<PAGE>
Exhibit 99.5
LETTER OF TRANSMITTAL
To accompany certificates representing shares
("U.S. Realty Shares"), par value $4.00 per share,
of
SECURITY CAPITAL U.S. REALTY, a Luxembourg Societe d'Investissement a Capital
Fixe ("U.S. Realty")
and submitted pursuant to the Joint Proxy Statement/Prospectus (as defined
herein) describing the Transaction Agreement dated as of September 26, 2000 (the
"Transaction Agreement") by and among U.S. Realty, Security Capital Group
Incorporated, a Maryland corporation ("Security Capital"), and SC Realty
Incorporated ("Purchaser"), a Nevada corporation and an indirect wholly owned
subsidiary of Security Capital, pursuant to which U.S. Realty will (i) sell to
Purchaser all of U.S. Realty's outstanding interests in Security Capital
Holdings S.A. and substantially all of U.S. Realty's other assets in exchange
for shares of Security Capital Class B Common Stock and cash and (ii)
subsequently liquidate (the "Transaction").
The Distribution Agent for the Transaction is:
First European transfer agent, s.a.
Alain Briatte
Manuela Da Cunha
First European Transfer Agent
5, rue Jean Monnet
L-2013 Luxembourg-Kirchberg
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DISTRIBUTION AGENT.
For Information Please Call the Information Agent :
GEORGESON SHAREHOLDER COMMUNICATIONS INC.
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In the U.S. In Europe
17 State Street, 10th Floor Georgeson Shareholder Communications Ltd
New York, New York 10004 In Germany call toll free: 0 800 1800 305
Banks and Brokers Call: (212) 440-9800 (Collect) All others call collect: +44 0 207 335 8703
All Others Call: (800) 223-2061 (Toll-Free)
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THIS LETTER OF TRANSMITTAL MAY BE USED TO SUBMIT U.S. REALTY SHARES AND,
ASSUMING THE TRANSACTION IS APPROVED, RECEIVE SHARES OF SECURITY CAPITAL CLASS B
COMMON STOCK. FOR A CASH ELECTION TO BE VALID, THIS LETTER OF TRANSMITTAL,
TOGETHER WITH YOUR SHARES AND VALIDLY COMPLETED PROXY CARD, MUST BE RECEIVED BY
THE DISTRIBUTION AGENT AT OR BEFORE THE DATE OF THE EXTRAORDINARY GENERAL
MEETING SPECIFIED BELOW.
If you wish to vote in person at the extraordinary general meeting, please see
instruction 14. If you were never issued a share certificate and hold your
shares in book-entry form with the distribution agent, please see instruction 15
as to how to complete the delivery.
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BOX A: DESCRIPTION OF U.S. REALTY SHARES
See General Instruction 3. Attach additional sheets if necessary
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Name and Address of Registered Holder(s)
(Please fill in, if blank, exactly as name(s) Number of Shares Represented by
appears on certificate(s)) Certificate Number each Certificate
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Total Number of Shares
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CHECK THE FOLLOWING BOX IF YOU HAVE MADE A CASH ELECTION (See "Special Cash Instructions"): [ ]
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PLEASE READ THE GENERAL INSTRUCTIONS AND THE SPECIAL CASH INSTRUCTIONS IN THIS
LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL
The Extraordinary General Meeting will be held at 3:00 p.m. (Luxembourg
Time) on Tuesday, January 16, 2001. To receive cash in lieu of shares of
Security Capital Class B Common Stock, this Letter of Transmittal (properly
completed), together with (if you hold physical certificates) your U.S. Realty
Shares (as defined below), must be received by the Distribution Agent at or
prior to the Extraordinary General Meeting and you must vote AGAINST the
transaction and mark the CASH box on the Proxy Card. If any of these steps have
not been taken, and assuming the Transaction is approved, you will receive
Security Capital Class B Common Stock in respect of your shares.
Copies of the Joint Proxy Statement/Prospectus of U.S. Realty and Security
Capital and dated December __, 2000, relating to the Transaction (the "Joint
Proxy Statement/Prospectus), as well as extra copies of this Letter of
Transmittal, may be requested from Georgeson Shareholder Communications Inc.,
the Information Agent, at the toll-free phone number shown on the cover. The
return of this Letter of Transmittal to the Distribution Agent is acknowledgment
of the receipt of the Joint Proxy Statement/Prospectus.
If your U.S. Realty Share Certificate(s) have been lost, stolen or
destroyed and you require assistance in replacing them, see General Instruction
11 below. You cannot submit an effective Letter of Transmittal without
enclosing your U.S. Realty Share Certificate(s) (in the alternative, if you hold
your shares in book-entry form on the share register, you should complete the
Book-Entry Delivery Notice below) with this Letter of Transmittal. Therefore, if
you wish to receive cash in lieu of shares of Security Capital Class B Common
Stock, it is critical that you act immediately to obtain replacement Share
certificates.
Completing and returning this Letter of Transmittal does not have the
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effect of casting a vote with respect to approval of the Transaction or the
Transaction Agreement at the U.S. Realty Extraordinary General Meeting (as
defined below). To vote at the U.S. Realty Extraordinary General Meeting, you
must complete, sign and return the proxy card that accompanied the Joint Proxy
Statement/Prospectus, or you must attend the U.S. Realty Extraordinary General
Meeting in person and vote your shares thereat. If you have any questions
concerning the voting of your shares of U.S. Realty Shares, please call the
Information Agent toll-free at the numbers listed above.
<PAGE>
Ladies and Gentlemen:
Pursuant to the Transaction Agreement and subject to the procedures
included therein and described herein and in the Joint Proxy
Statement/Prospectus, the undersigned hereby surrenders to First European
Transfer Agent, S.A., as Distribution Agent, certificate(s) (or is delivering by
book-entry transfer shares) representing all of the U.S. Realty shares (each
such certificate, a "U.S. Realty Share Certificate") listed in Box A above. The
undersigned hereby states that, if the Transaction is approved, he or she
understands he or she will receive shares of Security Capital Class B Common
Stock unless he/she has made a valid Cash Election (as defined below). In
addition, if the Transaction is approved, it is understood that the EquiServe,
L.P. (the "Paying Agent") will pay cash in lieu of any fractional shares of
Security Capital Class B Common Stock otherwise issuable in connection with the
Transaction. Any Security Capital Class B Common Stock and/or cash (excluding
cash received in lieu of fractional shares of Security Capital Class B Common
Stock) received by holders of U.S. Realty shares in connection with the
Transaction is hereinafter referred to as "Stock Consideration" and "Cash
Consideration," respectively. The Stock Consideration, Cash Consideration and
cash paid in lieu of fractional shares of Security Capital Class B Common Stock
are collectively referred to as the "Transaction Consideration."
The undersigned understands that each valid Cash Election is subject to
certain terms, conditions and limitations that have been set forth in the
Transaction Agreement including, but not limited to, the fact that if the total
amount of cash required for U.S. Realty shareholders who vote against the
transaction and validly elect to receive cash instead of shares of Security
Capital Class B Common Stock exceeds $200 million in the aggregate, Security
Capital will not be required to complete the Transaction and may abandon the
Transaction in its entirety.
If the undersigned is acting in a representative or fiduciary capacity for
a particular beneficial owner, the undersigned hereby certifies that this Letter
of Transmittal covers all of the U.S. Realty Shares owned by the undersigned in
a representative or fiduciary capacity for such particular beneficial owner.
The undersigned hereby represents and warrants that the undersigned is, as
of the date hereof, and will be, as of the Extraordinary General Meeting, the
registered holder of the U.S. Realty Shares represented by the U.S. Realty Share
Certificate(s) surrendered herewith or delivered by book-entry transfer, with
good title to such U.S. Realty Shares and full power and authority (i) to sell,
assign and transfer such shares free and clear of all liens, restrictions,
charges and encumbrances, and not subject to any adverse claims and (ii) if
applicable, to make the Cash Election indicated herein and on the proxy card.
The undersigned will, upon request, execute any additional documents necessary
or desirable to complete the surrender and exchange of such U.S. Realty Shares.
The undersigned hereby irrevocably appoints the Distribution Agent and the
Paying Agent, as agents of the undersigned, to effect the exchange pursuant to
the Transaction Agreement and the instructions hereto. All authority conferred
or agreed to be conferred in this Letter of Transmittal shall be binding upon
the successors, assigns, heirs, executors, administrators and legal
representatives of the undersigned and shall not be affected by, and shall
survive, the death or incapacity of the undersigned.
SPECIAL CASH INSTRUCTIONS
To receive cash in lieu of Security Capital Class B Common Stock you must
have made a valid cash election (a "Cash Election"). To make a valid Cash
Election you must have done each of the following: a) checked the appropriate
box in Box A above, b) submitted a completed Letter of Transmittal accompanied
by your U.S. Realty Shares or if you hold your shares in book-entry form on the
share register, a completed Book Entry Delivery Notice which is received at or
prior to the Extraordinary General Meeting, c) voted against the Transaction,
and d) checked the appropriate box on the proxy card distributed with the Joint
Proxy Statement/Prospectus and returned such card at or prior to the
Extraordinary General Meeting. You will not be deemed to have made a valid Cash
Election if you have failed to comply with any of the above steps.
Notwithstanding anything to the contrary in this Letter of Transmittal, the
Paying Agent and U.S. Realty each reserve the right to waive any flaws in a
completed Letter of Transmittal but neither shall be under any obligation to do
so.
In order to receive the Transaction Consideration, this Letter of
Transmittal must be (i) completed and signed in the space provided below and the
Substitute Form W-9 (or Form W-8BEN if you are a non-corporate,
<PAGE>
non-U.S. Holder)_and (ii) mailed or delivered with your U.S. Realty Share
Certificate(s) or if you hold your shares in book-entry form on the share
register, a completed Book Entry Delivery Notice to the Distribution Agent at
either of the addresses set forth above. In order to properly make a Cash
Election, these actions must be taken in a timely fashion such that the Letter
of Transmittal and other required documents are received by the Distribution
Agent at or prior to the Extraordinary General Meeting.
Unless otherwise indicated below under "Special Issuance and Payment
Instructions," in exchange for your U.S. Realty Shares, the Transaction
Consideration will be delivered in the name of the undersigned. Similarly,
unless otherwise indicated below under "Special Delivery Instructions," the
Transaction Consideration will be mailed to the undersigned at the address shown
in Box A above. In the event that the "Special Issuance and Payment
Instructions" box below is completed, the Transaction Consideration will be
issued in the name of, and will be mailed to, the person or entity so indicated
at the address so indicated, but only after the Paying Agent has been provided
with satisfactory evidence of the payment of, or exemption from payment of, any
applicable stock transfer taxes payable on account of the transfer to such
person or entity prior to the delivery of the Transaction Consideration. In
addition, appropriate signature guarantees must be included with respect to U.S.
Realty Shares for which Special Issuance and Payment Instructions are given.
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SPECIAL ISSUANCE AND PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See General Instructions 5 and 10) (See General Instruction 10)
To be completed ONLY if the Transaction To be completed ONLY if the Transaction
Consideration (whether cash or Security Capital Consideration (whether cash or Security Capital
Class B Common Stock) is to be issued in the name Class B Common Stock) is to be delivered to the
of, and delivered to someone other than the undersigned at an address other than that shown
undersigned. in Box A above.
Issue the Transaction Consideration (whether cash or Mail the Transaction Consideration (whether cash
Security Capital Class B Common Stock) to: or Security Capital Class B Common Stock) to:
Name_________________________________ Address:_______________________________
(Please Print)
_______________________________________
Address:_______________________________
_______________________________________
_______________________________________ (Include Postal or Zip Code)
_______________________________________
(Include Postal or Zip Code)
If you complete this box, you will need a signature Check this box if this is a permanent change of
guarantee by an eligible institution. See General address.
Instruction 5.
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PLEASE SIGN HERE
Signature:
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Signature:
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Dated:
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Name(s):
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(Please Print)
Capacity:
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Daytime Area Code and
Telephone Number:
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Signature(s) of registered holder(s) must be EXACTLY as name(s) appear(s) in Box
A headed "Description of U.S. Realty Shares" or on the assignment authorizing
transfer.
If signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, the capacity of the person signing should be indicated. (See General
Instruction 9 hereto).
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SIGNATURE GUARANTEE
(Required only in cases specified in Instruction 5)
The undersigned hereby guarantees the signature(s) which appear(s) on this
Letter of Transmittal.
Date:
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(Name of Eligible Institution Issuing Guarantee)
(Please Print)
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(Fix Medallion Stamp Above)
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[ ] CHECK HERE IF U.S. REALTY SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
Name of Shareholder:
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Number of Shares:
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Account Number:
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Signature:
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<PAGE>
GENERAL INSTRUCTIONS
This Letter of Transmittal is to be completed and submitted to the
Distribution Agent at or prior to the Extraordinary General Meeting by those
holders of U.S. Realty Shares desiring to make a Cash Election. If you are not
making a Cash Election, you are not required to complete and return this Letter
of Transmittal at this time. However, you will be required to complete and
return a letter of transmittal prior to your receiving any distribution proceeds
in connection with the liquidation of U.S. Realty. Until a record holder's U.S.
Realty Share Certificates or a Book-Entry Delivery Notice, if applicable, are
received by the Distribution Agent at the address set forth on the cover,
together with such documents as the Paying Agent may require, and until the same
are processed for exchange by the Paying Agent, such holders will not receive
any certificates representing shares of the Stock Consideration or the check
representing the Cash Consideration or cash in lieu of fractional shares of
Security Capital Class B Common Stock (if any) in exchange for their U.S. Realty
Shares. No interest will accrue on the Cash Consideration or any cash in lieu
of fractional shares of Security Capital Class B Common Stock. Holders of U.S.
Realty Shares receiving Stock Consideration will be entitled to any dividends or
other distributions paid on Security Capital Class B Common Stock after the
Extraordinary General Meeting. If your share certificate(s) are lost, stolen or
destroyed, please refer to General Instruction 11 below.
Your surrender of U.S. Realty Shares is subject to certain terms,
conditions and limitations which are set forth in the Transaction Agreement and
described in the Joint Proxy Statement/Prospectus. The Transaction Agreement is
included as Appendix A to the Joint Proxy Statement/Prospectus. Copies of the
Joint Statement/Prospectus may be requested from the Information Agent at the
addresses or toll-free numbers shown on the cover. The delivery of this Letter
of Transmittal to the Distribution Agent is acknowledgment of receipt of the
Joint Proxy Statement/Prospectus.
1. Cash Election Procedure. To receive cash in lieu of Security
Capital Class B Common Stock you must have made a Cash Election, see "Special
Cash Instructions."
2. Revocation or Change of Letter of Transmittal. A Letter of
Transmittal may be (i) revoked if the Distribution Agent receives written notice
at or prior to the Extraordinary General Meeting from the record holder of the
U.S. Realty Shares covered by such Cash Election or (ii) changed if the
Distribution Agent receives a completed replacement Letter of Transmittal at or
prior to the Extraordinary General Meeting from the record holder of the U.S.
Realty Shares covered by such Cash Election. Any person who has effectively
revoked a Letter of Transmittal may, by signed and written notice to the
Distribution Agent, request the return of the U.S. Realty Shares submitted to
the Distribution Agent and such U.S. Realty Shares will be returned without
charge to such person promptly after receipt of such request.
3. Termination of Transaction Agreement. Consummation of the
Transaction is subject to the required approval of the stockholders of U.S.
Realty and Security Capital and to the satisfaction of certain other conditions.
No payments related to any surrender of U.S. Realty Shares will be made prior to
the consummation of the Transaction and no payments will be made if the
Transaction Agreement is terminated. If the Transaction Agreement is terminated,
the Distribution Agent will promptly return all U.S. Realty Shares previously
received by it. If you currently hold a U.S. Realty Share Certificate,
certificates representing such U.S. Realty Shares will be returned by the
Distribution Agent without charge to the holder as promptly as practicable by
first class, insured mail.
4. No Fractional Interests. No certificate representing a fraction of
a share of Security Capital Class B Common Stock will be issued. In lieu
thereof, each holder who would otherwise be entitled to a fraction of a share of
Security Capital Class B Common Stock will receive in the liquidation cash in an
amount equal to such holder's proportionate interest in the net proceeds from
the sale or sales in the open market at the prevailing prices on the NYSE by the
Liquidator (as defined in the Transaction Agreement), on behalf of all such
holders, of the aggregate fractional number of shares of Security Capital Class
B Common Stock that would otherwise have been
<PAGE>
distributed, but for the rounding down to a whole number of shares of Security
Capital Class B Common Stock. In no event shall any such holder receive an
amount of cash in respect of more than one share of Security Capital Class B
Common Stock.
5. Guarantee of Signatures. If the Transaction Consideration is to be
issued in the name of the registered holder(s) as inscribed on the surrendered
U.S. Realty Share Certificate(s) or as reflected on the share register if you
hold your U.S. Realty Shares in book-entry form, the signatures on this Letter
of Transmittal need not be guaranteed. If the "Special Issuance and Payment
Instructions" box has been completed so that payment is to be made to someone
other than the registered holder(s) of U.S. Realty Shares with respect to the
surrendered U.S. Realty Shares, signatures on this Letter of Transmittal must be
guaranteed by a financial institution (including most commercial banks, savings
and loan associations and brokerage houses) that is a participant in the
Security Transfer Agent's Medallion Program, the New York Stock Exchange
Medallion Program or the Stock Exchange Medallion Program. Public notaries
cannot execute acceptable guarantees of signatures.
6. Delivery of Letter of Transmittal and U.S. Realty Shares. This
Letter of Transmittal properly completed and duly executed, together with your
U.S. Realty Share Certificate(s) or Book-Entry Delivery Notice, as appropriate,
should be delivered to the Distribution Agent at the address set forth above.
The method of delivery of the Letter of Transmittal, the U.S. Realty Shares and
all other required documents is at the election and risk of the holder of U.S.
Realty Shares. If you choose to send the materials by mail, it is recommended
that they be sent by registered mail, appropriately insured, with return receipt
requested. Delivery of the materials will be deemed effective, and risk of loss
with respect thereto will pass, only when such materials are actually received
by the Distribution Agent.
7. Shares Held by Nominees, Trustees or other Representatives.
Holders of record of U.S. Realty Shares who hold such shares as nominees,
trustees or in other representative or fiduciary capacities (a "Representative")
may submit one or more Letters of Transmittal covering the aggregate number of
U.S. Realty Shares held by such a Representative for the beneficial owners for
whom the Representative is making a Cash Election, provided that such
Representative certifies that each Letter of Transmittal covers all of the U.S.
Realty Shares held by such Representative for any single beneficial owner. Any
Representative that makes a Cash Election may be required to provide the
Distribution Agent with such documents and/or additional certifications, if
requested, in order to satisfy the Distribution Agent that such Representative
holds such U.S. Realty Shares for a particular beneficial owner.
8. Inadequate Space. If the space provided herein is inadequate, the
share certificate numbers and the number of U.S. Realty Shares represented
thereby should be listed on additional sheets and attached hereto.
9. Signatures on Letter of Transmittal, Share Powers and
Endorsements.
(a) All signatures must correspond exactly with the name written
on the U.S. Realty Share Certificate(s) or share register, as applicable,
without alteration, variation or any change whatsoever.
(b) If the U.S. Realty Shares surrendered are held of record by
two or more joint owners, all such owners must sign this Letter of Transmittal.
(c) If any surrendered U.S. Realty Shares are registered in
different names, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of U.S.
Realty Shares.
(d) If this Letter of Transmittal is signed by person(s) other
than the record holder(s) of the U.S. Realty Shares listed (other than as set
forth in paragraph (e) below), such certificates must be endorsed or
<PAGE>
accompanied by appropriate share powers in either case signed exactly as the
name(s) of the record holder(s) appears on such certificate(s).
(e) If this Letter of Transmittal is signed by a trustee,
executor, administrator, guardian, attorney-in-fact, officer of a corporation or
other person acting in a fiduciary or representative capacity and such person is
not the record holder of the accompanying U.S. Realty Shares, he or she must
indicate the capacity when signing and must submit proper evidence of his or her
authority to act.
10. Special Issuance and Delivery Instructions. In the "Special
Issuance and Payment Instructions" box, indicate the name and/or address of the
person(s) to whom the Transaction Consideration is to be issued and mailed only
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if the Transaction Consideration (whether cash or Security Capital Class B
Common Stock) is to be issued in the name of someone other than the person(s)
signing this Letter of Transmittal. If the "Special Issuance and Payment
Instructions" box is completed, the Paying Agent will issue the Transaction
Consideration in the name of, and will mail the Transaction Consideration to,
the person or entity so indicated at the address so indicated, but only after
the Paying Agent has been provided with satisfactory evidence of the payment of,
or exemption from payment of, any applicable stock transfer taxes payable on
account of the transfer to such person or entity prior to the delivery of the
Transaction Consideration.
In the "Special Delivery Instructions" box, indicate the address to which
the Transaction Consideration is to be mailed in the name of the undersigned
only if different from the address set forth in Box A.
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11. Lost, Stolen or Destroyed Certificates. You cannot submit an
effective Letter of Transmittal without enclosing your U.S. Realty Share
Certificates or completing the Book-Entry Delivery Notice, as applicable, with
this Letter of Transmittal . If your U.S. Realty Share Certificate(s) have been
lost, stolen or destroyed, you are urged to call the Distribution Agent at 352
25 47 01 222. The Distribution Agent will forward additional documentation which
you must complete in order to obtain a replacement share certificate. You may be
required to post an indemnity bond if so required by U.S. Realty.
12. Miscellaneous. Security Capital and the Paying Agent have the
discretion to determine whether a Letter of Transmittal has been properly
completed, signed and submitted or revoked and to disregard immaterial defects
in any Letter of Transmittal. The good faith decision of Security Capital or the
Paying Agent in such matters shall be conclusive and binding, Security Capital
and the Paying Agent are not under any duty to give notification of defects in
any Letter of Transmittal.
13. Information and Additional Copies. Information and additional
copies of this Letter of Transmittal may be obtained from the Information Agent
by telephoning toll-free (800) 223-2064 or in Europe +44 (0) 207 335-8703 or
from the Paying Agent by telephoning toll-free (800) 730- 6001.
14. Voting at the Meeting and Making a Cash Election. If you wish to
attend the meeting in person and you wish to make a valid Cash Election, you
must (i) vote against the Transaction at the meeting and check the Cash Election
box on your ballot, and (ii) deliver a properly executed Letter of Transmittal
together with your U.S. Realty Shares at or prior to the meeting. In the
alternative, you may, prior to the meeting, deliver your completed and executed
proxy to the Distribution Agent on which you have checked the Cash Election box
and voted against the Transaction and deliver a properly executed Letter of
Transmittal together with your U.S. Realty Shares as described in this Letter of
Transmittal. When you attend the meeting you may then request a ballot where you
must vote against the Transaction and check the Cash Election box in order to
maintain your valid Cash Election. Even if you intend to attend the meeting in
person, we encourage you to submit your properly completed proxy, Letter of
Transmittal and U.S. Realty Shares prior to the meeting in order to ensure that
your vote and Cash Election are properly recorded.
<PAGE>
15. Delivery of U.S. Realty Shares by persons who hold in book-entry.
If you were never issued certificate(s) representing your U.S. Realty Shares and
therefore hold such Shares in book entry on the share register with the
Distribution Agent, you must follow the additional procedures described in this
instruction, in addition to those described under "Special Cash Instructions" in
order to perfect your Cash Election. Rather than deliver your U.S. Realty Share
certificates along with the properly executed Letter of Transmittal, you must
complete the box titled "Book Entry Delivery Notice." Your U.S. Realty Shares
will be blocked on the share register from further trading. Upon the delivery of
your distribution in connection with the liquidation of U.S. Realty, your U.S.
Realty Shares will be transferred to U.S. Realty.
16. Backup Withholding. In order to avoid "backup withholding" of U.S.
Federal income tax on payments received pursuant to the Transaction Agreement, a
holder of U.S. Realty Shares must, unless an exemption applies, provide the
Distribution Agent with such holder's correct U.S. taxpayer identification
number ("TIN") on Substitute Form W-9 in this Letter of Transmittal and certify,
under penalties of perjury, that such TIN is correct and that such shareholder
is not subject to backup withholding. If a shareholder is subject to backup
withholding, such shareholder must cross out item 2 of the Certification in Part
3 of the Substitute Form W-9.
Backup withholding is not an additional tax. Rather, the amount of
the backup withholding can be credited against the U.S. Federal income tax
liability of the person subject to the backup withholding, provided that the
required information is given to the U.S. Internal Revenue Service ("IRS"). If
backup withholding results in an overpayment of tax, a refund can be obtained by
the shareholder upon filing a U.S. income tax return. The shareholder is
required to give the Distribution Agent the TIN (i.e., the social security
number or the employer identification number) of the record holder of the U.S.
Realty Shares. If the shares are held in more than one name or are not in the
name of the actual owner, consult the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for additional guidance
on which number to report.
If the shareholder has not been issued a TIN and has applied for a TIN
or intends to apply for a TIN in the near future, such stockholder should write
"Applied For" in the space provided for the TIN in Part 1 of the Substitute Form
W-9 and sign and date the Substitute Form W-9, and the shareholder or other
payee must also complete the Certificate of Awaiting Taxpayer Identification
Number below in order to avoid backup withholding. Notwithstanding that the
Certificate of Awaiting Taxpayer Identification Number is completed, the Paying
Agent will withhold 31% on all payments made prior to the time a properly
certified TIN is provided to the Paying Agent.
Certain stockholders (including, among others, all corporations and
certain foreign individuals and entities) are not subject to backup withholding.
Non-corporate, non-U.S. holders should complete, sign and submit a Form W-8BEN
in order to avoid backup withholding. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for more
instructions.
IMPORTANT TAX INFORMATION
Under U.S. federal income tax law, a holder of U.S. Realty Shares receiving
payment pursuant to the Transaction Agreement is required to provide the
Distribution Agent (as payer) with such holder's correct TIN on Substitute Form
W-9 below. If such holder is an individual, the TIN is such holder's social
security number. If the Distribution Agent is not provided with the correct
TIN, the holder may be subject to a $50 penalty imposed by the IRS and payments
that are made to such holder pursuant to the Transaction Agreement may be
subject to backup withholding of 31%.
Certain holders (including, among others, all corporations and certain non-
U.S. individuals) are not subject to these backup withholding and reporting
requirements. In order for a non-U.S. individual to qualify as an exempt
recipient, such individual must submit a Form W-8BEN, signed under penalties of
perjury, attesting to such individual's exempt status. Exempt holders should
furnish their TIN, check the box in Part 2 of the
<PAGE>
Substitute Form W-9, and sign, date and return the Substitute Form W-9 to the
Distribution Agent. See the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional instructions. A
holder should consult his or her tax advisor as to such holder's qualification
for an exemption from backup withholding and the procedure for obtaining such
exemption.
If backup withholding applies, the Distribution Agent is required to
withhold 31% of any payments made to the shareholder. Backup withholding is not
an additional tax, Rather, the U.S. federal income tax liability of persons
subject to withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund any be obtained from
the IRS.
Purpose of Substitute Form W-9
To prevent backup withholding on payments received pursuant to the
Transaction Agreement, a shareholder (other than a non-U.S. individual who
provides an appropriate Form W-8BEN) is required to notify the Distribution
Agent of such shareholder's correct TIN by completing the form below certifying
that (a) the TIN provided on Substitute Form W-9 is correct (or that such
shareholder is awaiting a TIN) and (b) that (i) such shareholder has not been
notified by the IRS that such shareholder is subject to backup withholding as a
result of a failure to report all interest or dividends or (ii) after being so
notified the IRS has notified such shareholder that such shareholder is no
longer subject to withholding.
What Number to Give the Distribution Agent
A U.S. Shareholder is required to give the Distribution Agent the social
security number or employer identification number of the record holder of the
U.S. Realty Shares. If the U.S. Realty Shares are in more than one name or are
not in the name of the actual owner, consult the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional guidance on which number to report. If holder of the U.S. Realty
Shares has not been issued a TIN and has applied for a number or intends to
apply for a number in the near future, the holder should write "Applied For" in
the space provided for the TIN in Part 1, and sign and date the Substitute Form
W-9 and the Certificate of Awaiting Taxpayer Identification Number. If "Applied
For" is written in Part 1 and the Distribution Agent is not provided with a TIN
by the time of payment, the Distribution Agent will withhold 31% of such
payment.
<PAGE>
<TABLE>
PAYER'S NAME:
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<S> <C> <C>
SUBSTITUTE Part 1 -- Taxpayer Identification Number _________________________________
Form W-9 -- Please provide your TIN in the box at Social Security Number
Department of the Treasury right and certify by signing and dating
Internal Revenue Service below. If awaiting TIN, write "Applied OR
Payer's Request for Taxpayer For."
Identification Number ("TIN") and _________________________________
Certification Employer Identification Number
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PART 2 -- For Payees Exempt from Backup Withholding -- Check the box if you are
NOT subject to backup withholding. [ ]
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PART 3 -- Certification -- Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct taxpayer identification number (or I am
waiting for a number to be issued to me), and
(2) I am not subject to backup withholding because: (a) I am exempt from backup withholding,
or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject
to backup withholding as a result of a failure to report all interest or dividends, or
(c) the IRS has notified me that I am no longer subject to backup withholding.
Certification Instructions. -- You must cross out item 2 above if you have been
notified by IRS that you are currently subject to backup withholding because you
have failed to report all interest and dividends on your tax return. However, if,
after being notified by the IRS that you were subject to backup withholding, you
received another notification from the IRS that you are no longer subject to
backup withholding, do not cross out item 2.
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Signature DATE
--------------------------------------------- -------------------------------
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</TABLE>
NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF
ANY PAYMENTS MADE TO YOU PURSUANT TO THE TRANSACTION AGREEMENT. IN
ADDITION, FAILURE TO PROVIDE SUCH INFORMATION MAY RESULT IN A PENALTY
IMPOSED BY THE INTERNAL REVENUE SERVICE. PLEASE REVIEW THE ENCLOSED
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR"
INSTEAD OF A TIN IN THE SUBSTITUTE FORM W-9
--------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (b) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number by the time of payment, 31% of all
reportable payments made to me will be withheld until I provide a number.
___________________________________ _________________________________
Signature Date
--------------------------------------------------------------------------------
<PAGE>
GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number for the Payee (You)
to Give the Payer.--Social Security numbers have nine digits separated by two
hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits
separated by only one hyphen: i.e., 00-0000000. The table below will help
determine the number to give the payer. All "Section" references are to the
Internal Revenue Code of 1986, as amended. "IRS" is the Internal Revenue
Service.
<TABLE>
<CAPTION>
------------------------------------------------------------- ------------------------------------------------------------------
Give the name and Give the name and
For this type of account: social security For this type of account: employer identification
number of-- number of--
------------------------------------------------------------- ------------------------------------------------------------------
<S> <C> <C> <C>
1. Individual The individual 6. Sole proprietorship The owner/3/
2. Two or more individuals (joint The actual owner of 7. A valid trust, estate, or pension The legal entity/4/
account) the account or, if trust
combined funds, the first
individual on the account/1/
8. Corporate The corporation
9. Association, club, religious, The organization
charitable, educational, or other
tax-exempt organization
3. Custodian account of a minor The minor/2/
(Uniform Gift to Minors Act)
10. Partnership The partnership
4. a. The usual revocable savings The grantor-trustee/1/ 11. A broker or registered nominee The broker or
trust (grantor is also nominee
trustee)
12. Account with the Department of The public entity
Agriculture in the name of a
public entity (such as a state or
local government, school district,
or prison) that receives
agricultural program payments
b. So-called trust account that The actual owner/1/
is not a legal or valid trust
under state law
5. Sole proprietorship The owner/3/
------------------------------------------------------------- ------------------------------------------------------------------
</TABLE>
1 List first and circle the name of the person whose number you furnish. If
only one person on a joint account has a social security number, that
person's number must be furnished.
2 Circle the minor's name and furnish the minor's social security number.
3 You must show your individual name, but you may also enter your business or
"doing business as" name. You may use either your social security number or
your employer identification number (if you have one).
4 List first and circle the name of the legal trust, estate, or pension trust.
(Do not furnish the taxpayer identification number of the personal
representative or trustee unless the legal entity itself is not designated in
the account title.)
NOTE: If no name is circled when there is more than one name listed, the number
will be considered to be that of the first name listed.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Page 2
Obtaining a Number
If you don't have a taxpayer identification number, obtain Form SS-5,
Application for a Social Security Card at the local Social Security
Administration office, or Form SS-4, Application for Employer Identification
Number, by calling 1 (800) TAX-FORM, and apply for a number.
Payees Exempt From Backup Withholding
Payees specifically exempted from withholding include:
. An organization exempt from tax under Section 501(a), an individual
retirement account (IRA), or a custodial account under Section 403(b)(7) if
the account satisfies the requirements of Section 401(f)(2).
. The United States or any of its agencies or instrumentalities.
. A state, the District of Columbia, a possession of the United States, or any
of their political subdivisions or instrumentalities.
. A foreign government or any of its political subdivisions, agencies or
instrumentality.
. An international organization or any agency or instrumentality thereof.
Payees that may be exempt from backup withholding include:
. A corporation.
. A foreign central bank of issue.
. A dealer in securities or commodities required to register in the United
States, the District of Columbia, or a possession of the United States.
. A futures commission merchant registered with the Commodity Futures Trading
Commission.
. A real estate investment trust.
. An entity registered at all times during the tax year under the Investment
Company Act of 1940.
. A common trust fund operated by a bank under Section 584(a).
. A financial institution.
. A middleman known in the investment community as a nominee or custodian.
. A trust exempt from tax under Section 664 or described in Section 4947.
Payments of dividends and patronage dividends generally exempt from backup
withholding include:
. Payments to nonresident aliens subject to withholding under Section 1441.
. Payments to partnerships not engaged in a trade or business in the United
States and that have at least one nonresident alien partner.
. Payments of patronage dividends not paid in money.
. Payments made by certain foreign organizations.
. Section 404(k) distributions made by an ESOP.
Payments of interest generally exempt from backup withholding include:
. Payments of tax-exempt interest (including exempt-interest dividends under
Section 852).
. Payments described in Section 6049(b)(5) to nonresident aliens.
. Payments on tax-free covenant bonds under Section 1451.
. Payments made by certain foreign organizations.
Certain payments, other than payments of interest, dividends, and patronage
dividends, that are exempt from information reporting are also exempt from
backup withholding. For details, see Sections 6041, 6041A, 6042, 6044, 6045,
6049, 6050A and 6050N and the regulations thereunder.
Exempt payees should complete a substitute Form W-9 to avoid possible erroneous
backup withholding. Furnish your taxpayer identification number, check the box
in Part 2 on the form, sign and date the form and return it to the payer. Non-
U.S. payees who are not subject to backup withholding should complete a W-8BEN
and return it to the payer.
Privacy Act Notice. Section 6109 requires you to provide your correct taxpayer
identification number to payers who must report the payments to the IRS. The IRS
uses the numbers for identification purposes and to help verify the accuracy of
your return and may also provide this information to various government agencies
for tax enforcement or litigation purposes. Payers must be given the numbers
whether or not recipients are required to file tax returns. Payers must
generally withhold 31% of taxable interest, dividend, and certain other payments
to a payee who does not furnish a taxpayer identification number to a payer.
Certain penalties may also apply.
Penalties
(1) Failure to Furnish Taxpayer Identification Number. If you fail to furnish
your taxpayer identification number to a payer, you are subject to a penalty of
$50 for each such failure unless your failure is due to reasonable cause and not
to willful neglect.
(2) Civil Penalty for False Information with Respect to Withholding. If you
make a false statement with no reasonable basis that results in no backup
withholding, you are subject to a $500 penalty.
(3) Criminal Penalty for Falsifying Information. Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
(4) Misuse of TINs. If the requester discloses or uses TINs in violation of
Federal law, the requester may be subject to civil and criminal penalties.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
<PAGE>
<TABLE>
<CAPTION>
Form W-8BEN Certificate of Foreign Status of Beneficial Owner
(October 1998) for United States Tax Withholding OMB No. 1545-1621
Department of the Section references are to the Internal Revenue Code. See separate instructions.
Treasury Give this form to the withholding agent or payer. Do not send to the IRS.
Internal Revenue Service
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<S> <C>
Do not use this form for: Instead, use Form:
. A U.S. citizen or other U.S. person, including a resident alien individual W-9
. A foreign partnership (see instructions for exceptions) W-8ECI or W-8IMY
. A foreign government, international organization, foreign central bank of issue, tax-exempt organization,
or private foundation, claiming the applicability of section(s) 501(c), 892, 895, or 1443(b) W-8ECI or W-8EXP
. A person acting as an intermediary W-8IMY
. A person claiming an exemption from U.S. withholding on income effectively connected with the conduct
of a trade or business in the United States W-8ECI
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Part I Identification of Beneficial Owner (See instructions.)
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1. Name of individual or organization that is the beneficial owner 2. Country of Incorporation or organization
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3. Type of beneficial owner [ ] Individual [ ] Corporation [ ] Disregarded entity [ ] Partnership [ ] Trust [ ] Estate
[ ] Foreign government [ ] International organization [ ] Foreign central bank of issue [ ] Foreign tax-exempt organization
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4. Permanent residence address (street, apt. or suite no., or rural route). Do not use a P.O. Box.
------------------------------------------------------------------------------------------------------------------------------------
City or town, state or province. Include postal code where appropriate. Country (do not abbreviate)
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5. Mailing address (if different from above)
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City or town, state or province. Include postal code where appropriate. Country (do not abbreviate)
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6. U.S. taxpayer identification number, if required (see instructions) 7. Foreign tax identifying number, if any (optional)
[ ] SSN or ITIN [ ] EIN
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8. Account number(s) (optional)
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Part II Claim of Tax Treaty Benefits (if applicable)
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9. I certify that (check all that apply):
a. [ ] The beneficial owner is a resident of within the meaning of the income tax treaty between the United States and
-----
that country.
b. [ ] If required, the U.S. taxpayer identification number is stated on line 6 (see instructions).
c. [ ] The beneficial owner is not an individual, derives the income for which the treaty benefits are claimed, and, if
applicable, meets the requirements of the treaty article dealing with limitation on benefits (see instructions).
d. [ ] The beneficial owner is not an individual, is claiming treaty benefits for dividends received from a foreign
corporation or interest from a U.S. trade or business of a foreign corporation, and meets qualified resident status
(see instructions).
e. [ ] The beneficial owner is related to the person obligated to pay the income within the meaning of section 267(b) or
707(b), and will file Form 8833 if the amount subject to withholding received during a calendar year exceeds, in the
aggregate, $500,000.
10. Special rates and conditions (if applicable -- see instructions): The beneficial owner is claiming the provisions of Article
of the treaty identified on the line 9a above to claim a % rate of withholding on (specify type of income):
----- ----- --------
Explain the reasons the beneficial owner meets the terms of the treaty article:
----------------------------
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Part III Notional Principal Contracts
------------------------------------------------------------------------------------------------------------------------------------
11. [ ] I have provided or will provide a statement that identifies those notional principal contracts from which the income is
not effectively connected with the conduct of a trade or business in the United States. I agree to update this statement
as required.
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Part IV Certification
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Under penalties of perjury, I declare that I have examined the information on this form and to the best of my knowledge and belief
it is true, correct, and complete. I further certify under penalties of perjury that:
. I am the beneficial owner (or am authorized to sign for the beneficial owner) of all the income to which this form relates,
. The beneficial owner is foreign person,
. The income to which this form relates is not effectively connected with the conduct of a trade or business in the United States.
. For broker transactions or barter exchanges, the beneficial owner is an exempt foreign person as defined in the instructions,
. Any income from a notional principal contract to which this form relates is not effectively connected with the conduct of a trade
or business within the Untied States, and
. I am not a former citizen or long-term resident of the United States subject to section 877 (relating to certain acts of
expatriation) or, if I am subject to section 877, I am nevertheless entitled to treaty benefits with respect to the amounts
received.
Sign Here
------------------------------------------------------------------------------------- ---------- ------------------------
Signature of beneficial owner (or individual authorized to sign for beneficial owner) Date Capacity in which acting
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For Paperwork Reduction Act Notice, see separate instructions. Form W-8BEN (10-98)
ISA
STF FED8135F
</TABLE>
