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 8, 2001, Security Capital U.S. Realty, an entity formed under the
laws of Luxembourg as a Societe d'Investissement a Capital Fixe, published the
following advertisement in the The Wall Street Journal, a copy of the
advertisement will be published on January 9, 2001 in Het Financieele Dagblad
and in the Luxemburger Wort.
SECURITY CAPITAL
TO ALL SHAREHOLDERS OF SECURITY CAPITAL U.S. REALTY
NOTICE OF PER SHARE CASH AMOUNT UNDER TRANSACTION AGREEMENT
Pursuant to Section 2.1(e) of the Transaction Agreement, dated
September 26, 2000, by and among Security Capital Group Incorporated, a Maryland
corporation, SC Realty Incorporated, a Nevada corporation and an indirect wholly
owned subsidiary of Security Capital Group Incorporated, and Security Capital
U.S. Realty, incorporated in the Grand Duchy of Luxembourg as a Societe
d'Investissement a Capital Fixe, the Per Share Cash Amount (as defined in the
Transaction Agreement) for Security Capital U.S. Realty shareholders who vote
against the transaction and make a valid cash election is $22.37 per Security
Capital U.S. Realty share. The Per Share Cash Amount is equal to (i) the
Exchange Ratio of 1.15 times (ii) Fair Market Value, which means the average of
the high and low per share sales prices of Security Capital Group Incorporated
Class B Common Stock during the regular trading sessions of the New York Stock
Exchange for each of the 15 full trading days immediately preceding (but not
including) January 8, 2001, that is five trading days prior to the Security
Capital U.S. Realty Stockholders Meeting scheduled for January 16, 2001. The
trading days used to determine Fair Market Value were December 14, 2000 through
January 5, 2001, inclusive.
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 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.
SECURITY CAPITAL GROUP INCORPORATED
Dated: January 5, 2001
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ALL CURRENCY IS SHOWN IN U.S. DOLLARS.
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. SHAREHOLDERS OF SC-U.S. REALTY MAY ALSO
OBTAIN A FREE COPY OF THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND THESE
OTHER DOCUMENTS BY DIRECTING A REQUEST TO SC- U.S. REALTY, ATTENTION: LAURA
HAMILTON, TELEPHONE: +352 46 37 56 2008 (U.S. CALLERS DIAL 011 352 46 37 56
2008).
