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
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(Exact name of registrant as specified in its charter)
March 21, 1997
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Date of Report (Date of earliest event reported)
Delaware 1-7921 13-3003070
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1111 North Loop West, Suite 400, Houston, Texas 77008
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(Address of principal executive offices) (Zip Code)
(713) 880-7100
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(Registrant's telephone number, including area code)
No Exhibits Are Filed Herewith
Total Number of Pages: 3
Item 5. Other Events.
On March 27, 1997, Security Capital Corporation (the "Company") announced that
it signed a letter of intent on March 21, 1997 to acquire substantially all of
the assets of a privately-held manufacturer and distributor of seasonal
specialty products, with annual sales in 1996 of approximately $8 million.
Proposed consideration consists of approximately $5.6 million in cash, subject
to adjustment based on the net worth as of January 31, 1997 of the company to be
acquired, a subordinated note in the amount of $2 million, subject to adjustment
based on the post-closing operating performance of such company, which note is
convertible into Class A Common Stock of the Company, and the assumption of
certain liabilities. The seller also will receive 20% of the common stock of the
subsidiary to be formed by the Company in order to acquire such assets. The
closing of the acquisition is subject to various conditions, including the
completion by the Company of its due diligence review, the obtaining of
financing and the negotiation and execution of satisfactory documentation among
the principals, including employment agreements with the executive officers of
the company to be acquired. The acquisition currently is anticipated to close in
June 1997.
Security Capital Corporation is a holding company with subsidiaries engaged in
the businesses of design, importation and distribution of fine quality
collectibles and insurance brokerage. The Company is in the process of selling
its insurance brokerage business. The Company recently changed its fiscal
year-end from September 30 to December 31 to reflect more accurately the
business cycle of the collectibles industry.
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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: March 27, 1997 By: /s/ A. George Gebauer
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A. George Gebauer
President
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