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): November 24, 1997
(November 20, 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)
<PAGE>
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
310,000 shares of its Common Stock, par value $.0001 per share (the "Common
Stock") at a price of $33.125 per share. 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 November 20, 1997, the Company
entered into an Agreement to Purchase Shares with an institutional investor
with respect to the shares.
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.
<TABLE>
<CAPTION>
Exhibit Number DESCRIPTION OF EXHIBIT
(Referenced to Item 601
OF REGULATION S-K)
<S> <C>
1 Agreement to Purchase Shares
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)
</TABLE>
<PAGE>
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: November 24, 1997
SIMON DeBARTOLO GROUP, INC.
By: /s/ James M. Barkley
Title: Secretary
EXHIBIT 1
AGREEMENT TO PURCHASE SHARES
This Agreement to Purchase Shares ("Agreement") is entered into
as of November 20, 1997 between Simon DeBartolo Group, Inc., a Maryland
corporation ("Issuer"), and the United Nations Joint Staff Pension Fund
("Purchaser").
R E C I T A L S
Issuer desires to sell, and Purchaser desires to purchase 310,000
shares of the Common Stock, par value $.0001 per share, of Issuer (the
"Shares") on the terms and conditions contained in this Agreement.
The parties hereby agree as follows:
1. Issuer agrees to sell to Purchaser, effective upon receipt by
Issuer of the purchase price therefor, the Shares at a purchase price of
$33.125 per share for an aggregate purchase price of $10,268,750.00 (the
"Purchase Price").
2. Purchaser agrees to purchase the Shares for the Purchase Price.
3. Purchaser acknowledges receipt of Issuer's Prospectus dated
September 20, 1996 and the Prospectus Supplement covering the Shares dated
of even date with this Agreement.
4. Issuer shall promptly apply for listing of the Shares on the New
York Stock Exchange ("NYSE"). Upon receipt by Issuer of approval from the
NYSE of such application, Issuer shall immediately give written notice to
Purchaser of such approval (the "Approval Notice"). Upon receipt of the
Approval Notice, Purchaser shall immediately wire transfer the Purchase
Price to Issuer, and Issuer shall instruct First Chicago Trust Company of
New York, its transfer agent, to issue promptly certificates for the Shares
to Purchaser.
5. Issuer represents and warrants to Purchaser that when purchased
by Purchaser as provided herein, (a) the Shares shall be validly issued,
fully paid, and non-assessable, and will not be subject to preemptive or
other similar rights arising under the Maryland General Corporation Law or
the Charter and By-Laws of Issuer, and (b) the Shares have been registered
under the Securities Act of 1933, as amended, 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.
6. This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their successors and assigns.
7. This Agreement shall be governed by the laws of the State of
Indiana, without giving effect to the principles of conflict of laws of
such State.
8. Each person executing this Agreement represents that it has the
power and authority to execute this Agreement.
9. No provision of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in
writing and signed by Issuer and Purchaser. No agreements or
representations, oral or otherwise, expressed or implied, with respect to
the subject matter of this Agreement have been made by either party that
are not set forth expressly in this Agreement or in the Prospectus
Supplement.
10. This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original but all of which together will
constitute one and the same agreement.
IN WITNESS WHEREOF, the parties to this Agreement have caused
this Agreement to be executed as of the date specified above.
SIMON DEBARTOLO GROUP, INC.
By: /s/ David Simon
Its: Chief Executive Officer
THE UNITED NATIONS JOINT STAFF
PENSION FUND
By: /s/ Henry Ouma
Its: Chief of Investments
EXHIBIT 5
[PIPER & MARBURY L.L.P. LETTERHEAD]
November 24, 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 (the "Act"), 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
(the "Commission"), of up to $750,000,000 aggregate offering price of
Common Stock, Preferred Stock, Depository Shares and/or Warrants. Pursuant
to the Agreement to Purchase Shares (the "Agreement") dated as of November
20, 1997, by and between the Company and the United Nations Joint Staff
Pension Fund, the Company proposes to issue and sell under the Registration
Statement, 310,000 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"), 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.
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 solely 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 in connection with the issuance of
Shares.
Very truly yours,
/s/ PIPER & MARBURY L.L.P.
EXHIBIT 8
[BAKER & DANIELS LETTERHEAD]
November 20, 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 310,000 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 November 20, 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 opinions of Willkie Farr & Gallagher,
dated as of August 9, 1996, addressed to Simon Property Group, Inc., the
former name of the Company; and (iv) 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, the Subsidiary, the Operating Partnership, the Management
Companies and the 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, the Subsidiary'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 Company and the Subsidiary as a
REIT have been or will be completed in a timely fashion.
In addition, we have assumed, as indicated in the Prospectus
Supplement, that, RPT is and will remain qualified as a REIT under the
Code.
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
Company and the Subsidiary 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. Commencing with the taxable year ended December 31, 1994 and
ending on the Merger Date, the Company (as Simon Property Group,
Inc.) has been organized and has operated in a manner so as to
qualify for taxation as a REIT under the Code.
2. Commencing with the Merger Date, the proposed methods of
operation of the Company (as Simon DeBartolo Group, Inc.) and the
Subsidiary have been organized and have operated in a manner as
described in the Registration Statement and as represented by the
Company so as to enable the Company and the Subsidiary so as to
remain qualified.
3. The information in the Prospectus under the caption "Federal
Income Tax Considerations" and as modified or supplemented in the
Prospectus Supplement under the caption "Certain Federal Income
Tax Consequences" fairly summarizes the federal income tax
considerations that are likely to be material to a holder of the
Common Stock.
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 Company's and the
Subsidiary's qualification and taxation as a REIT depends upon its ability
to meet, through actual annual operating results, requirements under the
Code regarding income, distributions and diversity of stock ownership.
Because each of the Company's and the Subsidiary's 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 us 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
