<PAGE> 1
As filed with the Securities and Exchange Commission on September 25, 1998
Registration Nos. 333-_____ and 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
<TABLE>
<S> <C>
SIMON PROPERTY GROUP, INC. SPG REALTY CONSULTANTS, INC.
(Exact name of issuer as specified in its charter) (Exact name of issuer as specified in its charter)
Delaware Delaware
(State or other jurisdiction of incorporation or organization) (State or other jurisdiction of incorporation or organization)
046268599 13-2838638
(I.R.S. Employer Identification Number) (I.R.S. Employer Identification Number)
National City Center National City Center
115 West Washington Street 115 West Washington Street
Suite 15 East Suite 15 East
Indianapolis, Indiana 46204 Indianapolis, Indiana 46204
(317) 636-1600 (317) 636-1600
(Address and telephone number of principal executive offices) (Address and telephone number of principal executive offices)
</TABLE>
SIMON PROPERTY GROUP, L.P. 1998 STOCK INCENTIVE PLAN
(Full title of the plan)
James M. Barkley, Esq.
Secretary and 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 A COPY TO:
Richard L. Posen, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019-4699
(212) 728-8000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=========================================================================================================
Proposed maximum Proposed maximum Amount of
Title of securities to be Amount to be offering price aggregate offering registration fee
registered registered(1) per share(2) price(2)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, par value
$0.0001 per share, of Simon
Property Group, Inc. paired
with 1/100th of a share of
Common Stock, par value
$0.001 per share, of SPG
Realty Consultants, Inc. 6,300,000 $27.2813 $171,872,190.00 $50,702.30
=========================================================================================================
</TABLE>
(1) This Registration Statement covers the 6,300,000 shares issuable under the
Simon Property Group, L.P. 1998 Stock Incentive Plan. In addition, this
Registration Statement covers an indeterminable number of additional shares
as may hereinafter be offered or issued to prevent dilution resulting from
stock splits, stock dividends or similar transactions effected without the
receipt of consideration.
(2) Estimated solely for calculating the amount of the registration fee,
pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act of
1933, as amended (the "Securities Act"), based upon the average of the high
and low sale price per share of the common stock of Simon DeBartolo Group,
Inc. ("SDG") as reported by the New York Stock Exchange, Inc. on September
21, 1998.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents, filed with the Securities and Exchange Commission
(the "Commission") by Simon Property Group, Inc. ("Simon Group") and SPG Realty
Consultants, Inc. ("SRC") (collectively, the "Registrants") are incorporated
herein by reference:
(a) The Proxy Statement for Special and Annual Meeting of
Stockholders of SDG/Prospectus for Corporate Property Investors, Inc.
("CPI") (predecessor to Simon Group) and Corporate Realty Consultants, Inc.
("CRC") (predecessor to SRC), filed on August 13, 1998 with the Commission
pursuant to the Securities Act as part of the Registrants' Registration
Statement on Form S-4 (File Nos. 333-61399 and 333-61399-01).
(b) The descriptions of Simon Group's common stock, par value $0.0001
per share ("Simon Group's Common Stock") and SRC's common stock, par value
$0.001 per share ("SRC Common Stock"), incorporated by reference into the
Registration Statement on Form 8-A (File Nos. 001-14469 and 001-14469-01)
filed by CPI and CRC on September 17, 1998 pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
(c) Quarterly Report on Form 10-Q filed by CPI and CRC on September
22, 1998 pursuant to the Exchange Act.
In addition, all documents filed by the Registrants with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement, and prior to the filing of a
post-effective amendment which indicates that all the securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of the filing of such documents with the
Commission. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document which also is incorporated by reference herein) modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.
<PAGE> 3
Item 4. DESCRIPTION OF SECURITIES.
Not applicable
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL")
empowers a Delaware corporation to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise. A corporation may, in advance of the final action of any civil,
criminal, administrative or investigative action, suit or proceeding, pay the
expenses (including attorneys' fees) incurred by any officer, director,
employee or agent in defending such action, provided that the director or
officer undertakes to repay such amount if it shall ultimately be determined
that he or she is not entitled to be indemnified by the corporation. A
corporation may indemnify such person against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
he or she acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his or
her conduct was unlawful.
A Delaware corporation may indemnify officers and directors in an
action by or in the right of the corporation to procure a judgment in its favor
under the same conditions, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be liable to the
corporation. Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to above, the corporation must
indemnify him or her against the expenses (including attorneys' fees) which he
or she actually and reasonably incurred in connection therewith. The
indemnification provided is not deemed to be exclusive of any other rights to
which an officer or director may be entitled under any corporation's by-law,
agreement, vote or otherwise.
In accordance with Section 145 of the DGCL, Article Sixth, Paragraph
4(a) of the Restated Certificate of Incorporation of Simon Group ("Simon
Group's Charter"), the Restated Certificate of Incorporation of SRC ("SRC's
Charter") and Article VIII of the By-laws of SRC ("SRC's By-laws") provide,
that Simon Group or SRC, as applicable, shall indemnify to the
II-2
<PAGE> 4
fullest extent permitted under and in accordance with the laws of the State of
Delaware any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative by reason of the fact that he
is or was a director or officer of Simon Group or SRC, as applicable, or is or
was serving at the request of Simon Group or SRC, as applicable, as a director,
officer, trustee or in any other capacity with another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in, or not opposed to, the best interests of Simon Group or SRC, as
applicable, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The indemnification
provided by Simon Group's Charter, the By-laws of Simon Group ("Simon Group's
By-laws"), SRC's Charter and SRC's By-laws, shall not be deemed exclusive of any
other rights to which any of those seeking indemnification or advancement of
expenses may be entitled under any other contract or agreement between Simon
Group or SRC, as applicable, and any officer, director, employee or agent of
Simon Group or SRC, as applicable. Expenses incurred in defending a civil or
criminal action, suit or proceeding shall (in the case of any action, suit or
proceeding against a director or officer of Simon Group or SRC, as applicable)
or may (in the case of any action, suit or proceeding against an employee or
agent) be paid by Simon Group or SRC, as applicable, in advance of the final
disposition of such action, suit or proceeding as authorized by the Board of
Directors of Simon Group or SRC, as applicable, upon receipt of an undertaking
by or on behalf of the indemnified person to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by Simon
Group or SRC, as applicable. Article Sixth, Paragraph 4(d) of Simon Group's
Charter, Section 8.02 of Simon Group's By-laws, Article Sixth, Paragraph 4(d) of
SRC's Charter and Section 8.02 of SRC's By-laws provide, that neither the
amendment or repeal of, nor the adoption of any provision inconsistent with, the
above-referenced provisions of Simon Group's Charter or Simon Group's By-laws,
and SRC's Charter or SRC's By-laws, respectively, and shall eliminate or reduce
the effect of such provisions in respect of any matter occurring before such
amendment, repeal or adoption of an inconsistent provision or in respect of any
cause of action, suit or claim relating to any such matter which would have
given rise to a right of indemnification or right to receive expenses pursuant
to such provisions if any such provision had not been so amended or repealed or
if a provision inconsistent therewith had not been so adopted. Article Sixth,
Paragraph (4)(e) of Simon Group's Charter and Article Sixth, Paragraph (4)(e) of
SRC's Charter will provide that a director of Simon Group or SRC shall not be
personally liable to Simon Group, SRC or their stockholders, as applicable, for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to Simon Group,
SRC or their
II-3
<PAGE> 5
stockholders, as applicable, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL or any amendment thereto or successor provision thereto,
or (iv) for any transaction from which the director derived an improper personal
benefit. If the DGCL is amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of Simon Group or SRC, as applicable, shall be eliminated or
limited to the fullest extent permitted by the DGCL as so amended.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
Exhibit
No. Description
4.1 Secured Promissory Note and Open-End Mortgage and Security Agreement
from Simon Property Group, L.P. in favor of Principal Mutual Life
Insurance Company (Pool 2) (Incorporated by reference to the 1993 Form
10-K filed by SDG for the fiscal year ended December 31, 1993 Exhibit
4.2).
4.2 Second Amended and Restated Credit Agreement, dated as of December 22,
1997, among the SDG Operating Partnership and Morgan Guaranty Trust
Company of New York, Union Bank of Switzerland and Chase Manhattan
Bank, as Lead Agents. (Incorporated by reference to the 1997 Form 10-K
filed by SDG for the fiscal year ended December 31, 1997 Exhibit 4.3).
4.3 Form of Simon Group Common Stock Specimen Certificate (Incorporated by
reference to the Registration Statement on Form S-4 filed by CPI and
CRC, August 13, 1998).
4.4 Form of Simon Group Class B Common Stock Certificate (Incorporated by
reference to the Registration Statement on Form S-4 filed by CPI and
CRC, August 13, 1998).
4.5 Form of Simon Group Class C Common Stock Certificate (Incorporated by
reference to the Registration Statement on Form S-4 filed by CPI and
CRC, August 13, 1998).
4.6 Form of SRC Common Stock Certificate (Incorporated by reference to the
Registration Statement on Form S-4 filed by CPI and CRC, August 13,
1998).
II-4
<PAGE> 6
4.7 Trust Agreement, dated as of October 30, 1979, among shareholders of CPI,
CRC and First Jersey National Bank, as Trustee (Incorporated by reference
to the Registration Statement on Form S-4 filed by CPI and CRC, August 13,
1998).
4.8 Trust Agreement, dated as of August 26, 1994, among the holders of the
6.50% First Series Preference Shares of CPI, CRC and Bank of Montreal
Trust Company, as Trustee (Incorporated by reference to the Registration
Statement on Form S-4 filed by CPI and CRC, August 13, 1998).
4.9 Indenture, dated March 15, 1992, between CPI and Morgan Guaranty Trust
Company of New York, as Trustee, with respect to $250,000,000 9% Notes
Due 2002 (Incorporated by reference to the Registration Statement on Form
S-4 filed by CPI and CRC, August 13, 1998).
4.10 Indenture, dated August 15, 1992, between CPI and Morgan Guaranty Trust
Company of New York, as Trustee, with respect to $150,000,000 7-3/4%
Notes Due 2004 (Incorporated by reference to the Registration Statement
on Form S-4 filed by CPI and CRC, August 13, 1998).
4.11 Indenture, dated April 1, 1993, between CPI and Morgan Guaranty Trust
Company of New York, as Trustee, with respect to $100,000,000 7.05% Notes
Due 2003 (Incorporated by reference to the Registration Statement on Form
S-4 filed by CPI and CRC, August 13, 1998).
4.12 Indenture, dated September 1, 1993, between CPI and Morgan Guaranty Trust
Company of New York, as Trustee, with respect to $75,000,000 7.18% Notes
Due 2013 (Incorporated by reference to the Registration Statement on Form
S-4 filed by CPI and CRC, August 13, 1998).
4.13 Indenture, dated March 15, 1996 between CPI and The Chase Manhattan Bank
(as successor to Chemical Bank), as Trustee, with respect to $250,000,000
7.875% Notes Due 2016 (Incorporated by reference to the Registration
Statement on Form S-4 filed by CPI and CRC, August 13, 1998).
4.14 $21,000,000 Mortgage Note dated January 1, 1994 of 303-313 East 47th
Street Associates Payable to CPI (Incorporated by reference to the
Registration Statement on Form S-4 filed by CPI and CRC, August 13, 1998).
5.1 Opinion of Willkie Farr & Gallagher, as to the legality of the shares
being offered.
II-5
<PAGE> 7
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Willkie Farr & Gallagher (contained in Exhibit 5.1).
24.1 Power of Attorney (reference is made to the signature page).
Item 9. UNDERTAKINGS.
(a) The undersigned Registrants hereby undertake:
(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;
(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 thereto) 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) under the Securities Act 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 effective Registration Statement; and (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)(l)(i) and (a)(l)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrants
pursuant to section 13 or section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
II-6
<PAGE> 8
(b) The undersigned Registrants hereby undertake that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual reports pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) 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
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act 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 Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrants of expenses incurred or
paid by a director, officer or controlling person of the Registrants in the
successful defense of any action, suit or proceeding) is asserted by such
director, officers or controlling persons in connection with the securities
being registered, the Registrants 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 and will be governed by
the final adjudication of such issue.
II-7
<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrants
certify that they have reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Indianapolis, State of Indiana, on this 25th day of
September, 1998.
SIMON PROPERTY GROUP, INC.
By: /s/ David Simon
-------------------------
David Simon
Chief Executive Officer
SPG REALTY CONSULTANTS, INC.
By: /s/ David Simon
-------------------------
David Simon
Chief Executive Officer
II-8
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James M. Barkley, Esq., his true and lawful
attorney-in-fact, with full power of substitution, for him and in his name,
place and stead, in any and all capacities, to sign any amendments to this
Registration Statement and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Commission, hereby ratifying
and confirming all that each said attorney-in-facts, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in their capacities as the
Registrants and on the dates indicated:
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Capacity Date
- --------- -------- ----
/s/ Herbert Simon Co-Chairman of the September 25, 1998
- ------------------------- Board of Directors
Herbert Simon
/s/ Melvin Simon Co-Chairman of the September 25, 1998
- ------------------------- Board of Directors
Melvin Simon
/s/ Hans C. Mautner Vice Chairman of the September 25, 1998
- ------------------------- Board of Directors
Hans C. Mautner
/s/ David Simon Chief Executive September 25, 1998
- -------------------------- Officer and Director
David Simon (Principal Executive Officer)
/s/ Richard S. Sokolov President and Director September 25, 1998
- --------------------------
Richard S. Sokolov
/s/ Stephen E. Sterrett Senior Vice President September 25, 1998
- -------------------------- and Treasurer
Stephen E. Sterrett (Principal Financial Officer)
/s/ John Dahl Senior Vice President September 25, 1998
- -------------------------- and Chief Accounting Officer
John Dahl (Principal Accounting Officer)
</TABLE>
II-9
<PAGE> 11
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Capacity Date
Director September 25, 1998
- ----------------------------
Robert E. Angelica
/s/ Birch Bayh Director September 25, 1998
- ----------------------------
Birch Bayh
/s/ G. William Miller Director September 25, 1998
- ----------------------------
G. William Miller
/s/ Frederick W. Petri Director September 25, 1998
- ----------------------------
Frederick W. Petri
/s/ J. Albert Smith, Jr. Director September 25, 1998
- ----------------------------
J. Albert Smith, Jr.
/s/ Pieter S. van den Berg Director September 25, 1998
- ----------------------------
Pieter S. van den Berg
/s/ Philip J. Ward Director September 25, 1998
- ----------------------------
Philip J. Ward
Director September 25, 1998
- ----------------------------
M. Denise DeBartolo York
</TABLE>
II-10
<PAGE> 12
INDEX TO EXHIBITS
Exhibit
No. Description
- ------- -----------
4.1 Secured Promissory Note and Open-End Mortgage and Security
Agreement from Simon Property Group, L.P. in favor of Principal
Mutual Life Insurance Company (Pool 2) (Incorporated by reference
to the 1993 Form 10-K filed by SDG for the fiscal year ended
December 31, 1993 Exhibit 4.2).
4.2 Second Amended and Restated Credit Agreement, dated as of
December 22, 1997, among the SDG Operating Partnership and Morgan
Guaranty Trust Company of New York, Union Bank of Switzerland and
Chase Manhattan Bank, as Lead Agents. (Incorporated by reference
to the 1997 Form 10-K filed by SDG for the fiscal year ended
December 31, 1997 Exhibit 4.3).
4.3 Form of Simon Group Common Stock Specimen Certificate
(Incorporated by reference to the Registration Statement on Form
S-4 filed by CPI and CRC, August 13, 1998).
4.4 Form of Simon Group Class B Common Stock Certificate
(Incorporated by reference to the Registration Statement on Form
S-4 filed by CPI and CRC, August 13, 1998).
4.5 Form of Simon Group Class C Common Stock Certificate
(Incorporated by reference to the Registration Statement on Form
S-4 filed by CPI and CRC, August 13, 1998).
4.6 Form of SRC Common Stock Certificate (Incorporated by reference
to the Registration Statement on Form S-4 filed by CPI and CRC,
August 13, 1998).
4.7 Trust Agreement, dated as of October 30, 1979, among shareholders
of CPI, CRC and First Jersey National Bank, as Trustee
(Incorporated by reference to the Registration Statement on Form
S-4 filed by CPI and CRC, August 13, 1998).
4.8 Trust Agreement, dated as of August 26, 1994, among the holders
of the 6.50% First Series Preference Shares of CPI, CRC and Bank
of Montreal Trust Company, as Trustee (Incorporated by reference
to the Registration Statement on Form S-4 filed by CPI and CRC,
August 13, 1998).
4.9 Indenture, dated March 15, 1992, between CPI and Morgan Guaranty
Trust Company of New York, as Trustee, with respect to
$250,000,000 9% Notes Due 2002 (Incorporated
<PAGE> 13
by reference to the Registration Statement on Form S-4 filed by
CPI and CRC, August 13, 1998).
4.10 Indenture, dated August 15, 1992, between CPI and Morgan
Guaranty Trust Company of New York, as Trustee, with respect to
$150,000,000 7-3/4% Notes Due 2004 (Incorporated by reference to
the Registration Statement on Form S-4 filed by CPI and CRC,
August 13, 1998).
4.11 Indenture, dated April 1, 1993, between CPI and Morgan Guaranty
Trust Company of New York, as Trustee, with respect to
$100,000,000 7.05% Notes Due 2003 (Incorporated by reference to
the Registration Statement on Form S-4 filed by CPI and CRC,
August 13, 1998).
4.12 Indenture, dated September 1, 1993, between CPI and Morgan
Guaranty Trust Company of New York, as Trustee, with respect to
$75,000,000 7.18% Notes Due 2013 (Incorporated by reference to
the Registration Statement on Form S-4 filed by CPI and CRC,
August 13, 1998).
4.13 Indenture, dated March 15, 1996 between CPI and The Chase
Manhattan Bank (as successor to Chemical Bank), as Trustee, with
respect to $250,000,000 7.875% Notes Due 2016 (Incorporated by
reference to the Registration Statement on Form S-4 filed by CPI
and CRC, August 13, 1998).
4.14 $21,000,000 Mortgage Note dated January 1, 1994 of 303-313 East
47th Street Associates Payable to CPI (Incorporated by reference
to the Registration Statement on Form S-4 filed by CPI and CRC,
August 13, 1998).
5.1 Opinion of Willkie Farr & Gallagher, as to the legality of the
shares being offered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Willkie Farr & Gallagher (contained in Exhibit 5.1).
24.1 Power of Attorney (reference is made to the signature page).
<PAGE> 1
Exhibit 5.1
September 25, 1998
Simon Property Group, Inc.
SPG Realty Consultants, Inc.
National City Center
115 West Washington Street
Suite 15 East
Indianapolis, Indiana 46204
Ladies and Gentlemen:
We have acted as counsel to Simon Property Group, Inc., a Delaware corporation
("Simon Group") and SPG Realty Consultants, Inc., a Delaware corporation ("SRC",
collectively, the "Registrants"), with respect to the Joint Registration
Statement on Form S-8 (the "Registration Statement") to be filed by the
Registrants with the Securities and Exchange Commission (the "Commission") on or
about the date hereof. The Registration Statement relates to the registration
under the Securities Act of 1933, as amended, of an aggregate of 6,300,000
shares of common stock, par value $0.0001 per share, of Simon Group, each paired
with 1/100th of a share of common stock, par value $0.0001 per share, of SRC
(the "Stock"), issuable pursuant to the Simon Property Group, L.P. 1998 Stock
Incentive Plan (the "Plan").
As counsel for the Registrants, we have examined, among other things, such
federal and state laws and originals and copies (certified or otherwise
identified to our satisfaction) of the Plan and such other documents,
certificates and records as we deemed necessary and appropriate for the purpose
of preparing this opinion.
Based on the foregoing, we hereby inform you that in our opinion the shares of
Stock to be originally issued under the Plan have been duly and validly
authorized for issuance and, when issued in accordance with the terms of the
Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the inclusion of this opinion as part of the Registration
Statement. In giving such consent, we do not hereby admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Commission.
<PAGE> 2
Simon Property Group, Inc.
SPG Realty Consultants, Inc.
September 25, 1998
Page 2
We are members of the Bar of the State of New York and do not purport to be
experts in the laws of jurisdictions other than the State of New York, the
General Corporation Law of the State of Delaware and the federal laws of the
United States of America.
Very truly yours,
Willkie Farr & Gallagher
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our reports dated February 17, 1998
included in Simon DeBartolo Group, Inc.'s Form 10-K/A for the year ended
December 31, 1997, and incorporated by reference in the Proxy
Statement/Prospectus of Simon DeBartolo Group, Inc., Corporate Property
Investors, Inc. and Corporate Realty Consultants, Inc., dated August 13, 1998
(the "Proxy Statement/Prospectus") and to the incorporation by reference of our
examination report dated August 12, 1998, on the pro forma combined condensed
financial statements of Simon Property Group, Inc. and SPG Realty Consultants,
Inc., as of and for the year ended December 31, 1997, included in the Proxy
Statement/Prospectus.
ARTHUR ANDERSEN LLP
Indianapolis, Indiana,
September 22, 1998.
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) with respect to the offering of 6,300,000 shares of Common Stock of Simon
Property Group, Inc. paired with 1/100th of a share of Common Stock of SPG
Realty Consultants, Inc. pertaining to the Simon Property Group, L.P. 1998 Stock
Incentive Plan of our reports dated February 5, 1998 (except for the note,
Commitments, Contingencies and Other Comments item (1), as to which the date is
February 19, 1998) relating to Corporate Property Investors, Inc. and June 30,
1998 relating to Corporate Realty Consultants, Inc., with respect to the
consolidated financial statements of Corporate Property Investors, Inc. and
Corporate Realty Consultants, Inc. included in the Proxy Statement of Simon
DeBartolo Group, Inc. that is made part of the Registration Statement (Form S-4
Nos. 333-61399 and 333-61399-01) and Prospectus of Corporate Property Investors,
Inc. and Corporate Realty Consultants, Inc. for the year ended December 31,
1997, filed with the Securities and Exchange Commission.
New York, New York
September 18, 1998
Ernst & Young LLP
