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, published the
following advertisement in the Official Price List and Het Financieele Dagblad:
[U.S. REALTY LOGO]
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OF SECURITY CAPITAL U.S. REALTY
TO BE HELD 16TH JANUARY, 2001
TO APPROVE A TRANSACTION AGREEMENT
Notice is hereby given that there will be an extraordinary general meeting of
shareholders of Security Capital U.S. Realty ("U.S. Realty") at 12 rue Jean
Engling, L 1466 Luxembourg, at 3:00 p.m., local time, on Tuesday, January 16,
2001. At the meeting, shareholders of U.S. Realty will be asked:
1. To approve a transaction agreement, dated as of September 26, 2000, among
U.S. Realty, Security Capital Group Incorporated ("Security Capital") and a
wholly owned subsidiary of Security Capital, and the transactions and matters
contemplated thereby. These transactions and matters (sometimes collectively
referred to as the "transaction") include:
- The sale by U.S. Realty to a subsidiary of Security Capital of all
of the outstanding shares and other equity interests in Security
Capital Holdings S.A. owned by U.S. Realty, U.S. Realty's interest
in an agreement between U.S. Realty and Security Capital Holdings
S.A. and cash on hand, in exchange for shares of Security Capital
Class B common stock and cash;
- The subsequent liquidation of U.S. Realty in accordance with the
plan of liquidation attached as an exhibit to the transaction
agreement, in which (1) all of the shareholders of U.S. Realty
(other than those who vote "against" the transaction and who
validly elect to receive cash instead of Security Capital shares)
will receive 1.15 shares of Security Capital Class B common stock
for each U.S. Realty share they own and (2) shareholders of U.S.
Realty who vote "against" the transaction and who validly elect
to receive cash instead of Security Capital shares will receive,
for each U.S. Realty share they own, an amount of cash in U.S.
dollars equal to 1.15 multiplied by the average of the daily high
and low per share sales prices of the Security Capital Class B
common stock on the New York Stock Exchange during the fifteen
trading days ending on January 5, 2001 (the sixth trading day
before the U.S. Realty extraordinary general meeting), net of any
required withholding taxes we must withhold from the payment; and
- The appointment of SC Transaction Corporation, a subsidiary of
Security Capital, as liquidator for the liquidation of U.S.
Realty.
Assuming the transaction is approved, it is anticipated that trading will be
halted following the extraordinary general meeting and that delisting of U.S.
Realty on the official segment of the stock market of Euronext Amsterdam N.V.
and the Luxembourg Stock Exchange will follow.
2. To transact any other business as may properly come before the
extraordinary general meeting or any adjournment or postponement of the
extraordinary general meeting.
The expected conduct of the extraordinary general meeting and these matters,
including the sequence in which they will be accomplished, are described more
fully in the joint proxy statement/prospectus which has been mailed to all U.S.
Realty shareholders, and which is available, as from December 12, 2000, free of
charge, on request from:
Georgeson Shareholder Georgeson Fortis Bank Laura L. Hamilton
Communications Inc. Shareholder Rokin 55 Security Capital
17 State Street, Communications 1012 KK U.S. Realty
10th Floor Ltd. Amsterdam 25b, boulevard
New York, New York 10004 In Germany call Royal
toll free: L-2449 Luxembourg
0 800 1800 305
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Banks & Brokers Call All others call (31) 20 527 24 67 Telephone
Collect: (212) 440-9800 collect: (+352)
All Others Call Toll 0 207 335 8703 (4637562008)
Free: (800) 223-2064
U.S. Realty qualifies as an investment institution within the meaning of the
1990 Act on the supervision of investment institutions(WET TOEZICHT
BELEGGINGSINSTELLINGEN 1990) and is licensed and supervised by the Dutch Central
Bank (DE NEDERLANDSCHE BANK N.V.). Security Capital is not and will not be so
licensed or supervised, and accordingly shareholders of U.S. Realty who become
Security Capital shareholders will not have the benefit of such licensing and
supervision. Please note in this connection that shareholders of U.S. Realty who
wish to receive cash rather than Security Capital Class B common stock, must
vote "against" the transaction and indicate their election to receive cash on
the proxy card and the Letter of Transmittal and return a Letter of Transmittal
with their U.S. Realty Shares attached ensuring that there will be no trading of
these U.S. Realty Shares. Persons purchasing U.S. Realty Shares after the record
date for the determination of U.S. Realty's shareholders entitled to notice of
and to vote at the extra-ordinary meeting will be entitled to receive Security
Capital Class B common stock if the transaction is approved.
U.S. Realty Shareholders holding their shares through NIEC, who wish to vote via
proxy, are requested to send their proxy cards through their bank or broker to
Euronext Amsterdam N.V., for the attention of NIEC. In order to validly instruct
NIEC, the proxy card must reach NIEC no later January 4, 2001Assuming Security
Capital and U.S. Realty shareholder approval of the transaction, and subject to
the conditions described in the joint proxy statement/prospectus, U.S. Realty
expects to complete the distribution of Security Capital Class B common stock
and cash promptly following the required shareholder approvals.
By Order of the Board of Directors,
Laura Hamilton
VICE PRESIDENT
December 6, 2000
IMPORTANT INFORMATION:
ONLY 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 US REALTY SHARES
ON EURONEXT AMSTERDAM'S STOCK EXCHANGE WILL BE RESTRICTED TO US REALTY SHARES
WHICH 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 US REALTY SHARES WILL NO LONGER BE
OUTSTANDING.
Security Capital Group Incorporated ("Security Capital") 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 Security Capital U.S. Realty ("U.S. Realty") and proposals to be submitted
to shareholders of Security Capital and U.S. Realty in connection with the
transaction. Shareholders of Security Capital and U.S. Realty are urged to read
the definitive joint proxy
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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 and 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 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 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).
