Security Capital and SC-U.S. Realty Announce Shareholder Approval and Closing
of Business Combination
Chicago and London, Jan. 16 -- Shareholders of SC-U.S. Realty (NYSE: RTY)
(Amsterdam AEX Stock Exchange ISIN-Code: LU0060100673) approved the transaction
agreement between Security Capital Group Incorporated (NYSE: SCZ) and SC-U.S.
Realty at an extraordinary meeting of SC-U.S. Realty held today. Of the votes
cast, approximately 89% were in favor of the transaction, resulting in
approximately 46 million Security Capital shares being issued for distribution
to SC-U.S. Realty shareholders. SC-U.S. Realty shareholders voting against the
transaction and validly electing cash will receive approximately $102 million.
Shareholders of Security Capital approved the transaction on January 12 at a
separate meeting of that company.
The transaction was closed after shareholder approval. After the close of
business today, SC-U.S. Realty shares on the Amsterdam Exchange and ADRs on the
NYSE will no longer be traded.
As a result of the transaction, Security Capital will have an equity market
capitalization of $3.4 billion which consists of approximately 157 million
common shares outstanding and $258 million of convertible preferred stock that
is convertible into approximately 7 million additional common shares. In
addition, the company has convertible debt that is convertible into
approximately 10 million additional common shares at a price of $23.08 per
share. The Board has authorized a current share repurchase program of $250
million. Due to the pending transaction with SC-U.S. Realty, Security Capital
has not repurchased any of its shares since November 3, 2000. The company plans
to repurchase shares from time to time in the open market and in privately
negotiated transactions depending on market conditions. Since the initiation of
Security Capital's stock repurchase program, the company has repurchased $294
million of stock.
Security Capital is a leading international real estate operating and investment
management company. Earnings are generated from the company's ownership in 14
real estate businesses that have combined total assets of $26.2 billion.
Security Capital's objective is to own all -- or a very high percentage of -- a
few leading real estate businesses that function as private operating divisions,
and to build on the operating strengths and asset base of these divisions to
achieve superior sustainable financial results. 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.
This press release contains 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
Security Capital 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 Security
Capital's reports filed with the Securities and Exchange Commission. You are
cautioned not to 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.
SOURCE Security Capital Group Incorporated
CONTACT: William R. (Todd) Fowler of Security Capital Group, 800-988-4304/
