<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
SECURITY CAPITAL GROUP INCORPORATED
(Exact name of registrant as specified in its charter)
Maryland 36-3692698
(State of Organization) (I.R.S. Employer Identification No.)
125 Lincoln Avenue
Santa Fe, New Mexico 87501
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. [_]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. [_]
Securities to be registered pursuant to Section 12(b) of the Act:
Titles of each class Name of Exchange on which
to be so registered each class is to be registered
--------------------- ------------------------------
Class A Common Stock, $.01 par value per share New York Stock Exchange
Class B Common Stock, $.01 par value per share New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
================================================================================
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
A complete description of the shares of Class A Common Stock, $.01 par
value per share (the "Class A Shares"), which Class A Shares are to be
registered hereunder, is contained in the Registration Statement on Form 10
(File No. 0-22455) of Security Capital Group Incorporated ("Security Capital")
filed with the Securities and Exchange Commission (the "Commission") under the
Securities Exchange Act of 1934, which incorporates such description from the
Prospectus forming a part of the Form S-11 Registration Statement, as amended
(File No. 333-26037), of Security Capital, filed with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"), which Prospectus is
filed as an exhibit to Security Capital's Registration Statement on Form 10.
Such description of the Class A Shares is hereby incorporated by reference and
any description included in a form of prospectus subsequently filed by Security
Capital pursuant to Rule 424(b) under the Securities Act shall be deemed to be
incorporated herein by reference.
A complete description of the shares of Class B Common Stock, $.01 par
value per share (the "Class B Shares"), which Class B Shares are to be
registered hereunder, is contained in the Prospectus forming a part of the Form
S-11 Registration Statement, as amended (File No. 333-26037), of Security
Capital, filed with the Commission under the Securities Act. Such description of
the Class B Shares is hereby incorporated by reference and any description
included in a form of prospectus subsequently filed by Security Capital pursuant
to Rule 424(b) under the Securities Act shall be deemed to be incorporated
herein by reference.
Item 2. Exhibits.
---------
The following exhibits are filed with the New York Stock Exchange:
<TABLE>
<CAPTION>
Exhibit
Number Document Description
------- ---------------------
<C> <S>
1.1 Security Capital Registration Statement on Form S-11, as amended
(File No. 333-26037).
1.2 Security Capital Registration Statement on Form 10, as amended
(File No. 0-22455).
4.1 Security Capital Articles of Amendment and Restatement.
4.2 Security Capital Amended and Restated Bylaws.
5.1 Form of stock certificate for shares of Class A Common Stock.
5.2 Form of stock certificate for shares of Class B Common Stock.
6.1 1996 Annual Report to Shareholders.
</TABLE>
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
SECURITY CAPITAL GROUP INCORPORATED
By: /s/ JEFFREY A. KLOPF
------------------------------
Jeffrey A. Klopf
Secretary
Date: September 11, 1997
