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
On November 6, 2000, Security Capital U.S. Realty, an entity formed under the
laws of Luxembourg as a Societe d'Investissement a Capital Fixe, issued the
following press release:
NEWS RELEASE For more information, contact:
------------ Constance B. Moore
+352 46 37 56-1
U.S. callers dial 011 352 46 37 56-1
SC-U.S. REALTY ANNOUNCES RESULTS FOR THIRD QUARTER 2000
OPERATING PERFORMANCE INCREASES 34.0% OVER THIRD QUARTER 1999; PREVIOUSLY
ANNOUNCED AGREEMENT TO COMBINE WITH SECURITY CAPITAL GROUP
(6 November 2000) - SC-U.S. Realty (NYSE: RTY) (Amsterdam AEX Stock Exchange
ISIN-Code: LU0060100673) today announced results for the quarter ended 30
September 2000. Total EBDADT (earnings before depreciation, amortisation and
deferred taxes) for the third quarter was $47.1 million, or $0.63 per share,
which represents a 34.0% per share increase when compared to $37.1 million, or
$0.47 per share, for the same period last year. These results include special
items as detailed in the supplemental financial information.
SC-U.S. Realty's total EBDADT for the nine months ended 30 September 2000 was
$128.4 million, or $1.71 per share, which represents a 28.6% per share increase
when compared to $111.7 million, or $1.33 per share, for the same period in
1999. Net asset value (NAV) was $29.97 per share at 30 September 2000, which
represents a 21.3% increase when compared to $24.70 per share at 31 December
1999.
HIGHLIGHTS FOR THIRD QUARTER 2000
---------------------------------
o SC-U.S. Realty's 34.0% increase in per-share EBDADT reflects the strong
operating performance of its public and private affiliates. These affiliates
are achieving significant internal growth, driven by the solid performance of
operating properties, increased contributions from the stabilisation of
properties in the development pipeline and excellent underlying fundamentals
in the U.S. real estate market.
o On 26 September 2000, SC-U.S. Realty and Security Capital Group (NYSE: SCZ)
announced an agreement to combine the two businesses. 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 RTY stock. SC-U.S. Realty
shareholders, if any, who vote against the transaction will have the option
to receive SCZ common stock or up to $200 million in cash based on SCZ's
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market price shortly before the SC-U.S. Realty shareholder meeting,
multiplied by 1.15. Security Capital will not be obligated to proceed with
the transaction should shareholder elections require cash payments in excess
of $200 million. If approved by shareholders of both companies, the
transaction is expected to close early in the first quarter of 2001.
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 as of 30 September 2000 included ownership positions and
commitments to six U.S. real estate investment trusts (REITs) with a combined
market capitalisation of approximately $9.2 billion.
The full supplemental financial information for the third quarter 2000 is
available on the company's web site at http://www.sc-usrealty.com.
--------------------------
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Important Information:
----------------------
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 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)
ALL MONETARY FIGURES ARE EXPRESSED IN UNITED STATES CURRENCY.
THIS PRESS RELEASE AND THE SUPPLEMENTAL INFORMATION CONTAIN CERTAIN STATEMENTS
THAT ARE NEITHER REPORTED FINANCIAL RESULTS NOR OTHER HISTORICAL INFORMATION.
THESE STATEMENTS ARE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE
SAFE-HARBOR PROVISIONS OF THE U.S. FEDERAL SECURITIES LAWS. THESE STATEMENTS
REFLECT THE CURRENT VIEWS OF SC-U.S. REALTY WITH RESPECT TO FUTURE EVENTS AND
ARE NOT GUARANTEES OF FUTURE PERFORMANCE. BECAUSE THESE FORWARD-LOOKING
STATEMENTS ARE SUBJECT TO RISKS AND UNCERTAINTIES, ACTUAL FUTURE RESULTS MAY
DIFFER MATERIALLY FROM THOSE EXPRESSED IN OR IMPLIED BY THE STATEMENTS. MANY OF
THESE RISKS AND UNCERTAINTIES RELATE TO FACTORS THAT ARE BEYOND THE COMPANY'S
ABILITY TO CONTROL OR ESTIMATE PRECISELY, SUCH AS FUTURE MARKET CONDITIONS, THE
BEHAVIOR OF OTHER MARKET PARTICIPANTS, THE ACTIONS OF GOVERNMENTAL REGULATORS
AND OTHER RISK FACTORS DETAILED IN SC-U.S. REALTY'S REPORTS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. YOU ARE CAUTIONED NOT TO
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PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF
THE DATE OF THESE MATERIALS. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO
PUBLICLY RELEASE ANY REVISIONS TO THESE FORWARD-LOOKING STATEMENTS TO REFLECT
EVENTS OR CIRCUMSTANCES AFTER THE DATE OF THESE MATERIALS.
