FORM 5
|_| Check box if no longer subject to Section 16.
Form 4 or Form 5 obligations may continue.
See Instructions 1(b).
|x| Form 3 Holdings Reported
|_| Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities and Exchange
Act of 1934, Section 17(a) of the Public Utility Holding Company
Act of 1935 or Section 30(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person*
Commerzbank AG, Grand Cayman Branch
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(Last) (First) (Middle)
2 World Financial Center
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(Street)
New York, NY 10281-1050
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(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Security Capital Group Incorporated
SCZB
----------------------------------------
3. I.R.S. Identification Number of Reporting Person,
if an entity (Voluntary)
4. Statement for Month/Year
As of January 1, 1998
------------------------------
5. If Amendment, Date of Original (Month/Year)
--------------------------------------------
6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director x Owner
----- -----
Officer (give Other (specify
----- title below) ----- below)
7. Individual or Joint/Group Reporting (check applicable line)
x Form Filed by One Reporting Person
-----
Form Filed by More than One Reporting Person
-----
Table 1 -- Non-Derivative Securities Acquired,
Disposed of, or Beneficially Owned
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
1. Title of 2. Transaction 3. Transaction 4. Securities Acquired 5. Amount of 6. Ownership 7. Nature of
Security Date Code (A) or Disposed of (D) Securities Form: Direct Indirect
(Instr. 3) (Month/Day/Year) (Instr. 8) (Instr. 3, 4 and 5) Beneficially (D) or Beneficial
Owned at end of Indirect (I) Ownership
------------------------ Issuer's Fiscal (Instr. 4) (Instr. 4)
Year
(A) or (Instr. 3 and 4)
Amount (D) Price
--------- --------------- ------------ -------- ------ ----- ---------------- ----------- -----------
</TABLE>
* If the form is filed by more than one reporting person, see
instruction 4(b)(v).
Potential persons who are to respond to the collection of
information contained in this form are not required to respond
unless the form displays a currently valid OMB control number.
(Over)
SEC 2270 (7-97)
<PAGE>
FORM 5 (continued)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of 2. Conver- 3. Trans- 4. Transac- 5. Number of Deriva- 6. Date Exercis-
Derivative sion or action tion tive Securities Ac- able and Expi-
Security Exer- Date Code quired (A) or Dis- ration Date
(Instr. 3) cise (Month/ (Instr. 8) posed of (D) (Month/Day/
Price of Day/ (Instr. 3, 4 and 5) Year)
Deriva- Year) ------------------
tive Se-
curity Date Expira-
------------------- Exer- tion
(A) (D) cisable Date
------------ -------- ------- --------- ------ ---- -------- -------
Series A 0 1/1/98 J3 139000 None Current- None:
Cumulative ly call-
Convertible able
Redeemable on
Voting 3/29/99
Preferred
Stock, par
value $0.01
per share
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
7. Title and Amount of 8. Price of 9. Number of 10. Ownership 11. Nature of
Underlying Securities Derivative Derivative of Derivative Indirect
(Instr. 3 and 4) Security Securities Security: Direct Beneficial
(Instr. 5) Beneficially (D) or Indirect Ownership
Owned at End (I) (Instr. 4)
of Year (Instr. 4)
(Instr. 4)
- --------------------------
Amount or
Number of
Title Shares
- ----------- -------- --------- ------------ -------------- ----------
Class B
Common Stock 5294800 $1000 139000 D N/A
Class A
Common Stock 105896
</TABLE>
Explanation of Responses:
Commerzbank AG, Grand Cayman Branch, has beneficial ownership of
139,000 shares of the issuer's Series A Cumulative Convertible
Redeemable Voting Preferred Stock, par value $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 Class B Common Stock in 1997 and its registration under the
Securities Exchange Act of 1934. By its original terms, the
Series A Preferred was convertible at any time at the option of
the holder into 105,896 shares of the issuer's Class A Common
Stock, par value $0.01 per share. However, pursuant to a
Stockholder Agreement dated February 20, 1998 between the filer
and the issuer, the Series A Preferred may not be converted into
Class A Common Stock unless immediately and automatically
thereupon such Class A Common Stock is converted into Class B
Common Stock in accordance to the ratio previously established for
such conversions. 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 number of shares of Class
B Common Stock beneficially owned as of January 1, 1998 was
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.
Commerzbank AG Grand
Cayman Branch March 9, 1998
-------------------- -------------
** Signature of Date
Reporting Person
By: /s/ James J. Henry /s/ Steven A. Troyer
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Name: James J. Henry Steven A. Troyer
Title: Senior Vice Counsel (USA)
President
** Intentional misstatements or omissions of facts constitute
Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C.
78ff(a).
Note: File three copies of this Form, one of which must be
manually signed. If space provided is insufficient, see
Instruction 6 for procedure.
Potential persons who are to respond to the collection of
information contained in this form are not required to respond
unless the form displays a currenly valid OMB number.
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SEC 2270 (7-97)
