Press Release: Security Capital Group Incorporated
May 9, 2002
CHICAGO, IL -- Security Capital Group Incorporated (NYSE: SCZ) announced yesterday that it anticipates that GE
Capital's pending acquisition of Security Capital will close on May 14, 2002, assuming Security Capital stockholders
approve the merger that day.
As previously announced, GE Capital elected to include common shares of ProLogis Trust (NYSE: PLD) in the merger
consideration to be received by Security Capital stockholders. GE Capital did not exercise its right to revoke
such election on or before May 4, 2002, and common shares of ProLogis will be included in the merger consideration.
Security Capital stockholders of record as of the closing will be deemed the owners of the ProLogis stock included
in the merger consideration as of the closing date. As a result, if GE Capital's acquisition of Security Capital
closes as scheduled on May 14, 2002, Security Capital stockholders who receive ProLogis shares as part of the merger
consideration also will receive the cash dividend in respect of such shares announced by ProLogis on May 1, 2002,
payable on May 29, 2002, to holders of record on May 15, 2002.
Security Capital is an international real estate operating company. The principal offices of Security Capital and
its majority-owned affiliates are in Brussels, Chicago, El Paso, Houston, London, Luxembourg, New York, and Santa
Fe.
For More Information Contact: Frances W. Josephic, Security Capital, 800 988-4304
ADDITIONAL INFORMATION AND WHERE TO FIND IT
Security Capital has filed with the United States Securities and Exchange Commission (the "SEC") and
mailed to its stockholders a proxy statement/prospectus containing information about the proposed transaction including
a prospectus for the ProLogis common shares to be received as a part of the merger consideration. Investors and
securityholders of Security Capital are advised to read the proxy statement carefully because it contains important
information about the proposed transaction, the persons soliciting proxies related thereto, their interests in
the proposed transaction, and related matters. Investors can obtain Security Capital's proxy statement and other
relevant documents, including information concerning the participants, at no charge on the SEC's website at http:\\www.sec.gov
.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any shares of ProLogis.
Any such offer or sale will be made only pursuant to the prospectus relating to the ProLogis common shares. Investors
are urged to read the prospectus carefully and can obtain ProLogis' prospectus and other relevant documents at
no charge on the SEC's website at http:\\www.sec.gov .
Caution Concerning Forward-Looking Statements: This document includes certain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's
current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially
from these expectations due to changes in global economic, business, competitive market, and regulatory factors
or failure of the transaction described to be completed for any reason. More detailed information about those factors
is contained in GE's and Security Capital's filings with the SEC.
SOURCE: Security Capital Group Incorporated