<PAGE>
As filed with the Securities and Exchange Commission on September 17, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
FORM S-11
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 of Incorporation) (I.R.S. Employer Identification Number)
125 Lincoln Avenue
Santa Fe, New Mexico 87501
(505) 982-9292
(Address, including zip code, and telephone number, including area code, of
principal executive offices)
Jeffrey A. Klopf
Security Capital Group Incorporated
125 Lincoln Avenue
Santa Fe, New Mexico 87501
(505) 982-9292
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Edward J. Schneidman
Mayer, Brown & Platt Jeffrey Small
190 South LaSalle Street Davis Polk & Wardwell
Chicago, Illinois 60603 450 Lexington Avenue
New York, New York 10017
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of this Registration Statement.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-26037
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.[_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED TO BE REGISTERED PER SHARE(1) OFFERING PRICE(1) FEE
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class B Common Stock, par value $.01 per
share.................................... 834,710 shares $28.00 $23,371.880.00 $7,082.39
- -----------------------------------------------------------------------------------------------------------------------
Preferred Share Purchase Rights........... 834,710 shares None None None
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for purposes of determining the registration fee.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended. The contents of the
Registration Statement on Form S-11, as amended (File No. 333-26037) filed
by Security Capital Group Incorporated with the Securities and Exchange
Commission (the "Commission") initially on April 29, 1997, which was
declared effective by the Commission on September 17, 1997, is incorporated
herein by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-11 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 and State of New Mexico on the 17th day
of September, 1997.
SECURITY CAPITAL GROUP INCORPORATED
By /s/ Jeffrey A. Klopf
--------------------
Jeffrey A. Klopf
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons in the capacities indicated on the 17th day of September, 1997.
SIGNATURE TITLE
/s/ William D. Sanders* Chairman, Director and Chief
- -------------------------------------- Executive Officer (Principal
William D. Sanders Executive Officer)
/s/ Paul E. Szurek* Chief Financial Officer (Principal
- -------------------------------------- Financial Officer)
Paul E. Szurek
/s/ Jayson C. Cyr* Principal Accounting Officer
- --------------------------------------
Jayson C. Cyr
/s/ Samuel W. Bodman* Director
- --------------------------------------
Samuel W. Bodman
/s/ Hermann Buerger* Director
- --------------------------------------
Hermann Buerger
/s/ John P. Frazee, Jr.* Director
- --------------------------------------
John P. Frazee, Jr.
<PAGE>
/s/ Cyrus F. Freidheim, Jr.* Director
- --------------------------------------
Cyrus F. Freidheim, Jr.
/s/ H. Laurance Fuller* Director
- --------------------------------------
H. Laurance Fuller
/s/ Ray L. Hunt* Director
- --------------------------------------
Ray L. Hunt
/s/ John T. Kelley III* Director
- --------------------------------------
John T. Kelley III
/s/ Peter S. Willmott* Director
- --------------------------------------
Peter S. Willmott
*By: /s/ Jeffrey A. Klopf
- --------------------------------------
Jeffrey A. Klopf
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
5.1 Opinion of Mayer, Brown & Platt (including opinion of Ballard
Spahr Andrews & Ingersoll in support thereof)
8.1 Opinion of Mayer, Brown & Pratt
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
23.1 Consent of Mayer, Brown & Platt (included in the opinion filed
as Exhibit 5.1)
23.2 Consent of Ballard Spahr Andrews & Ingersoll (included in the
opinion filed as Exhibit 5.1)
23.3 Consent of Arthur Andersen LLP
23.4 Consent of KPMG Peat Marwick LLP
23.5 Consent of Price Waterhouse
23.6 Consent of Ernst & Young LLP
23.7 Consent of Ernst & Young LLP
24.1 Power of Attorney (incorporated by reference to Exhibits 24.1 and
24.2 to the Security Capital Group Incorporated Registration
Statement on Form S-11 (Registration Statement No. 333-26037))
<PAGE>
Exhibit 5
[LETTERHEAD]
September 17, 1997
Security Capital Group Incorporated
125 Lincoln Avenue
Santa Fe, New Mexico 87501
Re: Registration Statement on Form S-11
Ladies and Gentlemen:
We have acted as counsel to Security Capital Group Incorporated, a Maryland
corporation ("Security Capital"), in connection with its proposed offering of
shares of Class B common stock, par value $.01 per share (the "Class B Shares"),
and the related Preferred Share Purchase Rights, as more fully set forth in the
registration statement on Form S-11 (the "Registration Statement") relating to
the Class B Shares.
As counsel to Security Capital, we have examined originals or copies
certified to our satisfaction of Security Capital's Articles of Amendment and
Restatement, Security Capital's Amended and Restated Bylaws, resolutions of
Security Capital's Board of Directors and such records, certificates and other
documents and such questions of law as we considered necessary or appropriate
for the purpose of 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 such 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 all documents submitted to us as certified, confirmed or
photostatic copies.
Based upon and subject to the foregoing and to the assumptions, limitations
and qualifications referred to herein, we are of the opinion that the Class B
Shares, when sold and delivered against payment therefor and in the manner
described in the Registration Statement, will be validly issued, fully paid and
nonassessable.
Insofar as the foregoing opinion involves matters governed by Maryland law,
we have relied, with your approval, upon the opinion of the law firm of Ballard
Spahr Andrews & Ingersoll,
<PAGE>
Security Capital Group Incorporated
September 17, 1997
Page 2
a copy of which is attached as Exhibit A, and our opinion is subject to the
assumptions, limitations and qualifications set forth therein.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to us under the caption "Legal Matters."
We are admitted to practice law in the State of Illinois and we express no
opinions as to matters under or involving any laws other than the laws of the
State of Illinois and the federal laws of the United States of America.
Very truly yours,
MAYER, BROWN & PLATT
<PAGE>
[BSAI LETTERHEAD]
September 17, 1997
Security Capital Group Incorporated
125 Lincoln Avenue
Santa Fe, New Mexico 87501
Re: Registration Statement on Form S-1
-----------------------------------
Ladies and Gentlemen:
We have served as Maryland counsel to Security Capital Group Incorporated,
a Maryland corporation (the "Company"), in connection with certain matters of
Maryland law arising out of the offering of up to 834,710 shares of Class B
Common Stock, $.01 par value per share (the "Common Stock"), at a price per
share not less than $10.00 (the "Shares"), of the Company covered by the above-
referenced Registration Statement (the "Registration Statement"), filed by the
Company with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "1933 Act"). Unless otherwise defined
herein, capitalized terms used herein shall have the meanings assigned to them
in the Registration Statement.
In connection with our representation of the Company, and as a basis for
the opinion hereinafter set forth, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the following
documents (hereinafter collectively referred to as the "Documents"):
1. The Registration Statement and the related form of prospectus included
therein in the form in which it was transmitted to the Commission under the 1933
Act;
2. The charter of the Company (the "Charter"), certified as of a recent
date by the State Department of Assessments and Taxation of Maryland (the
"SDAT");
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Security Capital Group Incorporated
September 17, 1997
Page 3
Documents are true and complete. There are no modifications of or amendments to
the Documents, and there has been no waiver of any of the provisions of the
Documents, by actions or omission of the parties or otherwise.
5. The Shares will not be issued or transferred in violation of any
restriction or limitation contained in the Charter.
The phrase "known to us" is limited to the actual knowledge, without
independent inquiry, of the lawyers at our firm who have performed legal
services in connection with the issuance of this opinion.
Based upon the foregoing, and subject to the assumptions, limitations and
qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and existing under and
by virtue of the laws of the State of Maryland and is in good standing with the
SDAT.
2. The Shares have been duly authorized and, when and if delivered against
payment therefor in accordance with the Resolutions and any other resolutions of
the Board of Directors, or a duly authorized committee of the Board of
Directors, authorizing their issuance, the Shares will be duly and validly
issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the State of Maryland and
we do not express any opinion herein concerning any other law. The opinion
expressed herein is subject to the effect of judicial decisions which may permit
the introduction of parol evidence to modify the terms or the interpretation of
agreements. We express no opinion as to compliance with the securities (or
"blue sky") laws of the State of Maryland.
We assume no obligation to supplement this opinion if any applicable law
changes after the date hereof or if we become aware of any fact that might
change the opinion expressed herein after the date hereof.
<PAGE>
Security Capital Group Incorporated
September 17, 1997
Page 4
This opinion is being furnished to you solely for your submission to the
Commission as an exhibit to the Registration Statement.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of the name of our firm in the section
entitled "Legal Matters" in the Registration Statement. In giving this consent,
we do not admit that we are within the category of persons whose consent is
required by Section 7 of the 1933 Act.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll
<PAGE>
Exhibit 8
Letterhead
September 17, 1997
Security Capital Group Incorporated
125 Lincoln Avenue
Santa Fe, New Mexico 87501
Re: Security Capital Group Incorporated Class B Common Stock
Dear Ladies and Gentlemen:
We have acted as counsel to Security Capital Group Incorporated ("Security
Capital") in connection with the public offering of Class B Common Stock, par
value $.01. You have requested that we provide an opinion regarding the accuracy
of the tax disclosure in the prospectus (the "Prospectus") included as part of
the registration statement (the "Registration Statement") on Form S-1, file no.
333-26037.
In providing this opinion, we have relied on (i) the description of the
transaction as set forth in the Prospectus included as part of the Registration
Statement and the exhibits thereto and (ii) representations provided by Security
Capital concerning certain facts underlying and relating to the composition of
its assets.
Based upon and subject to the foregoing, it is our opinion that:
(i) the summary of Federal income tax consequences set forth in the
Prospectus under the heading "Certain United States Federal Tax Considerations
for Non-U.S. Holders of Class B Shares" is accurate in all material respects as
to matters of law and legal conclusions, and
(ii) Security Capital currently is not, as of the date hereof, a "United
States real property holding corporation" within the meaning of Section 897 of
the Internal Revenue Code of 1986, as amended (the "Code").
This opinion is based on current provisions of the Code, the Treasury
regulations promulgated thereunder, and the interpretation of the Code and such
regulations by the courts and the Internal Revenue Service, as they are in
effect and exist at the date of this opinion. It should be noted that statutes,
regulations, judicial decisions and administrative interpretations are subject
to change at any time and, in some circumstances, with retroactive effect. A
material change that is made after the date hereof in any of the foregoing bases
for our opinion could adversely affect our conclusion.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to this firm under the heading
"Certain United States Federal Tax Considerations for Non-U.S. Holders of Class
B Shares" in the Prospectus.
Sincerely,
MAYER, BROWN & PLATT
WAL/TCS
<PAGE>
Exhibit 15.1
September 17, 1997
To the Board of Directors and Shareholders of
Security Capital Group Incorporated:
We are aware that Security Capital Group Incorporated has included in its
Registration Statement on Form S-11 as filed on September 17, 1997 its
consolidated financial statements for the three- and six-month periods 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,
ARTHUR ANDERSEN LLP
<PAGE>
EXHIBIT 15.2
The Board of Directors
Security Capital Group Incorporated
With respect to the registration statement on Form S-11 of Security Capital
Group Incorporated, 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
September 17, 1997
<PAGE>
Exhibit 15.3
September 17, 1997
To the Board of Directors and Shareholders of
Security Capital Industrial Trust:
We are aware that Security Capital Group Incorporated has included in its
Registration Statement on Form S-11 as filed on September 17, 1997 Security
Capital Industrial Trust's consolidated financial statements for the three- and
six-month periods 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,
ARTHUR ANDERSEN LLP
<PAGE>
EXHIBIT 23.3
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
September 15, 1997
<PAGE>
EXHIBIT 23.4
INDEPENDENT AUDITORS' CONSENT
The Board of Directors of
Security Capital Group Incorporated:
We consent to the use of our report included herein 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" in this registration statement on Form S-11 of
Security Capital Group Incorporated.
KPMG Peat Marwick LLP
Chicago, Illinois
September 17, 1997
<PAGE>
EXHIBIT 23.5
[LETTERHEAD OF PRICE WATERHOUSE]
PRICE WATERHOUSE [COMPANY LOGO]
Reviseur d'Entreprises
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Form S-11 Registration Statement filed by
Security Capital Group Incorporated, in connection with the registration of its
Class B common stock dated September 17, 1997 (the "Registration Statement") 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.
/s/ Price Waterhouse
Price Waterhouse SA
24-26 avenue de Liberte
Luxembourg, L-1014
September 17, 1997
<PAGE>
EXHIBIT 23.6
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to the
use 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, which
is included in the Registration Statement on Form S-11 and the related
Prospectus of Security Capital Group Incorporated for the registration of its
Class B common stock.
Ernst & Young LLP
Dallas, Texas
September 12, 1997
<PAGE>
EXHIBIT 23.7
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to the
use 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, which is included in the Registration Statement
on Form S-11 and the related Prospectus of Security Capital Group Incorporated
for the registration of its Class B common stock.
Ernst & Young LLP
Dallas, Texas
September 12, 1997
