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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) November 17, 1998
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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 November 17, 1998, ProLogis Trust, a Maryland real estate investment
trust of which the Registrant owns approximately 41% of the outstanding common
shares ("ProLogis"), and Meridian Industrial Trust, Inc. ("Meridian"), announced
that they had entered into an Agreement and Plan of Merger (the "Merger
Agreement"), pursuant to which Meridian will be merged with and into ProLogis,
and each common share of Meridian will be converted into 1.1 common shares of
ProLogis, plus up to $2.00 in cash under certain circumstances. The consummation
of the transactions contemplated by the Merger Agreement is subject to the
approval of the shareholders of ProLogis and Meridian and other conditions. A
copy of the press release announcing the Merger Agreement is incorporated into
this report by reference. This announcement is hereby incorporated by reference.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release dated November 17, 1998 (incorporated by reference
to Exhibit 99.1 to the ProLogis Trust Form 8-K dated November
17, 1998).
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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: November 17, 1998 By: /s/ Jeffrey A. Klopf
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Jeffrey A. Klopf
Secretary
