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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) September 29, 1997
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SECURITY CAPITAL GROUP INCORPORATED
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(Exact Name of Registrant as Specified in its Charter)
Maryland
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(State or Other Jurisdiction of Incorporation)
1-13355 36-3692698
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(Commission File Number) (I.R.S. Employer Identification No.)
125 Lincoln Avenue 87501
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(Address of Principal Executive Offices) (Zip Code)
(505) 982-9292
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(Registrant's Telephone Number, Including Area Code)
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Item 5. Other Events
On September 29, 1997, the Registrant announced a redemption of its 12%
Convertible Subordinated Debentures due June 30, 2014. This announcement is
filed as an exhibit hereto and is hereby incorporated by reference.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release dated September 29, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SECURITY CAPITAL GROUP INCORPORATED
Dated: September 29, 1997 By: /s/ Jeffrey A. Klopf
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Jeffrey A. Klopf
Secretary
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Exhibit 99.1
Press Release
- -For Immediate Release
SECURITY CAPITAL GROUP INCORPORATED
Announces Redemption of 12% Convertible Subordinated Debentures
CHICAGO, September 29, 1997--Security Capital Group Incorporated (Security
Capital) (NYSE:SCZ) today announced that it has called for redemption all of its
12% Convertible Subordinated Debentures due 2014 ("12% Debentures"). The 12%
Debentures are not listed or traded on any public exchange.
As of September 26, 1997, there was $715.8 million principal amount of the 12%
Debentures outstanding. The 12% Debentures will be redeemed on December 1, 1997,
at a redemption price of $1,000 per $1,000 principal amount of 12% Debentures
plus accrued and unpaid interest through December 1, 1997. The amount of accrued
and unpaid interest on each 12% Debenture will be determined by the issuance
date of each 12% Debenture.
In lieu of redemption, 12% Debenture holders may elect to convert 12% Debentures
into Security Capital Class A common stock (NYSE:SCZ.A). Beginning October 10,
1997, and until the close of business on November 28, 1997, holders may convert
the 12% Debentures into Security Capital Class A common stock at the conversion
price of $1,046 per share, which equals 0.956023 shares of Class A common stock
per $1,000 principal amount of 12% Debentures. Security Capital Class A common
stock closed at $1725 per share on September 26, 1997.
If all of the 12% Debentures are converted into Class A common stock, Security
Capital will issue 684,358 shares of Class A common stock.
Security Capital is a real estate research, investment and operating management
Company. Since commencement of operations in 1991, the Company has continually
committed research and development capital to generate start-up, fully
integrated real estate operating companies and new business services. Based on
these activities, Security Capital has strategic investment in 14 public and
private real estate companies which have a collective market capitalization in
excess of $18 billion. The principal business activities of Security Capital and
its affiliates are carried out in offices in Atlanta, Brussels, Chicago, Denver,
El Paso, London, Luxembourg, New York and Santa Fe.
FOR MORE INFORMATION CONTACT: K. Scott Canon 800/988-4304
