UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
FINAL AMENDMENT*
DeBARTOLO REALTY CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
242733 10 3
(CUSIP Number)
SIMON DeBARTOLO GROUP, INC. With A Copy To:
National City Center PAUL, WEISS, RIFKIND, WHARTON & GARRISON
115 West Washington Street 1285 Avenue of the Americas
P.O. Box 7033, Suite 15 East New York, New York 10019-6064
Indianapolis, IN 46207 Attention: Edwin S. Maynard, Esq.
Attention: James M. Barkley, Esq. Tel: (212) 373-3024
Tel: (317) 636-1600 Fax: (212) 373-2870
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>
SCHEDULE 13D
CUSIP No. 242733 10 3 Page 2 of ____ Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Simon DeBartolo Group, 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
Maryland
7 SOLE VOTING POWER
None
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED N/A (see Item 5)
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON None
WITH 10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
N/A (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)
N/A (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>
SCHEDULE 13D
CUSIP No. 242733 10 3 Page 3 of ____ Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Penn Simon Corporation
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
None
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED N/A (see Item 5)
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON None
WITH 10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
N/A (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)
N/A (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>
SCHEDULE 13D
CUSIP No. 242733 10 3 Page 4 of ____ Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Naco Simon Corp.
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
None
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED N/A (see Item 5)
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON None
WITH 10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
N/A (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)
N/A (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>
SCHEDULE 13D
CUSIP No. 242733 10 3 Page 5 of ____ Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sandy Springs Properties, 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
None
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED N/A (see Item 5)
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON None
WITH 10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
N/A (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)
N/A (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>
SCHEDULE 13D
CUSIP No. 242733 10 3 Page 6 of ____ Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Simon Enterprises, 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
None
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED N/A (see Item 5)
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON None
WITH 10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
N/A (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)
N/A (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>
SCHEDULE 13D
CUSIP No. 242733 10 3 Page 7 of ____ Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
S.F.G. Company, L.L.C.
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
None
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED N/A (see Item 5)
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON None
WITH 10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
N/A (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)
N/A (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>
SCHEDULE 13D
CUSIP No. 242733 10 3 Page 8 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
None
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED N/A (see Item 5)
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON None
WITH 10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
N/A (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)
N/A (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>
SCHEDULE 13D
CUSIP No. 242733 10 3 Page 9 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
None
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED N/A (see Item 5)
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON None
WITH 10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
N/A (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)
N/A (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>
SCHEDULE 13D
CUSIP No. 242733 10 3 Page 10 of ____ Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Irwin Katz, as Successor Trustee under the Declaration of Trust and Trust
Agreement dated August 4, 1970
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
None
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED N/A (see Item 5)
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON None
WITH 10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
N/A (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)
N/A (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>
SCHEDULE 13D
CUSIP No. 242733 10 3 Page 11 of ____ Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Irwin Katz, as Trustee of the Melvin Simon Trust No. 1, the Melvin Simon
Trust No. 6, the Melvin Simon Trust No. 7 and the Herbert Simon Trust No. 3
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
None
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED N/A (see Item 5)
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON None
WITH 10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
N/A (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)
N/A (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>
SCHEDULE 13D
CUSIP No. 242733 10 3 Page 12 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
USA
7 SOLE VOTING POWER
None
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED N/A (see Item 5)
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON None
WITH 10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
N/A (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)
N/A (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
CUSIP No. 242733 10 3 Page 13 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
USA
7 SOLE VOTING POWER
None
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED N/A (see Item 5)
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON None
WITH 10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
N/A (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)
N/A (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
CUSIP No. 242733 10 3 Page 14 of ____ Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
U.S.A.
7 SOLE VOTING POWER
None
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED N/A (see Item 5)
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON None
WITH 10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
N/A (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)
N/A (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
CUSIP No. 242733 10 3 Page 15 of ____ Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Deborah J. 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
None
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED N/A (see Item 5)
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON None
WITH 10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
N/A (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)
N/A (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
CUSIP No. 242733 10 3 Page 16 of ____ Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cynthia Simon Skjodt
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
None
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED N/A (see Item 5)
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON None
WITH 10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
N/A (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)
N/A (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>
17
SCHEDULE 13D
(Amendment No. 1)
CUSIP NO. 242733 10 3
This Final Amendment 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 of the undersigned dated March 28,
1996.
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D relates to shares of common
stock, par value $0.01 per share (the "Common Stock"), of DeBartolo
Realty Corporation, an Ohio corporation ("DeBartolo").
The principal executive offices of DeBartolo were located at
7655 Market Street, Youngstown, Ohio 44513.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed by the following Reporting
Persons: Simon DeBartolo Group, Inc. (formerly Simon Property Group,
Inc.) ("SDG"), a Maryland corporation, Penn Simon Corporation, an Indiana
corporation, Naco Simon Corp., an Indiana corporation, Sandy Springs
Properties, Inc., an Indiana corporation, Simon Enterprises, Inc., an
Indiana corporation, S.F.G. Company, L.L.C., an Indiana limited liability
company, Melvin Simon & Associates, Inc., an Indiana corporation ("MSA"),
the Voting Trust formed pursuant to the Voting Trust Agreement entered
into as of December 1, 1993 between MSA and Melvin Simon, Herbert Simon
and David Simon and organized under the laws of Maryland (the "Simon
Voting Trust"), Irwin Katz as Successor Trustee under the Declaration of
Trust and Trust Agreement dated August 4, 1970 and organized under the
laws of Indiana, Irwin Katz as Trustee of the Melvin Simon Trust No. 1,
the Melvin Simon Trust No. 6, the Melvin Simon Trust No. 7 and the
Herbert Simon Trust No. 3, all of which are organized under the laws of
Indiana, Melvin Simon, Herbert Simon, David Simon, Deborah J. Simon, and
Cynthia Simon Skjodt.
The addresses and principal businesses of the Reporting Persons
are as follows:
SDG, a Maryland corporation, whose address is 115 West
Washington Street, Indianapolis, IN 46204, and which is engaged
in a full range of activities relating to the shopping center
business. Such activities include the ownership, operation,
management, leasing, expansion, acquisition, development and
redevelopment of shopping centers and
<PAGE>
18
other retail properties. SDG conducts its business through
Simon-DeBartolo Group, L.P. (the "OP"), a limited partnership in
which SDG, through a subsidiary, is the managing general partner;
Penn Simon Corporation, an Indiana corporation, whose address
is 115 West Washington Street, Indianapolis, IN 46204, and
which is engaged in the business of holding limited partnership
interests in the OP and holding a general partnership interest
in Penn Ross Joint Venture, which owns and manages Ross Park
Mall, which is located in Pittsburgh, Pennsylvania;
Naco Simon Corp., an Indiana corporation, whose address is 115
West Washington Street, Indianapolis, IN 46204, and which is
engaged in the business of holding limited partnership
interests in the OP;
Sandy Springs Properties, Inc., an Indiana corporation, whose
address is 115 West Washington Street, Indianapolis, IN 46204,
and which is engaged in the business of holding limited
partnership interests in the OP;
Simon Enterprises, Inc., an Indiana corporation, whose address
is 115 West Washington Street, Indianapolis, IN 46204, and
which is engaged in the business of holding limited partnership
interests in the OP and holding both a general and limited
partnership interest in Hurst Mall Company, which owns and
manages Northeast Mall, which is located in Hurst, Texas;
S.F.G. Company, L.L.C., an Indiana limited liability company,
whose address is 115 West Washington Street, Indianapolis, IN
46204, and which is engaged in the business of holding limited
partnership interests in the OP;
MSA, an Indiana corporation, whose address is 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;
Simon Voting Trust, a voting trust organized pursuant to
Section 2-510 of the Corporations and Associations Article of
the Annotated Code of Maryland 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 115 West
Washington Street, Indianapolis, IN 46204, and which is engaged
in the business of voting the Class B Common Stock, par value
of $.0001 per share (the "Simon Class B Stock"), of SDG;
<PAGE>
19
The Declaration of Trust and Trust Agreement dated August 4,
1970 and organized under the laws of Indiana, whose address is
115 West Washington Street, Indianapolis, IN 46204 and which
is engaged in the business of holding limited partnership
interests in the OP and holding both direct and indirect
interests in various partnerships which own and manage certain
shopping centers and other retail properties;
The Melvin Simon Trust No. 1, the Melvin Simon Trust No. 6, the
Melvin Simon Trust No. 7 and the Herbert Simon Trust No. 3,
each of which is organized under the laws of Indiana and whose
address is 115 West Washington Street, Indianapolis, IN 46204,
and which are engaged in the business of holding limited
partnership interests in the OP;
Melvin Simon, whose business address is 115 West Washington
Street, Indianapolis, IN 45204, and whose principal occupation
is Co-Chairman of the Board of Directors of SDG;
Herbert Simon, whose business address is 115 West Washington
Street, Indianapolis, IN 46204, and whose principal occupation
is Co-Chairman of the Board of Directors of SDG;
David Simon, whose business address is 115 West Washington
Street, Indianapolis, IN 46204, and whose principal occupation
is Chief Executive Officer of SDG;
Deborah J. Simon, whose business address is 115 West Washington
Street, Indianapolis, IN 46204, and whose principal occupation
is Senior Vice President of SDG; and
Cynthia Simon Skjodt, whose residence is located at 10081
Summerlakes Drive, Carmel, Indiana 46032, and whose principal
occupation is homemaker.
None of the Reporting Persons have 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 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, Herbert Simon, David Simon, Deborah J. Simon and
Cynthia Simon Skjodt are citizens of the United States.
<PAGE>
20
Certain information concerning the executive officers and
directors, or trustees, as the case may be, of certain of the Reporting
Persons is set forth in Exhibit A hereto and is incorporated by reference
herein.
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.
DeBartolo, SDG, and Day Acquisition Corp. ("Day"), a wholly-
owned subsidiary of SDG, entered on March 28, 1996 an Agreement and Plan
of Merger dated as of March 26, 1996 (the "Merger Agreement"). A copy of
the Merger Agreement, in connection with which the persons named in Item
2 entered into the Stockholders Agreement described in Item 4 below, is
attached hereto as Exhibit B and is incorporated by reference herein.
On August 6, 1996, stockholders of DeBartolo 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 was renamed SD Property Group, Inc.
and became 99.99% owned by SDG (the "Merger"). Each issued and
outstanding share of Common Stock, other than certain shares canceled in
accordance with the Merger Agreement, was converted into the right to
receive from SDG sixty-eight one hundredths (0.68) of a fully-paid and
nonassessable share of common stock, par value $.0001 per share, of SDG
("Simon Common Stock"). The shares of Simon Common Stock so issued will
be newly-issued shares. SDG will make cash payments in lieu of issuing
fractional shares of Simon 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.
In connection with the Merger Agreement described in Item 3,
SDG, DeBartolo, the persons listed on Exhibit C attached hereto (the
"Parent Principals"), and the persons listed on Exhibit D attached hereto
(the "Company Principals") entered on March 28, 1996 a Stockholders
Agreement dated as of March 26, 1996 (the "Stockholders Agreement"). The
Stockholders Agreement is attached hereto as Exhibit E and is
incorporated by reference herein.
In addition, in connection with the Merger Agreement, BJS
Capital Partners, L.P. ("BJS"), delivered to SDG, Melvin Simon, Herbert
Simon and David Simon on March 28, 1996 an irrevocable proxy dated as of
March 26, 1996, attached hereto as Exhibit G and incorporated by
reference herein, to vote its shares of Common Stock in favor of the
Merger and the approval and adoption of the Merger Agreement. Certain of
the Parent Principals delivered on March 28, 1996 to DeBartolo, Richard
S. Sokolov and Kim A. Rieck an irrevocable proxy dated as of
<PAGE>
21
March 26, 1996 to vote their shares of Simon Common Stock and Class B Common
Stock, par value $.0001 per share, of SDG ("Simon Class B Stock"), in favor of
the Merger and the approval and adoption of the Merger Agreement, which
proxy is attached hereto as Exhibit H and is incorporated by reference
herein.
Except as set forth herein or in the Merger Agreement, none of
the Reporting Persons have any present plans or proposals relating to or
which would result in: (a) the sale or transfer of a material amount of
assets of DeBartolo or any of its subsidiaries; (b) any material change
in the business of DeBartolo; or (c) any action similar to those
enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As a result of the Merger, (i) Day was merged with and into
DeBartolo, (ii) DeBartolo, the surviving corporation, was renamed SD
Property Group, Inc. ("SD Property") and (iii) SD Property became 99.99%
owned by SDG.
Also as a result of the Merger, the Common Stock is being
delisted from the New York Stock Exchange and will become eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended (the "Act"). A Form 15 has
been filed with the Securities and Exchange Commission requesting such
termination.
Except as described herein, in the Merger Agreement or in the
Stockholders Agreement, none of the Reporting Persons have engaged in any
transaction involving any securities issued by DeBartolo within the
sixty-day period immediately preceding the date of this Schedule 13D and
none of the Reporting Persons beneficially owns any securities issued by
DeBartolo.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Pursuant to the Merger Agreement: certain of the Reporting
Persons became parties to a new Registration Rights Agreement,
substantially in the form of Exhibit I attached hereto and incorporated
by reference herein, granting them certain registration rights as
described therein; and certain limited partners of Simon Property Group,
L.P., including certain Reporting Persons, are parties to a
Contribution Agreement substantially in the form of Exhibit J attached
hereto and incorporated by reference herein, providing for the
contribution by such limited partners of their interests therein in
exchange for limited partnership interests in Simon-DeBartolo Group,
L.P., a Delaware limited partnership, which became successor to
DeBartolo Realty Partnership, L.P., also a Delaware limited partnership.
<PAGE>
22
Except as described above and in Items 3 and 4 herein, none of
the Reporting Persons is a party to any contracts, arrangements,
understandings or relationships (legal or otherwise) with respect to any
securities of DeBartolo.
JOINT FILING AGREEMENT AND POWER OF ATTORNEY
The undersigned signatories of this statement on Schedule 13D
hereby agree that this statement is, and any amendments thereto filed by
any of them will be, filed on behalf of each of them. Each of them
hereby constitutes and appoints each of SDG, Melvin Simon, Herbert Simon
and David Simon, singly, as their true and lawful agent and attorney-in-
fact, with full power of substitution and resubstitution, to prepare,
execute and file any such amendments, and any other documents which any
such attorney-in-fact may consider advisable in connection with the
transactions described in this statement on Schedule 13D, on their
behalf, and hereby ratifies any such action by such agent and attorney-
in-fact.
<PAGE>
23
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT INDEX Sequentially
NUMBERED PAGE
A. Certain Information Concerning the Executive
Officers and Directors, or Trustees, as the case
may be, of certain Reporting Persons Named in Item
2.
B. Agreement and Plan of Merger dated as of March 26,
1996, among SDG, Day and DeBartolo.
C. Parent Principals executing the Stockholders
Agreement dated as of March 26, 1996, among SDG,
DeBartolo, the Parent Principals and the Company
Principals.
D. Company Principals executing the Stockholders
Agreement dated as of March 26, 1996, among SDG,
DeBartolo, the Parent Principals and the Company
Principals.
E. Stockholders Agreement dated as of March 26, 1996,
among SDG, DeBartolo, the Parent Principals and the
Company Principals.
F. Schedule 1(a) to the Stockholders Agreement.
G. Irrevocable Proxy delivered by BJS.
H. Irrevocable Proxy delivered by MSA and Melvin
Simon, Herbert Simon and David Simon, not
individually but as Voting Trustees under the Simon
Voting Trust.
I. Form of Registration Rights Agreement.
J. Form of Contribution Agreement.
K. Joint Filing Agreement and Power of Attorney
(included in Item 6 of Schedule 13D)
<PAGE>
24
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
DATE: August 30, 1996
*
_________________________________
MELVIN SIMON
*
_________________________________
HERBERT SIMON
*
_________________________________
DAVID SIMON
*
_________________________________
DEBORAH J. SIMON
*
_________________________________
CYNTHIA SIMON SKJODT
*
_________________________________
IRWIN KATZ, as Successor Trustee Under
Declaration of Trust and Trust Agreement
Dated August 4, 1970
<PAGE>
25
*
_________________________________
IRWIN KATZ, as Trustee of the
Melvin Simon Trust No. 1, the Melvin
Simon Trust No. 6, the Melvin Simon
Trust No. 7 and the Herbert Simon Trust
No. 3
MELVIN SIMON & ASSOCIATES, INC.
*
By:----------------------------
Name:_______________________
Title:______________________
PENN SIMON CORP.
*
By:-----------------------------
Name:______________________
Title:_____________________
NACO SIMON CORP.
By: *
-----------------------------
Name:______________________
Title:_____________________
SANDY SPRINGS PROPERTIES, INC.
By: *
-----------------------------
Name:______________________
Title:_____________________
<PAGE>
26
SIMON ENTERPRISES, INC.
By: *
----------------------------
Name:_____________________
Title:____________________
S.F.G. COMPANY, L.L.C.
By: MELVIN SIMON & ASSOCIATES, INC.,
its manager
By: *
--------------------
Name:__________________
Title:_________________
MELVIN SIMON, HERBERT SIMON AND DAVID
SIMON, NOT INDIVIDUALLY BUT AS VOTING
TRUSTEES UNDER THAT CERTAIN VOTING
TRUST AGREEMENT, VOTING AGREEMENT AND
PROXY DATED AS OF DECEMBER 1, 1993,
BETWEEN MELVIN SIMON & ASSOCIATES,
INC., AND MELVIN SIMON, HERBERT SIMON
AND DAVID SIMON:
*
_________________________________
Melvin Simon
*
_________________________________
Herbert Simon
*
_________________________________
David Simon
<PAGE>
27
SIMON DeBARTOLO GROUP, INC.
/s/ James M. Barkley
By:______________________________
James M. Barkley
General Counsel and Secretary
*SIMON DEBARTOLO GROUP, INC.,
AS ATTORNEY-IN-FACT
/s/ James M. Barkley
By:______________________________
James M. Barkley
General Counsel and Secretary
