<PAGE>
As filed with the Securities and Exchange Commission on January 20, 1999
Registration No. 33-98364
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to the
Form S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
Simon Property Group, L.P.
(Exact name of registrant as specified in its charter)
Delaware 35-1903854
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
James M. Barkley
Secretary, General Counsel
Simon Property Group, Inc.
National City Center
115 West Washington Street, Suite 15 East
Indianapolis, Indiana 46204
(317) 636-1600
(Name, address and telephone number of agent for service)
with copies to
Richard L. Posen, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
-------------------------------------------------
DEREGISTRATION OF UNSOLD SECURITIES
-------------------------------------------------
$500,000,000 of unsecured non-convertible investment grade debt securities
previously registered for sale to the public are hereby withdrawn from
registration under this Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and Rule 478
thereunder, the Registrant and has duly caused this Post-Effective Amendment No.
1 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
this 20th day of January, 1999.
SIMON PROPERTY GROUP, L.P.
By: Simon Property Group, Inc.,
its General Partner
By: /s/ David Simon
---------------------------
David Simon
Chief Executive Officer