<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 1)
Simon Property Group, Inc.
(Name of Issuer)
Common Stock, par value $.0001 per share
(Title of Class of Securities)
828805101
(CUSIP Number)
Kim A. Rieck, Esq.
DeBartolo Realty Corporation
7655 Market Street
Youngstown, OH 44513
(330) 758-7292
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- with a copy to -
William N. Dye, Esq.
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022
(212) 821-8000
August 6, 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.)
<PAGE>2
SCHEDULE 13D
CUSIP No. 828805101
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DeBartolo Realty Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
7 SOLE VOTING POWER
None
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON WITH
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
None
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>3
SCHEDULE 13D
CUSIP No. 828805101
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kim A. Rieck
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
None
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON WITH
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
None
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>4
SCHEDULE 13D
CUSIP No. 828805101
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard S. Sokolov
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
None
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON WITH
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
None
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>5
SCHEDULE 13D
CUSIP NO. 828805101
This Amendment No. 1 constitutes the final amendment of the
Statement on Schedule 13D (the "Initial Statement") filed on April 8, 1996 on
behalf of DeBartolo Realty Corporation, Richard S. Sokolov and Kim A. Rieck,
relating to the common stock, par value $.0001 per share (the "Common Stock"),
of Simon Property Group, Inc., a Maryland corporation ("SPG"). Pursuant to
Rule 13d-2(c), attached hereto as Attachment I is the full text of the Initial
Statement, which was filed in paper format.
Item 1. Security and Issuer.
No amendment to Item 1.
Item 2. Identity and Background.
No amendment to Item 2.
Item 3. Source and Amount of Funds or Other Consideration.
No amendment to Item 3.
Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following:
At the special and annual meetings of stockholders held on
August 7, 1996, the stockholders of SPG voted upon and (i) adopted the Merger
Agreement; (ii) approved amended and restated Articles of Incorporation
and By-Laws of SPG and (iii) expanded the Board of Directors of SPG to
thirteen, all as more fully provided in Item 4 above. Accordingly, because the
terms of the Simon Proxy have been satisfied, the Simon Proxy is no longer in
force with respect to future votes and the Reporting Persons therefore no
longer have shared voting power with respect to the Common Stock of SPG
covered by Simon Proxy.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended to add the following:
The Reporting Persons no longer hold shared voting power with
respect to the Common Stock covered by the Simon Proxy.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
No amendment to Item 6.
Item 7. Material to be Filed as Exhibits.
No amendment to Item 7.
<PAGE>6
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.
DEBARTOLO REALTY CORPORATION
RICHARD S. SOKOLOV
KIM A. RIECK, individually and as attorney-in-fact
for DeBartolo Realty Corporation and Richard S.
Sokolov
By:/s/ KIM A.RIECK
Name: Kim A. Rieck
Title: Senior Vice President, General
Counsel and Corporate Secretary
<PAGE>1
ATTACHMENT 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Simon Property Group, Inc.
_______________________________________________________________________________
(Name of Issuer)
Common Stock, par value $.0001 per share
_______________________________________________________________________________
(Title of Class of Securities)
828805101
(CUSIP Number)
Kim A. Rieck, Esq.
DeBartolo Realty Corporation
7655 Market Street
Youngstown, OH 44513
(330) 758-7292
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
- with a copy to -
William N. Dye, Esq.
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022
(212) 821-8217
March 28, 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 |X|. (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.)
Page 1 of ______
Exhibit Index Appears on Page ______
<PAGE>2
SCHEDULE 13D
- ----------------------------- -----------------------------------------
CUSIP No. 828805101 Page 2 of Pages
-------- ------
- ----------------------------- -----------------------------------------
- ----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DeBartolo Realty Corporation
- ----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
- ----------- --------------------------------------------------------------------
3 SEC USE ONLY
- ----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- ----------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
- ----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
- --------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
None
NUMBER OF
--------- ------------------------------------------------
SHARES BENEFICIALLY 8 SHARED VOTING POWER
14,656,352
--------- ------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
--------- ------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
None
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
14,656,352
- ----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.3%
- ----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- ----------- --------------------------------------------------------------------
<PAGE>3
SCHEDULE 13D
- --------------------------- --------------------------------------
CUSIP No. 828805101 Page 3 of Pages
--------- -------- ---------
- --------------------------- --------------------------------------
- ----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kim A. Rieck
- ----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
- ----------- --------------------------------------------------------------------
3 SEC USE ONLY
- ----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- ----------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
- ----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
None
NUMBER OF
--------- ------------------------------------------------
SHARES BENEFICIALLY 8 SHARED VOTING POWER
14,656,352
--------- ------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
--------- ------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
None
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
14,656,352
- ----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.3%
- ----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ----------- --------------------------------------------------------------------
<PAGE>4
SCHEDULE 13D
- ------------------------------- ------------------------------------
CUSIP No. 828805101 Page 4 of Pages
-------- -------
- ------------------------------- ------------------------------------
- ----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard S. Sokolov
- ----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
- ----------- --------------------------------------------------------------------
3 SEC USE ONLY
- ----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- ----------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
- ----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
None
NUMBER OF
--------- ------------------------------------------------
SHARES BENEFICIALLY 8 SHARED VOTING POWER
14,656,352
--------- ------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
--------- ------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
None
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
14,656,352
- ----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.3%
- ----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ----------- --------------------------------------------------------------------
<PAGE>5
SCHEDULE 13D
CUSIP NO. 828805101
This joint statement constitutes a Statement on Schedule 13D filed on
behalf of DeBartolo Realty Corporation, Richard S. Sokolov and Kim A. Rieck,
relating to the Common Stock (as defined below), of Simon Property Group, Inc.
Item 1. Security and Issuer.
This Statement relates to the Common Stock, par value $.0001 per share
(the "Common Stock") of Simon Property Group, Inc., a Delaware corporation
("SPG). The principal executive offices of the Company are located at Merchants
Plaza, 115 West Washington Street, Indianapolis, IN 46204.
Item 2. Identity and Background.
This statement is being filed by DeBartolo Realty Corporation, an Ohio
corporation ("DRC"), Richard S. Sokolov and Kim A. Rieck. DRC, Mr. Sokolov and
Mr. Rieck are hereinafter collectively referred to as the "Reporting Persons."
The address of the principal business and principal office of DRC and
the business address of each of Mr. Sokolov and Mr. Rieck is 7655 Market Street,
Youngstown, Ohio 44513.
DRC is a self-administered and self-managed real estate investment
trust that is engaged in the business of owning, developing, managing and
leasing regional malls and community shopping centers. Mr. Sokolov's present
principal occupation is to serve as President and Chief Executive Officer of
DRC. Mr. Sokolov is also a Director of DRC. Mr. Rieck's present principal
occupation is to serve as Senior Vice President, General Counsel and Corporate
Secretary of DRC.
None of DRC, Mr. Sokolov or Mr. Rieck 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 such proceeding
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>6
Each of Mr. Sokolov and Mr. Rieck is a citizen of the United States of
America.
Certain information concerning the executive officers and directors of
DRC is set forth on Annex A.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
No separate funds or other consideration were paid or given for the
beneficial ownership which is the subject of this Schedule 13D.
On March 28, 1996, DRC, SPG, and Day Acquisition Corp. ("Day"), a
wholly owned subsidiary of SPG, 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 A and is incorporated by reference
herein. In connection with the execution and delivery of the Merger Agreement,
the Simon Proxy described in Item 4 below was granted to Mr. Sokolov and Mr.
Rieck, in their capacities as executive officers and representatives of DRC.
Item 4. Purpose of Transaction.
-----------------------
Items 4(a), (b), (e) and (f). Upon the terms and subject to the
conditions of the Merger Agreement, Day will be merged with and into DRC, DRC
will be the surviving corporation and DRC will become wholly owned by SPG (the
"Merger"). Pursuant to the Merger Agreement, each issued and outstanding share
of common stock, par value $.01 per share, of DRC (the "DRC Common Stock"),
other than shares as to which dissenters' rights have been validly exercised and
certain shares to be canceled in accordance with the Merger Agreement, will be
converted into the right to receive from SPG sixty-eight one-hundredths (0.68)
of a newly-issued, fully-paid and nonassessable share of Common Stock. The
consummation of the Merger requires the affirmative vote of both the holders of
the outstanding Common Stock and the holders of the outstanding DRC Common
Stock. The transaction is intended to be a reorganization under the provisions
of Section 368(a) of the Internal Revenue Code of 1986, as amended.
On March 28, 1996, in connection with the Merger Agreement, SPG, DRC,
the persons listed on Exhibit B attached hereto (the "Parent Principals"), and
the persons listed on Exhibit C attached hereto (the "Company Principals")
entered into a Stockholders Agreement, dated as of March 26, 1996 (the
"Stockholders Agreement"). The Stockholders Agreement, attached hereto as
Exhibit D and incorporated herein by this reference,
<PAGE>7
provides for, among other things, agreements by the Parent Principals to vote
all voting securities of SPG from time to time held by them, including Common
Stock and Class B Common Stock, par value $.0001 per share, of SPG (the "Class B
Stock")and the Company Principals to vote their shares of DRC Common Stock to
approve (among other things) the Merger at the Parent Shareholders Meeting and
the Company Shareholders Meeting (as such terms are defined in the Merger
Agreement), respectively.
Items 4(d) and (g). In connection with the execution and delivery of
the Merger Agreement, on March 28, 1996, Melvin Simon & Associates, Inc., an
Indiana corporation ("MSA") and a Voting Trust created by a Voting Trust
Agreement entered into as of December 1, 1993 (together with MSA, the "Proxy
Grantors"), between MSA, on the one hand, and Melvin Simon, Herbert Simon and
David Simon, on the other hand, granted to Mr. Sokolov and Mr. Rieck an
irrevocable proxy dated as of March 26, 1996 (the "Simon Proxy"), attached
hereto as Exhibit E and incorporated by reference herein, to vote all voting
securities from time to time held by the Proxy Grantors (as described in Item 5
below): (i) to approve the Merger and the transactions contemplated thereby and
the issuance of Common Stock pursuant thereto, (ii) to vote against (A) approval
of any proposal made in opposition to or in competition with the Merger and the
other transactions contemplated by the Merger Agreement, (B) any merger,
consolidation, sale of assets, business combination, share exchange,
reorganization or recapitalization of SPG or any of its subsidiaries, with or
involving any party other than DRC or one of its affiliates, (C) any liquidation
or winding up of SPG, (D) any extraordinary dividend by SPG other than as
provided in the Merger Agreement, and (E) any other action that would impede,
interfere with, postpone or attempt to discourage the Merger or other
transactions contemplated by the Merger Agreement or result in a breach of any
of the covenants, representations, warranties or other obligations or agreements
of SPG under the Merger Agreement, (iii) to amend the Articles of Incorporation
and By-Laws of SPG effective as of the effective time of the Merger, (iv) to
elect to the Board of Directors of SPG (A) the persons set forth on Exhibit F
hereto, which is incorporated by reference herein, and (B) in the event that the
amendment to the Articles of Incorporation as set forth in (iii) above is not
approved, the persons described in Sections 1(c) and (d) of the Stockholders
Agreement, to constitute the Board of Directors of SPG, effective as of such
effective time, and (v) to authorize and approve such other acts, documents and
transactions as may be contemplated by, or reasonably necessary or desirable in
order to give effect to, the consummation of the transactions contemplated by
the Merger Agreement.
<PAGE>8
The Stockholders Agreement provides for certain other obligations
among SPG, the Parent Principals and the Company Principals, including, among
other things, an agreement by the Parent Principals to vote or cause to be voted
all of their Common Stock or Class B Stock (i) to approve the Merger and the
issuance of Common Stock in connection therewith, (ii) to amend the Articles of
Incorporation and By-Laws of SPG effective as of the effective time of the
Merger (iii) to approve the election to the Board of Directors of SPG of the
persons set forth on Schedule 1(a) to the Stockholders Agreement, a copy of
which Schedule is attached hereto as Exhibit F and is incorporated by reference
herein, to constitute the Board of Directors of SPG, effective as of such
effective time, and (iv) to authorize and approve such other acts, documents and
transactions as may be contemplated by, or reasonably necessary or desirable in
order to give effect to the consummation of the transactions contemplated by,
the Merger Agreement. In the event such proposed amendments to the Articles of
Incorporation and By-Laws of SPG (and consequently the election of the specified
nominees to SPG's Board of Directors) referred to above are not adopted because
of the failure to obtain the requisite 80% stockholder approval at the Parent
Special Meeting and if the Merger is consummated in accordance with the Merger
Agreement, then, among other things, SPG and the Parent Principals shall, until
such time as such proposed amendments are adopted, take specified steps intended
to result in the election of two representatives of the Company Principals to
the SPG Board of Directors and SPG shall obtain the resignations of four
directors (as described in Section 1(c) of the Stockholders Agreement).
Except as set forth herein or in the Merger Agreement, none of the
Reporting Persons have any present plans or proposals that would result in any
of the events specified in Items 4(c), (h), (i) or (j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
The Simon Proxy was solicited on behalf of DRC and is held by Mr.
Sokolov and Mr. Rieck in their capacities as officers of DRC. In accordance with
the terms of the Stockholders Agreement, the Reporting Persons may be viewed as
sharing the right to vote all of the voting securities held from time to time by
the Proxy Grantors for the purposes described in Item 4 above. The Proxy
Grantors held, as of March 26, 1996, 15.2669751% of the outstanding equity
interests of SPG, consisting of:
(i) 3,200,000 shares of SPG's Class B Stock, which (A)
are entitled to vote separately as a class the
election of four Directors of SPG, (B) are
<PAGE>9
entitled to vote together with the Common Stock
on all other matters, and (C) are convertible
on a one-for-one basis into Common Stock at the
election of the holders thereof; and
(ii) units of limited partnership interests (the
"Units"), in Simon Property Group, L.P., a
Delaware Limited Partnership (the "Simon OP")
which are currently convertible on a one-for-one
basis into shares of the Common Stock (or, if the
Company so elects, cash at the then market value
of the Common Stock).
Mr. Sokolov and Mr. Rieck hold their shared voting power solely as the
result of holding the Simon Proxy in their capacities as executive officers and
representatives of DRC.
The outstanding Units of the Simon OP not owned by SPG are convertible
on a one-for-one basis into shares of Common Stock (subject to the option of SPG
to exchange such Units for cash equal to the then applicable market value of per
share of the Common Stock times the number of Units sought to be exchanged).
According to the Merger Agreement, SPG had outstanding, as of March 26, 1996,
55,360,225 shares of Common Stock and 3,200,000 shares of Class B Stock,
representing a like number of Simon OP Units held by SPG. Such Units constituted
61% of the aggregate outstanding number of Units of the Simon OP at such date.
Based on the numbers of outstanding Common Stock, Class B Stock and Units, the
Reporting Persons have calculated that the outstanding number of Units of the
Simon OP as of such date was 96,000,369. Based on the total number of
Outstanding Units, the 15.2667951% interest of the Proxy Guarantors (including
the 3,200,000 shares of Class B Stock), the Reporting Persons have calculated,
is convertible into 14,656,352 shares of Common Stock, or approximately 15.3% of
the total numbers of shares of Common Stock outstanding (after giving effect to
such conversions and assuming all other outstanding Units of the Simon OP not
held by SPG are converted or exchanged for Common Stock). In the aggregate, all
of the Parent Principals hold 35.5% of the outstanding Units of the Simon OP,
which are convertible into 34,080,131 shares of Common Stock or 35.5% of the
total number of shares of Common Stock outstanding. Such exchange will result in
varying percentages from time to time depending on the number of shares of
Common Stock, the number of Units and the number of terms of other securities of
SPG or the Simon OP from time to time. The Reporting Persons have calculated the
figures set forth herein based on information contained in the Merger Agreement
and the Stockholders Agreement solely for determining the appropriate number of
shares of Common stock that may become subject to the
<PAGE>10
Simon Proxy and the Stockholders Agreement. In addition, the Reporting Persons
are not aware of any intent by the Parent Principals to convert any Units into
Common Stock. If no such Units were converted, only the vote of the 3,200,000
shares, or 3.3% of the total outstanding shares of Common Stock and Class B
Stock would be subject to the terms of the Stockholders Agreement and the Simon
Proxy.
Except as described in this Statement on Schedule 13D, in the Merger
Agreement or in the Stockholders Agreement, none of the Reporting Persons have
engaged in any transaction involving the securities covered by this Statement on
Schedule 13D or any securities convertible within 60 days to such securities
within the sixty-day period immediately preceding the date of this Schedule 13D.
DRC, Mr. Sokolov and Mr. Rieck each hereby expressly disclaims
beneficial ownership of the securities of SPG described above and covered by
this Statement on Schedule 13D. Pursuant to Rule 13d-4 promulgated under the
Act, the filing of this statement on Schedule 13D shall not be construed as an
admission by any Reporting Person that such person is, for purpose of Section
13(d) or 13(g) of the Act, the beneficial owner of the securities covered by
this statement on Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
-------------------------------------------------------------
The information set forth in Item 4 above, including the Exhibits
incorporated therein by reference, is incorporated herein by reference.
Pursuant to Rule 13d-1(f) promulgated under the Act, the Reporting
Persons have entered into an agreement with respect to the joint filing of this
statement, and any amendment or amendments hereto, which is attached hereto as
Exhibit G and is incorporated herein by this reference.
Except as described above and in Items 3 and 4 herein, there are no
contracts, arrangements, understandings or relationships among the persons named
in Item 2 or between such persons and any other person with respect to any
securities of SPG.
<PAGE>11
Item 7. Material to be Filed as Exhibits.
----------------------------------
A. Agreement and Plan of Merger dated
as of March 26, 1996, among SPG,
Day and DRC.
B. Parent Principals Executing the
Stockholders Agreement dated as of
March 26, 1996 among SPG, DRC, the
Parent Principals and the Company
Principals.
C. Company Principals Executing the
Stockholders Agreement dated as of
March 26, 1996 among SPG, DRC, the
Parent Principals and the Company
Principals.
D. Stockholders Agreement dated as of
March 26, 1996 among SPG, DRC, the
Parent Principals and the Company
Principals.
E. Simon Proxy Granted by the Proxy
Guarantors to DRC.
F. Schedule 1(a) to the Stockholders
Agreement.
G. Joint Filing Agreement and Power of
Attorney By and Among DRC, Richard
S. Sokolov and Kim A. Rieck.
<PAGE>12
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.
RICHARD S. SOKOLOV
By: /s/ Richard S. Sokolov
__________________________________
KIM A. RIECK
By: /s/ Kim Rieck
__________________________________
DEBARTOLO REALTY CORPORATION
By: /s/ Kim Rieck
_______________________________
Name: Kim Rieck
Title: Senior Vice President,
General Counsel and Corporate
Secretary
<PAGE>13
ANNEX A
-------
The following table sets forth the name, and for those reporting
persons not described in Item 2 of this Schedule 13D, the residence or business
address and present principal occupation or employment of each director and
executive officer of DeBartolo Realty Corporation ("DRC").
Name and Business or Present Principal
Residence Address Occupation or Employment
- ------------------------------------------------------------------------------
Edward J. DeBartolo, Jr. Chairman of the Board of DRC. President,
The Edward J. DeBartolo Corporation Chief Executive Officer and Director of
7620 Market Street The Edward J. DeBartolo Corporation
Youngstown, OH 44513 ("EJDC"); Chairman of the San Francisco
'49ers professional football team; and
Chairman and Chief Executive Officer of
DeBartolo Entertainment Inc.
M. Denise DeBartolo York Director of DRC. Chairman of the Boards
The Edward J. DeBartolo Corporation of EJDC and DeBartolo, Inc.
7620 Market Street
Youngstown, OH 44513
Richard S. Sokolov See Item 2.
See Item 2
James R. Giuliano, III Director of DRC. Senior Vice President,
DeBartolo Realty Corporation Chief Financial Officer and Treasurer of
7655 Market Street DRC.
Youngstown, OH 44513
William T. Dillard, Sr. Director of DRC. Chairman of the Board
Attn: Wes Cherry and Chief Executive Officer of Dillard
Dillard Dept. Stores, Inc. Department Stores, Inc.
1600 Cantrell Road
Little Rock, AR 72201
Rev. Theodore M. Hesburgh, CSC Director of DRC. President Emeritus of
University of Notre Dame the University of the Notre Dame
1315 Hesburgh Library (retired).
Notre Dame, IN 46556
Anthony W. Liberati
109 Grouse Lane Director of DRC. Former Executive Vice
Sewickly, PA 15143 President, Corporate Planning/Finance of
EJDC (retired).
<PAGE>14
G. William Miller Director of DRC. Chairman of the Board
G. William Miller & Assoc. and Chief Executive Officer of G.
1215 19th Street, N.W. William Miller & Co., Inc., a merchant
Washington, DC 20036 banking firm. Director of DRC. Founder
Fredrick W. Petri and Partner of Petrone, Petri & Company,
Petrone, Petri & Co. a real estate investment firm.
1825 S. Grant St., Ste. 630
San Mateo, CA 94402
Mark T. Gallogly Director of DRC. General Partner of
Blackstone Group Blackstone Group The Holdings L.P.;
345 Park Avenue, 31st Floor Inc.; Officer and Director of Blackstone Real
New York, NY 10154 Estate and General Partner in BJS
Capital Partners, L.P.
Philip J. Ward Director of DRC. Senior Managing
Cigna Investments, Inc. Director and Head of Real Estate
900 Cottage Grove Road Investments for CIGNA Investments, Inc.,
Hartford, CT 06152 a wholly owned subsidiary of CIGNA
Corporation.
F. Carl Dieterle, Jr. Senior Vice President of Property
DeBartolo Realty Corporation Management and Marketing of DRC.
7655 Market Street
Youngstown, OH 44513
Robert L. Ferguson Senior Vice President of Development of
DeBartolo Realty Corporation DRC.
7655 Market Street
Youngstown, OH 44513
Norman W. Peters Senior Vice President of Leasing of DRC.
DeBartolo Realty Corporation
7655 Market Street
Youngstown, OH 44513
Kim A. Rieck See Item 2.
See Item 2.
All of the above named individuals are citizens of the United States.
None of the foregoing directors or executive officers of DRC 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 such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
<PAGE>15
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
<PAGE>16
EXHIBIT INDEX
Exhibit Description Page Number
- ------- ----------- -----------
A. Agreement and Plan of Merger dated as of
March 26, 1996, among SPG, Day and DRC.
B. Parent Principals Executing the
Stockholders Agreement dated as of March
26, 1996 among SPG, DRC, the Parent
Principals and the Company Principals.
C. Company Principals Executing the
Stockholders Agreement dated as of March
26, 1996 among SPG, DRC, the Parent
Principals and the Company Principals.
D. Stockholders Agreement dated as of March
26, 1996 among SPG, DRC, the Parent
Principals and the Company Principals.
E. Simon Proxy Granted by the Proxy
Grantors to DRC.
F. Schedule 1(a) to the Stockholders
Agreement.
G. Joint Filing Agreement and Power of
Attorney By and Among DRC, Richard S.
Sokolov and Kim A. Rieck.
