SIMON PROPERTY GROUP INC
8-K, 1996-08-09
REAL ESTATE INVESTMENT TRUSTS
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                       
                                       
                                   FORM 8-K
                                       
                                CURRENT REPORT
                                       
                                       
                    Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934
                                       
      Date of Report (Date of earliest event reported) :  August 9, 1996
                                       
                          SIMON PROPERTY GROUP, INC.
                                       
            (Exact name of registrant as specified in its charter)
                                       
         Maryland               1-12618             35-1901999
(State or other jurisdiction  (Commission         (IRS Employer
    of incorporation)         File Number)      Identification No.)



                          115 WEST WASHINGTON STREET
               INDIANAPOLIS, INDIANA                 46204
       (Address of principal executive offices)    (Zip Code)


       Registrant's telephone number, including area code:  317.636.1600
                                       
                                       
                                Not Applicable
         (Former name or former address, if changed since last report)
                                       
                                       
<PAGE> 01

Item 5.  Other Events


      On  August 6, 1996 the Registrant made available certain operational  and
portfolio  information concerning the Registrant, Simon Property  Group,  L.P.,
and the properties owned or managed by it as of June 30, 1996, in the form of a
press  release,  a copy of which is included as an exhibit to this  filing.   A
paper copy of the press release is available upon request as specified therein.

Item 7.  Financial Statements and Exhibits

     Financial Statements:

          None

     Exhibits:

                                             Page Number in
Exhibit No.         Description               This Filing

 99                 Press release                4
                    as of June 30, 1996

<PAGE> 02

                                  SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


     Dated:  August 9, 1996




                         SIMON PROPERTY GROUP, INC.


                         By:  /s/ Dennis Cavanagh
                              Dennis Cavanagh,
                              Senior Vice President,
                              Financial Services

<PAGE> 03
CONTACTS:

Shelly Doran   317.685.7330   Investors
Billie Scott   317.263.7148   Media


FOR IMMEDIATE RELEASE

SIMON PROPERTY GROUP ANNOUNCES SECOND QUARTER RESULTS

Indianapolis, Indiana - August 6, 1996...Simon Property Group, Inc.  (NYSE:SPG)
today  announced results for the quarter and six months ended  June  30,  1996.
The  Company's share of funds from operations ("FFO") for the quarter increased
12.4%  to  $30.9  million as compared to $27.5 million for the same  period  in
1995.   The increase on a per share basis was 6.0%, to $0.53 per share in  1996
from  $0.50  per share in 1995.  The Company's share of FFO for the six  months
increased  18.0%  to $60.6 million as compared to $51.4 million  for  the  same
period in 1995.  The increase on a per share basis was 6.1%, to $1.04 per share
in  1996  from  $0.98  per  share  in 1995.  FFO  amounts  were  calculated  in
accordance  with  the  National Association of Real Estate  Investment  Trust's
revised definition of FFO.  Under the previous method of reporting, FFO for the
second  quarter of 1996 would have been $0.55 per share, and for the first  six
months would have been $1.09 per share.

Total  revenue for the quarter increased 9.9% to $143.8 million as compared  to
$130.8  million for the same period in 1995.  Total revenue for the six  months
increased  8.8% to $283.2 million as compared to $260.3 million  for  the  same
period in 1995.

Average  base  rents  for mall and freestanding stores  in  the  regional  mall
portfolio were $19.79  per square foot at June 30, 1996, an increase of  $1.11,
or  5.9%, from $18.68 at December 31, 1995, and an increase of $1.73, or  9.6%,
from  $18.06  at June 30, 1995.  The average initial base rent for  new  leases
signed during the first six months of 1996 was $22.20, an increase of $5.39  or
32.1%, over the tenants who closed or whose leases expired.  Occupancy for mall
and  freestanding stores in the regional malls at June 30, 1996, was  83.1%  as
compared  to  84.6% at  June 30, 1995.  Sales volume for mall and  freestanding
stores  within the regional mall portfolio for the six months increased  13.5%,
to $1,572 million in 1996 from $1,385 million in 1995.

<PAGE> 04

Average base rents in the community center portfolio were $7.44 per square foot
at  June  30,  1996, an increase of $0.17, or 2.3%, from $7.27 at December  31,
1995,  and  an  increase  of  $0.23, or 3.2%, from  $7.21  at  June  30,  1995.
Occupancy within the community center portfolio at June 30, 1996, was 92.6%  as
compared to 94.6% at June 30, 1995.  Sales volume for Company-owned GLA  within
the  community center portfolio for the six months was $542 million in 1996  as
compared to  $584 million in 1995, the decrease due primarily to the reclaiming
and retenanting of anchor space.

"Our  1996  financial results continue to be consistent with our plan,  despite
the  drop  in  occupancy  directly attributable to 1995  tenant  bankruptcies,"
stated  David Simon, SPG President and Chief Executive Officer.  "We expect  to
have the vast majority of this space released for the 1996 holiday season.   We
continue  to increase the profitability of our core portfolio, as evidenced  by
the  Company's  recent  redevelopment activity including the  following  anchor
additions:

     at  Alton Square in Alton, Illinois, a 108,000 square foot Sears store  is
     scheduled  to  begin  construction in the fall of 1996  for  a  fall  1997
     planned opening;

     at Smith Haven Mall in Long Island, New York, a mall acquired by SPG in
     December 1995, a 91,000 square foot JCPenney is scheduled to begin
     construction in the fall of 1996 for a spring 1997 opening;

     at St. Charles Towne Center in Waldorf, Maryland, an approximately 100,000
     square foot Kohl's store is scheduled to begin construction in the fall of
     1996 for a spring 1997 scheduled opening; and

     at Orange Park Mall in Jacksonville, Florida, a mall acquired by SPG in
     December 1994, a 24 screen, 79,000 square foot AMC Theatre complex is
     scheduled to begin construction in the fall of 1996 for a fall 1997
     opening.

We also look forward to the impending closing of our merger with DeBartolo, and
its positive impact on our results for the remainder of 1996."

Simon  Property  Group  owns, develops, manages, leases, expands  and  acquires
regional   malls,  community  shopping  centers  and  specialty  and  mixed-use
properties throughout the United States.  It currently owns or has an  interest
in  123 properties which consist of existing regional malls, community shopping
centers  and specialty and mixed-use properties containing an aggregate  of  63
million square feet of gross leasable area in 29 states, of which approximately
37.7 million square feet is Company-owned.  Simon Property Group, together with
its  affiliated management company, currently manages approximately 76  million
square feet of gross leasable area in retail and mixed-use properties.  On July
31,  SPG opened Cottonwood Mall, a one million square foot super-regional  mall
in  Albuquerque,  New  Mexico.  In March, Simon Property  Group  and  DeBartolo
Realty Corporation (NYSE:EJD) announced a plan to merge the two companies.  The
merger is expected to be completed this month and is subject to the approval of
shareholders of both companies.

<PAGE> 05

Supplemental Materials

A  copy  of SPG's June 30, 1996, supplemental information package will be  made
available  upon  written request to:  Shelly J. Doran -  Director  of  Investor
Relations,  Simon  Property  Group,  P.O. Box  7033  Indianapolis,  IN   46207.
<TABLE>
                           SIMON PROPERTY GROUP, INC.
                              Financial Highlights
                                    Unaudited
                         (In thousands, except as noted)
<CAPTION>
                                                      Three Months Ended    Six Months Ended
                                                           June 30,             June 30,
                                                        1996      1995       1996      1995
                                                       ------    ------     ------    ------

<S>                                                  <C>       <C>        <C>       <C>
Funds from Operations of the Operating Partnership   $ 50,532  $ 45,859   $ 99,212  $ 87,795

FFO Allocable to the Company                         $ 30,892  $ 27,475   $ 60,619  $ 51,357

FFO per Common Share of the Company                     $0.53     $0.50      $1.04     $0.98

Weighted Average Common Shares and
  Partnership Units Outstanding                        95,843    92,943     95,754    89,868

Weighted Average Common Shares Outstanding             58,560    55,658     58,471    52,536

Total Revenue                                        $143,761  $130,765   $283,204  $260,255

Operating Expenses                                     54,075    50,560    107,773   100,078

Depreciation and Amortization                          26,635    22,090     51,307    43,197
                                                       ------    ------    -------   -------

Operating Income before Interest Expense               63,051    58,115    124,124   116,980

Interest Expense                                       40,568    36,724     79,134    75,657

Income before Minority Interest                        22,483    21,391     44,990    41,323

Minority Interest                                        (672)     (958)    (1,175)   (1,335)

Gain on Sale of Asset                                       -         -          -     2,350(A)
                                                       ------    ------     ------    ------

Income before Unconsolidated Entities                  21,811    20,433     43,815    42,338

Income from Unconsolidated Entities                     2,157     3,095      3,985     3,397

Income of the Operating Partnership before
     Extraordinary Items                               23,968    23,528     47,800    45,735

Extraordinary Items                                         -      (248)(B)   (265)(B)  (248)(B)
                                                       ------    ------     ------    ------

Income of the Operating Partnership                    23,968    23,280     47,535    45,487

Less:  Limited Partners' Interest
 in Operating Partnership                              (8,525)   (9,333)   (16,907)  (18,893)
                                                       ------    ------     ------    ------

Net Income                                             15,443    13,947     30,628    26,594

Preferred Dividends                                    (2,031)        -     (4,062)        -
                                                       ------    ------     ------    ------

Net Income Available to Common Shareholders          $ 13,412  $ 13,947   $ 26,566  $ 26,594
                                                       ======    ======     ======    ======
Income per Common Share:
         Before Extraordinary Items                     $0.23     $0.25      $0.45     $0.51
         Extraordinary Items                                -         -          -         -
                                                         ----      ----       ----      ----
         Net Income Available to Common Shareholders    $0.23     $0.25      $0.45     $0.51
                                                         ====      ====       ====      ====
</TABLE>
<PAGE> 06     

<TABLE>

SELECTED BALANCE SHEET INFORMATION                         June 30,        December 31,
                                                            1996               1995
                                                         ----------         ----------
<S>                                                      <C>                <C>
Cash and Cash Equivalents                                   $65,556            $62,721
Investments in Real Estate, Net                          $2,154,506         $2,009,344
Mortgages and Other Notes Payable                        $2,178,539         $1,980,759

SELECTED OPERATING STATISTICS                                          June 30,
                                                              1996               1995
                                                            ------             -------
Occupancy
     Regional Malls (C)                                        83.1%              84.6%
     Community Shopping Centers (D)                            92.6%              94.6%

Average Rent per Square Foot
     Regional Malls (C)                                      $19.79             $18.06
     Community Shopping Centers (D)                           $7.44              $7.21
                                        
Total Sales Volume (millions)(E)
     Regional Malls(F)                                       $1,572             $1,385
     Community Shopping Centers(D)                             $542               $584

(A)  Represents gain on the sale of a minority partnership interest in land
     previously held for development.
(B)  Represents charges incurred with prepayment of debt.
(C)  Includes mall and freestanding stores.
(D)  Includes all company-owned GLA.
(E)  Represents only those tenants who report sales.
(F)  Based on the new standard definition of sales for regional malls adopted
     by the International Council of Shopping Centers which includes only 
     mall and freestanding stores.

</TABLE>
<TABLE>

RECONCILIATION OF NET INCOME TO FFO                                  Six Months Ended
                                                                          June 30,
                                                                    1996           1995
Simon Property Group, L.P.                                        -------         -------
<S>                                                               <C>             <C>
Income of the Operating Partnership before Extraordinary Items    $47,800         $45,735
Plus:  Depreciation and Amortization from
        Consolidated Properties                                    51,038          42,959
Less:  Minority Interest Portion of Depreciation,
        Amortization and Extraordinary Items                       (1,514)         (1,561)
Plus:  SPG's Share of Depreciation and Amortization
        from Unconsolidated Affiliates                              5,950           3,012
Less:  Preferred Dividends                                         (4,062)              -
Less:  Gain on Sale of Asset                                            -          (2,350)

Funds from Operations of the Operating Partnership                $99,212         $87,795

Weighted Average Common Shares and Partnership Units Outstanding   95,754          89,868

FFO per Share/Unit                                                  $1.04           $0.98

Simon Property Group, Inc.
FFO Allocable to SPG, Inc.                                        $60,619         $51,357

Weighted Average Common Shares Outstanding                         58,471          52,536

FFO per Share                                                       $1.04           $0.98
</TABLE>
                                        
<PAGE> 07




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