Security Capital Corporation Announces Special Cash Dividend of $9.04 Per Share
01 June 2006 - 9:57AM
Business Wire
Security Capital Corporation (AMEX:SCC) (the "Company") announced
today that its Board of Directors has declared a special cash
dividend of $9.04 per share of Class A Common Stock, par value
$0.01 per share, and Common Stock, par value $0.01 per share. The
special cash dividend will be payable on June 28, 2006 to
stockholders of record at the close of business on June 14, 2006.
The special cash dividend will be paid principally from the net
proceeds of the Company's sale of its 91.52% (on a fully diluted
basis) interest in Primrose Holdings, Inc. ("Primrose"). The sale
of Primrose, which closed on March 31, 2006, was part of the
Company's ongoing formal sale process. Because of the size of the
special cash dividend, the American Stock Exchange has determined
that the ex-dividend date for the Class A Common Stock will be June
29, 2006, the business day following the payable date for the
dividend. Holders of record of the Company's Class A Common Stock
on the June 14, 2006 record date who subsequently sell their shares
of Class A Common Stock through the payable date for the special
cash dividend will also be selling their right to receive the
dividend. Investors are encouraged to consult with their own
financial advisors regarding the specific implications of the
deferral of the ex-dividend date for the Class A Common Stock. For
U.S. federal income tax purposes, the Company currently expects
that approximately 55% of the special cash dividend will be taxable
as a dividend. The remainder of the special cash dividend will be
treated as a tax-free return of capital up to the amount of each
stockholder's tax basis in the shares (determined on a per share
basis), with any excess generally being treated as capital gain.
The tax treatment of the special cash dividend depends upon, among
other things, the amount of the Company's taxable income and gains
for the Company's current taxable year. Investors are encouraged to
consult with their own tax advisors regarding the specific
implications of the special cash dividend on their individual tax
situation. In connection with the declaration of the special cash
dividend, the Board of Directors, upon the approval and
recommendation of the Compensation Committee of the Board,
accelerated the vesting of all remaining unvested employee and
director options to purchase 104,008 shares of the Company's Class
A Common Stock, subject to the requirement that any shares acquired
upon exercise of such options may not be sold by the optionee until
the earlier of the original vesting date of the accelerated options
or the sale of the Company. Assuming that all outstanding options
to purchase 104,008 shares of the Company's Class A Common Stock
are exercised prior to the record date, the aggregate amount
distributed by the Company in the special cash dividend would be
$66,520,632. The Company's remaining operating segment is the
Employer Cost Containment and Health Services segment, composed of
the operations of WC Holdings, Inc. ("WC"), the Company's 83.7% (on
a fully diluted basis) subsidiary. The Company continues to pursue
the sale of the WC business and the balance of the Company and is
currently considering offers for the Company's interest in WC and
the balance of the Company. The Company expects to enter into a
definitive agreement for the sale of WC and the balance of the
Company during the second quarter of 2006. Payment of the special
cash dividend is not contingent upon a definitive agreement for the
sale of WC and the balance of the Company. "We are pleased that the
Company's Board of Directors has determined to declare the special
cash dividend at this time," said Brian D. Fitzgerald, Chairman,
President and CEO of the Company. "The dividend is a
straight-forward and timely way to provide our stockholders with
liquidity while we continue to pursue the sale of the WC business
and the balance of the Company," added Mr. Fitzgerald. Finally, Mr.
Fitzgerald cautioned that, "while we are optimistic that we will be
able to enter into a definitive agreement for the sale of WC and
the balance of the Company, there can be no assurance that the
Company can be sold at an acceptable price." Other than the special
cash dividend, and the Company's continuing efforts to sell WC and
the balance of the Company, the Company knows of no other corporate
developments at this time. The Company does not currently intend to
make any further announcements with respect to the formal sale
process until it has entered into a definitive agreement to sell WC
and the balance of the Company or terminated the formal sale
process. WC provides cost containment services relative to direct
and indirect costs of corporations and their employees primarily
relating to industrial health and safety, industrial medical care
and workers' compensation insurance. WC's activities are primarily
centered in Ohio, California, Virginia, Maryland, Texas, Michigan,
Florida, Washington, Minnesota and New York. This press release
contains "forward-looking" statements within the meaning of the
"safe harbor" provisions of the Private Litigation Report Act of
1995. Such statements are based upon management's current
expectations and are subject to a number of factors and
uncertainties which could cause actual results to differ materially
from those described in the forward-looking statements. Such
factors and uncertainties include, but are not limited to: future
legislative changes which could impact the laws governing workers'
compensation and medical malpractice insurance in the various
states in which the Company's employer cost containment and health
services segment operates, the Company's ability to enhance its
existing services and successfully introduce and market new
services, new service developments by the Company's competitors,
market acceptance of new services of both the Company and its
competitors, competitive pressures on prices, the ability to
attract and retain qualified personnel, interest rates, the effects
on the Company of an event of default under the Company's loan
agreement, the tax treatment of the special cash dividend, and
decisions relative to and the outcome of the Company's formal sale
process.
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