Catellus announces call for redemption of remainder of its Series A Preferred Stock and partial call for redemption of 1.47 million shares of its Series B Preferred Stock.

SAN FRANCISCO--(BUSINESS WIRE)--March 24, 1997--Catellus Development Corporation (NYSE:CDX) announced today a call for full redemption of the remaining 250,349 outstanding shares of its $3.75 Series A Cumulative Convertible Preferred Stock.

The date fixed for the redemption is May 1, 1997. The redemption price will be $52.25 per share of Series A Preferred Stock plus accrued and unpaid dividends to the redemption date.

The Series A Preferred Stock is convertible at the option of the holder, at any time from the date of issuance, into common stock, par value $.01 per share, of the Company at the rate of 5.5187 shares of Common Stock for each share of Series A Preferred Stock (equivalent to a conversion price of $9.06 per share of Common Stock based on the liquidation value of $50 per share of Preferred Stock or an effective price of $9.47 per share of Common Stock based on the redemption price of $52.25 per share of Preferred Stock). The right to convert the remaining outstanding shares of Series A Preferred Stock will terminate on the business day preceding the redemption date, Wednesday, April 30, 1997.

In addition, Catellus announced today a call for partial redemption of 1.47 million shares of its unlisted $3.625 Series B Cumulative Convertible Exchangeable Preferred Stock (issued October 28, 1993 in a private placement). As of March 17, 1997, there were 3,000,000 shares outstanding of the $3.625 Series B Preferred Stock. The date fixed for the partial redemption is May 1, 1997. The redemption price will be $52.5375 per share of Series B Preferred Stock plus accrued and unpaid dividends to the redemption date. The record date for the call for redemption will be March 31, 1997 and the shares to be redeemed will be determined on a pro rata basis based upon the number of shares outstanding as of the record date.

The Series B Preferred Stock is convertible at the option of the holder, at any time from the date of issuance, into common stock, par value $.01 per share, of the Company at the rate of 5.1020 shares of Common Stock for each share of Series B Preferred Stock (equivalent to a conversion price of $9.80 per share of Common Stock based on the liquidation value of $50 per share of Preferred Stock or an effective price of $10.30 per share of Common Stock based on the redemption price of $52.5375 per share of Preferred Stock). The right to convert the 1.47 million shares of Series B Preferred Stock called for redemption will terminate on the business day preceding the redemption date, Wednesday, April 30, 1997.

The Company has appointed as its redemption and conversion agent for both the Series A Preferred and the Series B Preferred stock, First Chicago Trust Company of New York, 14 Wall Street, 8th floor, Suite 4680, New York, NY 10007. Holders of both issues will be notified by First Chicago Trust Company of New York regarding redemption and/or conversion procedures. The transfer books for the recordholders of the Series B Preferred Stock will be closed March 31, 1997 through April 1, 1997 for the purpose of a determination of the recordholders of the shares.

Catellus Development Corporation is a diversified real estate operating company that owns, manages and develops real estate for its own account and others. On December 31, 1996, the Company's portfolio included 16.5 million square feet of income-producing properties, 5,400 acres of land leases, 837,000 acres of land, interests in nine commercial joint ventures and three residential joint ventures.

CONTACT: Catellus Development Corporation

Jennifer K. Ruddock, 415/974-4649