Security Capital Group Incorporated
Ticker:SCZ 125 Lincoln Avenue
Exchange:New York Stock Exchange Santa Fe, NM 97501
Industry:Financial (SIC Code 6719) (505) 982-9292

Offering Information
Type of Shares:Class B Common Shares Filing Date:4/29/97
U.S. Shares:22,570,000 Offer Date:9/17/97
Non-U.S. Shares:0 Filing Range:$25.00 - $28.00
Primary Shares:22,570,000 Offer Price:$28.00
Secondary Shares:0 Gross Spread:$1.82
Offering Amount: $598,105,000 Selling:$1.10
Expenses: - Reallowance:$0.10
Shares Out After: -

Primary Underwriting Group
ManagerTierPhone
J.P. Morgan Securities Inc.Lead Manager (212) 648-0517
Goldman, Sachs & Co.Co-manager (212) 902-5959
Merrill Lynch & Co.Co-manager (212) 449-4600

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Mayer, Brown & Platt
Bank's Law Firm: Davis, Polk & Wardwell
Auditor: Arthur Andersen
Registrar/Transfer Agent: First National Bank of Boston

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 12/31/96
Revenue:$398.12Assets:$3,071.88
Net Income:$24.15Curr Assets:
EPS:$21.30Liabilities:$2,010.58
Prior EPS:-$57.00Curr Liabilities:
Cash Flow/Oper:$34.59Equity:$1,061.30
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a real estate research , investment and management company. Management has assembled a superior team of operating and investment professionals to implement the firm's strategy. Prior to the Offering, Security Capital was owned primarily by directors, officers, employees and 65 major domestic and foreign institutional investors. The company's strategy is to create the optimal organization to lead and profit from global real estate securitization. Since its commencement of operations in 1991, the company has continually committed research and development capital to generate new start-up, fully integrated real estate operating companies and new business services. Based on such research and development activities, the company has established a range of real estate research, service and management businesses and made a series of investments in Security Capital Pacific Trust, Security Capital Industrial Trust, Security Capital Atlantic Incorporated, Security Capital U.S. Realty and Homestead Village Incorporated.

Use of Proceeds
The proceeds from the proposed offering will be used for general corporate purposes which may include the allocation of new capital to new businesses and the partial repayment of outstanding indebtedness of Security Capital.

©1997 IPO Data Systems, Inc. - All rights reserved.