SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 9, 1996
SIMON PROPERTY GROUP, L.P.
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(Exact name of registrant as specified in charter)
DELAWARE 33-98364 35-1903854
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
115 WEST WASHINGTON STREET, INDIANAPOLIS, INDIANA 46204
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (317) 636-1600
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(Former name or former address, if changed since last report)
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
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On August 9, 1996, pursuant to an Agreement and Plan of Merger, dated as
of March 26, 1996, as amended, among Simon DeBartolo Group, Inc., a Maryland
corporation (formerly known as Simon Property Group, Inc.) ("SDG") and
general partner of the Registrant, Day Acquisition Corp., an Ohio corporation
and a subsidiary of SDG ("Sub"), and DeBartolo Realty Corporation, an Ohio
corporation ("DRC"), Sub was merged with and into DRC (the "Merger"). The
Merger and certain other related matters were approved by stockholders of SDG
and shareholders of DRC at their special meetings held on August 7, 1996 and
August 6, 1996, respectively.
In connection with the Merger, all of the limited partners of the
Registrant and SDG, as general partner of the Registrant, contributed an
aggregate 49.5% of the outstanding partnership units of the Registrant
("Units") and an additional 49.5% interest in the profits of the Registrant
to DeBartolo Realty Partnership, L.P., a Delaware limited partnership
and a subsidiary of DRC (the "Operating Partnership"),in exchange for
a majority of the partnership interest in the Operating Partnership.
For financial reporting purposes, the completion of the Merger and
other related transactions results in a reverse acquisition of all assets
and liabilities of the Operating Partnership. Although DeBartolo Realty
Partnership, L.P. (now SDG, LP), survived the transactions and became the
primary operating partnership of Simon DeBartolo Group, Inc., SDG, LP is
the accounting acquirer. Accordingly, the financial statements filed by
SDG, LP for the post-merger periods will reflect the acquisition of the
Operating Partnership by SPG, LP using the purchase method of accounting
and for all pre-merger comparative periods will reflect the financial
statements of SPG, LP or SPG, LP's Predecessor.
Information concerning the Merger and the transactions contemplated
thereunder was previously reported in SDG's Prospectus/Joint Proxy Statement
which is a part of the Registration Statement on Form S-4 (333-06933)
as amended and declared effective by the Securities and Exchange Commission
on June 28, 1996 (the "Registration Statement"), which is incorporated
by reference herein to the extent appropriate.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
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(a) and (b) The required financial information will be filed, as
required, no later than October 8, 1996.
(c) Exhibits
The items listed on the Exhibit Index attached hereto
are filed with or made a part of this Current Report
on Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
Date: August 26, 1996
SIMON PROPERTY GROUP, L.P.
By: Simon DeBartolo Group, Inc.
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Its General Partner
By: /s/ James M. Barkley
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Name: James M. Barkley
Title: Secretary/General Counsel
EXHIBIT INDEX
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Sequentially
Exhibit No. Description Numbered Pages
2.1 Agreement and Plan of Merger (the "Merger
Agreement") (dated as of March 26, 1996, among
SDG, Sub and DRC (included as Annex I to the
Prospectus/Joint Proxy Statement referred to
in Exhibit 20.1).
2.2 Amendment No. 1 to the Merger Agreement, dated
as of June 26, 1996 (included as Annex I to the
Prospectus/Joint Proxy Statement referred to in
Exhibit 20.1).
2.3 Amendment No. 2 to the Merger Agreement, dated
as of August 8, 1996 (incorporated by reference
as Exhibit 2.3 of the Current Report on Form 8-K
filed by SDG) on August 26, 1996 (the "SDG
Form 8-K").
10.1 Amended and Restated Partnership Agreement of the
Registrant (incorporated by reference as Exhibit
10.1.2 of the Registration Statement referred to
in Exhibit 20.1).
10.2 Contribution Agreement (incorporated by reference
as Exhibit 10.5 of the Registration Statement
referred to in Exhibit 20.1).
20.1 Prospectus/Joint Proxy Statement dated June 28,
1996 (incorporated by reference to the
Prospectus/Joint Proxy Statement dated June 28,
1996, forming a part of the SDG's Registration
Statement (the "Registration Statement") on
Form S-4 (333-06933), as amended and declared
effective by the Securities and Exchange
Commission on June 28, 1996).
99.1 Press Release dated August 7, 1996 (incorporated
by reference as Exhibit 99.1 of the SDG Form 8-K).
99.2 Press Release dated August 9, 1996 (incorporated
by reference as Exhibit 99.2 of the SDG Form 8-K).
