Filed by Security Capital U.S. Realty
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Security Capital U.S. Realty
Commission File No. 1-15111
On December 6, 2000, Security Capital U.S. Realty, an entity formed under the
laws of Luxembourg as a Societe d'Investissement a Capital Fixe, and Security
Capital Group Incorporated, a Maryland corporation issued the following
joint press release:
SECURITY CAPITAL GROUP AND SC-U.S. REALTY SET DECEMBER 8 RECORD DATE FOR
MEETINGS TO APPROVE AGREEMENT TO COMBINE COMPANIES
CHICAGO Dec. 6-- Security Capital Group Incorporated (NYSE: SCZ)
and SC-U.S. Realty (NYSE: RTY) (Amsterdam AEX Stock Exchange
ISIN-Code: LU0060100673) announced today that they have set a record date for
shareholders to vote on proposals relating to approval of the agreement to
combine their two businesses and related matters. Shareholders of record of
Security Capital and of SC-U.S. Realty as of December 8, 200, will be
entitled to vote on the transactions. The Security Capital Group meeting will
be held on January 12, 2001 at the offices of Security Capital Group, 125
Lincoln Avenue, Santa Fe, New Mexico, 87501 at 9:00 am local time. The
SC-U.S. Realty meeting will be held on January 16, 2001 at 12 rue Jean
Engling, European Room, 1466 Luxembourg at 3:00 p.m. local time.
As previously announced, under the terms of the agreement, shareholders of
SC-U.S. Realty will receive 1.15 shares of SCZ Class B common stock for each
share of outstanding SC-U.S. Realty stock, and Security Capital Group will
acquire the assets and assume or provide the necessary funds to satisfy the
liabilities of SC-U.S. Realty. Up to $200 million will be available to
dissenting SC-U.S. Realty shareholders that elect to receive cash in lieu of
SCZ stock in the transaction. Security Capital Group will not be obligated to
proceed with the transaction should shareholder elections require cash
payments in excess of $200 million. As previously announced, in light of
Luxembourg legal requirements, the transaction will be structured in two
steps. Security Capital Group will exchange its stock and cash for assets of
SC-U.S. Realty, followed by the repayment of SC-U.S. Realty's line of credit
and satisfaction and discharge of its convertible debentures. Shortly after
the exchange, SC-U.S. Realty shareholders will receive a distribution of SCZ
stock or cash.
Only SC-U.S. Realty shareholders of record on December 8, 2000, are entitled
to vote on the transaction, shares purchased and delivered after December 8,
2000, are not entitled to vote on the transaction and such shares are not
entitled to receive cash. If the transaction is approved, upon consummation
of the transaction, holders of such shares will be entitled to receive shares
of Security Capital Class B common stock as described above. Security Capital
Class B common stock is listed on the New York Stock Exchange only (Cusip
Number 81413P20).
As from December 6, 2000 (inclusive), the trade in SC-U.S. Realty shares on
Euronext Amsterdam's stock exchange will be restricted to US Realty shares
that are not entitled to vote on the transaction and are, subject to the
EGM's approval of the subject transaction and consummation of the
transaction, entitled to receive shares of Security Capital Class B common
stock as described in the joint proxy statement/prospectus and are not
entitled to receive cash. Upon completion of the transaction, the SC-U.S.
Realty shares will no longer be outstanding.
Security Capital Group Incorporated is a leading international real estate
operating and investment management company. Security Capital Group operates
its business through two
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divisions. The Capital Division provides operational and capital deployment
oversight to direct and indirect investments in real estate operating
companies, generating earnings principally from its ownership of these
affiliates. Currently, the Capital Division has investments in 16 real estate
operating companies. The Financial Services Division generates fees
principally from capital management and capital markets activities. The
principal offices of Security Capital Group and its directly owned affiliates
are in Amsterdam, Atlanta, Brussels, Chicago, Denver, El Paso, Houston,
London, Luxembourg, New York and Santa Fe.
SC-U.S. Realty is a research-driven real estate company focused on taking
significant strategic investment positions in value-added real estate
operating companies based in the United States. SC-U.S. Realty's strategic
investments included ownership positions and commitments to six U.S. real
estate investment trusts (REITs).
Security Capital Group filed a preliminary Registration Statement on Form S-4
with the United States Securities and Exchange Commission (the "SEC") on
October 13, 2000 relating to the registration of the issuance of shares of
Security Capital stock in the proposed transaction with SC-U.S. Realty and
proposals to be submitted to shareholders of Security Capital Group and
SC-U.S. Realty in connection with the transaction. Shareholders of Security
Capital Group and SC-U.S. Realty are urged to read the definitive joint proxy
statement/prospectus when it becomes available because it will contain
important information. You may obtain a free copy of the definitive joint
proxy statement/prospectus (when it is available) and other documents filed
by Security Capital Group and SC-U.S. Realty with the SEC (including the
documents incorporated by reference into the joint proxy
statement/prospectus) at the SEC's web site at www.sec.gov. Shareholders of
Security Capital Group may also obtain a free copy of the definitive joint
proxy statement/prospectus (when it is available) and these other documents
by directing a request to Security Capital Group Incorporated, Attention:
William R. Fowler, telephone: 800 988-4304. Shareholders of SC-U.S. Realty
may also obtain a free copy of the definitive joint proxy
statement/prospectus (when it is available) and these other documents by
directing a request to Security Capital U.S. Realty, Attention: Laura
Hamilton, telephone: +352 46 37 56 2008 (U.S. callers dial 011 352 46 37 56
2008).
Security Capital Group and certain other persons may be deemed to be
participants in the solicitation of proxies from Security Capital Group's
stockholders to approve the issuance of Security Capital Group stock in
connection with the proposed transaction. The participants in this
solicitation may include the directors and executive officers of Security
Capital Group. Information regarding Security Capital Group's directors and
executive officers and their security holdings in Security Capital Group is
contained in Security Capital Group's proxy statement for its annual meeting
of shareholders dated April 10, 2000.
