ProShares UltraShort Con... (AMEX:SCC)
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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.