8-K

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

March 2, 2005

Date of report (Date of earliest event reported)

Security Capital Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	1-7921	13-3003070
(State or Other	(Commission File Number)	(IRS Employer
Jurisdiction of		Identification No.)
Incorporation)
Eight Greenwich Office Park, Third Floor, Greenwich, CT		06831
(Address of Principal Executive Offices)		(Zip Code)

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 March 7, 2005, Security Capital Corporation (the “Company”) announced that on March 2, 2005 it received a letter from the American Stock Exchange (“AMEX”) granting the Company an extension of time until March 11, 2005 to file its Form 10-Q for the quarter ended September 30, 2004 (the “Third Quarter Form 10-Q”) and regain compliance with AMEX’s continued listing standards.

The letter from AMEX advised the Company that it is not in compliance with the continued listing standards of AMEX because the Company failed to timely file the Third Quarter Form 10-Q, as required pursuant to Sections 134 and 1101 of the AMEX Company Guide (the “Company Guide”).  AMEX also noted that, under Section 1003(d) of the Company Guide, AMEX will consider delisting any security which fails to comply with the listing or other agreements with AMEX in any material respect.

The Company is required to immediately provide AMEX with written notice if the Company determines that it has not made significant progress regarding the filing of the Third Quarter Form 10-Q by March 11, 2005.  Failure to regain compliance with AMEX’s continued listing standards by no later than March 11, 2005 will likely result in AMEX initiating delisting proceedings pursuant to Section 1009 of the Company Guide.

On March 7, 2005, the Company issued a press release announcing that AMEX granted it an extension of time until March 11, 2005 to file its Third Quarter Form 10-Q.  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.

99.1Press Release of Security Capital Corporation, dated March 7, 2005.

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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: March 7, 2005
	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 March 7, 2005.

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EX-99.1

Exhibit 99.1

CONTACT: Richard O’Connor - (203) 625-0770

SECURITY CAPITAL CORPORATION

ANNOUNCES THAT AMEX HAS GRANTED IT

AN EXTENSION OF TIME UNTIL MARCH 11, 2005

TO FILE ITS FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2004

Greenwich, CT – March 7, 2005 – Security Capital Corporation (AMEX: SCC) (the “Company”) announced today that on March 2, 2005 it received a letter from the American Stock Exchange (“AMEX”) granting the Company an extension of time until March 11, 2005 to file its Form 10-Q for the quarter ended September 30, 2004 (the “Third Quarter Form 10-Q”) and regain compliance with AMEX’s continued listing standards.

The Company is required to immediately provide AMEX with written notice if the Company determines that it has not made significant progress regarding the filing of the Third Quarter Form 10-Q by March 11, 2005.  Failure to regain compliance with AMEX’s continued listing standards by no later than March 11, 2005 will likely result in AMEX initiating delisting proceedings pursuant to Section 1009 of the Company Guide.

The Company’s two reportable segments are employer cost containment and health services, and educational services. The employer cost containment and health services segment consists of WC Holdings, which provides services to employers and their employees primarily relating to industrial health and safety, industrial medical care, workers’ compensation insurance and the direct and indirect costs associated therewith. The educational segment consists of Primrose Holdings, Inc., which is engaged in the franchising of educational child care centers, with related activities in real estate consulting and site selection services in the Southeast and Southwest.

This filing contains “forward-looking” statements within the meaning of the “safe harbor” provisions of the Private Litigation Reform Act of 1995. Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties which could cause actual results to differ materially from those described in the forward-looking statements. Such factors and uncertainties include, but are not limited to: future legislative changes which could impact the laws governing workers’ compensation and medical malpractice insurance in Ohio, California and the other states in which the Company’s employer cost containment and health services segment operates, the Company’s ability to enhance its existing services and successfully introduce and market new services, new service developments by the Company’s competitors, market acceptance of new services of both the Company and its competitors, competitive pressures on prices, the ability to attract and retain qualified personnel, interest rates, the Company’s ability to attract qualified franchisees or access to financing for these franchisees, the effects on the Company if a lender to one of the Company’s subsidiaries utilizes remedies available to it upon an event of default on loans at one of the Company’s subsidiaries, the completion of the Audit Committee’s internal investigation, the Company’s ability to file its Third Quarter Form 10-Q, the Company’s ability to regain compliance with AMEX’s continued listing standards and decisions relative to and the outcome of any such decisions regarding strategic alternatives with respect to maximizing stockholder value and enhancing stockholder liquidity.