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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) December 10, 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, Santa Fe, New Mexico 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 December 10, 1998, the Board of Directors of Security Capital Group
Incorporated ("Security Capital") amended the Bylaws of Security Capital (the
"Bylaw Amendments"). The Bylaw Amendments are filed as an exhibit hereto and
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
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<CAPTION>
Exhibit
No. Document Description
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<S> <C>
3.1 Bylaw Amendments of Security Capital.
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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: December 21, 1998 By: /s/ JEFFREY A. KLOPF
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Jeffrey A. Klopf
Senior Vice President and Secretary
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INDEX TO EXHIBITS
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<CAPTION>
Exhibit
No. Document Description
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<S> <C>
3.1 Bylaw Amendments of Security Capital Group Incorporated.
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EXHIBIT 3.1
SECURITY CAPITAL GROUP INCORPORATED
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BYLAW AMENDMENTS
1. Section 3 of Article II of the Bylaws of Security Capital Group
Incorporated (the "Bylaws") is hereby amended by inserting "(a)" in front of the
first sentence thereof.
2. Section 3 of Article II of the Bylaws is hereby further amended by
deleting at the beginning of the second sentence thereof, the word "Special" and
substituting the words "Subject to subsections (b) through (g) of this Section
3, special" and, by deleting in the second sentence thereof the words "holders
of shares" and substituting the word "stockholders."
3. Section 3 of Article II of the Bylaws is hereby further amended
by adding at the end thereof the following:
(b) Any stockholder of record seeking to have stockholders
request a special meeting shall, by sending written notice to the Secretary
of the Corporation by certified or registered mail, return receipt
requested, request the Board of Directors to fix a record date to determine
the stockholders entitled to request a special meeting (the "Request Record
Date"). To be valid, that written request shall set forth the purpose or
purposes for which the special meeting is requested and each matter
proposed for consideration at the meeting, shall be signed by one or more
stockholders of record (or their duly authorized proxies or other
representatives), shall bear the date of signature of each such stockholder
(or proxy or other representative) and shall set forth all information
relating to such stockholder that must be disclosed in solicitations of
proxies for election of directors in an election contest, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 14a-11
thereunder. Upon receiving such notice from a stockholder, the Board of
Directors may fix a Request Record Date. The Request Record Date shall not
precede the close of business on the date upon which the resolution fixing
the Request Record Date is adopted by the Board of Directors and shall not
be more than ten days after the date upon
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which the resolution fixing the Request Record Date is adopted by the Board
of Directors. If the Board of Directors, within ten days after the date on
which a valid request to fix a Request Record Date is received, fails to
adopt a resolution fixing the Request Record Date and make a public
announcement of such Request Record Date, the Request Record Date shall be
the close of business on the tenth day after the first date on which a
valid written request to set a Request Record Date is received by the
Secretary.
(c) In order for a stockholder or stockholders to request a
special meeting, a written request or requests for a special meeting signed
by the stockholders of record (or their duly authorized proxies or other
representatives) as of the Request Record Date entitled to cast not less
than a majority of all of the votes entitled to be cast at such meeting
shall be delivered to the Secretary of the Corporation. To be valid, each
written request by a stockholder or stockholders for a special meeting
shall set forth each matter proposed to be considered at the meeting (which
shall be limited to the matters set forth in the written request to set a
Request Record Date received by the Secretary of the Corporation pursuant
to paragraph (b) of this Section 3), shall be signed by one or more persons
who as of the Request Record Date are stockholders of record (or their duly
authorized proxies or other representatives), shall bear the date of
signature of each such stockholder (or proxy or other representative), and
shall set forth the name and address, as they appear in the Corporation's
books, of each stockholder signing such request (or on whose behalf the
request for a special meeting is signed) and the class and number of shares
of stock of the Corporation which are owned of record and beneficially by
each such stockholder, shall be sent to the Secretary by certified or
registered mail, return receipt requested, and shall be received by the
Secretary within 60 days after the Request Record Date.
(d) The Secretary of the Corporation shall inform each requesting
stockholder of the reasonably estimated cost of holding the special
meeting, including the costs of preparing and mailing proxy materials for
the Corporation's own solicitation. The Corporation shall not be required
to call a special meeting upon stockholder request unless, in addition to
the documents required by paragraph (c) of this Section
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3, the Secretary receives payment of such reasonably estimated cost of
holding the special meeting from the requesting stockholders. If each of
the resolutions introduced by any requesting stockholder at such meeting is
adopted, and each of the individuals nominated by or on behalf of any
requesting stockholder for election as a director at such meeting is
elected, then the Corporation shall refund to the requesting stockholders
the amount paid by them as the reasonably estimated cost.
(e) Except as provided in the next sentence, any special meeting
shall be held at such place, time and date as may be designated by whoever
of the Chairman of the Board, Vice Chairman or Board of Directors shall
have called such meeting. In the case of any special meeting called by the
Secretary upon the request of stockholders (a "Request Special Meeting"),
such meeting shall be held at such place, hour and day as may be designated
by the Board of Directors; provided, however, that the date of any Request
Special Meeting shall be not more than 60 days after the Meeting Record
Date (as defined below); and provided further that if the Board of
Directors fails to designate, within ten days after the date that valid
written requests for such meeting by the stockholders of record as of the
Request Record Date entitled to cast not less than a majority of all the
votes entitled to be cast at such meeting are delivered to the Secretary of
the Corporation (the "Delivery Date"), a time and date for a Request
Special Meeting, then such meeting shall be held at 2:00 p.m. local time on
the 90th day after the Delivery Date or, if such 90th day is not a
Business Day (as defined below), on the first preceding Business Day; and
provided further that in the event that the Board of Directors fails to
designate a place for a Request Special Meeting within 10 days after the
Delivery Date, then such meeting shall be held at the principal executive
offices of the Corporation. In fixing a date for any special meeting, the
Chairman, Vice Chairman or Board of Directors may consider such factors as
he, she or it deems relevant within the good faith exercise of business
judgment, including, without limitation, the nature of the matters to be
considered, the facts and circumstances surrounding any request for meeting
and any plan of the Board of Directors to call an annual meeting or a
special meeting. In the case of any Request Special Meeting, if the Board
of Directors fails to fix a
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record date for such meeting (the "Meeting Record Date") within 30 days
after the Delivery Date, then the close of business on the 30th day after
the Delivery Date shall be the Meeting Record Date.
(f) The Corporation may engage regionally or nationally
recognized independent inspectors of elections to act as the agent of the
Corporation for the purpose of promptly performing a ministerial review of
the validity of any purported written request for a special meeting
received by the Secretary. For the purpose of permitting the inspectors to
perform such review, no purported request shall be deemed to have been
delivered to the Secretary of the Corporation until the earlier of (i) five
Business Days after receipt by the Secretary of such purported request and
(ii) such date as the independent inspectors certify to the Corporation
that the valid requests received by the Secretary represent at least a
majority of the issued and outstanding shares of stock that would be
entitled to vote at such meeting. Nothing contained in this paragraph (f)
shall in any way be construed to suggest or imply that the Board of
Directors or any stockholder shall not be entitled to contest the validity
of any request, whether during or after such five Business Day period, or
to take any other action (including, without limitation, the commencement,
prosecution or defense of any litigation with respect thereto, and the
seeking of injunctive relief in such litigation).
(g) For purposes of these Bylaws, "Business Day" shall mean any
day other than a Saturday, a Sunday or a day on which banking institutions
in the State of Maryland are authorized or obligated by law or executive
order to close.
4. Section 10 of Article II of the Bylaws is hereby amended by
deleting the fourth paragraph of Section 10 in its entirety and inserting the
following in lieu thereof:
Notwithstanding any other provision of the charter of the Corporation or
these Bylaws, Title 3, Subtitle 7 of the Corporations and Associations
Article of the Annotated Code of Maryland (or any successor statute) shall
not apply to any acquisition by any person of shares of stock of the
Corporation. This section may be repealed, in whole or in part, at any
time, whether before or after an acquisition of
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control shares, and, upon such repeal, may, to the extent provided by any
successor bylaw, apply to any prior or subsequent control share
acquisition.
5. Section 12(a)(2) of Article II of the Bylaws is hereby amended by
deleting in the second sentence thereof, the numbers "60" and "90" and
substituting therefor the numbers "75" and "100," respectively, and by further
deleting the words "90th" and "60th" and substituting therefor the words "100th"
and "75th," respectively.
6. Section 12(b) of Article II of the Bylaws is hereby amended by
deleting in the third sentence thereof the words "90th" and "60th" and
substituting therefor the words "100th" and "75th," respectively.
