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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): JANUARY 8, 2001
SIMON PROPERTY GROUP, L.P.
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(Exact name of registrant as specified in its charter)
DELAWARE 33-11491 34-1755769
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
NATIONAL CITY CENTER
115 WEST WASHINGTON STREET, SUITE 15 EAST
INDIANAPOLIS, INDIANA 46204
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (317) 636-1600
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NOT APPLICABLE
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(Former name or former address, if changed since last report.)
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
99 Certain information that may be disclosed to prospective
purchasers in a proposed private placement of debt securities.
</TABLE>
ITEM 9. REGULATION FD DISCLOSURE
We are conducting an offering of notes primarily for the purpose of
repaying variable rate debt. The offering will be a private placement under
Rule 144A of the Securities Act and will be made only to qualified
institutional buyers and to investors in transactions exempt from
registration under Regulation S of the Securities Act. In connection with
the offering of notes, we anticipate disclosing to prospective purchasers of
the notes certain information. We have elected to provide certain of this
information in this current report on Form 8-K as Exhibit 99 for
informational purposes.
No assurance can be made that the offering of notes will be completed.
The offering of notes is presently expected to be completed by January 18,
2001.
The notes have not been registered under the Securities Act and may not
be offered or sold in the United States absent registration or an applicable
exemption from the registration requirements. This current report on Form
8-K does not constitute an offer to sell or the solicitation of an offer to
buy any security and shall not constitute an offer, solicitation or sale of
any securities in any jurisdiction in which such offer or sale would be
unlawful.
This current report on Form 8-K, together with the information attached
as an exhibit hereto, includes "forward-looking statements," as defined in
the Private Securities Litigation Reform Act of 1995, reflecting management's
current analysis and expectations, based on reasonable assumptions. Although
we believe that our plans, intentions and expectations reflected in or
suggested by such forward-looking statements are reasonable, actual results,
including the timing of the offering and the proceeds anticipated therefrom,
among others, could differ materially depending on factors discussed in
reports filed with the Securities and Exchange Commission. This paragraph is
included to provide safe harbor for forward-looking statements, which are not
required to be publicly revised as circumstances change.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SIMON PROPERTY GROUP, L.P.
By: Simon Property Group, Inc.
General Partner
Dated: January 8, 2001 /s/ John Dahl
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John Dahl
Senior Vice President and Chief
Accounting Officer
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
<S> <C>
99 Certain information that may be disclosed to prospective
purchasers in a proposed private placement of debt securities.
</TABLE>
