Supplement dated August 17, 1999
to Prospectus dated July 30, 1999
The following information supplements and amends the prospectus,
dated July 30, 1999, of Security Capital U.S. Realty relating to the offer
and sale from time to time by the selling holders named therein of SC-U.S.
Realty's 2% Senior Unsecured Convertible Notes due 2003 and the shares into
which the notes may be converted. This supplement should be read in
conjunction with the prospectus dated July 30, 1999.
In order to update the information contained in the section
entitled "Selling Holders" on page 107, the following line items should be
added to the table:
Amount of Number of shares
Convertible Notes into which
Beneficially Owned Convertible Notes
Name of Selling Holder Prior to Offering May be Converted
- ---------------------- ----------------- ----------------
American Public Entity Excess Pool 60,000 1,583
Amwest Surety Insurance Company 470,000 12,403
Associated Physicians Insurance Company 40,000 1,055
Baltimore Life Insurance Company 300,000 7,917
BCS Life Insurance Company 350,000 9,236
Premera Blue Cross 1,700,000 44,864
Catholic Mutual Relief Society of America 270,000 7,125
Catholic Mutual Relief Society Retirement
Plan and Trust 170,000 4,486
Chicago Mutual Insurance Company 30,000 791
Chrysler Insurance Company 1,100,000 29,030
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<PAGE>
Amount of Number of shares
Convertible Notes into which
Beneficially Owned Convertible Notes
Name of Selling Holder Prior to Offering May be Converted
- ---------------------- ----------------- ----------------
Condor Insurance 90,000 2,375
Federated Rural Electric Insurance Corp. 130,000 3,430
Financial American Life 20,000 527
First Delaware Insurance Company 10,000 263
First Mercury Insurance Company 210,000 5,542
First Patriot Insurance Company 50,000 1,319
Frontier Insurance Company 800,000 21,112
Goodville Mutual Casualty Company 40,000 1,055
Grain Dealers Mutual Insurance 140,000 3,694
Guaranty Income Life Insurance Company 120,000 3,166
Guarantee Trust Life Insurance Company 600,000 15,834
Holy Family Society 40,000 1,055
Illinois Health Care Insurance Company 100,000 2,639
ISBA Mutual Insurance Company 300,000 7,917
Integrity Mutual Insurance Company 260,000 6,861
Kanawha Insurance Company 40,000 1,055
Medico Life Insurance Company 300,000 7,917
Medmarc Insurance 350,000 9,236
Midwest Security Life 240,000 6,333
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Amount of Number of shares
Convertible Notes into which
Beneficially Owned Convertible Notes
Name of Selling Holder Prior to Offering May be Converted
- ---------------------- ----------------- ----------------
MSC Life 40,000 1,055
Mutual Protective Insurance Company 800,000 21,112
Old Guard Fire Insurance Company 160,000 4,222
Old Guard Insurance Company 400,000 10,556
Ozark National Life Insurance Company 1,000,000 26,390
Phico Insurance Company 170,000 4,486
Physicians Mutual Insurance Company 290,000 7,653
Pioneer Insurance Company 60,000 1,583
Police & Fireman's Insurance Association 30,000 791
Secura Insurance, A Mutual Company 450,000 11,875
Service Life and Casualty Insurance Company 90,000 2,375
Service Lloyds Insurance Company 100,000 2,639
Standard Mutual Insurance Company 180,000 4,750
TransGuard Insurance Company, Inc. 450,000 11,875
United National Insurance Company 2,500,000 65,977
United Teacher Associates Insurance Company 900,000 23,751
Western Home Insurance Company 110,000 2,903
Westward Life Insurance Company 100,000 2,639
Wisconsin Lawyers Mutual Insurance Company 200,000 5,278
World Insurance Company 450,000 11,875
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<PAGE>
In addition, the following line items should be revised to read as follows:
Amount of Number of shares
Convertible Notes into which
Beneficially Owned Convertible Notes
Name of Selling Holder Prior to Offering May be Converted
- ---------------------- ----------------- ----------------
Bank of New York 45,380,000 1,197,621
Bankers Trust Company 6,720,000 177,347
Bank One Trust Company 0 0
Chase Manhattan Bank 82,424,000 2,175,247
Commerce Bank of Kansas City, N.A. 0 0
Firstar Trust Company 0 0
First National Bank of Omaha 0 0
First Union National Bank 0 0
Investors Fiduciary Trust Company 0 0
LaSalle National Bank 0 0
Marshall & Ilsley Bank 0 0
Mercantile Safe Deposit & Trust Company 0 0
National City Bank 0 0
Norwest Bank Minnesota, N.A 3,500,000 92,368
The Northern Trust Company 1,205,000 31,801
Old Kent Bank 0 0
PNC Bank, National Association 570,000 15,042
UMB Bank, National Association 0 0
Union Bank of California, N.A. 90,000 2,375
U.S. Bank National Association 210,000 5,542
Wachovia Bank, N.A. 0 0
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