SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Security Capital Group Incorporated
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(Name of Issuer)
Class B Common Stock, par value $.01 per share
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(Title of Class of Securities)
81413P204
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(CUSIP Number)
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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)
*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).
<PAGE>
CUSIP No. 81413P204 13G Page __ of __ Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Commerzbank AG, Grand Cayman Branch
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
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5 SOLE VOTING POWER
6,985,200 shares of Class B Common Stock
NUMBER OF ------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 6,985,200 shares of Class B Common Stock
PERSON ------------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
0
- ----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,985,200 shares of Class B Common Stock
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.8%
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12 TYPE OF REPORTING PERSON*
CO
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*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 is 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: Since its initial filing of
Schedule 13G, Commerzbank AG, Grand Cayman Branch, has acquired
directly certain amounts of the issuer's Class A Common Stock,
par value $0.01 per share, and Class B Common Stock so that as of
February 27, 1998 the filer holds beneficial ownership of
6,985,200 shares of the issuer's Class B Common Stock. Of this
amount, 5,294,800 shares represents beneficial ownership derived
from the filer's beneficially ownership of 105,896 shares of the
issuer's Class A Common Stock by reason of its 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
<PAGE>
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.
(b) The percent of Class B Common Stock beneficially owned
is 16.8% based upon data provided to the filer by the issuer
regarding the number of Class B Common Stock shares outstanding
as of February 27, 1998.
(c) Commerzbank AG, Grand Cayman Branch, (i) has sole power
to vote or to direct the vote of 6,985,200 shares; (ii) has
shared power to vote or to direct the vote of 0 shares; (iii) has
sole power to dispose or to direct the disposition of 6,985,200
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
By signing below we certify that, to the best of our
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.
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.
March 9, 1998
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Date
COMMERZBANK AG, GRAND CAYMAN BRANCH
By: /s/ James J. Henry /s/ Steven A. Troyer
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Names: James J. Henry Steven A. Troyer
Titles: Senior Vice Counsel (U.S.)
President
