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): October 14, 1997
(September 29, 1997)
SIMON DeBARTOLO GROUP, INC.
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(Exact name of registrant as specified in its charter)
Maryland 1-12618 35-1901999
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
115 WEST WASHINGTON STREET
INDIANAPOLIS, INDIANA 46204
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 317.636.1600
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On September 29, 1997, Simon DeBartolo Group, L.P. ("SDG, LP"), the
primary operating partnership and a subsidiary of the registrant,
completed its cash tender offer for shares of beneficial interests
("Shares") of The Retail Property Trust, a Massachusetts business trust
("RPT"), at $19 3/8 per share. SDG, LP acquired approximately
35,817,000 Shares in the tender offer, which together with Shares
previously owned by SDG, LP, represents approximately 99.2% of the
outstanding Shares. SDG, LP is in negotiations to acquire the remaining
Shares. RPT owns substantially all of the interests in Shopping
Center Associates, a New York general partnership ("SCA"). SCA owns or
has interests in twelve regional malls and one community center,
comprising approximately twelve million square feet of gross leasable
area in eight states. The total purchase price of this acquisition is
estimated at $1,221 million, which includes $454 million of SCA's debt
and SCA's pro rata share of joint venture debt. SDG, LP funded this
acquisition using proceeds from its existing $750 million unsecured
revolving credit facility and a new $500 million unsecured revolving
credit facility, both with Union Bank of Switzerland, New York branch.
A copy of the September 26, 1997 press release announcing the
completion of the tender offer is attached hereto as Exhibit 99.1.
Item 7. Financial Statements and Exhibits
Financial Statements:
None
Exhibits:
Exhibit No. Description
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99.1 Press Release dated September 26, 1997
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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 thereunto duly authorized.
Dated: October 14, 1997
SIMON DeBARTOLO GROUP, INC.
By: /s/ James M. Barkley
James M. Barkley,
Secretary/General Counsel
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EXHIBIT 99.1
SIMON DEBARTOLO GROUP
CONTACTS:
David Simon Stephen E. Sterrett
Chief Executive Officer Senior Vice President & Treasurer
317.263.7161 317.685.7363
FOR IMMEDIATE RELEASE
SIMON DeBARTOLO GROUP SUCCESSFULLY COMPLETES TENDER OFFER FOR
RETAIL PROPERTY TRUST
Indianapolis, Indiana - September 26, 1997 . . . Simon DeBartolo Group,
Inc. (NYSE:SPG) announced today that its primary operating partnership,
Simon DeBartolo Group, L.P. ("SDG"), has completed its tender offer for
all of the outstanding beneficial interests (the "Shares") of The Retail
Property Trust, a private Massachusetts business trust ("RPT"), at $19
3/8 per Share. The offer expired, as scheduled, at 12:00 Midnight, New
York City time, on Thursday, September 25, 1997.
As of the termination of the offer, based on a preliminary count from
the depositary for the offer, a substantial majority of the RPT Shares
had been tendered and not withdrawn. SDG also owns 2.3 million shares
purchased in open market transactions prior to commencement of the
offer. SDG and its designees have accepted for payment all shares
properly tendered.
SDG will concurrently execute a merger agreement with RPT pursuant to
which SDG will acquire the remaining shares of RPT for $19 3/8 per share
in cash.
David Simon, SDG Chief Executive Officer said "We are very pleased that
the tender offer has been successfully completed, and are gratified by
the overwhelming support of the institutional shareholders of RPT. This
acquisition increases our market presence in major metropolitan markets
such as New York, Chicago, Los Angeles, and Pittsburgh with a portfolio
of properties that have annual sales in excess of $330 per square foot
and are over 90% occupied. We look forward to rapidly assimilating the
RPT portfolio, which is a great strategic fit, into SDG."
RPT is a privately held real estate investment trust which owns
substantially all of the interests in a partnership which in turn owns
interests in 12 regional malls and one community center, comprising
approximately 12 million square feet of gross leasable area in 8 states.
Simon DeBartolo Group, Inc., headquartered in Indianapolis, Indiana, is
a self-administered and self-managed real estate investment trust which,
through its subsidiary partnerships, is engaged primarily in the
ownership, development, management, leasing, acquisition and expansion
of income-producing properties, primarily regional malls and community
shopping centers. It currently owns or has an interest in 187
properties which consist of existing regional malls, community shopping
centers and specialty and mixed-use properties containing an aggregate
of 115 million square feet of gross leasable area in 33 states. Simon
DeBartolo Group, together with its affiliated management company,
manages approximately 131 million square feet of gross leasable area in
retail and mixed-use properties.
Simon DeBartolo Group is the largest publicly traded real estate company
in North America as measured by market capitalization, with a current
total market capitalization in excess of $10 billion.
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