<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 20, 1996
REGISTRATION NO. 333-11491
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
SIMON DEBARTOLO GROUP, L.P.
SIMON PROPERTY GROUP, L.P.
(EXACT NAME OF EACH REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 34-1755769
DELAWARE 35-1903854
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
------------------------
NATIONAL CITY CENTER
115 WEST WASHINGTON STREET
SUITE 15 EAST
INDIANAPOLIS, IN 46204
(317) 636-1600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANTS' PRINCIPAL EXECUTIVE OFFICE)
DAVID SIMON
CHIEF EXECUTIVE OFFICER
SIMON DEBARTOLO GROUP, INC.
NATIONAL CITY CENTER
115 WEST WASHINGTON STREET
SUITE 15 EAST
INDIANAPOLIS, IN 46204
(317) 636-1600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
COPIES TO:
<TABLE>
<S> <C>
EDWIN S. MAYNARD, ESQ. JAMES M. ASHER, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON ROBERT E. KING, JR., ESQ.
1285 AVENUE OF THE AMERICAS ROGERS & WELLS
NEW YORK, NEW YORK 10019-6064 200 PARK AVENUE
(212) 373-3000 NEW YORK, NEW YORK 10166
(212) 878-8000
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time or at one time after the effective date of the Registration
Statement.
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses (not including underwriting commissions and fees) of issuance
and distribution of the securities are estimated to be:
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee...................... $ 258,620
Printing Costs........................................................... $ 150,000(1)
NASD Filing Fees......................................................... $ 30,500
Fees of Rating Agencies.................................................. $ 210,000
Accounting Fees and Expenses............................................. $ 100,000(1)
Attorneys' Fees and Expenses............................................. $ 150,000(1)
Blue Sky Fees and Expenses............................................... $ 90,000
Miscellaneous Expenses................................................... $ 165,880(1)
-----------
Total.......................................................... $1,155,000(1)
===========
</TABLE>
- ---------------
(1) Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Partnership Agreement of each of the Operating Partnership and SPG, LP
contains provisions indemnifying their respective general partners' officers and
directors against certain liabilities. Each such Partnership Agreement provides
for indemnification of such general partners and their officers and directors to
the same extent indemnification is provided to officers and directors of the
Company in its Charter, and limits the liability of such general partners and
their officers and directors to the Operating Partnership or SPG, LP and their
respective partners to the same extent liability of officers and directors of
the Company to the Company and its stockholders is limited under the Company's
Charter. In addition, the Company's officers and directors are indemnified under
Maryland law and the Company's Charter. The Company's Charter requires the
Company to indemnify its directors and officers to the fullest extent permitted
from time to time by the laws of Maryland. The Company's By-Laws contain
provisions which implement the indemnification provisions of the Company's
Charter.
The Maryland General Corporation Law (the "MGCL") permits a corporation to
indemnify its directors and officers, among others, against judgments,
penalties, fines, settlements and reasonable expenses actually incurred by them
in connection with any proceeding to which they may be made a party by reason of
their service in those or other capacities unless it is established that the act
or omission of the director or officer was material to the matter giving rise to
the proceeding and was committed in bad faith or was the result of active and
deliberate dishonesty, or the director or officer actually received an improper
personal benefit in money, property or services, or in the case of any criminal
proceeding, the director or officer had reasonable cause to believe that the act
or omission was unlawful. No amendment of the Company's Charter shall limit or
eliminate the right to indemnification provided with respect to acts or
omissions occurring prior to such amendment or repeal. Maryland law permits the
Company to provide indemnification to an officer to the same extent as a
director, although additional indemnification may be provided if such officer is
not also a director.
The MGCL permits the charter of a Maryland corporation to include a
provision limiting the liability of its directors and officers to the
corporation and its stockholders for money damages, subject to specified
restrictions. The MGCL does not, however, permit the liability of directors and
officers to the corporation or its stockholders to be limited to the extent that
(1) it is proved that the person actually received an improper benefit or profit
in money, property or services (to the extent such benefit or profit was
received) or (2) a judgment or other final adjudication adverse to such person
is entered in a proceeding based on a finding that the person's action, or
failure to act, was the result of active and deliberate dishonesty and was
material to the
II-1
<PAGE> 3
cause of action adjudicated in the proceeding. The Company's Charter contains a
provision consistent with the MGCL. No amendment of the Company's Charter shall
limit or eliminate the limitation of liability with respect to acts or omissions
occurring prior to such amendment or repeal.
The Company has entered into indemnification agreements with each of the
Company's directors and officers. The indemnification agreements require, among
other things, that the Company indemnify its directors and officers to the
fullest extent permitted by law, and advance to the directors and officers all
related expenses, subject to reimbursement if it is subsequently determined that
indemnification is not permitted. The Company also must indemnify and advance
all expenses incurred by directors and officers seeking to enforce their rights
under the indemnification agreements, and cover each director and officer if the
Company obtains directors' and officers' liability insurance.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- ---------------------------------------------------------------------------------
<C> <C> <S>
1.1* -- Form of Underwriting Agreement
4.1** -- Form of Indenture
5.1** -- Opinion of Paul, Weiss, Rifkind, Wharton & Garrison
12.1** -- Calculation of Ratio of Earnings to Fixed Charges
23.1** -- Consent of Arthur Andersen LLP
23.2** -- Consent of Ernst & Young LLP
23.3** -- Consent of Paul, Weiss, Rifkind, Wharton & Garrison (contained in Exhibit 5.1)
23.4** -- Consent of Willkie Farr & Gallagher
24.1** -- Power of Attorney (included in the signature page to the Registration Statement)
25.1 -- Statement of Eligibility of Trustee on Form T-1
99.1 -- Agreement dated November 13, 1996 between Simon DeBartolo Group, Inc. and Simon
DeBartolo Group, L.P.
</TABLE>
- ---------------
* To be filed by amendment or incorporated by reference herein by a Current
Report on Form 8-K.
** Previously filed.
ITEM 17. UNDERTAKINGS.
(a) Each of the undersigned registrants hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective
II-2
<PAGE> 4
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the Offering.
(b) Each of the undersigned registrants hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrants pursuant to the foregoing provisions, or otherwise, the
registrants have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by a
registrant of expenses incurred or paid by a director, officer or controlling
person of such registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, such registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
(d) Each of the undersigned registrants hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(e) Each of the undersigned registrants hereby undertakes to file an
application for the purpose of determining the eligibility of the Trustee to act
under subsection (a) of Section 310 of the Trust Indenture Act in accordance
with the rules and regulations prescribed by the Commission under Section
305(b)(2) of the Act.
II-3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Indianapolis, State of Indiana, on November 20
1996.
SIMON DeBARTOLO GROUP, L.P.
By: SD PROPERTY GROUP, INC.
By: /s/ DAVID SIMON
---------------------------------
David Simon
(Chief Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed by the following persons in the
capacities as officers and directors of the managing partner of the Registrant
and on the date indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
- ---------------------------------------- --------------------------------- ------------------
<C> <S> <C>
* Co-Chairman of the Board of November 20, 1996
- ---------------------------------------- Directors
Melvin Simon
* Co-Chairman of the Board of November 20, 1996
- ---------------------------------------- Directors
Herbert Simon
/s/ DAVID SIMON Chief Executive Officer and November 20, 1996
- ---------------------------------------- Director (Principal Executive
David Simon Officer, Financial Officer and
Accounting Officer)
* President, Chief Operating November 20, 1996
- ---------------------------------------- Officer and Director
Richard S. Sokolov
* Director November 20, 1996
- ----------------------------------------
Birch Bayh
* Director November 20, 1996
- ----------------------------------------
Edward J. Debartolo, Jr.
* Director November 20, 1996
- ----------------------------------------
William T. Dillard, II
* Director November 20, 1996
- ----------------------------------------
G. William Miller
</TABLE>
II-4
<PAGE> 6
<TABLE>
<CAPTION>
NAME TITLE DATE
- ---------------------------------------- --------------------------------- ------------------
<C> <S> <C>
* Director November 20, 1996
- ----------------------------------------
Fredrick W. Petri
* Director November 20, 1996
- ----------------------------------------
Terry S. Prindiville
* Director November 20, 1996
- ----------------------------------------
J. Albert Smith, Jr.
* Director November 20, 1996
- ----------------------------------------
Philip J. Ward
* Director November 20, 1996
- ----------------------------------------
M. Denise DeBartolo York
*By /s/ DAVID SIMON
- ----------------------------------------
David Simon
Attorney-in-fact
</TABLE>
II-5
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Indianapolis, State of Indiana, on November 20,
1996.
SIMON PROPERTY GROUP, L.P.
By: SIMON DeBARTOLO GROUP, INC.
its general partner
By: /s/ DAVID SIMON
-------------------------------
David Simon
(Chief Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed by the following persons in their
capacities as officers or directors of the general partner of the Registrant and
on the date indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
- ---------------------------------------- --------------------------------- ------------------
<C> <S> <C>
Co-Chairman of the Board of November , 1996
- ---------------------------------------- Directors
Melvin Simon
* Co-Chairman of the Board of November 20, 1996
- ---------------------------------------- Directors
Herbert Simon
/s/ DAVID SIMON Chief Executive Officer and November 20, 1996
- ---------------------------------------- Director (Principal Executive
David Simon Officer, Financial Officer and
Accounting Officer)
* President, Chief Operating November 20, 1996
- ---------------------------------------- Officer and Director
Richard S. Sokolov
* Director November 20, 1996
- ----------------------------------------
Birch Bayh
Director November , 1996
- ----------------------------------------
Edward J. Debartolo, Jr.
Director November , 1996
- ----------------------------------------
William T. Dillard, II
</TABLE>
II-6
<PAGE> 8
<TABLE>
<CAPTION>
NAME TITLE DATE
- ---------------------------------------- --------------------------------- ------------------
<C> <S> <C>
* Director November 20, 1996
- ----------------------------------------
G. William Miller
* Director November 20, 1996
- ----------------------------------------
Fredrick W. Petri
* Director November 20, 1996
- ----------------------------------------
Terry S. Prindiville
Director November , 1996
- ----------------------------------------
J. Albert Smith, Jr.
* Director November 20, 1996
- ----------------------------------------
Philip J. Ward
Director November , 1996
- ----------------------------------------
M. Denise DeBartolo York
*By /s/ DAVID SIMON
- ----------------------------------------
David Simon
Attorney-in-fact
</TABLE>
II-7
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION PAGE
- ----------- -------------------------------------------------------------------- ------------
<C> <C> <S> <C>
1.1* -- Form of Underwriting Agreement......................................
4.1** -- Form of Indenture...................................................
5.1** -- Opinion of Paul, Weiss, Rifkind, Wharton & Garrison.................
12.1** -- Calculation of Ratio of Earnings to Fixed Charges...................
23.1** -- Consent of Arthur Andersen LLP......................................
23.2** -- Consent of Ernst & Young LLP........................................
23.3** -- Consent of Paul, Weiss, Rifkind, Wharton & Garrison (contained in
Exhibit 5.1)........................................................
23.4** -- Consent of Willkie Farr & Gallagher.................................
24.1** -- Power of Attorney (included in the signature page to the
Registration Statement).............................................
25.1 -- Statement of Eligibility of Trustee on Form T-1.....................
99.1 -- Agreement dated November 13, 1996 between Simon DeBartolo Group,
Inc. and Simon DeBartolo Group, L.P.................................
</TABLE>
- ---------------
* To be filed by amendment or incorporated by reference herein by a Current
Report on Form 8-K.
** Previously filed.
<PAGE> 1
___________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
___________________________________________
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
___________________________________________________
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ____
___________________________________________________
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
___________________________________________________
SIMON DEBARTOLO GROUP, L.P.
(Exact name of obligor as specified in its charter)
DELAWARE 34-1755769
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
NATIONAL CITY CENTER
115 WEST WASHINGTON ST., SUITE 15 EAST
INDIANAPOLIS, IN 46204
(Address of principal executive offices) (Zip Code)
_____________________________________________
SIMON PROPERTY GROUP, L.P.
(Exact name of obligor as specified in its charter)
DELAWARE 35-1903854
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
NATIONAL CITY CENTER
115 WEST WASHINGTON ST., SUITE 15 EAST
INDIANAPOLIS, IN 46204
(Address of principal executive offices) (Zip Code)
___________________________________________________
(Title of the indenture securities)
DEBT SECURITIES
___________________________________________________
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New
York 12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C.,
20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
<PAGE> 3
- 2 -
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of
Amendment dated February 17, 1969, August 31, 1977, December 31, 1980,
September 9, 1982, February 28, 1985, December 2, 1991 and July 10, 1996 (see
Exhibit 1 to Form T-1 filed in connection with Registration Statement No.
333-06249, which is incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996,
in connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333- 06249, which
is incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
(On July 14, 1996, in connection with the merger of Chemical Bank and The Chase
Manhattan Bank (National Association), Chemical Bank, the surviving
corporation, was renamed The Chase Manhattan Bank).
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York and State of New York, on the 15TH day
of NOVEMBER, 1996.
THE CHASE MANHATTAN BANK
By /s/P. Morabito
--------------------------------
P. Morabito
Vice President
<PAGE> 4
- 3 -
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business September 30, 1996, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin ..................... $ 11,095
Interest-bearing balances .............................................. 4,998
Securities: ....................................................................
Held to maturity securities...................................................... 3,231
Available for sale securities.................................................... 38,078
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold ..................................................... 8,018
Securities purchased under agreements to resell ........................ 731
Loans and lease financing receivables:
Loans and leases, net of unearned income ............................... $130,513
Less: Allowance for loan and lease losses .............................. 2,938
Less: Allocated transfer risk reserve .................................. 27
Loans and leases, net of unearned income, allowance, and reserve ....... 127,548
Trading Assets .................................................................. 48,576
Premises and fixed assets (including capitalized leases) ........................ 2,850
Other real estate owned ......................................................... 300
Investments in unconsolidated subsidiaries and associated companies ............. 92
Customer's liability to this bank on acceptances outstanding .................... 2,777
Intangible assets ............................................................... 1,361
Other assets .................................................................... 12,204
----------
TOTAL ASSETS .................................................................... $261,859
==========
</TABLE>
- 4 -
<PAGE> 5
LIABILITIES
<TABLE>
<S> <C>
Deposits
In domestic offices ............................................. $80,163
Noninterest-bearing ............................................. $30,596
Interest-bearing ................................................ 49,567
--------
In foreign offices, Edge and Agreement subsidiaries,
and IBF's ....................................................... 65,173
Noninterest-bearing ............................................. $ 3,616
Interest-bearing ................................................ 61,557
Federal funds purchased and securities sold under agree-
ments to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased ......................................... 14,594
Securities sold under agreements to repurchase .................. 14,110
Demand notes issued to the U.S. Treasury ................................. 2,200
Trading liabilities ...................................................... 30,136
Other Borrowed money:
With a remaining maturity of one year or less ................... 16,895
With a remaining maturity of more than one year ................. 449
Mortgage indebtedness and obligations under capitalized leases ........... 49
Bank's liability on acceptances executed and outstanding 2,764
Subordinated notes and debentures ........................................ 5,471
Other liabilities ........................................................ 13,997
TOTAL LIABILITIES ........................................................ 246,001
--------
Limited-Life Preferred stock and related surplus ......................... 550
EQUITY CAPITAL
Common stock ............................................................. 1,209
Surplus .................................................................. 10,176
Undivided profits and capital reserves ................................... 4,385
Net unrealized holding gains (Losses) on available-for-sale securities ... (481)
Cumulative foreign currency translation adjustments ...................... 19
TOTAL EQUITY CAPITAL ..................................................... 15,308
--------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK AND EQUITY CAPITAL ....... $261,859
========
</TABLE>
I, Joseph L. Sclafani, S.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is
true to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
THOMAS G. LABRECQUE )
- 5 -
<PAGE> 1
EXHIBIT 99.1
THIS AGREEMENT is made as of the 13th day of November, 1996, by and
between SIMON DeBARTOLO GROUP, INC., a Maryland corporation having its principal
office at National City Center, 115 West Washington Street, Indianapolis,
Indiana 46204 (the "Company"), and SIMON DeBARTOLO GROUP, L.P., a Delaware
limited partnership having its principal office at National City Center, 115
West Washington Street, Indianapolis, Indiana 46204 (the "Partnership").
W I T N E S S E T H:
The Company is the Non-Managing General Partner of the Partnership
under and pursuant to the terms of the Fifth Amended and Restated Limited
Partnership Agreement of the Partnership dated August 9, 1996 (the "Partnership
Agreement"). Capitalized terms used and not defined in this Agreement shall
have the meanings given such terms in the Partnership Agreement.
Under the terms of Article 11 of the Partnership Agreement, each
Limited Partner of the Partnership has the right, subject to certain conditions
set forth therein, to exchange its Partnership Units for cash or Shares, as
selected by the Company as Non-Managing General Partner. If in any instance
the Company selects Shares, the Company becomes obligated to acquire the
Partnership Units in question in exchange for the issuance by it to the Limited
Partner which owns such Units of Shares equal in number to the number of Units
being so exchanged (subject to certain adjustments provided for in said Article
11). If in any instance the Company selects cash, the Company becomes
obligated to cause the Partnership to redeem the Partnership Units in question
for a cash payment in the amount provided for in said Article 11.
By virtue of the above-described arrangement, the Company can impose
meaningful financial obligations on the Partnership by electing that
Partnership Units tendered for exchange by Limited Partners pursuant to Article
11 of the Partnership Agreement be redeemed by the Partnership for cash, in
lieu of being exchanged for Shares. In order to insure that the Partnership
will have funds to meet such obligations, the Company has agreed to enter into
this Agreement.
NOW, THEREFORE, in consideration of the premises and for good and
valuable consideration paid to the Company, the receipt and sufficiency of
which are hereby acknowledged, the Company hereby agrees to and with the
Partnership as follows:
1. The Company hereby agrees that the only manner in which it may
hereafter elect to cause the Partnership redeem for cash any Partnership Units
tendered for exchange pursuant to Article 11 of the Partnership Agreement,
rather than electing to acquire such Partnership Units in exchange for Shares
in accordance with said Article 11, is by contributing to the capital of the
Partnership, in exchange for Additional Units, on or prior to the date of the
closing established pursuant to said Article 11 for the exchange or redemption
of such tendered Partnership Units, an amount in immediately available funds
sufficient to enable the Partnership to effectuate such redemption.
<PAGE> 2
2. The Company hereby further agrees that if on the date of any
closing established pursuant to Article 11 of the Partnership Agreement, the
Company shall not have made the capital contribution provided for in paragraph I
above, it shall, as result, conclusively be deemed to have elected to acquire
the tendered Partnership Units for Shares and shall be obligated at such closing
to issue its Shares to the tendering Limited Partner, in the quantity
established pursuant to said Article 11, in exchange for such Partnership Units.
3. The provisions of this Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors and assigns. The provisions of this Agreement shall be governed by
the laws of the State of Delaware.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
SIMON DeBARTOLO GROUP, INC.
By: /s/ RANDOLPH L. FOXWORTHY
------------------------------------
Name: Randolph L. Foxworthy
Title: Executive Vice President
SIMON DeBARTOLO GROUP, L.P.
By: SD PROPERTY GROUP, INC., Managing
General Partner
By: /s/ RANDOLPH L. FOXWORTHY
-------------------------------
Name: Randolph L. Foxworthy
Title: Executive Vice President
