UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
SIMON DeBARTOLO GROUP, INC.
(formerly Simon Property Group, Inc.)
(Name of Issuer)
COMMON STOCK, PAR VALUE $.0001 PER SHARE
(Title of Class of Securities)
8287810 10 4
(CUSIP Number)
With A Copy To:
DAVID SIMON PAUL, WEISS, RIFKIND, WHARTON & GARRISON
SIMON DEBARTOLO GROUP, INC. 1285 Avenue of the Americas
National City Center New York, New York 10019-6064
115 West Washington Street Attention: Edwin S. Maynard, Esq.
P.O. Box 7033, Suite 15 East Tel: (212) 373-3024
Indianapolis, IN 46204 Fax: (212) 373-2870
Tel: (317) 636-1600
Fax: (317) 685-7221
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 9, 1996
(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 Rule 13d-1(b)(3) or (4), check the following box. |_|
Check the following box if a fee is being paid with the statement. |_| (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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
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 1 of ___ Pages
<PAGE>
Exhibit Index on Page __
SCHEDULE 13D
CUSIP No. 8287810 10 4 Page 2 of ____ Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Melvin Simon & Associates, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP{*}(a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS{*}
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Indiana
7 SOLE VOTING POWER
--
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 10,769,094 (see Item 5)
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 10,769,094 (see Item 5)
10 SHARED DISPOSITIVE POWER
3,200,000 (see Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,969,094 (see Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES{*}
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.93% (see Item 5)
14 TYPE OF REPORTING PERSON{*}
CO
{*}SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
3
SCHEDULE 13D
CUSIP No. 8287810 10 4 Page 3 of ____ Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Voting Trust formed pursuant to a Voting Trust Agreement entered into as
of December 1, 1993 between Melvin Simon & Associates, Inc. and Melvin
Simon, Herbert Simon and David Simon
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP{*}(a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS{*}
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
7 SOLE VOTING
POWER
NUMBER OF --
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 3,200,000 (see Item 5)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH --
10 SHARED
DISPOSITIVE
POWER
3,200,000 (see Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,200,000 (see Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES{*}
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.19% (see Item 5)
14 TYPE OF REPORTING PERSON{*}
OO
{*}SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
4
SCHEDULE 13D
CUSIP No. 8287810 10 4 Page 4 of ____ Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Melvin Simon
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP{*}(a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS{*}
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING
POWER
NUMBER OF --
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 6,735,227 (see Item 5)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 6,735,227 (see Item 5)
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,735,227 (see Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES{*}
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.30% (see Item 5)
14 TYPE OF REPORTING PERSON{*}
IN
{*}SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
5
SCHEDULE 13D
CUSIP No. 8287810 10 4 Page 5 of ____ Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Herbert Simon
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP{*}(a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS{*}
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING
POWER
NUMBER OF --
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 5,289,077 (see Item 5)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 5,289,077 (see Item 5)
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,289,077 (see Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES{*}
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.01% (see Item 5)
14 TYPE OF REPORTING PERSON{*}
IN
{*}SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
(Amendment No. 2)
This Amendment No. 2 further amends (and restates in full,
pursuant to Rule 13d-2(c) promulgated under the Securities Exchange Act
of 1934, as amended) the Statement on Schedule 13D filed by Melvin Simon
& Associates, Inc., an Indiana corporation ("MSA"), a Voting Trust
created by a Voting Trust Agreement entered into as of December 1, 1993
between MSA, on the one hand, and Melvin Simon, Herbert Simon and David
Simon, on the other hand, Melvin Simon and Herbert Simon. Such
Statement, dated December 30, 1993, was previously amended by Amendment
No. 1, dated March 28, 1996.
ITEM 1. SECURITY AND ISSUER.
This Statement relates to shares of common stock, par value
$.0001 per share (the "Common Stock"), of Simon DeBartolo Group, Inc., a
Maryland corporation (formerly Simon Property Group, Inc.) (the
"Company"). The principal executive offices of the Company are located
at National City Center, 115 West Washington Street, Indianapolis, IN
46204.
ITEM 2. IDENTITY AND BACKGROUND.
The names and addresses of the persons filing this Schedule are
as follows:
Melvin Simon & Associates, Inc., an Indiana corporation, whose
address is National City Center, 115 West Washington Street,
Indianapolis, IN 46204 and which is engaged in the business of
owning regional malls, community shopping centers and mixed-use
projects. MSA is owned by Melvin Simon and Herbert Simon;
Voting Trust, a voting trust organized pursuant to
Section 2-510 of the Corporations and Associations Article of
the Annotated Code of Maryland (the "Trust") and created
pursuant to a Voting Trust Agreement (the "Trust Agreement")
entered into as of December 1, 1993, between MSA, on the one
hand, and Melvin Simon, Herbert Simon and David Simon
(collectively, the "Simons"), on the other hand, whose address
is National City Center, 115 West Washington Street,
Indianapolis, IN 46204 and which is engaged in the business of
voting the Class B Common Stock, par value $.0001 per share
(the "Class B Stock"), of the Company;
Melvin Simon, whose business address is National City Center,
115 West Washington Street, Indianapolis, IN 46204, and whose
principal occupation is Co-Chairman of the Board of Directors
of the Company; and
<PAGE>
7
Herbert Simon, whose business address is National City Center,
115 West Washington Street, Indianapolis, IN 46204, and whose
principal occupation is Co-Chairman of the Company.
The Class B Stock can be converted into Common Stock on a one-
for-one basis at the option of the holder at any time. All of the issued
and outstanding Class B Stock of the Company is owned by MSA. All of the
issued and outstanding common stock of MSA is owned by Melvin Simon and
Herbert Simon.
None of MSA, the Trust, Melvin Simon or Herbert Simon has,
during the last five years, been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of which such entity or person was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Melvin Simon and Herbert Simon are citizens of the United
States.
Certain information concerning the executive officers and
directors of MSA is set forth on Annex I hereto and is incorporated by
reference herein. Certain information concerning the voting trustees of
the Trust is set forth on Annex II hereto and is incorporated by reference
herein.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Company, Melvin Simon and Herbert Simon formed M.S.
Management Associates, Inc., a Delaware corporation (the "New Management
Company"). At the time of the Company's initial public offering, the
Company contributed $19.5 million in cash from the proceeds of the
offering to the New Management Company in exchange for participating
preferred stock and 80% of the outstanding common stock (which included
5% of the outstanding voting common stock of the New Management Company).
Melvin Simon, Herbert Simon, and David Simon contributed $500,000 to the
New Management Company in exchange for 20% of the outstanding common
stock (which included 95% of the outstanding voting common stock of the
New Management Company).
The New Management Company acquired all of the stock of M.S.
Management Associates (Indiana), Inc., an Indiana corporation, and Simon
MOA Management Company, Inc., an Indiana corporation, from MSA, together
with other assets in exchange for $16 million in cash and a $22 million
note payable by the New Management Company (the "$22 Million Note").
MSA, which is wholly owned and controlled by Melvin Simon and
Herbert Simon, acquired 3,200,000 shares of Class B Common Stock from the
Company in exchange for $16 million in cash, the $22 Million Note and
management
<PAGE>
8
contracts relating to certain properties wholly owned by the
Company and its affiliates.
On March 28, 1996, the Company, DeBartolo Realty Corporation,
an Ohio corporation ("DeBartolo"), and Day Acquisition Corp. ("Day"), an
Ohio corporation which was a wholly-owned subsidiary of the Company,
entered into an Agreement and Plan of Merger dated as of March 26, 1996
(the "Merger Agreement"). A copy of the Merger Agreement is attached
hereto as Exhibit 8 and is incorporated by reference herein.
On August 7, 1996, stockholders of the Company approved the
Merger Agreement and authorized the Merger (as defined below). On
August 9, 1996, pursuant to the terms of the Merger Agreement, Day was
merged with and into DeBartolo and DeBartolo, the surviving corporation
(renamed SD Property Group, Inc.), became 99.99% owned by the Company
(the "Merger"). Each issued and outstanding share of common stock, par
value $.01 per share, of DeBartolo ("DeBartolo Common Stock"), other than
certain shares canceled in accordance with the Merger Agreement, was
converted into the right to receive from the Company sixty-eight one
hundredths (0.68) of a fully-paid and nonassessable share of Common
Stock. The shares of Common Stock so issued will be newly-issued shares.
The Company will make cash payments in lieu of issuing fractional shares
of Common Stock. The transaction is intended to be a tax-free
reorganization under the provisions of Section 368(a) of the Internal
Revenue Code of 1986, as amended.
ITEM 4. PURPOSE OF TRANSACTION.
The ownership of securities reported herein results from a
series of transactions undertaken in connection with the formation of the
Company, the public offering of Common Stock and the Merger.
The Company was formed to acquire the shopping center business
of Melvin Simon and Herbert Simon and certain of their affiliates and
their interests in most of the existing properties contained in their
retail and mixed-use property portfolio, their interests in certain
centers then under construction, their interests in certain land
held for development and a substantial interest in their affiliated
management company. Each of the reporting persons intends to hold
interests in the Company for investment purposes.
The holders of the Class B Stock are initially entitled to
elect four of the members of the Board of Directors of the Company. As a
result of the transactions described in Item 3, MSA now holds all of the
Class B Stock. Through the Trust Agreement entered into by MSA, Melvin
Simon, Herbert Simon and David Simon, the Simons have the ability to vote
the Class B Stock.
On March 28, 1996, in connection with the Merger Agreement
described in Item 3, the Company, DeBartolo, the persons listed on
Exhibit 9 attached
<PAGE>
9
hereto (the "Simon Principals"), and the persons
listed on Exhibit 10 attached hereto (the "DeBartolo Principals") entered
into a Stockholders Agreement dated as of March 26, 1996 (the
"Stockholders Agreement"). The Stockholders Agreement is attached hereto
as Exhibit 11 and is incorporated by reference herein.
Except as set forth herein, MSA, the Trust, Melvin Simon,
Herbert Simon and, to the knowledge of any of the foregoing, any of the
persons named on Annex I and Annex II, have no intention, plan or
proposal with respect to paragraphs (a) through (j):
(a) The acquisition by any person of additional securities of
the issuer, or the disposition of securities of the
issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any
of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
issuer or any of its subsidiaries;
(d) Any change in the present Board of Directors or management
of the issuer, including any plans or proposals to change
the number or term of directors or to fill any existing
vacancies on the Board;
(e) Any material change in the present capitalization or
dividend policy of the issuer;
(f) Any other material change in the issuer's business or
corporate structure, including but not limited to, if the
issuer is a registered closed-end investment company, any
plans or proposals to make any changes in its investment
policy for which a vote is required by Section 13 of the
Investment Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede
the acquisition of control of the issuer by any person;
(h) Causing a class of securities of the issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation
system of a registered national securities association;
<PAGE>
10
(i) A class of equity securities of the issuer becoming
eligible for termination of registration pursuant to
Section 12(g) (4) of the Securities Exchange Act of 1934;
or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
I. MSA
Number of PERCENTAGE{*}
SHARES
(a) Aggregate Number of Shares of 13,969,094{i} 13.93%
Common Stock Owned
(b) 1. Sole power to vote or to
direct the vote --
2. Shared power to vote or 10,769,094
to direct the vote
3. Sole power to dispose 10,769,094
or to direct the
disposition
- -------------------
*. At August 27, 1996 there were 93,245,854 shares of Common Stock, 3,200,000
shares of Class B Common Stock, 4,000 shares of Class C Common Stock and
4,000,000 shares of Series A Preferred Stock ("Preferred Stock", each
carrying 0.9523809 of a vote per share) outstanding. For the purpose of
calculating the percentage of voting power of each of the Reporting
Persons, because each share of Preferred Stock carries 0.9523809 of a
vote, the 4,000,000 shares of Preferred Stock outstanding are considered
as 3,809,523.6 shares of voting stock. The percentages in this column assume
that all options exercisable within 60 days and all units of partnership
interest in Simon-DeBartolo Group, L.P. ("Units") held by such person are
exercised or exchanged for shares of Common Stock, but do not give effect
to the exercise of options or exchange of Units by other persons. In
connection with the Merger, and pursuant to a Contribution Agreement
substantially in the form of Exhibit 15 hereto, the Reporting Persons
contributed all of their units in Simon Property Group, L.P. in exchange
for an equal number of Units.
i. Includes 3,200,000 shares of Common Stock issuable upon conversion of Class
B Stock. As described in Items 2 and 4 above, by virtue of the Trust
Agreement, such shares of Class B Stock are held until December 20, 2003,
by a voting trust obligated to elect Melvin Simon, Herbert Simon and David
Simon as directors of the Company. MSA is entitled to receive all proceeds
from the sale of and all dividends from the Class B Stock, except all
dividends paid in Class B Stock shall be subject to the provisions of the
Trust. Upon the occurence of such events, such shares of Class B Stock will
convert automatically into shares of Common Stock.
<PAGE>
11
4. Shared power to dispose of
or to direct the
disposition 3,200,000
(c) Items 3 and 4 of this Statement, as amended, are hereby incorporated by
reference.
(d) MSA is entitled to receive all proceeds from the sale of and all
dividends from the Class B Stock, but all dividends paid in Class B Stock
are subject to the provisions of the Trust.
(e) Not applicable.
II. MELVIN SIMON
Number of PERCENTAGE {*}
SHARES
(a) Aggregate Number of Shares
of Common Stock Owned 6,735,227{ii} 6.30%
(b) 1. Sole power to vote or
to direct the vote --
2. Shared power to vote or
to direct the vote 6,735,227
3. Sole power to dispose
or to direct the
disposition 6,735,227
4. Shared power to dispose
of or to direct the
disposition --
(c) Items 3 and 4 of this Statement, as amended, are hereby incorporated by
reference.
(d) MSA is entitled to receive all proceeds from the sale of and all
dividends from the Class B Stock, except all dividends paid in Class B
Stock shall be subject to the provisions of the Trust.
(e) Not applicable.
- -----------------------
ii. Includes 6,697,817 Units (323,704 of which are held by SFG Company,
L.L.C.). Does not include Class B Stock and Units owned by MSA (which is
69% owned by Melvin Simon). The Units may be exchangeable, in certain
circumstances, for an equal number of shares of Common Stock.
<PAGE>
12
III. HERBERT SIMON
NUMBER OF
SHARES PERCENTAGE (*)
(a) Aggregate Number of Shares of Common
Stock Owned 5,289,077{iii} 5.01%
(b) 1. Sole power to vote or to direct
the vote --
2. Shared power to 5,289,077
vote or to direct the vote
3. Sole power to dispose 5,289,077
or to direct the
disposition
4. Shared power to --
dispose of or to
direct the disposition
(c) Items 3 and 4 of this Statement, as amended, are hereby incorporated by
reference.
(d) MSA is entitled to receive all proceeds from the sale of and all
dividends from the Class B Stock, but all dividends paid in Class B
Stock are subject to the provisions of the Trust.
(e) Not applicable.
- ------------------------
iii. Includes 5,245,476 Units (66,062 of which are held by SFG Company,
L.L.C.). Does not include shares of Class B Stock and Units owned by MSA
(which is 31% owned by Herbert Simon). The Units may be exchangeable, in
certain circumstances, for an equal number of shares of Common Stock.
<PAGE>
13
IV. TRUST
Number of PERCENTAGE{*}
SHARES
(a) Aggregate Number of Shares of Common
Stock Owned 3,200,000 3.19%
(b) 1. Sole power to vote or to direct
the vote --
2. Shared power to 3,200,000
vote or to direct the vote
3. Sole power to dispose --
or to direct the
disposition
4. Shared power to 3,200,000
dispose of or to
direct the disposition
(c) Items 3 and 4 of this Statement, as amended, are hereby
incorporated by reference.
(d) MSA is entitled to receive all proceeds from the sale of and all dividends
from the Class B Stock, but all dividends paid in Class B Stock are
subject to the provisions of the Trust.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
VOTING TRUST AGREEMENT
Pursuant to the Trust Agreement, MSA has delivered the power to
vote the Class B Stock to the voting trustees (Melvin Simon, Herbert
Simon and David Simon). All of the Class B Stock has been deposited
with, and is to be held by and in the name of, the voting trustees until
the earliest of (a) December 1, 2003, (b) the death, disability or
resignation as voting trustee of the last of Melvin Simon, Herbert Simon,
David Simon and all successor voting trustees named under the terms of
the Trust Agreement or (c) the agreement of all the voting trustees then
serving.
The Trust Agreement provides that the voting trustees entitled
to vote may vote the Class B Stock at all events where the vote or
consent of the Class B
<PAGE>
14
Stock is required, sought or permitted, including
the election of voting trustees; provided that the voting trustees
observe the limitations contained in the Trust Agreement. MSA, as holder
of the voting trust certificates, will receive distributions with respect
to the Class B Stock, except that distributions made in Class B Stock
will be held under and be subject to the Trust Agreement.
SUBSCRIPTION/CONTRIBUTION AGREEMENT
The Subscription/Contribution Agreement, dated as of
December 1, 1993, between the Company and MSA provided for 3,200,000
shares of the Class B Stock to be delivered to MSA from the Company in
exchange for $16 million in cash, the $22 Million Note and management
contracts relating to certain properties wholly owned by the Company and
its affiliates.
CLASS B STOCK
The holders of the Class B Stock are now entitled to elect four
of the thirteen members of the Board of Directors. At such time as
Melvin Simon, Herbert Simon, certain affiliates and family members or
their trusts and estates sell or transfer to unaffiliated persons at
least 50% of their initial aggregate equity interest in the Company
(i.e., all Common Stock, Class B Stock and Units), through their
ownership of Class B Stock, the Simons (as voting trustees) will be
entitled to elect only two of the thirteen members of the Board of
Directors. If the aggregate equity interest of Melvin Simon, Herbert
Simon, certain affiliates and family members and their trusts and estates
in the Company drops below 5%, the outstanding shares of Class B stock
convert automatically into an equal number of shares of Common Stock and
the Simons will no longer be entitled to elect directly members of the
Board of Directors. Shares of Class B Stock also convert automatically
into an equal number of shares of common stock upon the sale or transfer
thereof to a person not affiliated with Melvin Simon, Herbert Simon,
certain affiliates and family members and their trusts and estates.
LOCK-UP AND REGISTRATION RIGHTS AGREEMENTS
In connection with the Company's initial public offering, MSA
agreed to retain ownership of sufficient equity interests to satisfy
certain indemnification obligations of MSA. In addition, the Amended and
Restated Agreement of Limited Partnership of Simon-DeBartolo Group, L.P.
restricts the transfer of Units by the holders thereof, including MSA,
Melvin Simon, Herbert Simon, David Simon and the other executive officers
of MSA who hold Units.
As of August 9, 1996, MSA, Melvin Simon and Herbert Simon, both
as Voting Trustees and in their individual capacities, are parties to a
new Registration Rights Agreement, substantially in the form of
Exhibit 14 attached hereto and incorporated by reference herein, granting
certain persons certain registration rights as described therein.
<PAGE>
15
Except as described in this Statement, including any amendments
thereto, none of the persons named in Item 2 is a party to any contracts,
arrangements, understandings or relationships (legal or otherwise) with
respect to any securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibits to this Statement have been previously filed.
EXHIBIT INDEX Sequentially NUMBERED
PAGE
1. Voting Trust Agreement, dated as of December 1,
1993, between MSA and Melvin Simon, Herbert Simon
and David Simon.
2. Subscription/Contribution Agreement, dated as of
December 1, 1993, between the Company and MSA.
3. Registration Rights Agreement, dated as of
December 1, 1993, by and among the Company, MSA,
Melvin Simon, Herbert Simon, David Simon, JCP
Realty, Inc., Brandywine Realty, Inc., Teachers'
Retirement System of the State of Illinois and
Homart San Antonio Investment Co.
4. Joint Filing Agreement.
5. Lock-Up Agreement, dated December 20, 1993, between
MSA and Simon Property Group, L.P.
6. Lock-Up Agreements, dated December 20, 1993,
between Merrill Lynch, Pierce, Fenner & Smith
Incorporated as representative of the several
United States and International Underwriters and
each of MSA, Melvin Simon, Herbert Simon and David
Simon.
7. Amended and Restated Agreement of Limited
Partnership of Simon Property Group, L.P.
8. Agreement and Plan of Merger dated as of March 26,
1996, among the Company, Day and DeBartolo.
<PAGE>
16
9. Simon Principals executing the Stockholders
Agreement dated as of March 26, 1996, among the
Company, DeBartolo, the Simon Principals and the
DeBartolo Principals.
10. DeBartolo Principals executing the Stockholders
Agreement dated as of March 26, 1996, among the
Company, DeBartolo, the Simon Principals and the
DeBartolo Principals.
11. Stockholders Agreement dated as of March 26, 1996,
among the Company, DeBartolo, the Simon Principals
and the DeBartolo Principals.
12. Schedule 1(a) to the Stockholders Agreement.
13. Irrevocable Proxy, dated as of March 26, 1996,
delivered by MSA and Melvin Simon, Herbert Simon
and David Simon, not individually but as Voting
Trustees under the Voting Trust.
14. Form of Registration Rights Agreement.
15. Form of Contribution Agreement.
<PAGE>
17
SIGNATURE
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
DATE: August 30, 1996
MELVIN SIMON & ASSOCIATES, INC.
By: /s/ Herbert Simon
---------------------------------
Name: Herbert Simon
Title: President
VOTING TRUST AGREEMENT entered into as
of December 1, 1993, between Melvin
Simon & Associates, Inc. and Melvin
Simon, Herbert Simon and David Simon
By: /s/ Melvin Simon
----------------------------------
Melvin Simon, as Voting Trustee and
in his individual capacity
By: /s/ Herbert Simon
---------------------------------
Herbert Simon, as Voting Trustee and
in his individual capacity
/s/ David Simon
By:----------------------------------
David Simon, as Voting Trustee
<PAGE>
SCHEDULE 13D
CUSIP NO. 8287810 10 4
ANNEX I
The following table sets forth the name, residence or business
address and present principal occupation or employment of each director
and executive officer of Melvin Simon & Associates, Inc. ("MSA"):
Name and Residence Present Principal
OR BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT
Melvin Simon Co-Chairman of the Company; Director of the
Simon DeBartolo Group, Inc. Company; Chairman of the Board of MSA
115 West Washington Street
Indianapolis, IN 46204
Herbert Simon Co-Chairman of the Company; Director of the
Simon DeBartolo Group, Inc. Company; Chief Executive Officer and
115 West Washington Street President of MSA
Indianapolis, IN 46204
David Simon Chief Executive Officer and Director of the
Simon DeBartolo Group, Inc. Company; Executive Vice President, Chief
115 West Washington Street Operating Officer and Chief Financial
Indianapolis, IN 46204 Officer of MSA
Randolph L. Foxworthy Executive Vice President of the Company;
Simon DeBartolo Group, Inc. Executive Vice President of MSA
115 West Washington Street
Indianapolis, IN 46204
William J. Garvey Executive Vice President of the Company;
Simon DeBartolo Group, Inc. Executive Vice President of MSA
115 West Washington Street
Indianapolis, IN 46204
James A. Napoli Executive Vice President of the Company;
Simon DeBartolo Group, Inc. Executive Vice President of MSA
115 West Washington Street
Indianapolis, IN 46204
John R. Neutzling Executive Vice President of MSA
Simon DeBartolo Group, Inc.
115 West Washington Street
Indianapolis, IN 46204
<PAGE>
2
James M. Barkley General Counsel and Secretary of the Company;
Simon DeBartolo Group, Inc. General Counsel and Secretary of MSA
115 West Washington Street
Indianapolis, IN 46204
Dennis L. Cavanagh Senior Vice President of MSA
Simon DeBartolo Group, Inc.
115 West Washington Street
Indianapolis, IN 46204
All of the above named individuals are citizens of the United States.
To the best of MSA's knowledge, none of the foregoing directors
or executive officers of MSA has, during the last five years, been
(i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of which
such individual was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation
with respect to such laws.
<PAGE>
ANNEX II
The following is a list of the voting trustees of the Trust:
Present Principal Occupation
NAME AND POSITION AND BUSINESS ADDRESS
Melvin Simon Co-Chairman of the Company;
(Voting Trustee) Director of the Company
Simon DeBartolo Group, Inc.
115 West Washington Street
Indianapolis, IN 46204
Herbert Simon Co-Chairman of the Company;
(Voting Trustee) Director of the Company
Simon DeBartolo Group, Inc.
115 West Washington Street
Indianapolis, IN 46204
David Simon Chief Executive Officer of the Company;
(Voting Trustee) Director of the Company
Simon DeBartolo Group, Inc.
115 West Washington Street
Indianapolis, IN 46204
All of the above named individuals are citizens of the United States.
None of the foregoing voting trustees of MSA has, during the
last five years, been (i) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of which such individual was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
