FORM 4
|_| Check this box if no longer subject to
Section 16. Form 4 or Form 5 obligations
may continue. See Instructions 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities 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 and SCZA
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3. IRS or Social Security Number of Reporting Person
(Voluntary)
4. Statement for Month
As of May 31, 1998
------------------------------
5. If Amendment, Date of Original (Month/Year)
As of January 1, 1998
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6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director x 10% Owner
----- -----
Officer (give Other (specify
----- title below) ----- below)
7. Individual or Joint/Group Filing (Check Applicable Line)
x Form filed by One Reporting Person
-----
Form filed by More than One Reporting Person
-----
Table I -- 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
----------- ------------------------ Month (Instr. 4) (Instr. 4)
(A) or (Instr. 3 and 4)
Code V Amount (D) Price
--------- --------------- ---- ----- -------- ------ ----- ---------------- ----------- -----------
Class B 5/12/98 J 8,588,088 D $30.00 6,606,205 D N/A
Common 5/12/98 J 3,352 D $30.00 D N/A
Stock, par
value $0.01
per share
</TABLE>
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see
Instruction 4(b)(v).
(Over)
SEC 1474 (7-96)
<PAGE>
FORM 4 (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- Date Expira-
curity ----------- ------------------- Exer- tion
Code V (A) (D) cisable Date
------------ -------- ------- ---- ----- ------ ----- -------- -------
Class A 0 5/12/98 J N/A 105,896 N/A N/A
Common
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 Form 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)
Amount or of Month (Instr. 4)
Number of (Instr. 4)
Title Shares
- ----------- -------- --------- ------------ -------------- ----------
Class B
Common Stock 5,294,800 N/A 0 D N/A
</TABLE>
Explanation of Responses:
On May 12, 1998, pursuant to an Exchange Agreement, dated as of
May 7, 1998 (the "Exchange Agreement"), between the filer and the
issuer, the filer (x) exchanged with the issuer (i) all 139,000
shares of the issuer's Series A Cumulative Convertible Redeemable
Voting Preferred Stock, par value $0.01 per share, owned by the
filer and (ii) 3,293,288 shares of the issuer's Class B Common
Stock, par value $0.01 per share (the "Class B Common"), owned by
the filer for 257,643 shares of the issuer's newly created Series
B Cumulative Convertible Redeemable Voting Preferred Stock, par
value $0.01 per share (the "Series B Preferred"), and (y)
transferred to the issuer for no additional consideration 3,352
shares of Class B Common owned by the filer. The 3,352 shares of
Class B Common described in clause (y) above were transferred by
the filer to the issuer in full settlement of any claim or
liability which might arise under Section 16(b) of the Securities
Exchange Act of 1934, as amended (the "Securities Exchange Act"),
in respect of the transactions described above; provided,
however, that the filer does not admit that any claim might
arise, or liability would exist, under Section 16(b) of the
Securities Exchange Act as a result of the Exchange Agreement and
the transactions contemplated thereby.
The closing market price of the Class B Common on May 7, 1998 of
$30.00 per share was agreed upon in the Exchange Agreement as the
price for setting the exchange ratios and values of the
respective securities delivered by the parties for both
transactions described above. The Series B Preferred is not
registered under the Securities Exchange Act. The shares of
Series B Preferred owned by the filer are convertible in the
aggregate into a total of 6,606,205 shares of the issuer's Class
B Common but not into any other securities of the issuer. The
Exchange Agreement was approved by unanimous written consent of
the Board of Directors of the issuer.
Commerzbank AG, Grand
Cayman Branch June 10, 1998
--------------------- --------------
** Signature of Date
Reporting Person
By: /s/ James Henry /s/ Steven A. Troyer
------------------------------------------
Name: James Henry Steven A. Troyer
Title: Senior Vice Vice President
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 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 1474 (7-96)
