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EXHIBIT 99.1
[FORM OF CONSENT OF GOLDMAN, SACHS & CO.]
Board of Directors
Security Capital Group Incorporated
125 Lincoln Avenue
Santa Fe, NM 87501
Re: Registration Statement on Form S-4
(Registration No. 333- ) of Security Capital Group
Incorporated.
Gentlemen:
Reference is made to our opinion letter, dated September 26, 2000, with
respect to the fairness from a financial point of view to Security Capital
Group Incorporated (the "Company") of the consideration to be paid by the
Company pursuant to the Transaction Agreement, dated as of September 26, 2000,
by and among the Company, SC Realty Incorporated and Security Capital U.S.
Realty (the "Transaction Agreement").
The foregoing opinion letter was provided for the information and assistance
of the Board of Directors of the Company in connection with the transactions
contemplated by the Transaction Agreement and is not to be used, circulated,
quoted or otherwise referred to for any other purpose, or is it to be filed
with, included in or referred to in whole or in part in any registration
statement, proxy statement or any other document, except in accordance with our
prior written consent. We understand that the Company has determined to include
our opinion in the above-referenced Registration Statement.
In that regard, we hereby consent to the reference to the opinion of our
Firm under the captions "Summary--Opinions of Financial Advisor," and "The
Transaction--Opinion of Security Capital's Financial Advisor" and to the
inclusion of the foregoing opinion in the Proxy Statement/Prospectus included
in the above-mentioned Registration Statement. In giving such consent, we do
not thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
