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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): AUGUST 14, 1997
SIMON DEBARTOLO GROUP, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 333-11491 34-1755769
(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)
ITEM 5. OTHER EVENTS
On May 15, 1997, Simon DeBartolo Group, L.P. (the "Issuer"),
established a program for the issuance from time to time of up to
$300,000,000 aggregate principal amount of the Issuer's Medium-Term Notes
Due Nine Months or More from Date of Issue (the "Notes"); however, at that
time, the Board of Directors of the Issuer authorized the sale of only
$100,000,000 aggregate principal amount of the Notes without further Board
action. The due and punctual payment of the principal of, premium (if any)
and interest on, and any other amounts payable with respect to, the Notes
is guaranteed by Simon Property Group, L.P. (the "Guarantor"). On August
14, 1997, the Board of Directors of the Issuer increased from $100,000,000
to $280,000,000 the aggregate principal amount of Notes authorized to be
sold without further Board action. Any issuance of the Notes will be
pursuant to the joint registration statement on Form S-3 of the Issuer and
the Guarantor (Registration No. 333-11491) and a joint registration
statement on Form S-3 of the Issuer and the Guarantor filed on August 14,
1997 pursuant to Rule 462(b) (together, the "Registration Statement"), and
the related Prospectus, dated November 21, 1996, and Prospectus Supplement,
dated May 15, 1997.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(c) The following exhibits are filed as part of this Report and
as part of the Registration Statement:
EXHIBIT NO. DESCRIPTION
5 Opinion of Baker & Daniels, special counsel to the Issuer
and the Guarantor, as to the legality of the Notes
SIGNATURE
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: August 14, 1997
SIMON DeBARTOLO GROUP, L.P.
By: Simon DeBartolo Group, Inc.,
General Partner
By: /S/ RICHARD S. SOKOLOV
Richard S. Sokolov, President
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
5 Opinion of Baker & Daniels, special counsel to the Issuer
and the Guarantor, as to the legality of the Notes
EXHIBIT 5
BAKER & DANIELS
300 NORTH MERIDIAN STREET, SUITE 2700
INDIANAPOLIS, INDIANA 46204
(317) 237-0300
(317) 237-1000 (FAX)
August 14, 1997
Simon DeBartolo Group, L.P.
Simon Property Group, L.P
115 West Washington Street
Indianapolis, Indiana 46204
Re: Medium-Term Notes Due Nine
MONTHS OR MORE FROM DATE OF ISSUE
Ladies and Gentlemen:
We have acted as counsel for Simon DeBartolo Group, L.P., a
Delaware limited partnership (the "Issuer"), and Simon Property Group,
L.P., a Delaware limited partnership (the "Guarantor"), in connection with
the issuance and sale by the Issuer of up to $300,000,000 aggregate initial
offering price of the Issuer's Medium-Term Notes due nine months or more
from date of issue (the "Notes"), including the preparation and/or review
of:
(a) The joint Registration Statement on Form S-3, Registration
No. 333-11491, of the Issuer and the Guarantor (the "Registration
Statement"), and the Prospectus constituting a part thereof, dated
November 21, 1996, relating to the issuance from time to time of up to
$750,000,000 aggregate initial offering price of debt securities of
the Issuer (the "Debt Securities") pursuant to Rule 415 promulgated
under the Securities Act of 1933, as amended (the "1933 Act") and the
guarantee of the Debt Securities by the Guarantor pursuant to the
Indenture referred to below (the "Guarantee");
(b) The joint Registration Statement on Form S-3 of the Issuer
and the Guarantor filed with the Securities and Exchange Commission
(the "Commission") on August 14, 1997, pursuant to Rule 462(b)
promulgated under the 1933 Act (the "Rule 462(b) Registration
Statement") relating to $30,000,000 aggregate initial offering price
of Debt Securities and the Guarantee thereof;
(c) The Prospectus Supplement, dated May 15, 1997, to the above-
mentioned Prospectus relating to the Notes and filed with the
Commission pursuant to Rule 424 promulgated under the 1933 Act (the
"Prospectus Supplement"); and
(d) The Indenture, dated as of November 26, 1996, among the
Issuer, the Guarantor, and The Chase Manhattan Bank, as trustee (the
"Trustee), as supplemented with respect to the Notes by the Third
Supplemental Indenture, dated as of May 15, 1997, among the Issuer,
the Guarantor and the Trustee (the "Indenture").
For purposes of this opinion, we have examined originals or
copies, identified to our satisfaction, of such documents, corporate
records, instruments and other relevant materials as we deemed advisable,
and have made such examination of statutes and decisions and reviewed such
questions of law as we have considered necessary or appropriate. In our
examination, we have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as copies, and the authenticity of the originals
of such copies. As to facts material to this opinion, we have relied upon
certificates, statements or representations of public officials, of
officers and representatives of the Issuer, the Guarantor and of others,
without any independent verification thereof.
On the basis of and subject to the foregoing, we are of the
opinion that:
1. Each of the Issuer and the Guarantor is existing as a
limited partnership under the laws of the State of Delaware.
2. At such time as the Rule 462(b) Registration Statement shall
have become effective under the 1933 Act, the Notes in an aggregate initial
offering price of up to $280,000,000 (the "Authorized Amount") will be duly
authorized by all necessary action by the Board of Directors of SD Property
Group, Inc., an Ohio corporation, as the managing general partner of the
Issuer ("SD Property"), for offer, issuance, sale and delivery pursuant to
the Indenture and, when the variable terms of the Notes have been
established by the authorized officers of SD Property (as the managing
general partner of the Issuer) to whom such authority has been delegated
and the Notes and the related Guarantee (as defined in the Indenture) have
been executed and authenticated in the manner provided for in the Indenture
and delivered by the Issuer to the purchasers thereof against payment of
the consideration therefor, the Notes will constitute valid and legally
binding obligations of the Issuer, enforceable against the Issuer in
accordance with their terms, except as the enforcement thereof may be
limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or
transfer, moratorium or other similar laws relating to or affecting
creditors' rights generally or by general equitable principles, and except
further as enforcement thereof may be limited by (A) requirements that a
claim with respect to any Notes denominated other than in U.S. dollars (or
a foreign or composite currency judgment in respect of such claim) be
converted into U.S. dollars at a rate of exchange prevailing on a date
determined pursuant to applicable law, (B) governmental authority to limit,
delay or prohibit the making of payments outside the United States, and (C)
the enforceability of forum selection clauses in the federal courts. The
opinions set forth in this paragraph 2 with respect to the Notes are
qualified, in each instance, by the limitation that the aggregate initial
offering price of Notes so offered, issued, sold and delivered may not
exceed the Authorized Amount without further action by the Board of
Directors of SD Property. No opinion is expressed herein with respect to
any Notes in an aggregate initial offering price in excess of the
Authorized Amount.
3. At such time as the Rule 462(b) Registration Statement shall
have become effective under the 1933 Act, the Guarantee with respect to
Notes in an aggregate initial offering price of up to the Authorized Amount
will be duly authorized by Simon DeBartolo Group, Inc., a Maryland
corporation, as the sole general partner of the Guarantor (the "Company),
and, when the variable terms of the Notes in an aggregate initial offering
price of up to the Authorized Amount have been established by the
authorized officers of SD Property (as the managing general partner of the
Issuer) to whom such authority has been delegated and the Notes and the
Guarantee have been executed and authenticated in the manner provided for
in the Indenture and delivered by the Issuer to the purchasers thereof
against payment of the consideration therefor and the Guarantee is endorsed
thereon in the manner provided for in the Indenture, the Guarantee will
constitute a valid and legally binding obligation of the Guarantor,
enforceable against the Guarantor in accordance with its terms, except as
enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, fraudulent conveyance or transfer, moratorium or other
similar laws relating to or affecting creditors' rights generally, or by
general equitable principles, and except further as enforcement thereof may
be limited by (A) requirements that a claim with respect to the Guarantee
of any Securities denominated other than in U.S. dollars (or a foreign
currency or composite currency judgment in respect of such claim) be
converted into U.S. dollars at a rate of exchange prevailing on a date
determined pursuant to applicable law, (B) governmental authority to limit,
delay or prohibit the making of payments outside the United States, (C) the
enforceability of forum selection clauses in the federal courts, and (D)
any provision in the Guarantee purporting to preserve and maintain the
liability of any party thereto despite the fact that the guaranteed debt is
unenforceable due to illegality. The opinions set forth in this paragraph
3 with respect to the Guarantee are qualified, in each instance, by the
limitation that the aggregate initial offering price of Notes guaranteed by
the Guarantor may not exceed the Authorized Amount without further action
by the Board of Directors of the Company. No opinion is expressed herein
with respect to any Notes (and the related Guarantee) in an aggregate
initial offering price in excess of the Authorized Amount.
In giving this opinion, we have, with your permission, relied as
to matters involving the application of the laws of Maryland and Ohio, upon
the opinions of Piper & Marbury L.L.P. and Vorys, Sater, Seymour and Pease,
respectively, special Maryland and Ohio counsel, respectively, to the
Issuer and the Guarantor, copies of which opinions have been delivered to
you.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Legal
Matters" in the Prospectus Supplement. In giving such consent, we do not
admit that we come within the category of persons whose consent is required
under Section 7 of the 1933 Act or the rules or regulations of the
Commission thereunder.
Yours very truly,
/S/ BAKER & DANIELS