EX-99.1
2
a05-6402_1ex99d1.htm
EX-99.1
Exhibit 99.1
CONTACT:
Richard O'Connor
- (203) 625-0770
SECURITY
CAPITAL CORPORATION
ANNOUNCES THAT ITS OCTAGON RISK SERVICES, INC.
SUBSIDIARY HAS
COMPLETED THE ACQUISITION OF
MANAGED CARE HOLDINGS CORPORATION AND
ITS SUBSIDIARY CARONIA CORP.
Greenwich, CT - March 31, 2005 -
Security
Capital Corporation (AMEX: SCC) (the "Company") announced that, on March 31,
2005, its majority owned subsidiary, Octagon Risk Services, Inc. ("Octagon"),
completed its previously announced acquisition of all of the outstanding shares
of capital stock of Managed Care Holdings Corporation from Continental Casualty
Company ("Continental") for $16,000,000 in cash. The purchase price is subject to adjustment
based upon the working capital of Caronia as of the closing date. Such acquisition was consummated pursuant to
the terms of a stock purchase agreement, dated March 17, 2005, between Octagon
and Continental.
Managed Care Holdings,
through its wholly-owned subsidiary Caronia Corp. ("Caronia"), provides
third-party claims and risk management services to hospitals and healthcare
systems, physician and paraprofessional groups, nursing homes, rehabilitation
centers and clinics. Its business is
based in Melville, New York and services clients through 40 locations
nationwide. After the consummation of
the transaction, Managed Care Holdings and Caronia Corp. will become part of
the employer cost containment and health services business operated by WC
Holdings, Inc., a majority owned subsidiary of the Company.
The Company's two
reportable segments are employer cost containment and health services, and
educational services. The employer cost containment and health services segment
consists of WC Holdings, which provides services to employers and their
employees primarily relating to industrial health and safety, industrial
medical care, workers' compensation insurance and the direct and indirect costs
associated therewith. The educational segment consists of Primrose Holdings,
Inc., which is engaged in the franchising of educational child care centers,
with related activities in real estate consulting and site selection services
in the Southeast and Southwest.
This release contains "forward-looking"
statements within the meaning of the "safe harbor" provisions of the Private
Litigation Reform Act of 1995. Such
statements are based on 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 Ohio, California and the other 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 Company's ability to attract qualified franchisees or
access to financing for these franchisees, the effects on the Company if a
lender to one of the Company's subsidiaries utilizes remedies available to it
upon an event of default on loans at one of the Company's subsidiaries and
decisions relative to and the outcome of any such decisions regarding strategic
alternatives with respect to maximizing stockholder value and enhancing
stockholder liquidity.

EX - 99 . 1 2 a05 - 6402 _ 1ex99d1 . htm EX - 99 . 1 Exhibit 99 . 1 CONTACT : Richard O'Connor - ( 203 ) 625 - 0770 SECURITY CAPITAL CORPORATION ANNOUNCES THAT ITS OCTAGON RISK SERVICES , INC . SUBSIDIARY HAS COMPLETED THE ACQUISITION OF MANAGED CARE HOLDINGS CORPORATION AND ITS SUBSIDIARY CARONIA CORP . Greenwich , CT - March 31 , 2005 - Security Capital Corporation ( AMEX : SCC ) ( the " Company " ) announced that , on March 31 , 2005 , its majority owned subsidiary , Octagon Risk Services , Inc . ( " Octagon " ) , completed its previously announced acquisition of all of the outstanding shares of capital stock of Managed Care Holdings Corporation from Continental Casualty Company ( " Continental " ) for $ 16,000,000 in cash . The purchase price is subject to adjustment based upon the working capital of Caronia as of the closing date . Such acquisition was consummated pursuant to the terms of a stock purchase agreement , dated March 17 , 2005 , between Octagon and Continental . Managed Care Holdings , through its wholly - owned subsidiary Caronia Corp . ( " Caronia " ) , provides third - party claims and risk management services to hospitals and healthcare systems , physician and paraprofessional groups , nursing homes , rehabilitation centers and clinics . Its business is based in Melville , New York and services clients through 40 locations nationwide . After the consummation of the transaction , Managed Care Holdings and Caronia Corp . will become part of the employer cost containment and health services business operated by WC Holdings , Inc . , a majority owned subsidiary of the Company . The Company ' s two reportable segments are employer cost containment and health services , and educational services . The employer cost containment and health services segment consists of WC Holdings , which provides services to employers and their employees primarily relating to industrial health and safety , industrial medical care , workers ' compensation insurance and the direct and indirect costs associated therewith . The educational segment consists of Primrose Holdings , Inc . , which is engaged in the franchising of educational child care centers , with related activities in real estate consulting and site selection services in the Southeast and Southwest . This release contains " forward - looking " statements within the meaning of the " safe harbor " provisions of the Private Litigation Reform Act of 1995 . Such statements are based on 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 Ohio , California and the other 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 Company 's ability to attract qualified franchisees or access to financing for these franchisees , the effects on the Company if a lender to one of the Company 's subsidiaries utilizes remedies available to it upon an event of default on loans at one of the Company 's subsidiaries and decisions relative to and the outcome of any such decisions regarding strategic alternatives with respect to maximizing stockholder value and enhancing stockholder liquidity .