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 1, 1999
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)
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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
BYLAW AMENDMENTS
On December 1, 1999, 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.
SHARE REPURCHASE PROGRAM
On December 8, 1999, Security Capital announced the completion of its
initial share repurchase program and the authorization of a new share repurchase
program for an additional $100 million of shares. Under the initial program,
Security Capital repurchased the equivalent of 7,523,697 shares of Security
Capital Class B Common Stock, $.01 par value per share ("Class B Common Stock"),
for a total approximate repurchase price of $100 million. Under the new program,
Security Capital may purchase shares of Class A Common Stock, $.01 par value per
share, or Class B Common Stock from time to time in open market and privately
negotiated transactions, depending on market prices and other conditions. The
press release announcing the completion of the initial share repurchase program
and the authorization of the new program is filed as an exhibit hereto and
incorporated herein by reference.
NOMINATING COMMITTEE
In November, 1999, the Board of Directors formed a Nominating Committee
composed of outside directors. The Nominating Committee will have the
responsibility to identify and select individuals for nomination to the Board of
Directors of Security Capital.
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Item 7. Financial Statements and Exhibits
(a) Financial Statements
None.
(b) Pro Forma Financial Information
None.
(c) Exhibits
EXHIBIT NO. DOCUMENT DESIGNATION
3.1 Bylaw Amendments of Security Capital Group
Incorporated.
99.1 Press Release, dated December 8, 1999.
<PAGE>
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
By: /s/ Jeffrey A. Klopf
Jeffrey A. Klopf
Senior Vice President and Secretary
Dated: December 8, 1999
Exhibit 3.1
SECURITY CAPITAL GROUP INCORPORATED
BYLAW AMENDMENTS
Section 4 of Article II of the Bylaws of the Company is hereby amended
by deleting Section 4 in its entirety and substituting in its place the
following:
Section 4. NOTICE. Not less than ten nor more than 90 days before each
meeting of stockholders, the Secretary shall give to each stockholder entitled
to vote at such meeting and to each stockholder not entitled to vote who is
entitled to notice of the meeting written or printed notice stating the time and
place of the meeting and, in the case of a special meeting or as otherwise may
be required by any statute, the purpose for which the meeting is called, either
by mail, by presenting it to such stockholder personally, by leaving it at his
or her residence or usual place of business or by any other means authorized by
Maryland law. If mailed, such notice shall be deemed to be given when deposited
in the United States mail addressed to the stockholder at the stockholder's post
office address as it appears on the records of the Corporation, with postage
thereon prepaid.
Section 9 of Article II of the Bylaws if hereby amended by deleting
Section 9 in its entirety and substituting in its place the following:
Section 9. PROXIES. A stockholder may vote the stock owned of record by
the stockholder, either in person or by proxy executed in any manner authorized
by Maryland law by the stockholder or by the stockholder's duly authorized
agent. Such proxy shall be filed with the Secretary of the Corporation before or
at the time of the meeting. No proxy shall be valid more than eleven months
after the date of its execution, unless otherwise provided in the proxy.
Exhibit 99.1
SECURITY CAPITAL
NEWS RELEASE
For information, contact:
Pamela Silberman (800) 988-4304
SECURITY CAPITAL ANNOUNCES COMPLETION OF INITIAL
$100 MILLION SHARE REPURCHASE PROGRAM,
COMMENCEMENT OF ADDITIONAL $100 MILLION BUYBACK
CHICAGO (December 8, 1999) - Security Capital Group Incorporated (NYSE: SCZ)
today announced the completion of its initial share repurchase program, in which
the company repurchased the equivalent of 7,523,697 SCZ shares, for a total
approximate investment of $100 million. This represents 6.2% of shares
outstanding on August 12, 1999, when the program was first announced.
The company also announced that the Board has authorized an additional $100
million share repurchase program to purchase the company's common shares from
time to time in open market or privately negotiated transactions.
Security Capital Group Incorporated is an international real estate research,
investment and operating management company. Security Capital operates its
business through two divisions. The Capital Division provides operational and
capital deployment oversight to direct and indirect investments in real estate
operating companies, generating earnings principally from its ownership of these
affiliates. Currently, the Capital Division has investments in 16 real estate
operating companies. The Financial Services Division generates fees principally
from capital management and capital markets activities. The principal offices of
Security Capital and its directly owned affiliates are in Amsterdam, Atlanta,
Brussels, Chicago, Denver, El Paso, Houston, London, Luxembourg, New York and
Santa Fe.
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