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
SECURITY CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
August 29, 1996
Date of Report (Date of earliest event reported)
Delaware 1-7921 13-3003070
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1111 North Loop West, Suite 400, Houston, Texas 77008
(Address of principal executive offices) (Zip Code)
(713) 880-7100
(Registrant's telephone number, including area code)
Exhibit Index begins on Page 4
Total Number of Pages: 4
- 1 -
ITEM 5. OTHER EVENTS.
As previously reported in a Form 8-K filed on October 16, 1992, the Company's
indirect, wholly-owned subsidiary, Foster Insurance Managers, Inc., a Texas
corporation ("FIM"), is party to an Agency and Management Services Agreement
(the "Agency Agreement") with Foster Insurance Services, Inc., a Texas
corporation ("FIS"), pursuant to which FIS serves FIM as its local recording
agent in the State of Texas and FIM provides management consulting services to
FIS and maintains insurance markets for the placement of the insurance business
produced by FIS. FIM is also party to a Buy-Sell Agreement (the "Buy-Sell
Agreement") with FIS and Edward G. Britt, Jr. ("Britt"), the sole shareholder of
FIS. For a description of the terms of the Agency Agreement and the Buy-Sell
Agreement, reference is made to the Company's Current Report on Form 8-K filed
on October 16, 1992 and the exhibits attached thereto, which are incorporated by
reference herein.
On August 29, 1996, Britt exercised his put option pursuant to Section 2(a) of
the Buy-Sell Agreement to require FIM to purchase all of the shares of FIS
common stock held by Britt for the put option price of $1,000. By the same
notice, Britt also exercised his option pursuant to Section 2(b) of the Buy-Sell
Agreement to purchase all of the assets, liabilities and business of FIS at
fifty percent (50%) of their Fair Market Value (as defined in the Buy-Sell
Agreement). FIM and Britt are in the process of determining such Fair Market
Value either by direct negotiation or with the assistance of an independent
third party appraiser. Upon the consummation of the purchases and sales
described above, the Agency Agreement and the Buy- Sell Agreement will terminate
and the Company no longer will have any interest in the insurance brokerage
business currently operated through FIS.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Number Exhibit
------ -------
1. Agency and Management Services Agreement, effective September 1, 1992,
between Foster Insurance Managers, Inc. and Foster Insurance Services,
Inc. (Incorporated by reference to Exhibit 1 to the Company's Current
Report on Form 8-K dated September 1, 1992).
2. Buy-Sell Agreement, effective September 1, 1992, between Foster
Insurance Managers, Inc. and Foster Insurance Services, Inc. and
Edward G. Britt, Jr. (Incorporated by reference to Exhibit 2 to the
Company's Current Report on Form 8-K dated September 1, 1992).
- 2 -
SIGNATURE
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 thereunto duly authorized.
SECURITY CAPITAL CORPORATION
(Registrant)
Dated: October 17, 1996 By:
A. George Gebauer
President
- 3 -
SECURITY CAPITAL CORPORATION
INDEX OF EXHIBITS
Sequentially
Numbered
Number Exhibit Page
------ ------- ------------
1. Agency and Management Services Agreement, effective
September 1, 1992, between Foster Insurance Managers,
Inc. and Foster Insurance Services, Inc. (Incorporated by
reference to Exhibit 1 to the Company's Current Report
on Form 8-K dated September 1, 1992).
2. Buy-Sell Agreement, effective September 1, 1992,
between Foster Insurance Managers, Inc. and Foster
Insurance Services, Inc. and Edward G. Britt, Jr.
(Incorporated by reference to Exhibit 2 to the Company's
Current Report on Form 8-K dated September 1, 1992).
- 4 -