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Catellus Declares Fourth Quarter Dividend and Reports REIT Conversion on Schedule SAN FRANCISCO, Dec. 3 /PRNewswire-FirstCall/ -- The Board of Directors of Catellus Development Corporation today declared a regular cash dividend for the quarter ending December 31, 2003, of $0.27 per share of common stock payable on January 15, 2004, to stockholders of record at the close of business on December 29, 2003. The $0.27 per share dividend is approximately equal to the recently paid $0.30 per share dividend for the third quarter when adjusted for the increase in the number of shares outstanding that will result from the stock portion of the special earnings and profits distribution scheduled for December 18, 2003. Additionally, Catellus Development Corporation announced the completion of the merger of affiliated entities as part of the restructuring of the company's business operations to allow the company to operate as a real estate investment trust, or REIT, effective January 1, 2004. The restructuring included the formation of Catellus SubCo, Inc. and Catellus Operating Limited Partnership. On December 1, 2003, the predecessor Catellus Development Corporation ("Old Catellus") merged with and into Catellus Operating Limited Partnership. Catellus SubCo, Inc. owns, directly or indirectly, all of the equity interests of that partnership. Catellus SubCo, Inc., which, concurrently with the merger, changed its name to Catellus Development Corporation, has become the publicly traded, New York Stock Exchange listed company in place of Old Catellus, and succeeds to and will continue to operate, directly or indirectly, the businesses of Old Catellus. As a consequence of the merger, each share of Old Catellus common stock will be converted into one share of common stock of the successor Catellus Development Corporation. 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, +1-415-974-4616, or Minnie Wright Investor Relations, +1-415-974-4649, both of Catellus Development Corporation. DATASOURCE: Catellus Development Corporation CONTACT: Margan Mitchell, Corporate Communications, +1-415-974-4616, or Minnie Wright Investor Relations, +1-415-974-4649, both of Catellus Development Corporation Web site: http://www.catellus.com/

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