SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

November 24, 2004

Date of report (Date of earliest event reported)

 

 

Security Capital Corporation

(Exact Name of Registrant as Specified in Charter)

 

 

 

 

 

 

 

203-625-0770

(Registrant’s telephone number, including area code)

 

 

 

(Former Name or Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 3.01               Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;

                                                                Transfer of Listing

 

                On November 24, 2004, Security Capital Corporation (the “Company”) received a notice from the American Stock Exchange (the “AMEX”) Listing Qualifications staff (the “Staff”) advising that because the Company failed to timely file its Form 10-Q for the period ended September 30, 2004, as required pursuant to Sections 134 and 1101 of the AMEX Company Guide (the “Company Guide”), and because the Company’s audit committee does not have the requisite three members as required pursuant to Section 121B(2) of the Company Guide, the Company is no longer in compliance with the continued listing requirements of the AMEX.  The Staff also noted that, pursuant to Section 1003(d) of the Company Guide, the Company’s failure to timely file its Form 10-Q is a material violation of the Company’s listing agreement with the AMEX.  As a result of the foregoing, the Company’s securities are subject to suspension and delisting from the AMEX.

 

                In order to maintain its AMEX listing, the Staff has required the Company to submit by December 6, 2004 a plan advising the Staff of the actions the Company has taken or plans to take in order to bring itself into compliance with the continued listing standards of the AMEX by no later than January 6, 2005.  The Company intends to timely deliver its plan of compliance to the Staff.

 

                The supplemental procedures being performed at the Company’s CompManagement, Inc. subsidiary previously announced by the Company on November 23, 2004 are continuing, and the Company now expects to file its quarterly report on Form 10-Q for the quarter ended September 30, 2004 on or before the January 6, 2005 deadline imposed by the Staff.  The Company is also actively seeking to restore its audit committee to the required three persons as soon as possible.  The Company believes that such actions will terminate the procedure for delisting of the Company’s securities from the AMEX.  If the Company files a plan, but such plan is not accepted by the Staff, or if the Company is unable to file its Form 10-Q or restore its audit committee to three independent members by January 6, 2005 (or otherwise fails to make progress consistent with its plan), there can be no assurance that the AMEX will not proceed with the delisting of the Company’s securities.

 

                On December 1, 2004, the Company issued a press release announcing its receipt of the notice from the Staff.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

Item 9.01.                                          Financial Statements and Exhibits.

 

                                                                                                (c)           Exhibits.

 

99.1                                                                           Press Release of Security Capital Corporation, dated December 1, 2004.

 

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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.

 

Date:  December 1, 2004

 

	SECURITY CAPITAL CORPORATION
	By:	/s/ William R. Schlueter
		Name:	William R. Schlueter
		Title:	Senior Vice President and
			Chief Financial Officer

 

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INDEX TO EXHIBITS

 

Exhibit No.		Description
99.1		Press Release of Security Capital Corporation, dated December 1, 2004.

 

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