As filed with the Securities and Exchange Commission on July 8, 1999
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION NO. 33-79884
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
SPG PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
MARYLAND 35-1901999
<S> <C>
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
115 WEST WASHINGTON STREET
SUITE 15 EAST
INDIANAPOLIS, INDIANA 46204
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
SIMON PROPERTY GROUP AND ADOPTING
ENTITIES MATCHING SAVINGS PLAN
(Full title of the plan)
JAMES M. BARKLEY
GENERAL COUNSEL
SIMON PROPERTY GROUP
115 WEST WASHINGTON STREET
SUITE 15 EAST
INDIANAPOLIS, INDIANA 46204
(Name and address of agent for service)
(317) 636-1600
(Telephone number, including area code, of agent for service)
COPY TO:
David C. Worrell
Baker & Daniels
300 North Meridian Street, Suite 2700
Indianapolis, Indiana 46204-1782
(317) 237-0300
<PAGE>
Effective September 24, 1998, SPG Properties, Inc., a Maryland
corporation formerly known as Simon Property Group, Inc. ("Old Simon")
became a subsidiary of Simon Property Group, Inc., a Delaware corporation
("New Simon"). As part of that transaction, the shares of capital stock of
Old Simon held in the Simon DeBartolo Group and Adopting Entities Matching
Savings Plan (the "Plan") were converted into shares of capital stock of
New Simon (including beneficial interests in shares of New Simon's
affiliate, SPG Realty Consultants, Inc.) and New Simon assumed all
obligations of Old Simon with respect to the Plan. This Post-Effective
Amendment No. 1 to Registration No. 33-79884 is being filed solely to
deregister 451,272 unsold shares of capital stock of Old Simon and an
indeterminate amount of corresponding interests in the Plan, previously
registered for offer and sale to participants in the Plan. New Simon is
concurrently filing a registration statement on Form S-8 with respect to
the offer and sale of capital stock of shares of New Simon and
corresponding interests in the Plan to participants in the Plan.
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Post-effective Amendment to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Indianapolis, State of Indiana, on July 6, 1999.
SPG PROPERTIES, INC.
(FORMERLY SIMON DEBARTOLO GROUP, INC. AND,
PRIOR TO THAT, SIMON PROPERTY GROUP, INC.)
By: /S/ DAVID SIMON
David Simon
Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Post-effective Amendment to the Registration Statement has been signed by
the following persons in their respective capacities and on the respective
dates indicated opposite their names.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/S/ DAVID SIMON Chief Executive Officer July 6, 1999
David Simon and Director (Principal
Executive Officer)
/S/ HERBERT SIMON Co-Chairman of the July 6, 1999
Herbert Simon Board of Directors
Melvin Simon Co-Chairman of the July _, 1999
Board of Directors
/S/ HANS C. MAUTNER Vice Chairman of the July 6, 1999
Hans C. Mautner Board of Directors
Richard Sokolov President, Chief Operating July _, 1999
Officer and Director
/S/ ROBERT E. ANGELICA Director July 6, 1999
Robert E. Angelica
/S/ BIRCH BAYH Director July 6, 1999
Birch Bayh
Pieter S. van den Berg Director July _, 1999
/S/ G. WILLIAM MILLER Director July 6, 1999
G. William Miller
/S/ FREDRICK W. PETRI Director July 6, 1999
Fredrick W. Petri
/S/ J. ALBERT SMITH Director July 6, 1999
J. Albert Smith
/S/ PHILIP J. WARD Director July 6, 1999
Philip J. Ward
/S/ DENISE DEBARTOLO YORK Director July 6, 1999
M. Denise DeBartolo York
/S/ JOHN DAHL Senior Vice President July 6, 1999
John Dahl (Principal Accounting
Officer)
Principal Financial Officers:
/S/ STEPHEN E. STERRETT Treasurer July 6, 1999
Stephen E. Sterrett
/S/ JAMES R. GIULIANO III Senior Vice President July 6, 1999
James R. Giuliano III
</TABLE>
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plan)
have duly caused this Post-effective Amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Indianapolis, State of Indiana on July 6, 1999.
SIMON PROPERTY GROUP AND ADOPTING ENTITIES
MATCHING SAVINGS PLAN
SIMON PROPERTY GROUP, L.P.,
as Plan Administrator
By: SIMON PROPERTY GROUP, INC.,
Managing General Partner
By: /S/ DAVID SIMON
David Simon, Chief Executive Officer
