Catellus Announces Results of Special E&P Distribution Election
December 08 2003 - 8:49PM
PR Newswire (US)
Catellus Announces Results of Special E&P Distribution Election
SAN FRANCISCO, Dec. 8 /PRNewswire-FirstCall/ -- Catellus
Development Corporation today announced results of the
stockholders' elections regarding the special earnings and profits
("E&P") dividend, a one-time distribution of the company's
accumulated E&P that is part of Catellus' pending conversion to
a real estate investment trust scheduled for January 1, 2004. The
E&P per share distribution, declared by the Board and announced
in October, at $3.83 per share, is payable on December 18, 2003, to
stockholders of record at the close of business November 4, 2003.
Through December 1, stockholders had the opportunity to elect how
they preferred to receive their dividend -- all stock, all cash, or
a combination of 20 percent cash and 80 percent stock. For all
shares outstanding, 31.64 percent elected all stock, 59.23 percent
elected all cash, and 9.13 percent elected 20 percent cash and 80
percent stock. Based on the results of the elections, the
distribution to be made on December 18 will be as follows: Election
Shares of Stock Cash to be to be Rec'd Per Share Rec'd Per Share
Stock 0.162206 shares per share N/A Cash 0.089361 shares per share
$1.72 per share 20% Cash/80% Stock 0.129765 shares per share $0.766
per share As a result of the elections, the company anticipates the
total stock portion of the E&P distribution to be approximately
10.666 million shares. The number of shares of stock to be
distributed is calculated based on the average closing price of
Catellus stock from December 2, 2003, through December 8, 2003,
which was $23.612. The total cash payable in the distribution is
limited to $100 million, plus any cash payments in lieu of
fractional shares. Correspondingly, because the total cash elected
in the combined all-cash and 20 percent cash/80 percent stock
elections exceeded $100 million, the percentage of cash to be
distributed to stockholders who elected an all-cash dividend has
been adjusted on a pro rata basis. Stockholders who elected 20
percent cash and 80 percent stock were not affected by the pro rata
adjustment. Catellus Development Corporation is a publicly traded
real estate development company that owns and operates
approximately 38.2 million square feet of predominantly industrial
property in many of the country's major distribution centers and
transportation corridors. The company's principal objective is
sustainable, long-term growth in earnings, which it seeks to
achieve by applying its strategic resources: a
lower-risk/higher-return rental portfolio, a focus on expanding
that portfolio through development, and the deployment of its
proven land development skills to select opportunities where it can
generate profits to recycle back into its business. More
information on the company is available at
http://www.catellus.com/. Except for historical matters, the
matters discussed in this release are forward-looking statements
that involve risks and uncertainties. Forward-looking statements
include, but are not limited to, statements about plans,
opportunities, and development. We caution you not to place undue
reliance on these forward-looking statements, which reflect our
current beliefs and are based on information currently available to
us. We do not undertake any obligation to publicly revise these
forward-looking statements to reflect future events or changes in
circumstances, except as may be required by law. These
forward-looking statements are subject to risks and uncertainties
that could cause our actual results, performance, or achievements
to differ materially from those expressed in or implied by these
statements. In particular, among the factors that could cause
actual results to differ materially are: ability to obtain the
consents and satisfy the various other requirements for
consummating the conversion of our business to a real estate
investment trust (REIT) and the timing of the REIT conversion;
changes in the real estate market or in general economic
conditions, including a worsening economic slowdown or recession;
product and geographical concentration; industry competition;
availability of financing and changes in interest rates and capital
markets; changes in insurance markets; discretionary government
decisions affecting the use of land, and delays resulting
therefrom; changes in the management team; weather conditions and
other natural occurrences that may affect construction or cause
damage to assets; changes in income taxes or tax laws; liability
for environmental remediation and changes in environmental laws and
regulations; failure or inability of third parties to fulfill their
commitments or to perform their obligations under agreements;
failure of parties to reach agreement or definitive terms or to
close transactions; increases in the cost of land and construction
materials and availability of properties for future development;
limitations on, or challenges to, title to our properties; risks
related to the financial strength of joint venture projects and
co-owners; changes in policies and practices of organized labor
groups; shortages or increased costs of electrical power; other
risks inherent in the real estate business; and acts of war, other
geopolitical events and terrorists activities that could adversely
affect any of the above factors. For further information, including
more detailed risk factors, you should refer to Catellus
Development Corporation's annual report on Form 10-K/A for the
fiscal year ended December 31, 2002, and its reports on Form 10-Q
for the quarters ended March 31, 2003, June 30, 2003, and September
30, 2003, filed with the Securities and Exchange Commission
("SEC"), as well as the proxy statement/prospectus filed with the
SEC on August 15, 2003. Information contained in this press release
is not a substitute for the proxy statement/prospectus.
STOCKHOLDERS AND INVESTORS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS, BECAUSE OF ITS IMPORTANT INFORMATION,
INCLUDING DETAILED RISK FACTORS, ABOUT CATELLUS DEVELOPMENT
CORPORATION AND THE PROPOSED REIT CONVERSION. The proxy
statement/prospectus is available free of charge at the SEC's
website ( http://www.sec.gov/ ), or at the company's website (
http://www.catellus.com/ ), or by directing a request for such a
filing to Catellus Development Corporation at 201 Mission Street,
Second Floor, San Francisco, California, 94105, Attn.: Director of
Investor Relations, or by telephone at 415-974-4649, or by email to
. CONTACT: Margan Mitchell, Corporate Communications,
+1-415-974-4616, or Minnie Wright, Investor Relations,
+1-415-974-4649, both of Catellus Development Corporation.
DATASOURCE: Catellus Development Corporation CONTACT: Margan
Mitchell, Corporate Communications, +1-415-974-4616, or Minnie
Wright, Investor Relations, +1-415-974-4649, both of Catellus
Development Corporation Web site: http://www.catellus.com/
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