UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

STATEMENT PURSUANT TO RULE 13d-1

OF THE GENERAL RULES AND REGULATIONS

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

THIS STATEMENT CONSTITUTES AMENDMENT NO. 16 TO THE SCHEDULE 13D PREVIOUSLY FILED.

Item 1.

Security and Issuer

This Amendment No. 16 to Schedule 13D (originally filed on November 24, 1989 as subsequently amended) (this “Amendment No. 16”) relates to the Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), of Security Capital Corporation (the “Issuer”).  The address of the Issuer’s principal executive offices is Eight Greenwich Office Park, Third Floor, Greenwich, CT  06831. 

Item 2.

Identity and Background

(a)           This Amendment No. 16 is being filed by Brian D. Fitzgerald, FGS, Inc., a Delaware corporation, Capital Partners, Inc., a Connecticut corporation, CP Acquisition, L.P. No. 1, a Delaware limited partnership, FGS Partners, L.P., a Connecticut limited partnership, A. George Gebauer and William R. Schlueter (each, a “Reporting Person” and, collectively, the “Reporting Persons”). 

(b) and (c)              See Schedule A hereto. 

(d) and (e)              During the past five years, no Reporting Person or any other person listed in Schedule A hereto has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws.  

(f)            See Schedule A hereto.

Item 4.

Purpose of Transaction

Item 4 is hereby amended by adding the following paragraph:

For a discussion with respect to certain litigation filed with respect to the approximately 66% of the outstanding shares of Class A Common Stock owned by CP Acquisition, L.P. No. 1 (“CP Acquisition”), please see Item 6, which is incorporated herein by reference.

Item 5.

Interest in Securities of the Issuer

Item 5 is hereby amended by adding the following paragraph:

On February 24, 2005, Brian D. Fitzgerald acquired 320,000 shares of Class A Common Stock through the exercise, using personal funds, of stock options granted to Mr.

Fitzgerald pursuant to the Issuer’s 2000 Long-Term Incentive Plan, at an exercise price of $6.125 per share.  Those 320,000 shares previously have been reported as part of Mr. Fitzgerald’s beneficial ownership since they were subject to the right to acquire by exercise of the options within 60 calendar days.  The percentage of Class A Common Stock beneficially owned by each of the other Reporting Persons, as reported on the cover pages to this Amendment No. 16, has decreased as a result of the 320,000 increase in the number of shares of Class A Common Stock issued and outstanding, and such reported percentages are incorporated herein by reference.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended by adding the following paragraphs:

On April 1, 2005, the Reporting Persons learned that a complaint, dated March 29, 2005, styled Montauk Partners L.P., Wilmington Interstate Corporation, Virginia Retirement System, Landmark Secondary Partners IX, L.P., Illinois State Universities Retirement System, State of Montana Board of Investments, and Erste Bank v. Brian D. Fitzgerald, Capital Partners, Inc., FGS, Inc., CP Acquisition, L.P. No. 1, and Capital Partners Holdings II-A, L.P. and Capital Partners Holdings II-B, L.P., had been filed in the Court of Chancery of the State of Delaware.  The complaint names Brian D. Fitzgerald, Capital Partners, Inc., FGS, Inc. and CP Acquisition, as defendants (collectively, the “Defendants”), and Capital Partners Holdings II-A, L.P. and Capital Partners Holdings II-B, L.P., as nominal defendants (collectively, the “Partnerships”), and was filed by certain limited partners of the Partnerships.  Among other things, the complaint alleges that the Defendants (other than CP Acquisition) (a) breached the limited partnership agreements of the Partnerships by failing to use their best efforts to wind up the affairs of the Partnerships by March 31, 2002” and “may” have breached those agreements, “as well as other agreements,” by making their offers, and (b) breached their fiduciary duties to the Partnerships and each of the Partnership’s respective limited partners by failing to wind up the affairs of the Partnerships, by failing to cause the shares of Class A Common Stock held by CP Acquisition, presently consisting of approximately 66% of such shares outstanding, “to be sold or distributed in kind prior to March 31, 2002”, and by pursuing their offers and “refusing to vote [the shares of Class A Common Stock] indirectly owned by the Partnerships in favor of other offers for such stock.”  The complaint seeks, among other things, (i) “[m]andatory injunctive relief requiring the [Defendants (other than CP Acquisition)] to liquidate immediately the assets of [the Partnerships], including requiring [the] [D]efendants to cause to be sold the [shares of Class A Common Stock] owned indirectly by the Partnerships, and to otherwise conclude the winding up of the affairs of each Partnership”;

(ii) “[t]he appointment of a liquidating trustee . . . empowered to liquidate, wind up the affairs of, and terminate, the Partnerships”; and (iii) such

further injunctive relief, damages, attorneys’ fees, costs, expenses, and other relief that is just and appropriate or available under the circumstances.

The plaintiffs filed a motion in the Court of Chancery of the State of Delaware, dated March 29, 2005, seeking expedited proceedings, “so that a final hearing or trial on the merits may be held in June 2005.”  A scheduling conference has now been set down on this matter for April 13, 2005.

The Defendants intend to vigorously defend this action.

Other than as described above or previously reported herein, there are no contracts, arrangements, understandings or relationships between the Reporting Persons and any other person with respect to the securities of the Issuer.

Item 7.

Material to Be Filed as Exhibits

Item 7 is hereby amended by adding the following exhibits:

(1)           Joint Filing Agreement, dated as of April 11, 2005, among the Reporting Persons.

Dated:  April 11, 2005

/s/ Brian D. Fitzgerald

Brian D. Fitzgerald

FGS, INC.

By:

/s/ Brian D. Fitzgerald

Name:

Brian D. Fitzgerald

Title:

President and Treasurer

CAPITAL PARTNERS, INC.

By:

/s/ Brian D. Fitzgerald

Name

Brian D. Fitzgerald

Title:

President

CP ACQUISITION, L.P. NO. 1

By:

FGS, Inc.

Its:

General Partner

By:

/s/ Brian D. Fitzgerald

Name:

Brian D. Fitzgerald

Title:

President and Treasurer

FGS PARTNERS, L.P.

By:

Capital Partners, Inc.

Its:

General Partner

By:

/s/ Brian D. Fitzgerald

Name:

Brian D. Fitzgerald

Title:

President

/s/ A. George Gebauer

A. George Gebauer

/s/ William R. Schlueter

William R. Schlueter

Brian D. Fitzgerald

-

President, Treasurer & Director

A. George Gebauer

-

Vice President, Secretary & Director

Brian D. Fitzgerald

-

President, Treasurer & Director

A. George Gebauer

-

VP & Managing Director

William R. Schlueter

-

VP & Managing Director

Wendy E. Bolton

-

Secretary

General Partners:

FGS, Inc., Capital Partners, Inc., FGS Partners, L.P.

Exhibit No.

Description

1

Joint Filing Agreement, dated as of April 11, 2005, among the Reporting Persons.