Reg. Section 230.424(b)(2)
File # 333-06933
SUPPLEMENT TO PROSPECTUS DATED JUNE 28, 1996
The "Distribution of Shares by BJS" section of the Prospectus/Joint
Proxy Statement dated June 28, 1996 is hereby supplemented to reflect the
distribution of the 4,315,970 shares of SPG Common Stock received by BJS
Capital Partners L.P. ("BJS") in the Merger to its partners and in some
cases further distribution by the partners to their respective
partners/members or other equity owners (the "BJS Partners"). The
following table sets forth the number of Resale Shares beneficially owned
by each of the BJS Partners as of the date of this Supplement. Capitalized
terms used in this Supplement and not otherwise defined have the meaning
given to them in the Prospectus/Joint Proxy Statement.
<TABLE>
<CAPTION>
NAME OF BJS PARTNER Number of Resale Shares Owned
Beneficially
as of the Date
OF THIS SUPPLEMENT*
<S> <C>
The Prudential Insurance Company of America 486,854
Pruco Insurance Company 6,890
The Nikko Securities Company, Ltd. 200,879
The Nikko Building Company, Ltd. 200,879
First Plaza Group Trust 476,694
Metropolitan Life Insurance Company 194,774
General Electric Capital Corporation 182,259
The Mitsui Trust & Banking Company, Ltd. 165,808
American General Corporation 97,387
Chemical Investments Inc. 119,454
New York Life Insurance Company 97,387
Presidential Life Insurance Company 97,387
Unisys Master Trust 119,174
Blackstone Group Holdings L.P. 54,672
Beinecke Family 5,653
Landmark Mezzanine Partners 10,612
Trust Under Article 5th of the Will of H. Ross 2,826
Ross Trust U/A/D 1120/89 2,826
South Ferry #2 L.P. 25,130
ITT Master Trust 68,901
Banque Indosuez 100,847
Continental Illinois Equity Corporation 45,934
John Hancock Mutual Life Insurance Company 38,955
Phillip Morris/GF Master Trust 47,669
Weirton Retirement Plan 47,669
The Sakura Bank, Ltd. 102,686
Toronto Dominion Investments, Inc. 40,175
ALCOA Master Trust 34,450
Int. Bank for Recon. and Devel. Pension Fund 37,245
1950 Associates 7,924
Prospect Hill Foundation 7,151
William S. Beinecke 4,402
Creditanstalt-Bankverein 28,178
The Engineering and Development Group Finance 20,291
S.A.
Masco Capital Corporation 22,939
OSG Financial Corporation 22,900
Richard Ross 3,246
Robert Ross 3,246
Carol Ross 3,246
James H. Ross 4,869
Deborah R. & Philippe P. Dauman 4,869
Standard Oil Retirement Trust 19,477
BCP Pacific Partners L.P. 80,575
Blackstone Management Associates L.P. 419,569
Blackstone Family Investment Partnership I L.P. 372,853
Blackstone Real Estate Inc. 3,643
Centaur Partners III L.P. 131,543
B.W. Duncan Family M Trust 19,708
Thomas Saylak 23,265
TOTAL 4,315,970
</TABLE>
__________
* The number of shares actually owned beneficially by each BJS Partner
may differ slightly from the figure presented, but in no event will
any BJS Partner sell Resale Shares in an amount that is more than 5%
higher than the amount shown above.
The distribution of Resale Shares by a BJS Partner may be effected from
time to time, in one or more transactions (which may involve block
transactions), in special offerings, exchange distributions and/or
secondary distributions, in negotiated transactions, or a combination of
such methods of sale, at market prices prevailing at the time of sale, at
prices related to such prevailing prices or at negotiated prices. A BJS
Partner may effect such transactions by selling Resale Shares to or through
broker-dealers, and such broker-dealers may receive compensation in the
form of underwriting discounts, concessions or commissions from the BJS
Partner and/or purchasers of Resale Shares for whom they may act as agent
(which compensation may be in excess of customary commissions). Without
limiting the foregoing, such brokers may act as dealers by purchasing any
and all Resale Shares covered by this Prospectus/Joint Proxy Statement
either as agents for others or as principals for their own accounts and
reselling such securities pursuant to this Prospectus/Joint Proxy
Statement. Any BJS Partner and any broker-dealer that participates with
any BJS Partner in the distribution of Resale Shares may be deemed to be
underwriters and any commissions received by them and any profit on the
resale of Resale Shares sold by them might be deemed to be underwriting
discounts and commissions under the Securities Act. The engagement of a
broker for the reoffering or resale of any of the Resale Shares covered by
the Registration Statement of which this Prospectus/Joint Proxy Statement
forms a part may be terminated at any time by the BJS Partner or the
broker.
The date of this Supplement is May 30, 1997.
