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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 20, 2000
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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 20, 2000, Security Capital Group Incorporated ("Security
Capital") commenced a program for the offer of its Medium-Term Notes, Series B,
due nine months or more from date of issue ("Series B MTN Notes") in an
aggregate initial offering price of up to $200,000,000. The Series B MTN Notes
are part of the aggregate of $1,000,000,000 in common stock, preferred stock,
debt securities, warrants to purchase common stock, warrants to purchase
preferred stock and warrants to purchase debt securities registered by Security
Capital pursuant to a Registration Statement on Form S-3 (the "Registration
Statement") filed with the Securities and Exchange Commission (the "Commission")
(Registration No. 333-64979) for offer pursuant to Rule 415 promulgated under
the Securities Act of 1933, as amended (the "Act"). A Prospectus Supplement
dated December 20, 2000 relating to the Series B MTN Notes has been filed with
the Commission pursuant to Rule 424(b) under the Act. The issuance and sale of
the Series B MTN Notes may be made from time to time in various amounts with
varying terms pursuant to an Indenture, dated as of November 16, 1998 (the
"Indenture"), between Security Capital and State Street Bank and Trust Company,
as Trustee, and the resolution of the pricing committee of the Board of
Directors of Security Capital, dated December 1, 2000 (the "Board Resolution"),
pursuant to Section 301 of the Indenture. The Board Resolution is attached
hereto as Exhibit 4.1 and incorporated by reference herein.
The Series B MTN Notes will be distributed pursuant to a Distribution
Agreement, dated as of December 20, 2000 (the "Distribution Agreement"), among
Security Capital, J.P. Morgan Securities Inc., Banc of America Securities LLC,
Chase Securities Inc., Deutsche Bank Securities Inc., First Union Securities,
Inc. and Goldman, Sachs & Co.. The Distribution Agreement is attached hereto as
Exhibit 1 and incorporated by reference herein. The Series B MTN Notes may bear
fixed or floating rates of interest and will be issued substantially in the
forms attached hereto as Exhibits 4.2 and 4.3, respectively, which forms are
incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit
No. Document Description
1 Distribution Agreement, dated December 20, 2000, among Security
Capital, J.P. Morgan Securities Inc., Banc of America Securities LLC,
Chase Securities Inc., Deutsche Bank Securities Inc., First Union
Securities, Inc. and Goldman, Sachs & Co.
4.1 Resolution of the pricing committee of the Board of Directors of
Security Capital dated December 1, 2000 pursuant to Section 301 of the
Indenture, dated November 16, 1998, from Security Capital to State
Street Bank and Trust Company, as Trustee.
4.2 Form of Medium-Term Note, Series B (Fixed Rate Note) due nine months or
more from date of issue.
4.3 Form of Medium-Term Note, Series B (Floating Rate Note) due nine months
or more from date of issue.
23.1 Consent of KPMG.
23.2 Consent of PricewaterhouseCoopers S.a.r.l.
23.3 Consent of PricewaterhouseCoopers S.a.r.l.
23.4 Consent of PricewaterhouseCoopers LLP.
23.5 Consent of PricewaterhouseCoopers LLP.
23.6 Consent of PricewaterhouseCoopers LLP.
23.7 Consent of KPMG LLP.
23.8 Consent of KPMG LLP.
23.9 Consent of PricewaterhouseCoopers LLP.
1050966.2 10201 922C 91920694
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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: January 8, 2001 By: /s/ Jeffrey A. Klopf
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Jeffrey A. Klopf
Senior Vice President
1050966.2 10201 922C 91920694
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INDEX TO EXHIBITS
Exhibit
No. Document Description
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1 Distribution Agreement, dated December 20, 2000, among Security
Capital, J.P. Morgan Securities Inc., Banc of America Securities
LLC, Chase Securities Inc., Deutsche Bank Securities Inc., First Union
Securities, Inc. and Goldman, Sachs & Co.
4.1 Resolution of the pricing committee of the Board of Directors of
Security Capital dated December 1, 2000 pursuant to Section 301 of the
Indenture, dated November 16, 1998, from Security Capital to State
Street Bank and Trust Company, as Trustee.
4.2 Form of Medium-Term Note, Series B (Fixed Rate Note) due nine months or
more from date of issue.
4.3 Form of Medium-Term Note, Series B (Floating Rate Note) due nine months
or more from date of issue.
23.1 Consent of KPMG.
23.2 Consent of PricewaterhouseCoopers S.a.r.l.
23.3 Consent of PricewaterhouseCoopers S.a.r.l.
23.4 Consent of PricewaterhouseCoopers LLP.
23.5 Consent of PricewaterhouseCoopers LLP.
23.6 Consent of PricewaterhouseCoopers LLP.
23.7 Consent of KPMG LLP.
23.8 Consent of KPMG LLP.
23.9 Consent of PricewaterhouseCoopers LLP.
1050966.2 10201 922C 91920694
