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): January 16, 2001
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
On January 16, 2001, Security Capital Group Incorporated ("Security
Capital Group") and Security Capital U.S. Realty, an entity formed under the
laws of Luxembourg as a Societe d'Investissement a Capital Fixe ("U.S. Realty"),
issued a joint press release announcing the approval by the shareholders of U.S.
Realty of the previously announced Transaction Agreement (the "Transaction
Agreement") between Security Capital Group, SC Realty Incorporated, an indirect
wholly owned subsidiary of Security Capital Group ("SC-Realty"), and U.S.
Realty, and the consummation on January 16, 2001 of the transactions
contemplated by the Transaction Agreement. A copy of the press release is
attached hereto as Exhibit 99.1 and is hereby incorporated herein by reference,
and the description herein of such press release and the matters described
therein is qualified in its entirety by reference to such press release.
In connection with the transactions described in the Transaction
Agreement, Security Capital entered into an Amended and Restated Credit
Agreement with Bank of America, N.A., The Chase Manhattan Bank, Wells Fargo
Bank, National Association and Chase Securities Inc. and a Term Loan Agreement
with the same parties copies of which are attached hereto as Exhibits 10.1 and
10.2 and are hereby incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(a) Financial Statements
None.
(b) Pro Forma Financial Information
None.
(c) Exhibits
Exhibit No. Document Designation
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10.1 Amended and Restated Credit Agreement by and between
Security Capital Group and Bank of America, N.A., The
Chase Manhattan Bank, Wells Fargo Bank, National
Association and Chase Securities Inc.
10.2 Term Loan Agreement by and between Security Capital
Group and Bank of America, N.A., The Chase Manhattan
Bank, Wells Fargo Bank, National Association and
Chase Securities Inc.
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99.1 Joint Press Release of Security Capital Group and
U.S. Realty dated January 16, 2001.
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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
By: /s/ Jeffrey A. Klopf
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Jeffrey A. Klopf
Senior Vice President and Secretary
Dated: January 16, 2001
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Exhibit Index
10.1 Amended and Restated Credit Agreement by and between
Security Capital Group Incorporated and Bank of
America, N.A., The Chase Manhattan Bank, Wells Fargo
Bank, National Association and Chase Securities Inc.
10.2 Term Loan Agreement by and between Security Capital
Group Incorporated and Bank of America, N.A., The
Chase Manhattan Bank, Wells Fargo Bank, National
Association and Chase Securities Inc.
99.1 Joint Press Release of Security Capital Group
Incorporated and Security Capital U.S. Realty dated
January 16, 2001.
