UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Chelsea GCA Realty, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
163262
(CUSIP Number)
James M. Barkley
Simon Property Group, L.P.
115 West Washington Street
Indianapolis, Indiana 46204
(317) 636-1600
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 9, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of <section><section>240.13d-1(e),
240.13d-1(f), 240.13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See
<section>240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
<PAGE>
CUSIP No. 163262
(1) NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY).
Simon Property Group, L.P.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
(3) SEC USE ONLY_________________________________________________________
(4) SOURCE OF FUNDS (SEE INSTRUCTIONS) NOT APPLICABLE
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
Number of (7) SOLE VOTING POWER -0-
Shares Beneficially (8) SHARED VOTING POWER -0-
Owned by Each (9) SOLE DISPOSITIVE POWER -0-
Reporting Person With (10) SHARED DISPOSITIVE POWER -0-
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -0-
(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN
<PAGE>
INTRODUCTORY STATEMENT
Pursuant to Regulations <section>240.13d-2, this Amendment No. 1
to Schedule 13D discloses changes in the statement on Schedule
13D dated June 19, 1997 filed by Simon DeBartolo Group, L.P. (now
known as Simon Property Group, L.P.) and therefore does not
restate the items therein in their entirety.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, $.01 par value
("Common Stock"), of Chelsea GCA Realty, Inc. ("Issuer"), a
Maryland corporation. Issuer's principal executive offices are
located at 103 Eisenhower Parkway, Roseland, New Jersey 07068.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed on behalf of Simon Property Group, L.P.
(formerly known as Simon DeBartolo Group, L.P.) (the "Operating
Partnership"), a Delaware limited partnership engaged primarily
in the ownership, development, and management of income-producing
properties, primarily regional malls and community shopping
centers.
The Operating Partnership is a majority-owned subsidiary of Simon
Property Group, Inc. (the "Company"), a Delaware corporation that
is a self-managed and administered REIT. The Company is the
general partner of the Operating Partnership.
The Operating Partnership and the Company have their principal
business and office addresses at 115 West Washington Street,
Indianapolis, Indiana 46204. Information concerning the
executive officers and directors of the Company is attached as
Exhibit 99.
During the past five years, none of the Operating Partnership,
the Company, or (to the knowledge of the Operating Partnership)
the individuals listed on Exhibit 99 (which is incorporated
herein by reference) has (i) been convicted in any criminal
proceeding (excluding traffic violations or similar
misdemeanors), or (ii) been a party to any civil proceeding of a
judicial or administrative body of competent jurisdiction
resulting in any judgment, decree or final order against any of
them, enjoining any of them from engaging in future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION.
Not applicable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of August 9, 2000, none of the Operating Partnership, the
Company or (to the knowledge of the Operating Partnership)
the individuals listed on Exhibit 99 beneficially owned, for
purposes of Regulations <section>240.13d-3, any shares of
Common Stock.
(b) Not applicable.
(c) On August 9, 2000, the Operating Partnership sold 1,408,450
shares of Common Stock in a private transaction at a sale
price of $35.50 per share (the "Sale").
(d) Not applicable.
(e) As a result of the Sale, on August 9, 2000, the Operating
Partnership ceased to be the beneficial owner of more than
five percent of the Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
EXHIBIT TITLE
99 Executive Officers and Directors of the Company, the
general partner of the Operating Partnership.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
SIMON PROPERTY GROUP, L.P.
By: SIMON PROPERTY GROUP, INC., General Partner
By: /S/ JAMES M. BARKLEY
James M. Barkley,
General Counsel and Secretary
Dated: August 9, 2000
<PAGE>
EXHIBIT INDEX
EXHIBIT TITLE
99 Executive Officers and Directors of the Company, the
general partner of the Operating Partnership.
<PAGE>
Exhibit 99
EXECUTIVE OFFICERS AND DIRECTORS
OF SIMON PROPERTY GROUP, INC.,
THE GENERAL PARTNER OF
SIMON PROPERTY GROUP, L.P.
Each person listed below is a United States citizen with a business address
of 115 West Washington Street, Indianapolis, Indiana 46204. The table
provides each person's position with the Company, with additional
occupation information provided parenthetically.
NAME PRESENT PRINCIPAL OCCUPATION
Melvin Simon Co-Chairman of the Board
Herbert Simon Co-Chairman of the Board
David Simon Chief Executive Officer and Director
Hans C. Mautner Vice Chairman of the Board
Richard S. Sokolov President and Director
Randolph L. Foxworthy Executive Vice President - Corporate
Development
William J. Garvey Executive Vice President - Property
Development
James A. Napoli Executive Vice President - Leasing
John R. Neutzling Executive Vice President - Property
Management
James M. Barkley General Counsel and Secretary
Stephen E. Sterret Senior Vice President and Treasurer
James R. Giuliano, III Senior Vice President
John Rulli Senior Vice President
Robert E. Angelica Director (Chairman and Chief Executive
Officer of the AT&T Investment Management
Corporation)
Birch Bayh Director (Senior Partner, Oppenheimer,
Wolff, Donnelly & Bayh LLP)
M. Denise DeBartolo York Director (Chairman of the Board of Edward J.
DeBartolo Corporation)
G. William Miller Director (Chairman of the Board and
Chief Executive Officer of G. William
Miller & Co., Inc.)
Fredrick W. Petri Director (Partner, Petrone, Petri &
Company)
J. Albert Smith, Jr. Director (Managing Director of Bank One
Corporation)
Pieter S. van den Berg Director (Director Controller of PGGM, a
Dutch pension fund)
Philip J. Ward Director (Senior Managing Director, Head of
Real Estate Investments, CIGNA Investments,
Inc.)
