Filed by Security Capital Group Incorporated
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Security Capital U.S. Realty
Commission File No. 1-15111
On January 12, 2000, Security Capital Group Incorporated, a Maryland corporation
issued the following press release:
SECURITY CAPITAL ANNOUNCES SHAREHOLDER APPROVAL
OF BUSINESS COMBINATION WITH SC-U.S. REALTY
(January 12, 2001) -- Security Capital Group Incorporated (NYSE: SCZ) announced
that, at a special meeting held today, the shareholders of Security Capital
approved the issuance of shares of the company's Class B common stock in
connection with Security Capital's proposed transaction with SC-U.S. Realty
(NYSE: RTY) (Amsterdam AEX Stock Exchange ISIN-Code: LU0060100673). Of the votes
cast, 99.9% were in favor.
As previously reported, on September 26, 2000, Security Capital and SC-U.S.
Realty entered into an agreement to combine the two businesses. The agreement
provides that upon completion of the transaction, SC-U.S. Realty shareholders
will receive 1.15 shares of Security Capital Class B common stock for each
SC-U.S. Realty share. The agreement further provides that SC-U.S. Realty
shareholders who vote against the agreement may elect to receive cash, provided
that, if the total amount of cash required for distribution to SC-U.S. Realty
shareholders exceeds $200 million in the aggregate, Security Capital is not
required to complete the transaction. Approval by the shareholders of SC-U.S.
Realty is also required; an extraordinary meeting in which SC-U.S. Realty
shareholders will vote on the transaction is scheduled for Tuesday, January 16,
2001.
If SC-U.S. Realty shareholders approve the transaction and all other
conditions to closing are satisfied, the closing of the transaction will occur
on January 16, 2001.
Security Capital Group Incorporated is a leading global real estate operating
and investment management company. Security Capital operates its business
through two divisions. The Capital Division provides operational and capital
deployment oversight to direct and indirect investments in real estate operating
companies, generating earnings principally from its ownership of these
affiliates. Currently, the Capital Division has investments in 16 real estate
operating companies. The Financial Services Division generates fees principally
from capital management activities. The principal offices of Security Capital
and its directly owned affiliates are in Amsterdam, Atlanta, Brussels, Chicago,
Denver, El Paso, Houston, London, Luxembourg, New York and Santa Fe.
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SECURITY CAPITAL GROUP FILED A REGISTRATION STATEMENT ON FORM S-4 WITH THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "SEC") ON OCTOBER 13,
2000, AND AMENDED ON DECEMBER 14, 2000, RELATING TO THE REGISTRATION OF THE
ISSUANCE OF SHARES OF SECURITY CAPITAL STOCK IN THE PROPOSED TRANSACTION WITH
SC-U.S. REALTY AND PROPOSALS TO BE SUBMITTED TO SHAREHOLDERS OF SECURITY CAPITAL
GROUP AND SC-U.S. REALTY IN CONNECTION WITH THE TRANSACTION. SHAREHOLDERS OF
SECURITY CAPITAL GROUP AND SC-U.S. REALTY ARE URGED TO READ THE DEFINITIVE JOINT
PROXY STATEMENT/PROSPECTUS BECAUSE IT CONTAINS IMPORTANT INFORMATION. YOU MAY
OBTAIN A FREE COPY OF THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER
DOCUMENTS FILED BY SECURITY CAPITAL GROUP AND SC-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 OR AT FORTIS BANK
(NEDERLAND) N.V., ROKIN 55 AT AMSTERDAM, TELEPHONE #31 02 527 24 67.
SHAREHOLDERS OF SECURITY CAPITAL GROUP MAY ALSO OBTAIN A FREE COPY OF THE
DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND THESE OTHER DOCUMENTS BY
DIRECTING A REQUEST TO SECURITY CAPITAL GROUP INCORPORATED, ATTENTION: WILLIAM
R. FOWLER, TELEPHONE: 800 988 4304.
