SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15D-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE MONTH OF SEPTEMBER, 2000
SECURITY CAPITAL U.S. REALTY
----------------------------
(TRANSLATION OF REGISTRANT'S NAME INTO ENGLISH)
25B, BOULEVARD ROYAL, L-2449 LUXEMBOURG
---------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(INDICATE BY CHECK MARK WHETHER THE REGISTRANT FILES OR WILL FILE
ANNUAL REPORTS UNDER COVER FORM 20-F OR FORM 40-F.)
FORM 20-F X FORM 40-F
------- ---------
(INDICATE BY CHECK MARK WHETHER THE REGISTRANT BY FURNISHING THE
INFORMATION CONTAINED IN THIS FORM IS ALSO THEREBY FURNISHING THE INFORMATION
TO THE COMMISSION PURSUANT TO RULE 12g3-2(b) UNDER THE SECURITIES EXCHANGE
ACT OF 1934.)
YES NO X
---------- --------
(IF "YES" IS MARKED, INDICATE BELOW THE FILE NUMBER ASSIGNED TO THE
REGISTRANT IN CONNECTION WITH RULE 12g3-2(b): 82 - N/A ).
------
<PAGE>
This Form 6-K is filed by Security Capital U.S. Realty, an entity formed under
the laws of Luxembourg as a Societe d'Investissement a Capital Fixe ("U.S.
Realty"). Capitalized terms used herein without definition shall have the
meanings ascribed thereto in the attached exhibits.
On September 26, 2000, U.S. Realty, Security Capital Group Incorporated
("Security Capital Group"), and SCRealty Incorporated, an indirect wholly owned
subsidiary of Security Capital Group ("SC-Realty"), entered into a definitive
Transaction Agreement (the "Transaction Agreement"), providing for, among other
things:
- The purchase by SC-Realty of all of the assets of U.S. Realty, which
will consist primarily of the outstanding capital stock of Security
Capital Holdings S.A., a Luxembourg corporation ("Holdings"), in
exchange for shares of Class B Common Stock of Security Capital Group
("Class B Common Shares"), and cash to fund payments to dissenting
stockholders and to satisfy and discharge the Indenture under which
U.S. Realty's outstanding 2% Senior Unsecured Convertible Notes Due
2003 (the "U.S. Realty Notes") were issued, all as described below; and
- The distribution to stockholders of U.S. Realty, in respect of each
share of common stock of U.S. Realty, of 1.15 Class B Common Shares or,
as to stockholders who vote their shares against the transaction
proposal to be submitted to U.S. Realty stockholders and validly elect
to receive cash instead of Class B Common Shares, an amount of cash
equal to the product of (x) 1.15 multiplied by (y) the average of the
daily high and low per share sales prices of the Class B Common Shares
on the New York Stock Exchange during the fifteen trading days ending
on the sixth trading day before the U.S. Realty stockholder meeting
called to consider the transaction, net of any required withholding
taxes. U.S. Realty will then be liquidated.
Wholly owned indirect subsidiaries of Security Capital Group currently own
approximately 40.6% of the outstanding shares of U.S. Realty common stock. The
maximum number of Class B Common Shares that Security Capital Group would be
required to issue in the transaction (assuming all U.S. Realty stockholders
receive Class B Common Shares in the transaction) is 51,146,754 (plus the
34,961,935 shares that would be distributed in the transaction to wholly owned
indirect subsidiaries of Security Capital Group and returned to authorized but
unissued Class B Common Shares upon receipt in the distribution, or a total of
86,108,689, shares in the aggregate).
The cash portion of the purchase price to be paid by Security Capital
Group for U.S. Realty's assets will be equal to the amount of cash required to
pay the transaction consideration to U.S. Realty stockholders voting against the
transaction and electing cash plus the amount necessary to satisfy and discharge
the Indenture under which the U.S. Realty Notes were issued, as described below.
Security Capital Group's obligation to complete the transaction is conditioned
on the total amount of cash required to be paid in the transaction to U.S.
Realty stockholders voting against the transaction and electing cash not
exceeding $200 million.
-2-
<PAGE>
Prior to the purchase of U.S. Realty's assets, U.S. Realty will assign
to Holdings all of U.S. Realty's liabilities, other than in respect of the
U.S. Realty Notes and any liabilities in connection with an existing advance
agreement between U.S. Realty and Holdings.
As part of the transaction, U.S. Realty will use cash received from
Security Capital Group to satisfy and discharge the indenture for the U.S.
Realty Notes. The satisfaction and discharge of the indenture will be
accomplished in accordance with the terms of the indenture by the deposit by
U.S. Realty with the trustee under the indenture of funds for the purpose and in
an amount sufficient to pay and discharge the entire indebtedness on the U.S.
Realty Notes at a specified redemption date, which will be the later of May 23,
2001 or such date as is 30 days following the acquisition of the capital stock
of Holdings by Security Capital Group. On that redemption date, the U.S. Realty
Notes will be redeemed for an amount equal to their then Accreted Value (as
defined in the indenture) on such redemption date, plus any interest on such
U.S. Realty Notes payable through and including the redemption date.
The transaction must be approved by the affirmative vote of at least
two-thirds of the U.S. Realty shares present or represented at a meeting of
stockholders, provided that at least a majority of the outstanding shares are
present or represented. The issuance of Class B Common Shares in the transaction
must be approved by the affirmative vote of a majority of the votes cast by the
holders of Security Capital Group Class A Common Stock, Class B Common Shares
and Security Capital Series B Cumulative Convertible Redeemable Voting Preferred
Stock, voting together as a single class, provided that the total vote cast
represents at least a majority of the voting power of such Security Capital
voting stock entitled to vote on the proposal. The transaction is also
conditioned on clearance under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended, review by the Commission de Surveillance du Secteur
Financier, the Luxembourg regulatory agency that has authority over U.S. Realty,
receipt by Security Capital Group of transaction financing (as to which Security
Capital has received a commitment in respect of a $625 million financing
facility), U.S. Realty stockholders having elected to receive no more than an
aggregate of $200 million cash in lieu of Class B Common Shares and other
customary conditions. Security Capital Group has agreed in the Transaction
Agreement to vote all U.S. Realty shares beneficially owned by it (approximately
40.6% of the outstanding U.S. Realty shares) in favor of approval of the
transaction.
A copy of the Transaction Agreement is attached hereto as Exhibit 99.1 and
is incorporated herein by reference, and the foregoing description of certain
terms of the Transaction Agreement is qualified in its entirety by reference to
the Transaction Agreement.
On September 26, 2000, Security Capital Group and U.S. Realty issued a
joint press release announcing the execution of the Transaction Agreement. In
the press release, Security Capital Group also announced that its Board of
Directors had increased its previously announced $100 million stock buyback
program to a total of $450 million. The authorized increase includes up to $200
million that would be available to U.S.
-3-
<PAGE>
Realty stockholders that elect to receive cash in lieu of SCZ stock in the
transaction, as described above. A copy of the press release is attached hereto
as Exhibit 99.2 and is incorporated herein by reference, and the description
herein of such press release and the matters described therein is qualified in
its entirety by reference to such press release.
Separately, on September 26, 2000, U.S. Realty issued a press release
announcing the appointment of Constance B. Moore to the post of managing
director of the advisor of SC-U.S. Realty, replacing Jeffrey A. Cozad, who has
resigned his position. A copy of the press release is attached hereto as
Exhibit 99.3 and is incorporated herein by reference, and the description herein
of such press release and the matters described therein is qualified in its
entirety by reference to such press release.
Exhibits
99.1 Transaction Agreement dated as of September 26, 2000 by and among
Security Capital Group Incorporated, SC Realty Incorporated and
Security Capital U.S. Realty (incorporated by reference to
Exhibit 10.1 to the Current Report on Form 8-K filed by Security
Capital Group Incorporated on September 26, 2000).
99.2 Joint Press Release of Security Capital Group Incorporated and
Security Capital U.S. Realty dated September 26, 2000 (incorporated
by reference to Exhibit 99.1 to the Current Report on Form 8-K filed
by Security Capital Group Incorporated on September 26, 2000).
99.3 Press Release of Security Capital U.S. Realty dated September 26,
2000.
-4-
<PAGE>
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, thereunto duly authorized.
SECURITY CAPITAL U.S. REALTY
By: /s/ Laura L. Hamilton
--------------------------
Laura L. Hamilton
Vice President
Date: September 26, 2000
<PAGE>
Exhibit Index
-------------
99.1 Transaction Agreement dated as of September 26, 2000
by and among Security Capital Group Incorporated, SC
Realty Incorporated and Security Capital U.S. Realty
(incorporated by reference to Exhibit 10.1 to the
Current Report on Form 8-K filed by Security Capital
Group Incorporated on September 26, 2000).
99.2 Joint Press Release of Security Capital Group
Incorporated and Security Capital U.S. Realty dated
September 26, 2000 (incorporated by reference to
Exhibit 99.1 to the Current Report on Form 8-K filed by
Security Capital Group Incorporated on September 26,
2000).
99.3 Press Release of Security Capital U.S. Realty dated
September 26, 2000.
