UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
SIMON DEBARTOLO GROUP
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(Name of issuer as specified in its Charter)
Common Shares of Beneficial Interest, Par Value $0.01 Per Share
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(Title of class of securities)
828781104
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(CUSIP Number)
Cornelius J. Dwyer, Jr.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 848-7019
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(Name, address and telephone number of person
authorized to receive notices and communications)
November 11,1997
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following |_|.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
(Page 1 of 7 Pages)
<PAGE>
SCHEDULE 13D
CUSIP No. 0005543821 Page 2 of 7 pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Stichting Pensioenfonds ABP
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS* 00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION The Kingdom of the Netherlands
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NUMBER OF 7 SOLE VOTING POWER -- 6,017,056
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER --
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER -- 6,107,192
REPORTING --------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER -- 90,136
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,107,192
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.59898%
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14 TYPE OF REPORTING PERSON* EP
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(Page 2 of 7 Pages)
<PAGE>
Item 1. Security and Issuer.
This statement relates to common shares of beneficial
interest, par value $0.01 per share (the "Common Shares"), of Simon Debartolo
Group (the "Issuer"). The Issuer is a corporation, formed in Delaware and has
its principal executive offices located at 115 W. Washington St., Indianapolis,
Indiana.
Item 2. Identity and Background.
This statement is filed by Stichting Pensioenfonds ABP, an
entity established under the laws of The Kingdom of the Netherlands (the
"Fund"), whose principal business is investing funds held on behalf of public
sector employees of The Kingdom of the Netherlands. The address of the Fund's
principal executive office is Oude Lindestraat 70; postbus 2889, 6401 DL
Heerlen, The Netherlands. The name, principal occupation, citizenship and
business address of each director and of each executive officer of the Fund are
as follows:
<TABLE>
<CAPTION>
PRINCIPAL
NAME OCCUPATION CITIZENSHIP BUSINESS ADDRESS
- ---- ---------- ----------- ----------------
<S> <C> <C> <C>
B. de Vries Executive Chairman The Netherlands Bestuur Abp
of the Board of P.O. Box 30909
Trustees of the Fund 2500 GX DEN HAAG
H.J. Albersen Trustee of the Fund The Netherlands CMHF
P.O. Box 80204
2508 AM DEN HAAG
E.J. Anneveld Trustee of the Fund The Netherlands C.F.O.
P.O. Box 84501
2508 AM DEN HAAG
W. Drees Trustee of the Fund The Netherlands Wieringenmeen 36
3844 NA HARDERWIJK
P.H. Holthuis Trustee of the Fund The Netherlands Ministerie van O&W/ BR/DG
P.O. Box 25000
2700 LZ ZOETERMEER
L. Koopmans Trustee of the Fund The Netherlands Lange Voorhout 86, app. 24
2514 EJ DEN HAAG
R. van Leeuwen Trustee of the Fund The Netherlands ABOP
Herengracht 54
1015 BN AMSTERDAM
</TABLE>
(Page 3 of 7 Pages)
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL
NAME OCCUPATION CITIZENSHIP BUSINESS ADDRESS
- ---- ---------- ----------- ----------------
<S> <C> <C> <C>
C.L.J. V. Overbeek Trustee of the Fund The Netherlands Katholieke Onderwijs
Vakorganisatie
Verrijn Stuartlaan 36
2280 EL RIJSWIJK
A.C. van Pelt Trustee of the Fund The Netherlands Ned. Gennootschap van
Leraren
P.O. Box 407
3300 AK DORDRECHT
D.M. Sluimers Trustee of the Fund The Netherlands Ministerie van Financien
Casuariestraat 32
2511 VB DEN HAAG
A.F.P.M. Scherf Trustee of the Fund The Netherlands Icaruslaan 20
5631 LD EINDHOVEN
J.W.E. Neervens Executive Chairman of The Netherlands ABP
the Board of Directors Oude Lindestraat 70
of the Fund 6411 EJ HEERLEN
J.F. Maassen Member of the Board of The Netherlands ABP
Directors of the Fund Oude Lindestraat 70
6411 EJ HEERLEN
J.M.G. Frijns Member of the Board of The Netherlands ABP
Directors of the Fund Oude Lindestraat 70
6411 EJ HEERLEN
</TABLE>
During the last five years, neither the Fund nor any of its
executive officers or directors has been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, United States federal or state securities laws or finding
any violation with respect to such laws.
(Page 4 of 7 Pages)
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
On November 11, 1997, the Fund converted 4,000,000 preferred
shares held by it in the Issuer to 3,809,523 Common Shares at a conversion price
of U.S. $26.25 per Share, raising the number of Common Shares beneficially owned
by the Fund to 6,107,192 (approximately 5.59898% of aggregate number of shares
outstanding) and requiring the Fund to file this statement on Schedule 13D.
The funds for the foregoing purchase of shares of Common Stock
by the Fund were supplied from Dutch public sector pensioners' contributions to
the Fund.
Item 4. Purpose of Transaction.
The Fund has acquired the Common Shares for the purpose of
making an investment in the Issuer and not with the present intention of
acquiring control of the Issuer's business.
The Fund from time to time intends to review its investment in
the Issuer on the basis of various factors, including the Issuer's business,
financial condition, results of operations and prospects, general economic and
industry conditions, the securities markets in general and those for the
Issuer's securities in particular, as well as other developments and other
investment opportunities. Based on such review, the Fund will take such actions
in the future as the Fund may deem appropriate in light of the circumstances
existing from time to time. If the Fund believes that further investment in the
Issuer is attractive, whether because of the market price of the Issuer's
securities or otherwise, it may acquire Common Shares or other securities of the
Issuer either in the open market or in privately negotiated transactions.
Similarly, depending on market and other factors, the Fund may determine to
dispose of some or all of the Common Shares currently owned by the Fund or
otherwise acquired by the Fund either in the open market or in privately
negotiated transactions.
Except as set forth above, the Fund has not formulated any
plans or proposals which relate to or would result in: (a) the acquisition by
any person of additional securities of the Issuer or the disposition of
securities of the Issuer, (b) an extraordinary corporate transaction involving
the Issuer or any of its subsidiaries, (c) a sale or transfer of a material
amount of the assets of the Issuer or any of its subsidiaries, (d) any change in
the present board of directors or management of the Issuer, (e) any material
change in the Issuer's capitalization or dividend policy, (f) any other material
change in the Issuer's business or corporate structure, (g) any change in the
Issuer's charter or bylaws or other instrument corresponding thereto or other
action which may impede the acquisition of control of the Issuer by any person,
(h) causing a class of the Issuer's securities to be deregistered or delisted,
(i) a class of equity securities of the Issuer becoming eligible for termination
of registration or (j) any action similar to any of those enumerated above.
(Page 5 of 7 Pages)
<PAGE>
Item 5. Interest in Securities of the Issuer.
(a)-(b) As of the date hereof, the Fund beneficially owns and
has the sole power to vote and dispose of 6,107,192 Common Shares. The Fund
beneficially owns and has shared power to dispose of an additional 90,136 Common
Shares held by the Fund in two securities accounts with ABN AMRO BANK N.V.
managed by ABKB/LaSalle Securities. Based on information provided by the Issuer
to the Fund on December 19, 1997, the Common Shares beneficially owned by the
Fund constitute approximately 5.59898% of the outstanding Common Shares. To the
knowledge of the Fund, no Common Shares are beneficially owned by any director
or executive officer listed under Item 2 above.
(c) The Fund has effected the following purchases directly
from the Issuer in a private placement transaction during the past 60 days:
DATE OF NUMBER OF CONVERSION PRICE
PURCHASE SHARES PURCHASED PER SHARE
-------- ---------------- ---------
November 11, 1997 3,809,523 U.S. $26.25
The Fund has effected no open market purchases of Common
Shares in the past 60 days.
(d) To the knowledge of the Fund, no other person has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any Common Shares beneficially owned by the Fund.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Neither the Fund nor any of its executive officers or
directors has any contracts, arrangements or understandings with any person with
respect to any securities of the Issuer.
Item 7. Material to Be Filed as Exhibits.
None.
(Page 6 of 7 Pages)
<PAGE>
Signature
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: December __, 1997 STICHTING PENSIOENFONDS ABP
By s/s J. Mensonides
--------------------------------
Name: J. Mensonides
Title: Managing Director
Equity Investments
By s/s P.A.W.M. Spijkers
--------------------------------
Name: P.A.W.M. Spijkers
Title: Managing Director
Fixed Income Investments
(Page 7 of 7 Pages)
