<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.______)*
Security Capital Group, Incorporated
-------------------------------------------------------
(Name of Issuer)
Common Stock -- Class A
-------------------------------------------------------
(Title of Class of Securities)
81413P105
-------------------------------------------------------
(CUSIP Number)
March 1999
-------------------------------------------------------
(Date of Event Which requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] 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).
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
CURRENTLY VALID OMB CONTROL NUMBER.
Page 1 of 4 Pages
<PAGE> 2
CUSIP No. 81413P105
---------------------
1. Name of Reporting Persons.
I.R.S. Identification No. of Above Person:
United States Steel and Carnegie Pension Fund
25-085-1750
---------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [ X ]
---------------------------------------------------------------------
3. SEC Use Only
---------------------------------------------------------------------
4. Citizenship or Place of Organization
Pennsylvania
---------------------------------------------------------------------
5. Sole Voting Power
Number of 74,285
Shares --------------------------------------------------------
Beneficially by 6. Shared Voting Power
Owned by None
Each --------------------------------------------------------
Reporting 7. Sole Dispositive Power
Person With: 74,285
--------------------------------------------------------
8. Shared Dispositive Power
None
--------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
74,285
---------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
Not Applicable
---------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
6.1%
---------------------------------------------------------------------
12. Type of Reporting Person (See Instructions)
EP
---------------------------------------------------------------------
Page 2 of 4 Pages
<PAGE> 3
CUSIP No. 81413P105
---------------------
ITEM 1:
(a) NAME OF ISSUER:
Security Capital Group Incorporated
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
125 Lincoln Avenue
Santa Fe, New Mexico 87501
ITEM 2:
(a) NAME OF PERSON FILING
United States Steel and Carnegie Pension Fund
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
350 park Avenue,
17th Floor,
New York, NY 10022
(c) CITIZENSHIP
Pennsylvania
(d) TITLE OF CLASS OF SECURITIES
Common Stock, Class A
(e) CUSIP NUMBER
81413P105
ITEM 3: IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
13d-2(b), CHECK WHETHER THE PERSON FILING IS
(f) An Employee Benefit Plan, or Endowment Fund, in
Accordance with Section 240.13d-1(b)(1)(ii)(F).
ITEM 4: OWNERSHIP.
(a) Amount of Beneficially Owned:
74,285
(b) Percent of Class:
6.1%
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote 74,285
(ii) shared power to vote or to direct the vote None
Page 3 of 4 Pages
<PAGE> 4
CUSIP No. 81413P105
---------------------
(iii) sole power to dispose or to direct the
disposition of 74,285
(iv) shared power to dispose or direct the
disposition of None
ITEM 5: OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not Applicable.
ITEM 6: OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
Not Applicable.
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.
ITEM 10: CERTIFICATION.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer
of such securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
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.
UNITED STATES STEEL AND CARNEGIE
PENSION FUND, INC.
By: /s/ M. SHARON CASSIDY
--------------------------------------
Name: M. Sharon Cassidy
Title: General Counsel
Page 4 of 4 Pages
