<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 23, 1997
FILE NO. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
SECURITY CAPITAL GROUP INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND 36-3692698
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
125 LINCOLN AVENUE
SANTA FE, NEW MEXICO 87501
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(505) 982-9292
SECURITY CAPITAL GROUP INCORPORATED
1996 OUTSIDE DIRECTORS PLAN
(FULL TITLE OF THE PLAN)
JEFFREY A. KLOPF
SECRETARY
125 LINCOLN AVENUE
SANTA FE, NEW MEXICO 87501
(505) 982-9292
(AGENT FOR SERVICE)
----------------
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock,
par value $.01 per
share (including
related preferred
share purchase
rights).............. 7,000 Shares $1,650 $11,550,000 $3,500
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) Includes 350,000 shares of the Company's Class B Common Stock into which
the shares of Class A Common Stock are convertible into, beginning January
1, 1998, for no additional consideration.
(2) Estimated solely for the purpose of computing the registration fee on the
basis of the average of the high and low prices for the shares of Class A
Common Stock as reported on the New York Stock Exchange on October 16,
1997.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have heretofore been filed by Security
Capital Group Incorporated ("Security Capital" or "Registrant") with the
Securities and Exchange Commission (the "SEC") are incorporated by reference
herein and shall be deemed to be a part hereof:
(a) Prospectus of Security Capital dated September 17, 1997 as filed with
the SEC on September 19, 1997 pursuant to Rule 424(b)(5) promulgated
under the Securities Act of 1933, as amended (File No. 333-26037);
(b) Form 10-Q for the quarter ended June 30, 1997 (File No. 0-22455);
(c) Form 8-K filed October 1, 1997 (File No. 1-13355); and
(d) The description of Security Capital's shares of Class A Common Stock
and Class B Common Stock (including the related preferred share
purchase rights) contained in the Security Capital's registration
statements on Form 8-A filed with the SEC on September 11, 1997 (File
No. 1-13355).
All documents subsequently filed by Security Capital pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated herein by
reference and shall be deemed a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the shares of Class A Common Stock
registered hereunder is being passed upon for Security Capital by the law firm
of Mayer, Brown & Platt, Chicago, Illinois. Mayer, Brown & Platt has
represented and is currently representing Security Capital and certain of its
affiliates.
ITEM 6. INDEMNIFICATION OF TRUSTEES AND OFFICERS.
Article EIGHTH of the Registrant's Charter provides as follows with respect
to the indemnification of directors and officers of the Registrant:
"The Corporation shall have the power, to the maximum extent permitted by
Maryland law in effect from time to time, to obligate itself to indemnify
and to pay or reimburse reasonable expenses in advance of final disposition
of a proceeding to (a) any individual who is a present or former director
or officer of the Corporation or (b) any individual who, while a director
or officer of the Corporation and at the request of the Corporation, serves
or has served as a director, officer, partner or trustee of another
corporation, partnership, joint venture, trust, employee benefit plan or
any other enterprise from and against any claim or liability to which such
person may become subject or which such person may incur by reason of his
or her status as a present or former director or officer of the
Corporation. The Corporation shall have the power, with the approval of the
Board of Directors, to provide such indemnification and advancement of
expenses to a person who served a predecessor of the Corporation in any of
the capacities described in (a) or (b) above and to any employee or agent
of the Corporation or a predecessor of the Corporation."
II-1
<PAGE>
Article NINTH of the Registrant's Charter provides as follows with respect
to limitation of liability of its directors and officers:
"To the maximum extent that Maryland law in effect from time to time
permits limitation of the liability of directors and officers of a Maryland
corporation, no director or officer of the Corporation shall be liable to
the Corporation or its stockholders for money damages. Neither the
amendment nor repeal of this Article NINTH nor the adoption or amendment of
any other provision of the Charter or Bylaws of the Corporation
inconsistent with this Article NINTH, shall apply to or affect in any
respect the applicability of the preceding sentence with respect to any act
or failure to act which occurred prior to such amendment, repeal or
adoption."
Article XIII of the Registrant's Bylaws provides as follows with respect to
limitation of liability of its directors and officers and advances for
expenses:
"To the maximum extent permitted by Maryland law in effect from time to
time, the Corporation shall indemnify and, without requiring a preliminary
determination of the ultimate entitlement to indemnification shall pay or
reimburse reasonable expenses in advance of final disposition of a
proceeding to (a) any individual who is a present or former director or
officer of the Corporation and who is made a party to the proceeding by
reasons of his service in that capacity or (b) any individual who, while a
director of the Corporation and at the request of the Corporation, serves
or has served another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise and who is made a party to the
proceeding by reason of his or her service in that capacity. The
Corporation may, with the approval of the Board of Directors, provide such
indemnification and advance for expenses to a person who served a
predecessor of the Corporation in any of the capacities described in (a) or
(b) above and to any employee or agent of the Corporation or a predecessor
of the Corporation.
Neither the amendment nor repeal of this Article, nor the adoption or
amendment of any other provision of the Bylaws or Charter of the
Corporation inconsistent with this Article, shall apply to or affect in any
respect the applicability of the preceding paragraph with respect to any
act or failure to act which occurred prior to such amendment, repeal or
adoption."
Maryland law permits a Maryland corporation to include in its charter a
provision limiting the liability of its directors and officers to the
corporation and its stockholders for money damages except for liability
resulting from (a) actual receipt of an improper benefit or profit in money,
property or services or (b) active and deliberate dishonesty established by a
final judgment as being material to the cause of action. The Charter contains
such a provision which limits such liability to the maximum extent permitted
by Maryland law.
Maryland law requires a corporation (unless its charter requires otherwise,
which the Charter does not) to indemnify a director or officer who has been
successful, on the merits or otherwise, in the defense of any proceeding to
which he or she is made a party by reason of his or her service in that
capacity. Maryland law permits a corporation to indemnify its present and
former directors and officers, among others, against judgments, penalties,
fines, settlements and reasonable expenses actually incurred by them in
connection with any proceeding to which they may be made a party by reason of
their service in those or other capacities unless it is established that (a)
the act or omission of the director or officer was material to the matter
giving rise to the proceeding and (i) was committed in bad faith or (ii) was
the result of active and deliberate dishonesty, (b) the director or officer
actually received an improper personal benefit in money, property or services
or (c) in the case of any criminal proceeding, the director or officer had
reasonable cause to believe that the act or omission was unlawful. However, a
Maryland corporation may not indemnify for an adverse judgment in a suit by or
in the right of the corporation or for a judgment of liability on the basis
that personal benefit was improperly received, unless in either case a court
orders indemnification and then only for expenses. In addition, Maryland law
permits a corporation to advance reasonable expenses to a director or officer
upon the corporation's receipt of (a) a written affirmation by the director or
officer of his or her good faith belief that he or she has met the standard of
conduct necessary for indemnification by the corporation and (b) a written
statement by or in his or her behalf to repay the amount paid or reimbursed by
the corporation if it shall ultimately be determined that the standard of
conduct was not met.
II-2
<PAGE>
The Registrant has entered into indemnity agreements with each of its
officers and directors which provide for reimbursement of all expenses and
liabilities of such officer or director, arising out of any lawsuit or claim
against such officer or director due to the fact that he was or is serving as
an officer or director, except for such liabilities and expenses (a) the
payment of which is judicially determined to be unlawful, (b) relating to
claims under Section 16(b) of the Securities Exchange Act of 1934, or (c)
relating to judicially determined criminal violations.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Index to Exhibits.
ITEM 9. UNDERTAKINGS.
A. Rule 415 Offering.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
B. Filings Incorporating Subsequent Exchange Act Documents by Reference.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
II-3
<PAGE>
C. Indemnification of Directors and Officers.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions of the registrant's charter or by-laws
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
II-4
<PAGE>
POWER OF ATTORNEY
Know All Men By These Presents, that each of the undersigned directors and
officers of Security Capital Group Incorporated, hereby constitutes and
appoints William D. Sanders, C. Ronald Blankenship, Paul E. Szurek, Jeffrey A.
Klopf and Ariel Amir, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, with full power to act alone, to sign
any and all amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits thereto, and
any and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the premises, as fully
and to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or his substitute or nominee, may lawfully do or cause to be done by
virtue hereof.
II-5
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF SANTA FE, STATE OF NEW MEXICO, ON OCTOBER 22, 1997.
Security Capital Group Incorporated
/s/ Jeffrey A. Klopf
By __________________________________
JEFFREY A. KLOPF
SENIOR VICE PRESIDENT AND
SECRETARY
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
/s/ William D. Sanders Chairman of the October 22,
- ------------------------------------- Board of Directors, 1997
WILLIAM D. SANDERS President and Chief
Executive Officer
(principal
executive officer)
and Director
/s/ Paul E. Szurek Chief Financial October 22,
- ------------------------------------- Officer (principal 1997
PAUL E. SZUREK financial officer)
/s/ Jayson C. Cyr Vice President October 22,
- ------------------------------------- (principal 1997
JAYSON C. CYR accounting officer)
/s/ Samuel W. Bodman Director October 22,
- ------------------------------------- 1997
SAMUEL W. BODMAN
/s/ Hermann Buerger Director October 22,
- ------------------------------------- 1997
HERMANN BUERGER
Director
- -------------------------------------
JOHN P. FRAZEE, JR.
/s/ Cyrus F. Freidheim, Jr. Director October 22,
- ------------------------------------- 1997
CYRUS F. FREIDHEIM, JR.
Director
- -------------------------------------
H. LAURANCE FULLER
/s/ Ray L. Hunt Director October 22,
- ------------------------------------- 1997
RAY L. HUNT
/s/ John T. Kelley III Director October 22,
- ------------------------------------- 1997
JOHN T. KELLEY III
/s/ Peter S. Willmott Director October 22,
- ------------------------------------- 1997
PETER S. WILLMOTT
II-6
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------
<C> <S>
4.1 Articles of Amendment and Restatement (incorporated by reference to
Exhibit 4.1 to Security Capital's Registration Statement on Form S-11
(File No. 333-26037) (the "Form S-11"))
4.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 4.2
to the Form S-11)
4.3 Form of Rights Agreement between Security Capital and The First
National Bank of Boston, as Rights Agent, including form of Rights
Certificate (incorporated by reference to Exhibit 4.3 to the Form S-11)
4.4 Form of stock certificate for shares of Class A Common Stock
(incorporated by reference to Exhibit 4.4 to the Form S-11)
4.5 Form of stock certificate for shares of Class B Common Stock
(incorporated by reference to Exhibit 4.5 to the Form S-11)
4.6 Form of 12% Convertible Subordinated Debentures due June 30, 2014
(incorporated by reference to Exhibit 4.6 to the Form S-11)
4.7 1996 Security Capital Outside Directors Plan (incorporated by
reference to Exhibit 10.27 to the Form S-11)
5 Opinion of Mayer, Brown & Platt
15.1 Letter of Arthur Andersen LLP regarding unaudited interim financial
information
15.2 Letter of KPMG Peat Marwick LLP regarding unaudited interim financial
information
15.3 Letter of Arthur Andersen LLP regarding unaudited interim financial
information
23.1 Consent of Mayer, Brown & Platt (included in its opinion filed as
Exhibit 5 hereto)
23.2 Consent of Arthur Andersen LLP
23.3 Consent of KPMG Peat Marwick LLP
23.4 Consent of Price Waterhouse
23.5 Consent of Ernst & Young LLP
23.6 Consent of Ernst & Young LLP
24 Power of Attorney (included on page II-5)
</TABLE>
II-7
<PAGE>
EXHIBIT 5
October 21, 1997
Security Capital Group Incorporated
125 Lincoln Avenue
Santa Fe, New Mexico 87501
Re:Registration Statement on Form S-8
1996 Outside Directors Plan
Ladies and Gentlemen:
We have acted as counsel to Security Capital Group Incorporated, a Maryland
corporation ("Security Capital" or the "Company"), in connection with the
proceedings (the "Company Proceedings") taken and to be taken relating to the
registration by Security Capital of an aggregate of 7,000 of its shares of
Class A Common Stock, par value $.01 per share (the "Class A Shares"), with
the Securities and Exchange Commission (the "SEC") in connection with the
Company's 1996 Outside Directors Plan (the "Plan"). We have also participated
in the preparation and filing with the SEC under the Securities Act of 1933,
as amended, of a registration statement on Form S-8 (the "Registration
Statement") relating to the Class A Shares.
As counsel to Security Capital, we have examined originals or copies
certified to our satisfaction of the Company's Articles of Amendment and
Restatement and Amended and Restated Bylaws, resolution of the Board of
Directors and such other Company records, instruments, certificates and
documents and such questions of law as we considered necessary or appropriate
to enable us to express this opinion. As to certain facts material to our
opinion, we have relied, to the extent we deem such reliance proper, upon
certificates of public officials and officers of Security Capital. In
rendering this opinion, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity
to authentic original documents of photostatic copies.
Based upon and subject to the foregoing and to the assumptions, limitations
and conditions set forth herein, we are of the opinion that, upon completion
of the Company Proceedings, the Class A Shares will have been validly issued
and delivered in accordance with the Company Proceedings and the Plan, the
Class A Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Mayer, Brown & Platt
Mayer, Brown & Platt
<PAGE>
EXHIBIT 15.1
October 21, 1997
Board of Directors and Shareholders of
Security Capital Group Incorporated:
We are aware that Security Capital Group Incorporated has incorporated by
reference in its Registration Statement on Form S-8, relating to the Security
Capital Group Incorporated 1996 Outside Directors Plan, its consolidated
financial statements for the quarter ended June 30, 1997, which includes our
report dated August 11, 1997 covering the unaudited interim financial
information contained therein. Pursuant to Regulation C of the Securities Act of
1933 (the "Act"), that report is not considered a part of such registration
statement prepared or certified by our firm or a report prepared or certified by
our firm within the meaning of Sections 7 and 11 of the Act.
Very truly yours,
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
<PAGE>
Exhibit 15.2
The Board of Directors
Security Capital Group Incorporated:
With respect to the registration statement on Form S-8 of Security Capital Group
Incorporated relating to the Security Capital Group Incorporated 1996 Outside
Directors Plan, we acknowledge our awareness of the use therein of our report
dated August 13, 1997 related to our review of interim financial information of
Security Capital Pacific Trust as of June 30, 1997 and for the three- and six-
month periods ended June 30, 1997 and 1996. Pursuant to Rule 436(c) under the
Securities Act of 1933, such report is not considered a part of a registration
statement prepared or certified by an accountant, or a report prepared or
certified by an accountant within the meaning of sections 7 and 11 of the Act.
KPMG Peat Marwick LLP
Chicago, Illinois
October 21, 1997
<PAGE>
EXHIBIT 15.3
October 21, 1997
Board of Trustees and Shareholders of
Security Capital Industrial Trust:
We are aware that Security Capital Group Incorporated has incorporated by
reference in its Registration Statement on Form S-8, relating to the Security
Capital Group Incorporated 1996 Outside Directors Plan, Security Capital
Industrial Trust's consolidated financial statements for the quarter ended June
30, 1997, which includes our report dated August 11, 1997 covering the unaudited
interim financial information contained therein. Pursuant to Regulation C of the
Securities Act of 1933 (the "Act"), that report is not considered a part of such
registration statement prepared or certified by our firm or a report prepared or
certified by our firm within the meaning of Sections 7 and 11 of the Act.
Very truly yours,
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports on the consolidated financial statements and schedules of Security
Capital Group Incorporated and Security Capital Industrial Trust and to all
references to our Firm included in or made a part of this registration
statement.
Arthur Andersen LLP
Chicago, Illinois
October 21, 1997
<PAGE>
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
The Board of Directors of
Security Capital Group Incorporated:
We consent to the incorporation by reference in this registration statement
on Form S-8 of Security Capital Group Incorporated related to the Security
Capital Group Incorporated 1996 Outside Directors Plan of our report dated
January 29, 1997, except as to Note 13, which is as of March 10, 1997,
relating to the balance sheets of Security Capital Pacific Trust as of
December 31, 1996 and 1995, the related statements of earnings, shareholders'
equity, and cash flows for each of the years in the three-year period ended
December 31, 1996, and the related schedule as of December 31, 1996, included
herein, and to the reference to our firm under the heading "Experts".
/s/ KPMG Peat Marwick LLP
_____________________________________
KPMG Peat Marwick LLP
Chicago, Illinois
October 21, 1997
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Registration Statement on Form S-8 filed
by Security Capital Group Incorporated, in connection with the Security Capital
Group Incorporated 1996 Outside Directors Plan, of our reports dated March 4,
1996 and February 28, 1997, relating to the consolidated financial statements
of Security Capital US Realty SICAV, which appear in such Registration
Statement.
Price Waterhouse SA
24-26 Avenue de Liberte
Luxembourg, L-1014
October 21, 1997
<PAGE>
EXHIBIT 23.5
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to the Security Capital Group
Incorporated 1996 Outside Directors Plan and to the incorporation by reference
therein of our report dated February 3, 1997, with respect to the financial
statements at December 31, 1996 and 1995 and for each of the three years in
the period ended December 31, 1996 of Security Capital Atlantic Incorporated
included in the Registration Statement (Form S-11 No. 333-26037) and the
related Prospectus of Security Capital Group Incorporated filed with the
Securities and Exchange Commission.
Ernst & Young LLP
Dallas, Texas
October 21, 1997
<PAGE>
EXHIBIT 23.6
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to the Security Capital Group
Incorporated 1996 Outside Directors Plan and to the incorporation by reference
therein of our report dated February 24, 1997, with respect to the financial
statements at December 31, 1996 and for the year ended December 31, 1996 of
Homestead Village Incorporated included in the Registration Statement (Form S-
11 No. 333-26037) and the related Prospectus of Security Capital Group
Incorporated filed with the Securities and Exchange Commission.
Ernst & Young LLP
Dallas, Texas
October 20, 1997
