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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): December 23, 1997 (December
18, 1997)
SIMON DEBARTOLO GROUP, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 1-12618 35-1901999
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
115 WEST WASHINGTON STREET
INDIANAPOLIS, INDIANA 46204
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (317) 636-1600
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
Simon DeBartolo Group, Inc., a Maryland corporation (the "Company"), is
filing this Current Report on Form 8-K in connection with the issuance of up to
301,887 shares of its Common Stock, par value $.0001 per share (the "Common
Stock"). The Common Stock was registered as part of the Company's Registration
Statement on Form S-3 (File No. 333-11431), which was declared effective by the
Securities and Exchange Commission on September 20, 1996. On December 18, 1997,
the Company agreed to sell the shares of Common Stock to Legg Mason Wood
Walker, Incorporated at $31.6344 per share.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
The exhibits listed below relate to the Registration Statement (No. 333-11431)
on Form S-3 of the Company and are filed herewith for incorporation by reference
in such Registration Statement.
Exhibit Number
(Referenced to Item 601
of Regulation S-K) Description of Exhibit
------------------ ----------------------
1 Terms Agreement, dated December 18, 1997
5 Opinion of Piper & Marbury L.L.P., Maryland
counsel to the Company, as to the legality of the
Common Stock
8 Opinion of Baker & Daniels, counsel to the
Company, as to certain federal tax matters
23.1 Consent of Piper & Marbury L.L.P. (included in its
opinion filed as Exhibit 5)
23.2 Consent of Baker & Daniels (included in its
opinion filed as Exhibit 8)
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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 hereunto duly authorized.
Dated: December 23, 1997
SIMON DeBARTOLO GROUP, INC.
By: /s/ JAMES A. BARKLEY
--------------------
Title: Secretary
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EXHIBIT INDEX
-------------
Exhibit Number Description of Exhibit
-------------- -----------------------
1 Terms Agreement, dated December 18, 1997
5 Opinion of Piper & Marbury L.L.P., Maryland
counsel to the Company, as to the legality of the
Common Stock
8 Opinion of Baker & Daniels, counsel to the
Company, as to certain federal tax matters
23.1 Consent of Piper & Marbury L.L.P. (included in its
opinion filed as Exhibit 5)
23.2 Consent of Baker & Daniels (included in its
opinion filed as Exhibit 8)
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EXHIBIT 1
SIMON DEBARTOLO GROUP, INC.
(a Maryland corporation)
301,887 Shares
Common Stock
TERMS AGREEMENT
December 18, 1997
TO: Simon DeBartolo Group, Inc.
National City Center
115 West Washington Street
Suite 15 East
Indianapolis, Indiana 46204
Ladies and Gentlemen:
We understand that Simon DeBartolo Group, Inc., a Maryland corporation
(the "Company"), proposes to issue and sell 301,887 shares of its common
stock, par value $0.00001 per share (the "Common Stock") (the Common Stock being
hereinafter referred to as the "Underwritten Securities"). Subject to the terms
and conditions set forth or incorporated by reference herein, the underwriter
named below (the "Underwriter") offers to purchase the Underwritten Securities
set forth below opposite its name at the purchase price set forth below.
Underwriter Number of
- ----------- Underwritten Securities
-----------------------
Legg Mason Wood Walker, Incorporated 301,887
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The Underwritten Securities shall have the following terms:
Title: Common Stock
Number of shares: 301,887 shares
Number of Option Underwritten N/A
Securities:
Purchase price per share: $31.6344
Listing requirements: NYSE
Black-out provisions N/A
Lock-up provisions: N/A
Other terms and conditions: This Agreement shall be subject to
termination in the absolute discretion of
the Underwriter, without liability on the
part of the Underwriter to the Company, by
notice to the Company, if prior to the
Closing Date (i) trading in securities
generally on the New York Stock Exchange,
the American Stock Exchange or the Nasdaq
National Market shall have been suspended or
materially limited, (ii) a general
moratorium on commercial banking activities
in New York shall have been declared by
either federal or state authorities, (iii)
there shall have occurred any outbreak or
escalation of hostilities or other
international calamity, crisis or change in
political, financial or economic conditions,
the effect of which on the financial markets
of the United States is such as to make it,
in the judgment of the Underwriter,
impracticable or inadvisable (x) to commence
or continue the offering of the units of The
Legg Mason REIT Trust, December 1997 Series
(the "Trust") to the public, or (y) to
enforce contracts for the sale of the units
of the Trust. Notice of such termination may
be given to the Company by telegram,
telecopy or telephone and shall be
subsequently confirmed by letter.
Closing date and location: December 23, 1997 at the offices of Hunton &
Williams, 951 East Byrd Street, Richmond,
Virginia 23219.
All of the provisions contained in the document attached as Annex I
hereto entitled "SIMON DEBARTOLO GROUP, INC.--Common Stock, Warrants to Purchase
Common Stock, Preferred Stock, Warrants to Purchase Preferred Stock and
Depositary Shares--Underwriting Agreement" are hereby incorporated by reference
in their entirety herein and shall be deemed to be a part of this Terms
Agreement to the same extent as if such provisions had been set forth in full
herein. Terms defined in such document are used herein as therein defined.
References therein to "Merrill Lynch" shall be deemed to refer to Legg Mason
Wood Walker, Incorporated ("Legg Mason"). Notices under this Terms Agreement
shall be given to Legg Mason at 111
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South Calvert Street, P.O. Box 1476, Baltimore, Maryland 21203, Attention:
Syndicate Department.
Please accept this offer not later than six o'clock p.m. (New York
City time) on December 18, 1997, by signing a copy of this Terms Agreement
in the space set forth below and returning the signed copy to us.
Very truly yours,
LEGG MASON WOOD WALKER, INCORPORATED
By: /s/ Edmund J. Cashman, Jr.
-------------------------------
Title: Senior Executive
Vice President
Accepted:
SIMON DEBARTOLO GROUP, INC.
By: /s/ James M. Barkley
--------------------------------
Title: Secretary/General Counsel
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EXHIBIT 5
PIPER & MARBURY, L.L.P.
CHARLES CENTER SOUTH
36 SOUTH CHARLES STREET
BALTIMORE, MARYLAND 21201-3018
(410) 539-2530 (410) 539-0489 FAX
December 22, 1997
Simon DeBartolo Group, Inc.
115 West Washington Street
Indianapolis, Indiana 46204
Simon DeBartolo Group, Inc.
---------------------------
Ladies and Gentlemen:
We have acted as Maryland counsel to Simon DeBartolo Group, Inc., a
Maryland corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended, pursuant to a Registration Statement on
Form S-3 (File No. 333-11431) of the Company (the "Registration Statement")
filed with the Securities and Exchange Commission, of up to $750,000,000
aggregate offering price of Common Stock, Preferred Stock, Depository Shares
and/or Warrants. Pursuant to the Terms Agreement (the "Agreement") dated as of
December 18, 1997, by and between the Company and Legg Mason Wood Walker,
Incorporated, the Company proposes to issue and sell under the Registration
Statement, up to 500,000 shares of Common Stock, par value $.0001 per share, of
the Company (the "Shares").
In our capacity as Maryland counsel to the Company, we have examined
the Agreement, the Registration Statement, the Charter and By-Laws of the
Company, minutes of the proceedings of the Company's Board of Directors
authorizing the issuance of the Shares, a Certificate of Secretary of the
Company dated the date hereof (the "Certificate"), a good standing certificate,
dated a recent date, issued by the Maryland State Department of Assessments and
Taxation and such other documents as we have considered necessary. In such
examination, we have assumed, without independent investigation, the genuineness
of all signatures, the legal capacity of all individuals who have executed any
of the aforesaid documents, the authenticity of all documents submitted to us as
originals, the conformity with originals of all documents submitted to us as
copies (and the authenticity of the originals of such copies), and that all
public records reviewed are accurate and complete. As to factual matters we have
relied on the Certificate and have not independently verified the matters stated
therein.
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Based upon the foregoing and having regard for such legal
considerations as we deem relevant, we are of the opinion and so advise you
that upon the issuance and delivery of the Shares in accordance with the terms
set forth in the Prospectus and the Prospectus Supplement that are a part of
the Registration Statement and the Agreement, the Shares will have been duly
and validly authorized and will be validly issued, fully paid and
non-assessable.
The opinion expressed herein is for the use of the Company in
connection with the Registration Statement. This opinion is limited to the
matters set forth herein, and no other opinion should be inferred beyond the
matters expressly stated.
We hereby consent to the filing of this opinion as an exhibit to the
Form 8-K of the Company to be filed on the date hereof.
Very truly yours,
/s/ PIPER & MARBURY, L.L.P.
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EXHIBIT 8
BAKER & DANIELS
300 NORTH MERIDIAN STREET, SUITE 2700
INDIANAPOLIS, INDIANA 46204-1782
(317) 237-0300 (317) 237-1000 FAX
December 22, 1997
Simon DeBartolo Group, Inc.
National City Center
Suite 15 East
115 West Washington Street
Indianapolis, Indiana 46204
Ladies and Gentlemen:
You have asked our opinion concerning the federal income tax matters
pertaining to Simon DeBartolo Group, Inc. (the "Company") in connection with the
issuance and sale by the Company of 301,887 shares of the Company's Common
Stock, par value $0.0001 per share (the "Common Stock").
In connection with the opinions expressed herein, we have reviewed: (i)
the Registration Statement on Form S-3, Registration No. 333-11431 (the
"Registration Statement"), and the Prospectus constituting a part thereof, dated
September 20, 1996, relating to the issuance from time to time of up to
$750,000,000 aggregate public offering price of Common Stock, Preferred Stock,
Depository Shares and Warrants of the Company pursuant to Rule 415 promulgated
under the Securities Act of 1933, as amended (the "1933 Act"); and (ii) the
Prospectus Supplement dated December 18, 1997, relating to an offering of Common
Stock as filed pursuant to Rule 424 promulgated under the 1933 Act (the
"Prospectus Supplement"). All capitalized terms used herein and not otherwise
defined have the meanings given them in the Registration Statement.
We have also examined and, with your consent, relied upon the
following: (i) the Fifth Amended and Restated Agreement of Limited Partnership
of Simon DeBartolo Group, L.P. (the "Operating Partnership"); (ii) the Third
Amended and Restated Agreement of Limited Partnership of Simon Property Group,
L.P.; (iii) the Fourth Amended and Restated Partnership Agreement of Shopping
Center Associates as amended by the First Amendment dated April 8, 1992, the
Second Amendment dated December 30, 1992, and the Third Amendment dated March
19, 1993; (iv) the opinions of Willkie Farr & Gallagher, dated
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as of August 9, 1996, addressed to Simon Property Group, Inc., the former name
of the Company; and (v) such other documents, records and instruments as we
have deemed necessary in order to enable us to render the opinions expressed
herein.
In our examination of documents, we have assumed, with your consent,
(i) that all documents submitted to us are authentic originals, or if submitted
as photocopies, that they faithfully reproduce the originals thereof; (ii) that
all such documents have been or will be duly executed to the extent required;
(iii) that all representations and statements set forth in such documents are
true and correct; (iv) that any representation or statement made as a belief or
made "to the knowledge of," or similarly qualified is correct and accurate
without such qualification; (v) that all obligations imposed by any such
documents on the parties thereto have been or will be performed or satisfied in
accordance with their terms; and (vi) that the Company, SD Property, RPT, the
Operating Partnership, SCA, the Management Companies and partnerships in which
the Company or SD Property have direct or indirect interests ("Subsidiary
Partnerships") at all times will be organized and operated in accordance with
the terms of such documents. We have further assumed that, except for any
exceptions set forth in the representation letter described in the following
paragraph, the statements and descriptions of the Company's, SD Property's,
RPT's, the Operating Partnership's, the Management Companies' and the
Subsidiary Partnerships' businesses, properties, and intended activities as
described in the Registration Statement and the documents incorporated therein
by reference are accurate and complete and that all actions contemplated
therein with respect to the organization of each of the Companies have been or
will be completed in a timely fashion.
For purposes of rendering the opinions expressed herein, we also have
assumed, with your consent, the accuracy of the representations contained in the
letter from the Company to us of even date herewith. These representations
relate to the classification and operation of each of the Companies as a REIT
and the organization and operation of the Operating Partnership, the Subsidiary
Partnerships and the Management Companies.
Based upon and subject to the foregoing, we are of the opinion that:
1. Each of the Companies has been organized and has operated in a
manner so as to qualify for taxation as a REIT and their
methods of operation will enable them to continue to meet the
requirements of qualification and taxation as REITs under the
Code.
2. The information in the Prospectus Supplement under the caption
"Revised Discussion of Federal Income Tax Considerations"
fairly summarizes the federal income tax considerations that
are likely to be material to a holder of the Common Stock.
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This opinion is given as of the date hereof and is based on various
statutory provisions, regulations promulgated thereunder and interpretations
thereof by the Internal Revenue Service and the courts having jurisdiction over
such matters, all of which are subject to change either prospectively or
retroactively. Further, any variation or difference in the facts from those set
forth in the Registration Statement may affect the conclusions stated herein.
Moreover, each of the Companies' qualification and taxation as a REIT depends
upon its ability to meet, through actual annual operating results, requirements
under the Code regarding income, assets, distributions and diversity of stock
ownership. Because each of the Companies' satisfaction of these requirements
will depend upon future events, no assurance can be given that the actual
results of its operations for any one taxable year will satisfy the tests
necessary to qualify as or be taxed as a REIT under the Code.
This opinion is furnished to you solely for use in connection with the
Registration Statement. We hereby consent to the filing of this opinion as
Exhibit 8 to the Registration Statement and to the use of our name under the
caption "Certain Federal Income Tax Consequences" in the Prospectus Supplement
which is a part of the Registration Statement. In giving this consent we do not
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the 1933 Act or the rules and regulations of the
Securities and Exchange Commission thereunder.
We express no opinions as to any federal income tax issue or other
matter except those set forth or confirmed above.
Very truly yours,
/s/ BAKER & DANIELS
