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EXHIBIT 99.4
[FORM OF PROXY CARD]
SECURITY CAPITAL U.S. REALTY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE EXTRAORDINARY
MEETING OF SHAREHOLDERS -- _______, 200_
The undersigned hereby appoints ________ and _______, and each of them, with
full power of substitution and resubstitution, for and in the name of the
undersigned to vote all shares, par value $4.00 per share, of Security Capital
U.S. Realty that the undersigned would be entitled to vote if personally present
at the Extraordinary Meeting of Shareholders, to be held at the Hotel le Royal,
12, boulevard Royal, L - 2449, Luxembourg on _______, 200__ at 3:30 p.m., local
time, and any adjournment thereof, upon the transactions and matters described
in the Notice of Extraordinary Meeting and Joint Proxy Statement/Prospectus
dated _______, 2000, receipt of which is hereby acknowledged, and upon any other
business that may properly come before the meeting or any adjournment thereof,
hereby revoking any proxy heretofore executed by the undersigned to vote at said
meeting. Said proxies are directed to vote on the transactions and matters
described in the Notice of Extraordinary Meeting and Joint Proxy
Statement/Prospectus as follows, and otherwise in their discretion upon such
other business as may properly come before the Extraordinary Meeting or any
adjournment thereof.
THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS INDICATED, THIS PROXY
WILL BE VOTED "FOR" APPROVAL OF THE TRANSACTIONS AND MATTERS DESCRIBED IN THE
NOTICE OF EXTRAORDINARY MEETING AND JOINT PROXY STATEMENT/PROSPECTUS.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
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SEE REVERSE
SIDE
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Please mark
your votes
as indicated [x]
in this
example
The Board of Directors recommends a vote FOR Proposal 1.
<TABLE>
<S> <C>
1. To approve the Transaction Agreement, dated as of 2. In their discretion on such matters as may properly come
September 26, 2000, among, U.S. Realty, Security Capital Group before the meeting or any adjournment thereof.
Incorporated and a wholly-owned subsidiary of
Security Capital and the transactions and matters NOTE: Please date and sign this proxy exactly as your name
contemplated thereby as described in the appears hereon. In the case of joint owners, each joint
Notice of Extraordinary Meeting and Joint Proxy owner should sign. When signing in a fiduciary or
Statement/Prospectus of Security Capital U.S. Realty and representative capacity, please give your full title. If
Security Capital Group Incorporated dated _______, 2000. this proxy is submitted by a corporation or partnership, it
should be executed in the full corporate or partnership name
by a duly authorized person.
FOR AGAINST ABSTAIN
[_] [_] [_]
See Election Form
Below if You
Vote AGAINST
Dated: , 2000
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Signature
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Signature
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Election Form For Shareholders Voting AGAINST Approval:
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Important Information: If you wish to receive cash instead of shares of Class
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B common stock of Security Capital Group Incorporated ("Security Capital")
upon the liquidation of Security Capital U.S. Realty ("U.S. Realty"), you must
return this proxy card clearly marked to indicate that (1) you vote AGAINST
the transaction and (2) if the transaction is approved, you wish to receive
cash instead of shares of Security Capital Class B common stock. If you do
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not return this proxy card, you will be deemed to have consented to receive
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shares of Security Capital Class B common stock in the transaction. We must
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receive this proxy card before the extraordinary meeting in order for you to
have made a valid cash election.
Shareholders who vote FOR the transaction or abstain from voting, shareholders
who vote AGAINST the transaction but do not check the box to elect cash, and
shareholders who do not return the proxy card, will be deemed to have
consented to receive shares of Security Capital Class B common stock in the
transaction.
Shareholders validly electing to receive cash will receive, should the
transaction proceed, for each U.S. Realty share, 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 shares of Security Capital Class B common stock on
the New York Stock Exchange during the fifteen trading days ending on the
sixth trading day before the U.S. Realty extraordinary meeting, net of any
required withholding taxes.
If shareholders who vote AGAINST the transaction elect to receive cash
payments in an amount exceeding $200 million in the aggregate, Security
Capital will have the right to terminate the transaction agreement. In that
event, the transaction would not proceed, and U.S. Realty shareholders would
continue to own U.S. Realty shares. See the Notice of Extraordinary Meeting
and Joint Proxy Statement/Prospectus of U.S. Realty and Security Capital dated
_______, 2000 for a complete description of the transaction and related
matters.
The Articles of Incorporation of U.S. Realty and the notice legale required
by Luxembourg law have been filed with the Chief Registrar of the Luxembourg
District Court.
[_] The above-named shareholder of Security Capital elects to receive cash
in the Transaction.
Please mark
as indicated in [x]
this example
