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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _______)*
Security Capital Group Incorporated
- ------------------------------------------------------------------------
(Name of Issuer)
Class B Common Stock, par value $.01 per share
- ------------------------------------------------------------------------
(Title of Class of Securities)
81413P204
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(CUSIP Number)
Check the following box if a fee is being paid with this
statement [ ]. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
*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 the disclosures provided
in a prior cover page.
The information required in 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).
SEC 1745 (2-95)
<PAGE>
CUSIP No. 81413P204 13G Page __ of __ Pages
- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Commerzbank AG, Grand Cayman Branch
- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- ----------------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
- ----------------------------------------------------------------------
5 SOLE VOTING POWER
5,294,800 shares of Class B Common Stock
NUMBER OF ------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 5,294,800 shares of Class B Common Stock
PERSON ------------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
0
- ----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,294,800 shares of Class B Common Stock
- ----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
- ----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.6%
- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
CO
- ----------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Item 1.
(a) Name of Issuer: The name of the issuer is Security
Capital Group Incorporated.
(b) Address of Issuer's Principal Executive Offices:
The address of the issuer's principal executive office is 125
Lincoln Avenue, Santa Fe, New Mexico, 87501.
Item 2.
(a) Name of Person Filing: This Schedule is being filed
by Commerzbank AG, Grand Cayman Branch.
(b) Address of Principal Business Office:
2 World Financial Center
New York, NY 10281-1050
(c) Citizenship: Commerzbank AG is organized under the
laws of the Federal Republic of Germany.
(d) Title of Class of Securities: The title of the class
of securities is Class B Common Stock, par value $.01
per share.
(e) CUSIP Number: The CUSIP number if 81413P204.
Item 3. This statement is not filed pursuant to Rule 13d-1(b) or
13d-2(b).
Item 4. Ownership
(a) Amount Beneficially Owned: Commerzbank AG, Grand Cayman
Branch, has beneficial ownership of 105,896 shares of the
issuer's Class A Common Stock, par value $0.01 per share (which
class of stock is not registered under the Securities Exchange
Act), by reason of its ownership of 139,000 shares of the
issuer's Series A Cumulative Convertible Redeemable Voting
Preferred Stock, par value of $0.01 per share (the "Series A
Preferred") (which class of stock is not registered under the
Securities Exchange Act). The filer has owned all such Series A
Preferred shares prior to the initial public offering of the
subject class of securities, the Class B common Stock, in 1997
and its registration under the Securities Exchange Act of 1934.
commencing January 1, 1998, each share of Class A Common Stock
pursuant to its existing terms became convertible at the option
of the holder thereof at any time into 50 shares of Class B
Common Stock. Accordingly, the
<PAGE>
number of shares of Class B Common Stock beneficially
owned is 5,294,800. All such shares are deemed beneficially owned
by reason of the conversion rights of (i) the Series A Preferred
into Class A Common Stock at any time, and (ii) the Class A
Common Stock into Class B Common Stock at any time commencing
January 1, 1998.
(b) The percent of Class B Common Stock beneficially owned is 14.6%.
(c) Commerzbank AG, Grand Cayman Branch, (i) has sole power
to vote or to direct the vote of 5,294,800 shares; (ii) has
shares power to vote or to direct the vote of 0 shares; (iii) has
sole power to dispose or to direct the disposition of 5,294,800
shares; and (iv) has shared power to dispose or to direct the
disposition of 0 shares.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person
No other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities.
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
<PAGE>
Item 10. Certification
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of our knowledge
and belief, we certify that the information set forth in this
statement is true, complete and correct.
February 13, 1998
----------------------------------------
Date
COMMERZBANK AG, GRAND CAYMAN BRANCH
By: /s/ James Henry /s/ Steven Troyer
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Names: James Henry Steven Troyer
Titles: Senior Vice Counsel (U.S.)
President
