Press Release: GE Capital
December 17, 2001
STAMFORD, Conn. & CHICAGO -- GE Capital, through its Commercial Real Estate business, and Security Capital
Group (NYSE:SCZ) announced Dec. 14 that they have entered into a definitive agreement for GE Capital to acquire
Security Capital, an international real estate operating company. Under the terms of the agreement, Security Capital's
Class B stockholders will receive consideration valued at $26 per share, payable in cash or a combination of cash
and shares of the common stock of ProLogis (NYSE:PLD) currently held by Security Capital. Security Capital's Class
A stockholders will receive 50 times the consideration paid to its Class B stockholders.
If payment is made in cash and shares, the aggregate consideration for Class B stockholders would total $2.9 billion
in cash ($18.90 per Class B share) and $1.1 billion in ProLogis shares ($7.10 per Class B share). These figures
are based upon an approximate exchange ratio of 0.324 ProLogis shares per Security Capital Class B share equivalent
at the ProLogis closing price on December 13, 2001.
GE Capital also will assume $1.4 billion in debt and preferred stock and a cash balance of approximately $1.4 billion,
which includes proceeds from Security Capital's recently announced sales of Homestead Village Incorporated and
its interest in CarrAmerica Realty Corp. (NYSE:CRE).
``Security Capital has an excellent reputation in the real estate industry, and we are pleased to be adding its
first-rate management team to our own,'' said Michael Pralle, President and CEO of GE Capital Real Estate. ``GE
Capital Real Estate has become one of the most diverse global resources for commercial real estate capital. This
acquisition complements our current activities by providing us with new platforms in self-storage, grocery anchored
retail and parking -- some of the most stable asset classes in real estate.''
This acquisition provides GE Capital with ownership positions in:
Earlier this month, Security Capital announced a definitive
agreement to acquire that part of Storage USA it does not
already own. The pending acquisition is scheduled to close
during the first quarter of 2002.
As part of the transaction, GE Capital will also acquire BelmontCorp, a leading owner, operator and developer
of senior assisted living facilities; Security Capital Research & Management, a real estate investment advisor;
and an interest in Security Capital European Realty, a holding company that owns and operates public car park facilities,
self-storage facilities and offices for multi-national companies in Europe.
William D. Sanders, Chairman of Security Capital Group, continued, ``This transaction will allow the outstanding
colleagues in Security Capital to operate and compete as part of one of the very best companies in the world. It
also captures immediate value for our shareholders.''
The transaction, which is subject to approval of the Security Capital shareholders, requisite governmental approvals
and filings and other customary conditions, is anticipated to close in the first quarter of 2002.
Merrill Lynch & Co. acted as exclusive financial advisor to GE Capital and Goldman Sachs acted as exclusive
financial advisor to Security Capital in the transaction.
About GE Capital Real Estate:
GE Capital Real Estate, (www.gecapitalrealestate.com), headquartered
in Stamford, Conn., is one of the industry's most diverse global resources for commercial real estate capital,
with a portfolio of over $24 billion, through its structured finance, equity and capital markets products.
GE Capital, with assets of more than $410 billion, is a global, diversified financial services company grouped
into six key operating segments comprised of 25 businesses. A wholly owned subsidiary of General Electric Company,
GE Capital, based in Stamford, Conn., provides a variety of consumer services, such as credit cards and life and
auto insurance; mid-market financing; specialized financing; specialty insurance; equipment management, and specialized
services, to businesses and individuals in 47 countries around the world. GE is a diversified services, technology
and manufacturing company with operations worldwide.
About Security Capital Group:
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.
ADDITIONAL INFORMATION AND WHERE TO FIND IT:
Security Capital plans to file with the SEC and mail a proxy statement to its stockholders containing information
about the proposed transaction. Investors and security holders of Security Capital are advised to read the proxy
statement carefully when it becomes available because it will contain important information about the proposed
transaction, and related matters.
Investors can obtain Security Capital's proxy statement when it becomes available and other relevant documents,
including information concerning the participants, at no charge on the SEC's website at http://www.sec.gov.
INFORMATION CONCERNING PARTICIPANTS
Security Capital, its directors, executive officers and certain other members of management and employees may solicit
proxies from Security Capital's stockholders in favor of the proposed transaction. Information relating to the
participants in Security Capital's solicitation is contained in Security Capital's 2001 proxy statement filed with
the SEC on April 12, 2001.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any shares of ProLogis.
No offers or sales of any shares of ProLogis will be made unless and until a registration statement is filed by
ProLogis with the SEC. Any such offer or sale will be made only pursuant to a prospectus. Investors are urged to
read the prospectus carefully when and if it becomes available.
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 filings with the Securities and Exchange Commission.
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Contact:
GE Capital
Marissa Moretti, 203/961-2290 (Media)
Mark Vachon, 203/373-2468 (Investors)
or
Security Capital
William R. (Todd) Fowler, 800/988-4304
Frances W. Josephic, 800/988-4304