Catellus Announces Results of Special E&P Distribution Election

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, [phone], or Minnie
Wright, Investor Relations, [phone], both of Catellus Development
Corporation. 

DATASOURCE: Catellus Development Corporation



CONTACT:  Margan Mitchell, Corporate Communications, [phone], or

Minnie Wright, Investor Relations, [phone], both of Catellus

Development Corporation



Web site:  http://www.catellus.com/ 

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