to Securities of the Issuer
Except as described herein, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 and between such persons and any person with respect to any Securities of
the Issuer, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, put or
calls, guarantors of profit, division of profit or loss or the giving or
withholding of proxies.
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Item 7. Material to be Filed as Exhibits
Not applicable.
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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.
Dated: January 25, 2000
STICHTING PENSIOENFONDS ABP
By: /s/ Jean Frijns
---------------------------
Jean Frijns
Managing Director
By: /s/ Bert Bos
---------------------------
Bert Bos
Managing Director
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