SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): /x/ Form 10-K / / Form 20-F / / Form 11-K / / Form 10-Q / /
Form N-SAR
For Period Ended: December 31, 1996
/ / Transition Report on Form 10-K
/ / Transition Report on Form 20-F
/ / Transition Report on Form 11-K
/ / Transition Report on Form 10-Q
/ / Transition Report on Form N-SAR
For the Transition Period Ended: _____________________________________________
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
(If partial filing, list portions not filed.)
PART I - REGISTRANT INFORMATION
Full Name of Registrant: Simon Property Group, L.P.
Former Name if Applicable:
Address of Principal Executive Office (Street and Number): 115 West
Washington
Street, Suite 15 East
City, State and Zip Code: Indianapolis, IN 46204.
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
/x/ (a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort or
expense;
/x/ (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof,
will be filed on or before the fifteenth calendar day following the
prescribed due date; and
/ / (c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed)
Simon Property Group, L.P. ("SPG, LP") is a majority-owned subsidiary of
Simon DeBartolo Group, Inc. (the "Company"). The Company is a self-
administered, self-managed real estate investment trust that, through its
subsidiaries, owns or holds interests in approximately 190 income-producing
properties, primarily regional malls and community shopping centers. As
previously reported, in August 1996, the Company acquired the national shopping
center business of DeBartolo Realty Corporation ("DRC"), comprised of 61 income-
producing properties in a merger transaction (the "Merger"). In connection
with the Merger, the ownership of SPG, LP and DRC's majority owned subsidiary
partnership, now known as Simon DeBartolo Group, L.P. ("SDG, LP"), was
restructured by the contribution of partnership interests in SPG, LP to SDG,
LP. As a result of these transactions, SDG, LP became the primary operating
partnership of the Company through which the business of the Company is
conducted and SPG, LP became a subsidiary of SDG, LP, with 99% of the profits
allocable to SDG, LP and 1% of the profits allocable to the Company.
The Company, SDG, LP and SPG, LP each currently file periodic reports under
the Securities Exchange Act of 1934, as amended. The Company and SDG, LP filed
their Annual Reports on Form 10-K for the year ended December 31, 1996. The
operations of SPG, LP are included in the consolidated financial statements of
the Company and SDG, LPfor the year ended December 31, 1996. Because of the
restructuring of the ownership of SPG, LP arising out of the Merger and the
transfer of the operational aspects of the Company's business to SDG, LP, the
narrative portions of SPG, LP's Annual Report on Form 10-K were not able to be
completed by March 31, 1997 without unreasonable effort or expense.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
John Dahl, 317/630-1600
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months (or for such shorter) period that the
registrant was required to file such reports) been filed? If answer is no,
identify report(s) /x/ Yes / / No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof? / / Yes /x/ No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Simon Property Group, L.P.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 31, 1997 By: Simon DeBartolo Group, Inc.,
----------------------------
General Partner
By: /s/ Stephen E. Sterrett
-----------------------
Name: Stephen E. Sterrett
Title: Treasurer
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
