**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

----

 

**FORM 10-K/A**

 

**(Mark One)**

 
| **ý**                                                                                                           | ** ** | **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934**     |
|----------------------------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------|
| ** **                                                                                                           | ** ** | ** **                                                                                         |
| **For the fiscal year ended December 31, 2005**                                                                 |
|                                                                                                                 |       |                                                                                               |
| **OR**                                                                                                               |
|                                                                                                                 |       |                                                                                               |
| **o**                                                                                                                | ** ** | **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF  THE SECURITIES EXCHANGE ACT OF 1934** |
| ** **                                                                                                           | ** ** | ** **                                                                                         |
| **For the transition period from         to      ** |
|                                                                                                                 |       |                                                                                               |
| **Commission File Number: 1-7921**                                                                                   |

 

----

 

**SECURITYCAPITAL CORPORATION**

(Exact name of registrant as specified in its charter)

 

| **Delaware**                    | ** ** | **13-3003070**         |
|---------------------------------|------------|------------------------|
| (State or other jurisdiction of |       | (I.R.S. Employer  |
| incorporation or organization)  |       | Identification No.)    |

 

**Eight Greenwich Office Park**

**Greenwich, Connecticut 06831**

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: **(203) 625-0770**

 

**SECURITIES REGISTERED PURSUANT TO SECTION 12(b)OF THE ACT:**

** **
| ** **                                 | **Title of each class** | ** **              | ** ** | ** ** | **Name of each exchange on which registered** | ** ** |
|--------------------------------------------|----------------------------------------|-------------------------|------------|------------|-----------------------------------------------------------------------------|------------|
| Class A Common Stock, $0.01 par value |                                   | American Stock Exchange |

 

SECURITIES REGISTERED PURSUANT TOSECTION 12(g) OF THE ACT:

**None.**

 

----

 

Indicateby check mark if the Registrant is a well-known seasoned issuer, as defined inRule 405 of the Securities Act. Yes  o  No  ý

 

Indicateby check mark if the Registrant is not required to file reports pursuant toSection 13 or 15(d) of the Exchange Act. Yes o No  ý

 

Indicateby check mark whether the Registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Exchange Act during the preceding12 months (or for such shorter period that the Registrant was required tofile such reports) and (2) has been subject to such filing requirementsfor the past 90 days. Yes ý  No o

 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to thebest of Registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K. ý

 

Indicateby check mark whether the Registrant is a large accelerated filer, anaccelerated filer, or a non-accelerated filer. See definition of “acceleratedfiler and large accelerated filer” in Rule 12b-2 of the Exchange Act.

 

LargeAccelerated Filer  o     AcceleratedFiler  o            Non-accelerated Filer ý

 

Indicate by check markwhether the Registrant is a shell company (as defined in Rule 12b-2 of theExchange Act). Yes o  No ý

 

Asof June 30, 2005, 6,770,967 shares of the Registrant’s voting stock wereoutstanding, of which 5,597,632 shares were held by affiliates of theRegistrant. The aggregate market value of the remaining 1,173,335 shares ofvoting stock held by non-affiliates (based upon the closing price of theRegistrant’s Class A Common Stock on June 30, 2005 of $13.43) was $15,757,889.

 

Asof March 24, 2006, 7,148,587 shares of the Registrant’s Class A Common Stockand 380 shares of the Registrant’s Common Stock were outstanding.

 

**DocumentsIncorporated by Reference**

Part IVincorporates certain exhibits by reference from the Registrant’s previousfilings.

 

 

----

 

**EXPLANATORY NOTE**

 

This amendment on Form 10-K/A amends our Annual Report on Form 10-K forthe fiscal year ended December 31, 2005, as filed with the Securities andExchange Commission on March 31, 2006, to include the information required byPart III of Form 10-K. This amendment is not intended to update otherinformation presented in the Annual Report as originally filed.

 

----

 

**PART III**

 

**ITEM 10.****                      DIRECTORSAND EXECUTIVE OFFICERS OF THE REGISTRANT**

 

The directors of the Company are as follows:

** **
| ** **                     | ** ** | ** ** | ** ** | **Director** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--------------------------------|------------|------------|------------|--------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Name**                       | ** ** | **Age**    | ** ** | **Since**    | ** ** | **Principal Occupation During Last Five Years; Other Directorships**                                                                                                                                                                                                                                                                                                                                                                                                 |
| Brian D. Fitzgerald            |       | 61         |       | 1990         |       | Chairman of the Board of  Directors (the “Board”) of the Company since January 1990 and President and  CEO of the Company since July 2000; President of FGS, Inc. since March 1989;  and a partner, general partner, stockholder, officer and/or director of  various Capital Partners entities for more than five years.                                                                                                                                                                     |
|                           |       |       |       |         |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| A. George Gebauer              |       | 73         |       | 1990         |       | Vice  Chairman of the Board since July 2000 and Secretary of the Company since  February 1994; Vice President, Secretary and a director of FGS, Inc. since  March 1989; and a partner, general partner, stockholder, officer and/or  director of various Capital Partners entities for more than five years. Mr.  Gebauer was also the President of the Company from January 1990 to July 2000.                                                                                                         |
|                           |       |       |       |         |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Samuel B. Fortenbaugh III  (1) |       | 72         |       | 2001         |       | Practicing  lawyer (private practice) from August 2002; senior partner of Morgan, Lewis  & Bockius LLP (“MLB”), an international law firm, from January 1980 to  September 2001 and a senior counsel of MLB from October 2001 to August 2002.  He also serves as a director and a member of the executive committee of  Baldwin Technology Company, Inc., a leading international manufacturer of  controls and accessories for the printing industry.                                    |
|                           |       |       |       |         |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| John H. F. Haskell, Jr         |       | 74         |       | 2001         |       | Retired; non-employee  advisor at UBS Securities LLC, an investment banking firm, from  March 2004 to May 2005; managing director  of Dillon, Read & Co. Inc. and its successors, Warburg Dillon Read LLC  and UBS Warburg LLC, from 1975 to 2003; and presently serving as a director  of Pall Corporation,  an international manufacturer of filtration and separation products  and systems for the medical, biopharmaceutical, industrial, aerospace and  microelectronic industries. |
|                           |       |       |       |         |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Edward W. Kelley, Jr. (1)  (2) |       | 74         |       | 2002         |       | Retired; Governor of the  Federal Reserve Board** **of the  United States from 1987 to 2001.                                                                                                                                                                                                                                                                                                                                                                                                       |
|                           |       |       |       |         |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| M. Paul Kelly (2) (3)          |       | 62         |       | 2000         | ** ** | Founder and  President of PK Enterprises, an equity investment and operational consulting  practice, since 1990.                                                                                                                                                                                                                                                                                                                                                                                        |
| ** **                     | ** ** | ** ** | ** ** | ** **   | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| Robert M. Williams, Sr.  (2)   |       | 65         |       | 2004         |       | Retired; founded RFE  Investment Partners in 1979 and managed six private equity funds with total  assets in excess of $600 million.                                                                                                                                                                                                                                                                                                                                                                    |
|                           |       |       |       |         |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |

 

----

(1)          Memberof Compensation Committee

(2)          Memberof Audit Committee

(3)          TheBoard has determined that Mr. Kelly is an independent director and the auditcommittee financial expert.

 

----

** **

**Section 16(a) BeneficialOwnership Reporting Compliance**

 

Section 16(a) of theSecurities Exchange Act of 1934, as amended, requires the Company’s officersand directors and persons who beneficially own more than 10% of the Class ACommon Stock of the Company to file initial reports of ownership of suchsecurities and reports of changes in ownership of such securities with the SEC.Such officers, directors and 10% stockholders of the Company are also requiredby SEC regulations to furnish the Company with copies of all Section 16(a)forms they file.

 

Based solely on the Company’sreview of the copies of the forms furnished by such persons, the Companybelieves that, for the fiscal year ended December 31, 2005, officers, directorsand 10% stockholders filed all required Section 16(a) forms on a timely basis.

 

**Code ofConduct**

 

TheCompany adopted a Code of Conduct in September 2003, as amended in June 2004. Allof the Company’s employees and officers (including senior executive, financialand accounting officers) are held accountable for adherence to the Company’sCode of Conduct. The Code of Conduct is intended to promote compliance withapplicable governmental laws and regulations and help ensure adherence to thehighest ethical standards of conduct. The Code of Conduct covers a variety ofareas, including violations of law, conflicts of interest, fair dealing, properuse of Company assets, delegation of authority, confidentiality and handling offinancial information. Employees have an obligation to promptly report anyknown or suspected violation of the Code of Conduct, and retaliation isprohibited. Additionally, in the event of an amendment or waiver from the Codeof Conduct involving the conduct of an officer or Board member, appropriatedisclosure will be made to the Company’s stockholders to the extent required bylisting standards or any other regulation.

 

A copyof the Code of Conduct can be found in its entirety on the Company’s website atwww.securitycapitalcorporation.com in the Company Policies section, or may be obtainedwithout charge upon request in writing to Security Capital Corporation, c/oCorporate Secretary, Eight Greenwich Office Park, Third Floor, Greenwich,Connecticut06831-5149.

 

2

----

 

**ITEM 11.****                      EXECUTIVE COMPENSATION**

 

Thefollowing Summary Compensation Table sets forth certain information about theannual compensation earned by or awarded to the Chief Executive Officer of theCompany and the other executive officers of the Company:

 
| ** **                  | ** ** | **ANNUAL COMPENSATION (1)** | ** ** | **LONG-TERM  COMPENSATION  AWARDS** | ** ** |
|-----------------------------|------------|---------------------------------------|------------|-------------------------------------|------------|
| ** **                  | ** ** | **Fiscal Year**                  | ** ** | **Salary**                          | ** ** | **Bonus** | ** ** | **Other  Annual  Compensation** | ** ** | **Securities  Underlying  Options (#)** | ** ** |
|                        |       |                                  |       |                                |       |   |   |   |   |   |   |
| Brian D. Fitzgerald         |       | 2005                                  |       | $                                   | 350,000    |   | $ | 30,000 |   | — |   | — |   |
| Chairman of the Board,      |       | 2004                                  |       | $                                   | 335,000    |   | $ | 85,000 |   | — |   | — |   |
| President and CEO           |       | 2003                                  |       | $                                   | 335,000    |   | $ | 82,000 |   | — |   | — |   |
|                        |       |                                  |       |                                |       |   |   |   |   |   |   |
| A. George Gebauer           |       | 2005                                  |       | $                                   | 85,000     |   | $ | 25,000 |   | — |   | — |   |
| Vice Chairman of the Board  |       | 2004                                  |       | $                                   | 85,000     |   | $ | 50,000 |   | — |   | — |   |
| and Secretary               |       | 2003                                  |       | $                                   | 96,000     |   | $ | 29,000 |   | — |   | — |   |
|                        |       |                                  |       |                                |       |   |   |   |   |   |   |
| William R. Schlueter        |       | 2005                                  |       | $                                   | 150,000    |   | $ | 70,000 |   | — |   | — |   |
| Senior Vice President       |       | 2004                                  |       | $                                   | 150,000    |   | $ | 75,000 |   | — |   | — |   |
| and Chief Financial Officer |       | 2003                                  |       | $                                   | 150,000    |   | $ | 60,000 |   | — |   | — |   |
|                        |       |                                  |       |                                |       |   |   |   |   |   |   |
| Richard W. O’Connor    |       | 2005                                  |       | $                                   | 142,500    |   | $ | 27,500 |   | — |   | — |   |
| Controller (2)              |       |                                  |       |                                |       |   |   |   |   |   |   |   |   |

 

----

(1)                                  All Company executive officers are paidcompensation by Capital Partners, Inc., acorporation controlled by Mr. Fitzgerald and for which Mr. Gebauer and Mr.Schlueter serve as officers, rather than by the Company. The Companypays Capital Partners, Inc. an advisory services fee as discussed in Item 13. “CertainRelationships and Related Transactions.” The table above reflects the portionof the salaries and bonuses of the Company’s executive officers paid by CapitalPartners, Inc. allocable to their performance of services as executive officersof the Company.

 

(2)                                  Mr. O’Connor joined theCompany in July 2004 and was named an executive officer of the Company inOctober 2005. His reported compensation for 2005 reflects his full year’scompensation.

 

***Option Grants in LastFiscal Year***

 

Therewere no options granted to the Company’s executive officers during the yearended December 31, 2005.

 

3

----

 

***Aggregated OptionExercises in Last Fiscal Year and Fiscal Year-End Option Values***

 

Thefollowing table summarizes options exercised by any executive officer of theCompany during 2005 and presents information with respect to unexercisedoptions held by executive officers at December 31, 2005:

 
| **Name**                 | ** ** | **Shares  Acquired on****   Exercise (#)** | ** ** | **Value Realized  ($ )** | ** ** | **Number of Securities  Underlying  Unexercised Options  at Fiscal Year-End(#)  Exercisable (E)/  Unexercisable (U)** | ** ** | **Value of   Unexercised In-the-Money Options at  Fiscal Year-End ($ )  Exercisable (E)/  Unexercisable (U)** | ** ** |
|--------------------------|------------|-----------------------------------------------------------|------------|------------------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
|                     |       |                                                      |       |                               |       |                                                                                                                                                     |       |                                                                                                                                                            |       |
| Brian D. Fitzgerald      |       | 320,000                                                   |       | $                                  | 721,600    |                                                                                                                                                     | 240,000    | (E)                                                                                                                                                             | 1,254,000  | (E) |
|                     |       |                                                      |       |                               |       | 40,000                                                                                                                                                   | (U)        | 146,000                                                                                                                                                         | (U)        |
|                     |       |                                                      |       |                               |       |                                                                                                                                                     |       |                                                                                                                                                            |       |
| A. George Gebauer        |       | —                                                    |       | —                             |       | 50,000                                                                                                                                                   | (E)        | 418,750                                                                                                                                                         | (E)        |
|                     |       |                                                      |       |                               |       | —                                                                                                                                         | (U)        | —                                                                                                                                                          | (U)        |
|                     |       |                                                      |       |                               |       |                                                                                                                                                     |       |                                                                                                                                                            |       |
| William R. Schlueter     |       | —                                                    |       | —                             |       | 66,000                                                                                                                                                   | (E)        | 477,150                                                                                                                                                         | (E)        |
|                     |       |                                                      |       |                               |       | 4,000                                                                                                                                                    | (U)        | 14,600                                                                                                                                                          | (U)        |
|                     |       |                                                      |       |                               |       |                                                                                                                                                     |       |                                                                                                                                                            |       |
| Richard W. O’Connor |       | —                                                    |       | —                             |       | —                                                                                                                                                   | (E)        | —                                                                                                                                                          | (E)        |
|                     |       |                                                      |       |                               |       | —                                                                                                                                                   | (U)        | —                                                                                                                                                          | (U)        |
|                          |            |                                                           |            |                                    |            |                                                                                                                                                          |            |                                                                                                                                                                 |            |  |

 

***Compensation of Directors***

 

Effective July 27, 2005, the compensation schedule fordirectors, other than Messrs. Fitzgeraldand Gebauer, is as follows:

 
| Board of Director Fees                  |   |   |   |
|-----------------------------------------|--------|--------|--------|
| Annual Board Fee                        |   | $      | 15,000 |   |
| Board Meeting Attendance Fee            |   | $      | 2,000  |   |
|                                    |   |   |   |
| Audit Committee Fees                    |   |   |   |
| Additional Annual Fee for Chairperson   |   | $      | 20,000 |   |
| Additional Annual Fee for Other Members |   | $      | 5,000  |   |
| Committee Meeting Attendance Fee        |   | $      | 2,000  |   |
|                                    |   |   |   |
| Compensation Committee Fees             |   |   |   |
| Additional Annual Fee for Chairperson   |   | $      | 8,000  |   |
| Additional Annual Fee for Other Member  |   | $      | 5,000  |   |
| Committee Meeting Attendance Fee        |   | $      | 2,000  |   |
|                                    |   |   |   |
| Special Committee Fees                  |   |   |   |
| Additional Annual Fee for Chairperson   |   | $      | 16,000 |   |
| Additional Annual Fee for Other Member  |   | $      | 12,000 |   |
| Committee Meeting Attendance Fee        |   | $      | 2,000  |   |

 

All directors, including Messrs. Fitzgerald and Gebauer,are entitled to reimbursement of reasonable expenses in connection withattendance at Board and committee meetings.

 

From January 1, 2005 through July 26, 2005, eachdirector, other than Messrs. Fitzgerald and Gebauer, received an annual fee of$12,000 plus a fee of $2,000 per Board meeting. Each committee chairpersonreceived an additional annual fee of $4,000, and each committee member,including the chairperson, received up to $1,500 per committee meeting,dependent upon the length of the meeting and as determined by the respectivecommittee’s chairperson. All

 

4

----

 

directors, including Messrs. Fitzgerald and Gebauer,were entitled to reimbursement of reasonable expenses in connection withattendance at Board and committee meetings. The annual fees for 2005 wereprorated based upon the compensation arrangements in effect during the year.

 

Inaddition to fees, each of the directors, other than Messrs. Fitzgerald andGebauer, received, on the date of his election to the Board, an option topurchase 24,000 shares of Class A Common Stock at an exercise price equalto the fair market value per share on the date of grant. Each option expires atthe earlier of 10 years from the date of grant, or on the 91st dayfollowing the termination of the grantee’s directorship. The options are nottransferable other than on death and vest in three equal annual installmentscommencing on the date of grant.

 

***Compensation CommitteeInterlocks and Insider Participation***

 

For the fiscal year ended December 31, 2005, themembers of the Compensation Committee were Samuel B. Fortenbaugh IIIand Edward W. Kelley, Jr. Both members were non-employee directors and not former officers. During2005, no executive officer of the Company served as a member of a board ofdirectors or compensation committee of a corporation where any of its executiveofficers served on the Company’s Compensation Committee or Board.

 
| **ITEM 12.** | ** ** | **SECURITY OWNERSHIP OF CERTAIN BENEFICIAL  OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS** |
|-------------------|------------|-----------------------------------------------------------------------------------------------------|

 

The followingtable and the notes thereto set forth information with respect to thebeneficial ownership, as of April 14, 2006, of shares of each class of votingsecurities of the Company by the only persons known to the Company to havebeneficial ownership of more than 5% of such class, by each director of theCompany, by each named executive officer of the Company and by the directorsand executive officers of the Company as a group. Except as otherwise indicated,each person is believed to exercise sole voting and dispositive power over theshares reported.

 
| ** **                                                                                 | ** ** | **Common Stock** | ** ** | **Class A Common Stock** | ** ** | ** **           | ** ** |
|--------------------------------------------------------------------------------------------|------------|-----------------------|------------|-----------------------------------------|------------|----------------------|------------|
| **Name and Address of  Beneficial Owner**                              | ** ** | **Currently  Owned**  | ** ** | **Percentage  of Class**           | ** ** | **Currently  Owned** | ** ** | **Acquirable  Within  60 days** | ** ** | **Percentage  of Class** | ** ** | **Percentage  of Total  Common  Equity** | ** ** |
|                                                                                       |       |                  |       |                                    |       |                 |       |   |   |   |   |   |   |
| Brian D. Fitzgerald Eight Greenwich Office  Park, Third Floor, Greenwich,  CT 06830 (1)(2) |       | 128                   | *          | 33.7                                    | %*         | 5,737,306            | *          | — |   | 79.2 | %* | 79.2 | %* |
| Capital Partners Eight Greenwich Office  Park, Third Floor, Greenwich,  CT 06830 (1)(2)    |       | 128                   |       | 33.7                                    | %          | 4,983,361            |       | — |   | 68.8 | % | 68.8 | % |
| A. George Gebauer (1)                                                                      |       | —                |       | —                                  |       | 139,198              |       | — |   | 1.9 | % | 1.9 | % |
| William R. Schlueter (1)                                                                   |       | —                |       | —                                  |       | 66,000               |       | — |   |   | ** |   | ** |
| Richard W. O’Connor                                                                   |       | —                |       | —                                  |       | —               |       | — |   | — |   | — |   |
| Samuel B. Fortenbaugh III                                                                  |       | —                |       | —                                  |       | 24,000               |       | — |   |   | ** |   | ** |
| John H.F. Haskell, Jr.                                                                     |       | —                |       | —                                  |       | 25,000               |       | — |   |   | ** |   | ** |
| Edward W. Kelley, Jr.                                                                      |       | —                |       | —                                  |       | 34,000               |       | — |   |   | ** |   | ** |
| M. Paul Kelly                                                                              |       | —                |       | —                                  |       | 24,000               |       | — |   |   | ** |   | ** |
| Robert M. Williams, Sr.                                                                    |       | —                |       | —                                  |       | 16,000               |       | — |   |   | ** |   | ** |
| All Directors and Executive Officers as a  Group  (9 persons)                              |       | 128                   |       | 33.7                                    | %          | 6,065,504            |       | — |   | 83.8 | % | 83.8 | % |

 

----

*  As more fully described in footnotes (1) and(2) to this table, these share and percentage amounts include the share andpercentage amounts indicated as beneficially owned by Capital Partners, Inc.

 

**  Less than one percent.

 

(1)                      For purposes of this table, the followingrelated entities are referred to as “Capital Partners”: (a) Capital Partners,Inc., a Connecticut corporation, of which Brian D. Fitzgerald is the solestockholder and director and A. George Gebauer and William R. Schlueter areofficers; (b) FGS, Inc., a Delaware corporation (“FGS”), of which Mr.Fitzgerald is the controlling stockholder, president, treasurer and a directorand Messrs. Fitzgerald and Gebauer are executive officers; and (c) CPAcquisition, L.P. No. 1, a Delaware limited partnership (“CP1”). Capital

 

5

----

 

Partners,Inc., FGS, and FGS Partners, L.P., a Connecticut limited partnership (“FGSPartners”), of which Capital Partners, Inc. is the general partner, are thegeneral partners of CP1.

 

Theshare amounts in the table attributable to Capital Partners include the4,455,672 shares of the Class A Common Stock owned of record by CP1 and the527,689 shares of the Class A Common Stock and the 128 shares of the CommonStock owned of record by FGS. By virtue of their status as general partners ofCP1, each of Capital Partners, Inc., FGS and FGS Partners may be deemed to ownbeneficially all of the shares of the Class A Common Stock owned of record byCP1.

 

(2)                      Mr. Fitzgerald may be deemed to own beneficiallythe 753,945 shares of the Class A Common Stock owned of record by him, the4,455,672 shares of the Class A Common Stock owned of record by CP1 and the527,689 shares of the Class A Common Stock and the 128 shares of the CommonStock owned of record by FGS. Mr. Fitzgerald has shared authority to vote anddispose of the FGS-owned shares of the Class A Common Stock and the CommonStock and disclaims beneficial ownership of such FGS-owned shares for all otherpurposes. Mr. Gebauer is also a stockholder, officer and director of FGS and anofficer of Capital Partners, Inc., but he disclaims beneficial ownership ofshares of the Class A Common Stock and the Common Stock owned of record by suchcorporations for any purpose. The ownership noted above excludes the 82,453shares of the Class A Common Stock owned by the Fitzgerald Trust (of which Mr.Fitzgerald’s brother is the trustee and Mr. Fitzgerald’s minor children aresole beneficiaries), as to which beneficial ownership is disclaimed for allpurposes.

 

***Equity Compensation PlanInformation***

 

Thefollowing table sets forth information, as of December 31, 2005, with regard tothe Company’s 2000 Long-Term Incentive Plan, which was approved by stockholdersin July 2000. There are no other equity compensation plans in effect withregard to the Company’s stock at this time.

 
| **Plan Category**                                  | ** ** | **(a)  Number of  Securities to be  Issued Upon  Exercise of  Outstanding  Options** | ** ** | **(b)  Weighted-Average  Exercise Price  of Outstanding  Options** | ** ** | **(c)  Number of Securities  Remaining Available  for Future Issuance  Under the Plan  (Excluding Shares  Reflected in Column (a))** | ** ** |
|---------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
|                                                    |       |                                                                                                          |       |                                                                         |       |                                                                                                                                                                                        |       |
| Equity compensation plans  approved by stockholders     |       | 587,510                                                                                                       |       | $                                                                            | 9.06       |                                                                                                                                                                                        | 58,836     |   |
|                                                    |       |                                                                                                          |       |                                                                         |       |                                                                                                                                                                                        |       |
| Equity compensation plans not  approved by stockholders |       | —                                                                                                        |       | —                                                                       |       | —                                                                                                                                                                                      |       |
|                                                    |       |                                                                                                          |       |                                                                         |       |                                                                                                                                                                                        |       |
| Total                                                   |       | 587,510                                                                                                       |       | $                                                                            | 9.06       |                                                                                                                                                                                        | 58,836     |   |

 

**ITEM 13.****                                  CERTAINRELATIONSHIPS AND RELATED TRANSACTIONS**

 

The Company has an Advisory Services Agreement (the “Agreement”) withCapital Partners, Inc., the representative of the Company’s controllingstockholder, CP1, whereby Capital Partners, Inc. provides certain advisoryservices related to investments, general administration, corporate development,strategic planning, stockholder relations, financial matters and generalbusiness policy. The Agreement is effective for the calendar year andterminable by either Capital Partners, Inc. or the Company as of anyDecember 31 upon not less than 60 days’ prior written notice to theother. Fees paid to Capital Partners, Inc. for advisory services are payablequarterly at the beginning of the quarter and were $1,550,000 for the yearended December 31, 2005. The Company also reimbursed Capital Partners,Inc. for expenses of $40,000 during 2005.

 

The Agreement also provides for the payment of investment banking feesto Capital Partners, Inc. for acquisition opportunities presented to theCompany at usual and customary rates for transactions of similar size andcomplexity. Capital

 

6

----

 

Partners, Inc. is under no obligation to present to the Company any orall acquisition candidates of which it becomes aware. Furthermore, the Companyis under no obligation to utilize Capital Partners, Inc. for investment bankingservices. The payment of an investment banking fee to Capital Partners, Inc.requires the approval of the Audit Committee, the Compensation Committee andthe full Board. In 2005, the Company paid Capital Partners, Inc. an investmentbanking fee of $240,000 in connection with the Caronia Corporation acquisition.

 

On December 23, 2005, theCompany and its majority-owned subsidiary, Primrose Holdings, Inc. (“Primrose”),entered into the Second Amended and Restated Advisory Services Agreement (the “AmendedAgreement”) with Capital Partners, Inc. effective January 1, 2006. Under theAmended Agreement, Capital Partners, Inc. will provide services similar tothose provided under the Agreement, and the Company will pay Capital Partners,Inc. an annual fee of $1,550,000. The fee is payable quarterly at the beginningof the quarter. Under the terms of the Amended Agreement, if the Company and/or Primrose is sold prior to June30, 2006, Capital Partners, Inc. will continue to provide services tothe Company and/or Primrose under the Agreement for a period of six monthsfollowing the effective date of sale. In addition, under the Amended Agreement,Capital Partners, Inc. will provideadvisory services to the Company in connection with managing the formal saleprocess, including in the areas of planning such sale process, selecting andevaluating potential buyers, negotiating directly or indirectly with potentialbuyers and consummating a sale of the Company, or if applicable, the sale ofPrimrose and the sale of the balance of the Company in two separatetransactions. In exchange for such services, the Company will pay to CapitalPartners, Inc. a sale bonus of $2,000,000 (the “Incentive Sale Bonus”). TheIncentive Sale Bonus will be increased or decreased depending on the ultimateaggregate sale proceeds obtained (the “Adjustment Amount”). No amount was dueas a result of the separate sale of Primrose on March 31, 2006. Rather, theIncentive Sale Bonus, including the Adjustment Amount, will be earned andpayable upon the sale of the balance of the Company.

 

Inconnection with the closing of the sale of Primrose, on March 31, 2006 theAmended Agreement was further amended to remove Primrose as a party to theAmended Agreement, and to require Primrose to pay Capital Partners, Inc. at theclosing Primrose’s $193,750 share of the advisory fee owed by the Company toCapital Partners, Inc. Both the December 23, 2005 amendments and the March 31,2006 amendments were approved by the Audit Committee, the CompensationCommittee and the full Board.

 

**ITEM 14.****                      PRINCIPALACCOUNTANT FEES AND SERVICES**

 

The Audit Committee selectedMcGladrey & Pullen, LLP (“McGladrey”) as the Company’s independentregistered public accountants in 2005 replacing the Company’s prior independentregistered public accountants. Theaggregate fees for professional services provided by McGladrey in 2005 were asfollows:

 

**Audit Fees**:  Fees foraudit services totaled $815,000 for 2005. These fees included fees associatedwith the annual audit and the reviews of the Company’s quarterly reports.

 

**Audit-RelatedFees**:  The Company incurred noaudit-related fees for 2005.

 

**Tax Fees**:  Fees for tax services, primarily related totax compliance and tax advice, were $85,000 for 2005.

 

**All Other Fees**:  TheCompany incurred no other fees for 2005.

 

All ofthe services provided above were pre-approved by the Audit Committee pursuantto policies set forth in the Company’s Audit Committee Charter. The AuditCommittee’s policy is to pre-approve all audit, audit-related and permissiblenon-audit services provided by the independent auditors. These services mayinclude audit services, audit-related services, tax services and otherservices. The Audit Committee may also pre-approve particular services on acase-by-case basis. The independent auditors are required to periodicallyreport to the Audit Committee regarding the extent of services provided by theindependent auditors in accordance with such pre-approval. The Audit Committeemay also delegate pre-approval authority to one or more of its members. Suchmember or members must report any decisions to the audit Committee at the nextscheduled meeting. The Audit Committee considered that the provision of theseservices was compatible with maintaining McGladrey’s independence.

 

7

----

** **

**Signature**

 

Pursuant to the requirements of the Section 13 or 15(d) of theSecurities Exchange Act of 1934, the Registrant has duly caused this amendment tobe signed on its behalf by the undersigned, thereunto duly authorized.

 

 
|   |   | SECURITY CAPITAL CORPORATION |
|--------|--------|------------------------------|
|   |   |                         |
|   |   |                         |
|   |   | By:                          | /s/ BRIAN D. FITZGERALD |   |
|   |   |                         | Brian D. Fitzgerald |
|   |   |                         | Chairman of the Board,  President and Chief Executive Officer |
|   |   |                         |   |
|   |   |                         |
|   |   | Date: April 28, 2006         |

 

8

----

** **

**INDEX TO EXHIBITS**

 

The documents required to be filed as exhibits to this Form 10-K/Aare listed below:

 

 
| **EXHIBIT NO.** | ** ** | ** ** | ** ** | **DESCRIPTION OF DOCUMENT**                                                     |
|----------------------|------------|------------|------------|-------------------------------------------------------------------------------------------|
|                 |       |       |       |                                                                                      |
| 31.1                 |       | —     |       | Certification of the CEO pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002. |
| 31.2                 |       | —     |       | Certification of the CFO pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002. |
|                 |       |       |       |                                                                                      |

 

9

----