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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) and (d) AND AMENDMENTS THERETO
FILED PURSUANT TO 13d-2
(Amendment No. ________________)(1)
SECURITY CAPITAL GROUP INCORPORATED
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(Name of Issuer)
CLASS B COMMON STOCK PAR VALUE $0.01
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(Title of Class of Securities)
81413P204
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(CUSIP Number)
Not Applicable
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/ / Rule 13d-1(b)
/x/ Rule 13d-1(c)
/ / Rule 13d-1(d)
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(1) 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 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).
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Schedule 13G Forms
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CUSIP No. 81413P204 13G Page 2 of 8 Pages
1. NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
SCPG HOLDINGS PTE. LTD.
NONE
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
SINGAPORE
Number of Shares 5. SOLE VOTING POWER NIL
Beneficially Owned
By Each Reporting
Person With
6. SHARED VOTING POWER 3,819,709
7. SOLE DISPOSTIVE POWER NIL
8. SHARED DISPOSITIVE 3,819,709
POWER
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,819,709
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.1%
12. TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Schedule 13G Forms
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CUSIP No. 81413P204 13G Page 3 of 8 Pages
1. NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
GOVERNMENT OF SINGAPORE INVESTMENT CORPORATION (REALTY) PTE LTD
NONE
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
SINGAPORE
Number of Shares 5. SOLE VOTING POWER NIL
Beneficially Owned
By Each Reporting
Person With
6. SHARED VOTING POWER 3,819,709
7. SOLE DISPOSTIVE POWER NIL
8. SHARED DISPOSITIVE 3,819,709
POWER
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,819,709
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.1%
12. TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Schedule 13G Forms
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CUSIP No. 81413P204 13G Page 4 of 8 Pages
1. NAME OF REPORTING PERSON IRS IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
GOVERNMENT OF SINGAPORE INVESTMENT CORPORATION PTE LTD
NONE
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
SINGAPORE
Number of Shares 5. SOLE VOTING POWER NIL
Beneficially Owned
By Each Reporting
Person With
6. SHARED VOTING POWER 3,819,709
7. SOLE DISPOSTIVE POWER NIL
8. SHARED DISPOSITIVE 3,819,709
POWER
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,819,709
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.1%
12. TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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PAGE 5 OF 8
ITEM 1(a). NAME OF ISSUER
Security Capital Group Incorporated
ITEM 1(b). ADDRESS OF ISSUERS' PRINCIPAL EXECUTIVE OFFICES
125 Lincoln Avenue
Santa Fe, New Mexico 87501
ITEM 2(a). NAME OF PERSONS FILING
I. SCPG Holdings Pte. Ltd.
II. Government of Singapore Investment Corporation (Realty)
Pte. Ltd.
III. Government of Singapore Investment Corporation Pte.
Ltd.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE
I, II and III c/o Government of Singapore Investment Corporation
(Realty) Pte Ltd
250 North Bridge Road
#38-00 Raffles City Tower
Singapore 179101
ITEM 2(c). CITIZENSHIP
I, II and III Singapore
ITEM 2(d). TITLE OF CLASS OF SECURITIES
Class B Common Stock, par value $0.01.
ITEM 2(e). CUSIP NUMBER
81413P204
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(b) OR 13D-2(b) OR
2(c), CHECK WHETHER THE PERSON FILING IS A
N.A.
IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(c), CHECK THIS BOX. /x/
There is no change in the beneficial ownership of the Issuer's
securities being reported by the Reporting Persons. This statement is filed
exclusively to report the change of status to "passive investor" pursuant to
Rule 13d-1(c).
ITEM 4. OWNERSHIP
The aggregate number of securities and percentage of the class of
securities of the Issuer beneficially owned by each Reporting Person named in
Item 2(a), as well as the number of securities as to which such person is deemed
to have sole power to vote or
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PAGE 6 OF 8
to direct the vote, shared power to vote or to direct the vote, sole power to
dispose or to direct the disposition, or shared power to dispose or direct the
disposition, is set forth in the following table:
<TABLE>
<CAPTION>
POWER TO VOTE POWER TO DISPOSE
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NO OF SECURITIES
----------------
PERSON BENEFICIALLY OWNED SOLE SHARED SOLE SHARED
------ ------------------ ---- ------ ---- ------
<S> <C> <C> <C> <C> <C>
SCPG Holdings Pte. Ltd. 3,819,709 0 3,819,709 0 3,819,709
Government of Singapore Investment
Corporation (Realty) Pte Ltd 3,819,709 0 3,819,709 0 3,819,709
Government of Singapore Investment
Corporation Pte Ltd 3,819,709 0 3,819,709 0 3,819,709
Total(1) (all Reporting Persons) 3,819,709 0 3,819,709 0 3,819,709
</TABLE>
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1. The reporting persons disclaim membership in a group.
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PAGE 7 OF 8
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
N.A.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
N.A.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
N.A.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
N.A.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
N.A.
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities, and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
MATERIAL TO BE FILED AS EXHIBITS
1. Power of Attorney of Government of Singapore Investment Corporation
(Realty) Pte. Ltd. to SCPG Holdings Pte. Ltd. dated April 23, 1998;
2. Power of Attorney of Government of Singapore Investment Corporation Pte.
Ltd. to SCPG Holdings Pte. Ltd. dated April 23, 1998.
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PAGE 8 OF 8
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
6/5/98
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Date SCPG Holdings Pte. Ltd.
By: /s/ GUY TCHEAU
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Director
Government of Singapore Investment
Corporation (Realty) Pte. Ltd.
By: SCPG Holdings Pte. Ltd., its
attorney-in-fact
By: /s/ GUY TCHEAU
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Director
Government of Singapore Investment
Corporation Pte. Ltd.
By: SCPG Holdings Pte. Ltd., its
attorney-in-fact
By: /s/ GUY TCHEAU
------------------------------
Director
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<TABLE>
<CAPTION>
EXHIBIT INDEX
EXHIBIT NO. NAME OF EXHIBIT PAGE NO.
- ----------- --------------- --------
<S> <C> <C>
1 Power of Attorney by Government of Singapore Investment
Corporation (Realty) Pte. Ltd. dated April 23, 1998.
2 Power of Attorney by Government of Singapore Investment
Corporation Pte. Ltd. dated April 23, 1998.
</TABLE>
<PAGE>
GOVERNMENT OF SINGAPORE INVESTMENT
CORPORATION (REALTY) PTE LTD
250 NORTH BRIDGE ROAD #38-00 RAFFLES CITY TOWER SINGAPORE 179101
TEL: 336-3366 FAX: 330-8722 TELEX: RS 20484 GOVEST
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints SCPG Holdings Pte. Ltd with full power of substitution,
the undersigned's true and lawful attorney-in-fact and agent for the undersigned
in the undersigned's name, place and stead, in any and all capacities, to
execute, on behalf of the undersigned, any and all statements or reports under
Sections 13 and 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), in connection with the acquisition, ownership or disposition of
any equity securities of securities of Security Capital Group Incorporated,
including, without limitation, all statements on Schedule 13D or Schedule 13G
and all amendments thereto, all joint filing agreements pursuant to Rule
13d-1(k) under the Exchange Act in connection with such statements, and any and
all other documents that may be required, from time to time, to be filed with
the Securities and Exchange Commission, to execute any and all amendments or
supplements to any such statements or forms, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting to said attorney-in-fact full power
and authority to do so and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as the undersigned might or could do in person, hereby ratifying and
confirming that said attorney-in-fact, in serving in such capacity at the
request of the undersigned, is not assuming any of the responsibilities of the
undersigned to comply with the Section 13 of the Exchange Act or any other legal
requirement. This Power of Attorney shall remain in effect until revoked in
writing by the undersigned.
Government of Singapore Investment
Corporation (Realty) Pte. Ltd.
/s/ Vivien Chen Vui Wen /s/ Seek Ngee Huat
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Vivien Chen Vui Wen Seek Ngee Huat
Dated: 23 April 1998
<PAGE>
GOVERNMENT OF SINGAPORE INVESTMENT CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints SCPG Holdings Pte. Ltd. with full power of
substitution, the undersigned's true and lawful attorney-in-fact and agent for
the undersigned in the undersigned's name, place and stead, in any and all
capacities, to execute, on behalf of the undersigned, any and all statements or
reports under Sections 13 and 16(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), in connection with the acquisition, ownership or
disposition of any equity securities of Security Capital Group Incorporated,
including, without limitation, all statements on Schedule 13D or Schedule 13G
and all amendments thereto, all joint filing agreements pursuant to Rule
13d-1(k) under the Exchange Act in connection with such statements, and any and
all other documents that may be required, from time to time, to be filed with
the Securities and Exchange Commission, to execute any and all amendments or
supplements to any such statements or forms, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting to said attorney-in-fact full power
and authority to do so and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as the undersigned might or could do in person, hereby ratifying and
confirming that said attorney-in-fact, in serving in such capacity at the
request of the undersigned, is not assuming any of the responsibilities of the
undersigned to comply with the Section 13 of the Exchange Act or any other legal
requirement. This Power of Attorney shall remain in effect until revoked in
writing by the undersigned.
Government of Singapore Investment
Corporation Pte. Ltd.
/s/ Vivien Chen Vui Wen /s/ Seek Ngee Huat
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Vivien Chen Vui Wen Seek Ngee Huat
Dated: 23 April 1998
Government of Singapore Investment Corporation Pte Ltd
250 North Bridge Road #38-00 Raffles City Tower Singapore 179101 -Tel: (65)
330-3366 - Fax: (65) 330-8722 - Telex: RS 20484 GOVEST
