View:
As filed with the Securities and Exchange Commission on September 22, 1998
Registration Nos. 333-_____ and 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
Form S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
Corporate Property Investors, Inc. Corporate Realty Consultants, Inc.
(Exact name of registrant as (Exact name of registrant as
specified in its charter) specified in its charter)
Delaware Delaware
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
046268599 13-2838638
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
Three Dag Hammarskjold Plaza Three Dag Hammarskjold Plaza
305 East 47th Street 305 East 47th Street
New York, New York 10017 New York, New York 10017
(212) 421-8200 (212) 421-8200
(Address and telephone number (Address and telephone number
of principal executive offices) of principal executive offices)
1993 Share Option Plan 1993 Share Option Plan
of Corporate Property Investors, Inc. of Corporate Property Investors, Inc.
Employee Share Purchase Plan Employee Share Purchase Plan
of Corporate Property Investors, Inc. of Corporate Property Investors, Inc.
(Full title of the plan) (Full title of the plan)
---------------------------
Harold E. Rolfe, Esq.
Vice President and General Counsel
Corporate Property Investors, Inc.
Three Dag Hammarskjold Plaza
305 East 47th Street
New York, New York 10017
(212) 421-8200
(Name, address and telephone number of agent for service)
with copies to
Robert Rosenman, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
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CALCULATION OF REGISTRATION FEE
===============================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price per Offering Registra-
Registered Registered Share Price tion Fee
- -------------------------------------------------------------------------------
Common Stock, par value
$.01 per share ("CPI
Common Stock"), of
Corporate Property
Investors, Inc. ("CPI")
paired with 1/10th of a
share ("CRC Common Stock"),
of Corporate Realty
Consultants, Inc. ("CRC")... 62,835(1) $120.50(2) $ 7,571,617.50(2)
- -------------------------------------------------------------------------------
CPI Common Stock paired
with 1/10th of a share of
CRC Common Stock............ 160,368(1) $138.83(2) $22,263,889.44(2)
- -------------------------------------------------------------------------------
CPI Common Stock paired
with 1/10th of a share of
CRC Common Stock............ 463,116(3) $164.50(4) $ 76,182,582(4) $32,162.67
===============================================================================
(1) Shares issuable pursuant to the 1993 Share Option Plan of CPI (the "CPI
Option Plan"). Following the merger of a substantially wholly owned
subsidiary of CPI with and into Simon DeBartolo Group, Inc. ("SDG")
pursuant to an Agreement and Plan of Merger (the "Merger Agreement") dated
as of February 18, 1998, among SDG and CPI and CRC, each option to
purchase one share of CPI Common Stock will be converted into an option to
purchase approximately 5.4 shares of Common Stock, par value $.0001 per
share, of Simon Property Group, Inc. ("SPG Common Stock") each paired with
1/100th of a share of Common Stock, par value $.0001 per share, of SPG
Realty Consultants, Inc. in accordance with the anti-dilution provisions
of the CPI Option Plan. Pursuant to Rule 416 under the Securities Act of
1933 (the "Securities Act"), any additional shares issued pursuant to such
anti-dilution provisions shall also be deemed registered.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 (h)(1) under the Securities Act based on a weighted
average of the exercise price of options to purchase CPI Common Stock
issued under the 1993 Share Option Plan of Corporate Property Investors,
Inc.
(3) Shares registered for resale hereunder.
(4) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(b) under the Securities Act based upon the terms of
the Merger Agreement by adding (i) the average of the high and low sales
price per share of the Common Stock of SDG on the New York Stock Exchange
on September 17, 1998, multiplied by 2.0818; (ii) $90; and (iii) $19, the
liquidation preference of the Series B Preferred Stock of SPG to be issued
in connection with the Merger.
===============================================================================
PROSPECTUS
CORPORATE PROPERTY INVESTORS, INC.
(to be renamed Simon Property Group, Inc.)
CORPORATE REALTY CONSULTANTS, INC.
(to be renamed SPG Realty Consultants, Inc.)
463,116 shares of Common Stock
of Corporate Property Investors, Inc.
each paired with 1/10th of a share of Common Stock
of Corporate Realty Consultants, Inc.
This Prospectus covers the offering for resale of
shares (the "Shares") of Common Stock, par value $.01 per
share, of Corporate Property Investors, Inc. ("CPI"), to be
renamed Simon Property Group, Inc. ("SPG") upon consummation
of the merger (the "Merger") of a substantially wholly owned
subsidiary of CPI with and into Simon DeBartolo Group, Inc.
("SDG"), paired with Common Stock, par value $.10 per share,
of Corporate Realty Consultants, Inc. ("CRC"), to be renamed
SPG Realty Consultants, Inc. ("SRC") upon consummation of the
Merger, by the Selling Stockholders named herein under
"Selling Stockholders", who acquired their Shares pursuant to
the Employee Share Purchase Plan of Corporate Property
Investors, Inc. Neither CPI nor CRC will not receive any
proceeds from the sale of the Shares covered by this
Prospectus.
The Shares will be listed on the New York Stock
Exchange under the symbol "SPG" upon consummation of the
Merger. Prior to the Merger, the Shares are neither listed on
any exchange nor traded on any quotation system.
Following the Merger, the shares covered by this
Prospectus may be offered for sale from time to time on the
New York Stock Exchange or otherwise, at prices then
obtainable.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
----------
The date of this Prospectus is September 22, 1998
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED
BY CPI OR CRC TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN AS CONTAINED IN CONNECTION WITH
THE OFFERING DESCRIBED HEREIN. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER OR A SOLICITATION WITHIN ANY STATE TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
AVAILABLE INFORMATION
CPI and CRC are subject to the informational
requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith
file reports, proxy and information statements and other
information with the Securities and Exchange Commission (the
"Commission"). Such reports and other information can be
inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Regional Offices of the Commission at 7 world Trade Center,
13th Floor, New York, New York 10048 and Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies of such material can be obtained by mail
from the Public Reference Section of the Commission at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates. The Commission maintains a
Web site (htt://www.sec.gov) that contains reports, proxy and
information statements and other materials that are filed
through the Commission's Electronic Data Gathering, Analysis
and Retrieval (EDGAR) system. In addition, following the
consummation of the Merger which is anticipated to occur on
September 24, 1998, the Shares will be listed on the NYSE,
and SPG will be required to file reports, proxy and
information statements and other information with the NYSE.
These documents can be inspected at the principal office of
the NYSE, 11 Wall Street, New York, New York 10005.
CPI and CRC have filed with the Commission a
Registration Statement on Form S-8 (including any amendments
or supplements thereto, the "Registration Statement") under
the Securities Act with respect to the Shares offered hereby.
This Prospectus, which forms a part of the Registration
Statement, does not contain all the information set forth in
the Registration Statement, certain parts of which have been
omitted in accordance with the rules and regulations of the
Commission. Statements contained herein concerning the
provisions of such documents are not necessarily complete
and, in each instance, reference is made to the copy of such
document filed as an exhibit to the
Registration Statement or otherwise filed with the
Commission. Each such statement is qualified in its entirety
by such reference. The Registration Statement and the
exhibits thereto can be inspected and copied at the public
reference facilities and regional offices referred to above.
INCORPORATION BY REFERENCE
CPI and CRC hereby incorporate in this Prospectus
by reference the joint Registration Statement of CPI and CRC
on Form S-4 filed with the Commission on August 13, 1998.
All documents filed by CPI or CRC pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Prospectus and prior to the
termination of this offering shall be deemed to be
incorporated in this Prospectus by reference and to be a part
hereof from the respective dates of the filing of such
documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained
herein or in any subsequently filed document which also is,
or is deemed to be, incorporated by reference herein,
modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so
modified or superseded, to constitute part of this
Prospectus.
CPI and CRC hereby undertake to provide without
charge to each person to whom a copy of this Prospectus has
been delivered, upon the written or oral request of any such
person, a copy of any and all of the documents referred to
above which have been or may be incorporated in this
Prospectus by reference, other than exhibits to such
documents which are not specifically incorporated by
reference into such documents. Prior to the effective time of
the Merger, requests for such copies should be directed to
William J. Lyons, Secretary, Corporate Property Investors,
Inc., Three Dag Hammarskjold Plaza, 305 East 47th Street, New
York, New York 10017. After the effective time of the Merger,
requests for such copies should be directed to James M.
Barkley, Secretary, Simon Property Group, Inc., 115 West
Washington Street, Indianapolis, Indiana 46204.
SELLING STOCKHOLDERS
Set forth below for each of the Selling
Stockholders is the number of Shares that may be sold by such
Selling Stockholder hereunder. All Selling
Stockholders are current or former employees of CPI or CRC,
or family members of such employees, and all such Shares were
acquired pursuant to the Employee Share Purchase Plan of CPI.
No Selling Stockholder will own more than 1% of the
outstanding Shares upon completion of this offering. All
Shares being offered by Selling Stockholders pursuant to this
Prospectus are currently subject to liens for loans in
connection with the purchase of such Shares by such Selling
Stockholders. Such loans must be repaid and the liens removed
prior to any sale of such Shares to be sold pursuant to this
Prospectus. See "Plan of Distribution."
Name of Number of
Selling Stockholder and Shares Owned by Number of Shares
Position Selling Stockholder to be Offered by
with CPI Prior to Selling
or CRC(1) September 22, 1998 Stockholder
Alfred K. Barr ..................... 3,500 3,500
Elizabeth Behnke ................... 644 325
Daniel J. Cohen .................... 6,453 6,250
Richard H. Davis ................... 5,267 5,189
Disque D. Deane .................... 130,690 95,000
Nick Dialynas ...................... 5,500 5,500
Michael K. Elleman ................. 1,000 1,000
Donald E. Faughnan ................. 5,000 5,000
Martin G. Fell
Senior Vice President of
CPI and CRC ...................... 13,610 13,500
Deborah Georgetti .................. 500 500
Marshall Goldstein ................. 1,000 1,000
Warren G. Hamer .................... 500 500
Michael L. Johnson
Chief Financial Officer and
Senior Vice President of CPI
and CRC .......................... 12,500 12,500
Marvin and Sang Nyo Lifschitz ...... 14,733 14,733
Marian Lowenfish ................... 2,500 2,500
Robert Lowenfish ................... 7,500 7,500
Robert and Marian Lowenfish ........ 250 250
William J. Lyons ................... 13,651(2) 13,289
Anna T. Lyons ...................... 7,778 7,778
David Lawrence and Cathy Jo
Mack ............................... 2,000 2,000
David L. Mack ...................... 9,528(3) 9,000
Joseph Maggiore .................... 4,779 4,500
Michael J. Maloney
Senior Vice President of
CPI and CRC ...................... 16,500 16,500
Hans C. Mautner
Chairman of the Board,
Chief Executive Officer
and Director of CPI and CRC ...... 133,767 130,000
James O'Brien ...................... 5,500 5,500
Daniel Palmieri .................... 9,830 7,000
Harold E. Rolfe .................... 3,200 3,200
Robert J. Ross ..................... 7,900 7,900
Harvey Rudman ...................... 12,026 11,435
William R. Russell, III ............ 6,000 6,000
James Selonick ..................... 9,672 9,500
Mark S. Ticotin
President of CPI and CRC ......... 22,000 22,000
Bruce S. and Lori M. Tobin ......... 3,200 3,200
Lori M. Tobin ...................... 14,300 14,300
Patricia Vitelli ................... 1,500 1,500
Name of Number of
Selling Stockholder and Shares Owned by Number of Shares
Position Selling Stockholder to be Offered by
with CPI Prior to Selling
or CRC(1) September 22, 1998 Stockholder
John J. and Corrine Walker ............ 4,267 4,267
Lois Weiss ............................ 3,000 3,000
Clelia LeBoutillier Zacharias ......... 5,000 5,000
Thomas E. Zacharias ................... 1,500 1,500
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(1) Title of position with CPI or CRC listed for directors
and executive officers only.
(2) Includes 362 Shares held by William J. Lyons as
Custodian for William J. Lyons III.
(3) Includes an aggregate 528 Shares held by David Lawrence
Mack as Custodian for Joshua David Mack, Megan Joan Mack
and Ryan T. Mack.
PLAN OF DISTRIBUTION
Neither CPI nor CRC is aware of any plan of
distribution with respect to Selling Stockholders.
Distribution of the Shares by the Selling Stockholders may be
effected from time to time in one or more transactions (which
may involve block transactions) (i) after the effective time
of the Merger, on the New York Stock Exchange, (ii) in the
over-the-counter market, (iii) in transactions otherwise than
on such exchange or in the over- the-counter market or (iv)
in a combination of any such transactions. Such transactions
may be effected by the Selling Stockholders at market prices
prevailing at the time of sale, at prices related to such
prevailing market prices, at negotiated prices or at fixed
prices. The Selling Stockholders may effect such transactions
by selling Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of
discounts or commissions from the Selling Stockholders and
may receive commissions from the purchasers of Shares for
whom they may act as agent. All Shares being offered by
Selling Stockholders pursuant to this Prospectus are
currently subject to liens for loans in connection with the
purchase of such Shares by such Selling Stockholders. Such
loans must be repaid and the liens removed prior to any sale
of such Shares to be sold pursuant to this Prospectus. The
amount of Shares to be reoffered or resold pursuant to this
Prospectus by each Selling Stockholder and any other person
with whom he or she is acting in concert for the purpose of
selling securities of CPI or CRC, may not exceed, during any
three-month period, the amount specified in Rule 144(e) of
the Securities Act.
EXPERTS
The audited financial statements and schedule of
SDG incorporated by reference in this Registration Statement
have been audited, and the pro forma combined condensed
balance sheet as of December 31, 1997 and the pro forma
combined condensed statement of operations for the year ended
December 31, 1997 of SPG incorporated by reference in this
Registration Statement, have been examined by Arthur Andersen
LLP, independent public accountants, as indicated in their
reports with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm
as experts in giving said reports.
The audited financial statements of CPI and CRC at
December 31, 1997 and 1996, and for each of the three years
in the period ended December 31, 1997 incorporated by
reference in this Registration Statement have been audited by
Ernst & Young LLP, independent auditors, as set forth in
their reports incorporated by reference herein, and are
included in reliance upon such reports given upon the
authority of such firm as experts in accounting and auditing.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The joint Registration Statement of Corporate
Property Investors, Inc., a Delaware corporation ("CPI"), and
Corporate Realty Consultants, Inc., a Delaware corporation
("CRC"), on Form S-4 filed with the Securities and Exchange
Commission (the "SEC") on August 13, 1998 is hereby
incorporated by reference herein.
In addition, all documents subsequently filed by
CPI or CRC pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of
filing of such documents.
Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed,
except as so modified or supersede, to constitute a part of
this Registration Statement.
Item 4. Description of Securities.
Terms of CPI Common Stock and CRC Common Stock
The following is a description of the securities
being registered pursuant to this Registration Statement by
CPI and CRC prior to the merger (the "Merger") of a
substantially wholly owned subsidiary of CPI with and into
Simon DeBartolo Group, Inc. ("SDG") pursuant to an Agreement
and Plan of Merger dated as of February 18, 1998, among SDG
and CPI and CRC (the "Merger Agreement"):
The title of the securities being registered by CPI
pursuant to this Registration Statement is the Common Stock,
par value $.01 per share, of CPI (the "CPI Common Stock"),
and the title of the securities being registered by CRC
pursuant to this Registration Statement is the Common Stock,
par value $.10 per share, of CRC (the "CRC Common
Stock"). Each share of CPI Common Stock is paired with a
related beneficial interest in 1/10th of a share of CRC
Common Stock. All outstanding CRC Common Stock is held in
trust (the "CRC Trust") for the ratable benefit of holders of
CPI Common Stock or in trust (the "CRC Trust II" and,
together with the CRC Trust, the "CRC Trusts") for the
ratable benefit of holders of the 6.50% First Series
Preferred Stock, par value $1,000 per share, of CPI (the "CPI
First Series Preferred Stock") in proportion to the number of
shares of CPI Common Stock or CPI First Series Preferred
Stock held by them pursuant to a Trust Agreement dated as of
October 30, 1979, among the stockholders of CPI, CRC and
First Jersey National Bank as trustee (the "Common Stock
Trust Agreement"), and a Trust Agreement dated as of August
26, 1994, among the holders of the CPI First Series
Preference Shares, CRC and Bank of Montreal Trust Company as
trustee (the "Preference Shares Trust Agreement" and,
together with the Common Stock Trust Agreement, the "Trust
Agreements"), respectively. All currently outstanding shares
of CPI Common Stock and CRC Common Stock being registered
hereby are, and all shares of CPI Common Stock and CRC Common
Stock issued upon the exercise of options pursuant to the
1993 Share Option Plan of CPI will be, fully paid and
non-assessable.
Dividends
Subject to applicable law and the rights of the
holders of shares of CPI First Series Preferred Stock or any
other class or series of stock having a preference over or
the right to participate with the shares of CPI Common Stock
with respect to the payment of dividends, dividends may be
declared and paid on the CPI Common Stock at such times and
in such amounts as the Board of Directors of CPI in its
discretion may determine.
Subject to applicable law, dividends may be
declared and paid on CRC Common Stock. The Trust Agreements
provide that all cash dividends and other assets received by
the trustee for the relevant CRC Trust, exclusive of shares
of stock, warrants and rights to purchase shares of stock, of
CRC, will be distributed currently by such trustee to the
beneficiaries of the CRC Trust in proportion to the
respective number of shares of CPI Common Stock and CPI First
Series Preferred Stock held by such stockholder.
Conversion; Sinking Fund; Preemption Rights;
Redemption
Neither the CPI Common Stock nor the CRC Common
Stock is convertible. Holders of shares of CPI Common Stock
and CRC Common Stock have no sinking fund rights' redemption
rights or preemptive rights to subscribe for any securities
of CPI or CRC.
Voting Rights; Classification of Board of Directors
Holders of shares of CPI Common Stock are entitled
to one vote for each such share upon all questions presented
to the stockholders; provided that, except as otherwise
required by law, the holders of CPI Common Stock are not
entitled to vote on certain amendments to CPI's Certificate
of Incorporation that relate solely to the terms of the CPI
First Series Preferred Stock. The affirmative vote of the
holders of a majority in voting power of the stock of CPI is
required to increase or decrease the number of authorized
shares of CPI Common Stock. The affirmative vote of the
holders of at least 80% of the voting power of the then
outstanding shares of capital stock of CPI entitled to vote
generally in the election of directors ("Voting Stock") is
required for the stockholders to alter, amend or repeal any
provision of CPI's By-laws or to adopt any new By-law, or to
amend the provisions of CPI's Certificate of Incorporation
establishing such requirement. The affirmative vote of the
holders of at least 80% of the voting power of the then
outstanding Voting Stock is also required to remove a CPI
director from office for cause, to amend certain provisions
of CPI's Certificate of Incorporation with respect to the
number, term and election of directors and the provisions
relating the amendments to CPI's Certificate of
Incorporation.
Holders of shares of CRC Common Stock are entitled
to one vote for each such share upon all questions presented
to the stockholders. Neither the holders of CPI Common Stock
nor the holders of CRC Common Stock have cumulative voting
rights.
CPI's Board of Directors is divided into three
classes, designated Class I, Class II and Class III. Each
class consists, as nearly as possible, of one-third of the
total number of directors constituting the entire CPI Board
of Directors. The initial term of the Class I directors
expires in 1999, the initial term of the Class II directors
expires in 2000 and the initial term of the Class III
directors expires in 2001. CRC's Board of Directors is not
classified.
Liquidation Rights
Upon the dissolution, liquidation or winding up of
CPI, subject to the rights of the holders of CPI First Series
Preferred Stock or any other class or series having a
preference over or the right to participate with the CPI
Common Stock with respect to the distribution of CPI's assets
upon such dissolution, liquidation or winding up of CPI, the
holders of shares of CPI Common Stock will be entitled to
receive the assets of CPI available for distribution to its
stockholders ratably in proportion to the number of shares
held by them.
Upon the dissolution of CPI, the CRC Trusts will
terminate and the assets of such trusts will be transferred
and assigned to the beneficiaries of such CRC Trust.
Restrictions on Alienability
Each of the Trust Agreements provides that the
beneficial interest of the shares of CRC Common Stock held in
trust is not transferable separately but only by and as part
of a transfer of shares of CPI Common Stock or CPI First
Series, and every sale or transfer of CPI Common Stock or CPI
First Series Preferred Stock is required to include all or a
proportionate part of such transferor's beneficial interest
in the shares of stock of CRC or in any other assets held in
the CRC Trust.
Terms of Simon Group Common Stock and SPG Common Stock
The following is a description of the terms of the
securities being registered hereby from and after the Merger:
At the effective time of the Merger, (i) CPI will
be renamed Simon Property Group, Inc. ("Simon"), (ii) CRC
will be renamed SPG Realty Consultants, Inc. ("SPG"), (iii)
each share of CPI Common Stock will be converted into one
share of Common Stock, par value $.0001 per share, of Simon
("Simon Common Stock") and (iv) each share of Simon Common
Stock will be paired with a beneficial interest in 1/100th of
a share of Common Stock, par value $.0001 per share, of SPG
("SPG Common Stock"). Each share of Simon Common Stock and
SPG Common Stock will be fully paid and non-assessable.
Dividends
Subject to preferential rights of holders of
Preferred Stock, par value $.0001 per share, of Simon ("Simon
Preferred Stock"), the holders of Simon Common Stock will be
entitled to receive ratably, together with the holders of
Class B Common Stock, par value $.0001 per share, of Simon
("Simon Class B Common Stock") and Class C Common Stock, par
value $.0001 per share, of Simon ("Simon Class C Common
Stock"), such dividends as may be declared by the
Simon Board of Directors out of funds legally available
therefor.
The Board of Directors of SPG will be permitted to
declare dividends or other distributions on the SPG Common
Stock at such times and in such amounts as it deems
advisable. The terms of the Trust Agreements will continue to
apply with respect to the payment of dividends on SPG Common
Stock after the Merger. See "--Terms of CPI Common Stock and
CRC Common Stock--Dividends."
Conversion; Sinking Fund; Preemption Rights;
Redemption
Neither the Simon Common Stock nor the SPG Common
Stock will be convertible. Holders of shares of Simon Common
Stock and SPG Common Stock will have no sinking fund rights,
redemption rights or preemptive rights to subscribe for any
securities of Simon or SPG.
Voting Rights; Classification of Board of Directors
Holders of Simon Common Stock will be entitled to
one vote for each share held of record on all matters
submitted to a vote of the stockholders, other than the
election of directors elected exclusively by the holders of
Simon Class B Common Stock and the election of directors
elected exclusively by the holders of Simon Class C Common
Stock. The Restated Certificate of Incorporation of Simon
will provide that, subject to any separate rights of holders
of Simon Preferred Stock, any vacancies on the Simon Board of
Directors resulting from death, disability, resignation,
retirement, disqualification, removal from office, or other
cause will be filled by a vote of the stockholders or a
majority of the directors then in office. The Restated
Certificate of Incorporation of Simon also provides that,
subject to the right of holders of any class or series
separately entitled to elect one or more directors, if any
such right has been granted, directors may be removed with or
without cause upon the affirmative vote of holders of at
least a majority of the voting power of all the then
outstanding shares entitled to vote generally in the election
of directors, voting together as a single class. Holders of
Simon Common Stock will have no right to cumulative voting
for the election of directors.
Pursuant to the Restated Certificate of
Incorporation of Simon and subject to certain exceptions,
Simon directors will be elected by each of three classes of
Simon Common Stock for one year terms. The holders of Simon
Class B Common Stock will be entitled to elect four directors
of Simon, unless their portion of the aggregate
equity interest of Simon decreases to less than 50% of the
amount that they owned as of August 9, 1996, in which case
they will be entitled to elect only two directors of Simon.
The holders of Simon Class C Common Stock will be entitled to
elect two directors of Simon, unless their portion of the
aggregate equity interest of Simon decreases to less than 50%
of the amount that they owned as of August 9, 1996, in which
case they will be entitled to elect only one director of
Simon. The remainder of the Simon directors will be elected
by holders of Simon Common Stock.
Each share of SPG Common Stock will have one vote.
Directors of SPG may be removed from office at any time, with
or without cause, by the affirmative vote of the holders of
at least a majority of the combined voting power of all
classes of shares of capital stock of SPG entitled to vote in
the election for directors voting together as a single class.
Shares of SPG Common Stock will have no cumulative voting
rights.
Liquidation Rights
If Simon is liquidated, subject to the rights of
the holders of Simon Preferred Stock (including any excess
preferred stock of Simon into which shares of such series has
been converted) to receive preferential distributions, each
outstanding share of Simon Common Stock will be entitled to
participate pro rata, together with holders of Simon Class B
Common Stock and Simon Class C Common Stock, including shares
of Excess Common Stock, par value $.0001 per share, of Simon,
if any, in the assets remaining after payment of, or adequate
provision for, all known debts and liabilities of Simon.
Restrictions on Alienability
Each of the Trust Agreements provides that the
beneficial interest of the shares of SPG Common Stock held in
trust will not be transferable separately but only by and as
part of a transfer of shares of Simon Common Stock or certain
other classes of capital stock of Simon, and every sale or
transfer of Simon Common Stock is required to include all or
a proportionate part of such transferor's beneficial interest
in the shares of stock of SPG or in any other assets held in
the CRC Trust.
Ownership Limitations
The Restated Certificate of Incorporation of Simon
contains certain restrictions on the number of shares of
capital stock of Simon (including the Simon Common Stock)
that individual stockholders may own in order for Simon to
qualify as a real estate investment trust under the Internal
Revenue Code of 1986, as amended (the "Code"). The Restated
Certificate of Incorporation of Simon will provide that,
subject to certain specified exceptions, no stockholders may
own or be deemed to own by virtue of the attribution
provisions of the Code, more than the ownership limit (the
"Ownership Limit"), which is equal to 8% (18% in the case of
members of the immediate family and other lineal descendants
of Melvin Simon, Herbert Simon and David Simon) of any class
of capital stock of Simon (calculated based on the lower of
outstanding shares, voting power or value). In the event of a
purported transfer or other event that would, if effective,
result in the ownership of shares of stock in violation of
the Ownership Limit, such transfer or other event with
respect to that number of shares that would be owned by the
transferee in excess of the Ownership Limit would be deemed
void ab initio and the intended transferee would acquire no
rights in such shares of stock. The Restated Certificate of
Incorporation of Simon will also provide that in the event of
a purported issuance or transfer that would, if effective,
result in Simon being beneficially owned by fewer than 100
persons, such issuance or transfer would be deemed null and
void ab initio, and the intended transferee would acquire no
rights to the stock.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of CPI Common Stock and
CRC Common Stock offered hereby has been passed upon by
Cravath, Swaine & Moore, New York, New York. Certain
partners of Cravath, Swaine & Moore (or trusts for the
benefit of their families) owned, as of May 13, 1998, an
aggregate of 24,729 shares of CPI Common Stock and related
beneficial interests in CRC Common Stock.
Item 6. Indemnification of Directors and Officers.
The Certificate of Incorporation and the By-laws of
CPI provide that a director of CPI will not be personally
liable to CPI or its stockholders for monetary damages for
breach of fiduciary duty as a CPI director to the fullest
extent permitted by the General Corporation Law of the State
of Delaware (the "DGCL") or by any other applicable law. The
Certificate of Incorporation and By-laws of CPI also provide
that if the DGCL is amended to authorize corporate action
further eliminating or limiting the liability of directors,
then a director of CPI, in addition to the circumstances in
which he is not liable immediately prior to such amendment,
shall be free of liability to the fullest
extent permitted by the DGCL as so amended. CPI's By-laws
limit the rights of CPI directors and officers to receive
indemnification in connection with proceedings initiated by
directors or officers of CPI to only those cases where such
proceeding was authorized by CPI's Board of Directors or is a
proceeding to enforce such person's claim to indemnification
pursuant to the rights granted by CPI's By- laws. CPI's
By-laws also provide that CPI shall pay the expenses incurred
by such person in defending any such proceeding in advance of
its final disposition upon receipt (unless CPI upon
authorization of the CPI Board of Directors waives such
requirement to the extent permitted by applicable law) of an
undertaking by or on behalf of such person to repay such
amount if it shall ultimately be determined that such person
is not entitled to be indemnified by CPI.
CRC's By-laws require CRC to indemnify, to the
fullest extent permitted by law, any CRC director or officer
made, or threatened to be made, a party to an action, suit,
or proceeding (whether civil, criminal, administrative, or
investigative) by reason of the fact that he is or was a
director, officer or employee of CRC or serves or served any
other enterprise at the request of CRC.
Because CPI and CRC are Delaware corporations,
their directors and executive officers have certain rights to
indemnification under Delaware law in addition to those
described above. The DGCL generally permits indemnification
for expenses incurred in the defense or settlement of third-
party actions or action by or in right of the corporation,
and for judgments in third party actions, provided there is a
determination by directors who were not parties to the
action, or if directed by such directors, by independent
legal counsel or by a majority vote of a quorum of the
stockholders, that the person seeking indemnification acted
in good faith and in a manner reasonably believed to be in,
or not opposed to, the best interests of the corporation, or
in a criminal proceeding that the person had no reason to
believe his or her conduct to be unlawful. Without court
approval, however, no indemnification may be made in respect
of any action by or in right of the corporation in which such
person is adjudged liable. The DGCL states that the
indemnification provided by statute shall not be deemed
exclusive of any rights under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise. The
liability of officers may not be eliminated or limited under
Delaware law.
Both CPI and CRC carry liability insurance for
their directors and officers.
Item 7. Exemption from Registration Claimed.
CPI and CRC have issued and sold an aggregate
463,116 shares of CPI Common Stock paired with related
beneficial interests in CRC Common Stock pursuant to the
Employee Share Purchase Plan of CPI to certain employees of
CPI and CRC and their families who may sell shares pursuant
to the Prospectus contained herein. The issuances were deemed
to be exempt from registration under the Securities Act
pursuant to Section 4(2) thereof as transactions that did not
involve any public offering. The CPI and CRC employees and
family members to whom such shares were issued were provided
with adequate information about CPI and CRC.
Item 8. Exhibits.
4.1 Trust Agreement, dated as of October 30, 1979, among
holders of CPI Common Stock and CRC and First Jersey
National Bank, as Trustee. (Incorporated by reference to
the Registration Statement on Form S-4 filed by CPI and
CRC August 13, 1998, Exhibit 4.7).
4.2 Trust Agreement, dated as of August 26, 1994, among the
holders of the 6.50% First Series Preference Shares of
CPI, CRC and Bank of Montreal Trust Company, as Trustee.
(Incorporated by reference to the Registration Statement
on Form S-4 filed by CPI and CRC August 13, 1998,
Exhibit 4.8).
5.1 Opinion of Cravath, Swaine & Moore.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Cravath, Swaine & Moore (included in the
opinion filed as Exhibit 5.1).
24.1 Power of Attorney.
Item 9. Undertakings.
The undersigned Registrants hereby undertake:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement to include any material information
with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information in the Registration Statement;
(2) That, for the purpose of determining liability
under the Securities Act of 1933, each such post- effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
The undersigned Registrants hereby undertake that,
for purposes of determining any liability under the
Securities Act of 1933, each filing of each of the
Registrant's annual reports pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in
the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
Registrants pursuant to the foregoing provisions, or
otherwise, the Registrants have been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other
than the payment by the Registrants of expenses incurred or
paid by a director, officer or controlling person of the
Registrants in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrants will, unless in the opinion of
their counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, the Registrants certify that they have reasonable
grounds to believe that they meet all of the requirements for
filing on Form S-8 and have duly caused this Registration
Statement to be signed on their behalf by the undersigned,
thereunto duly authorized in the City of New York, State of
New York, September 22, 1998.
CORPORATE PROPERTY INVESTORS, INC.
By: /s/ Michael L. Johnson
------------------------------
Michael L. Johnson
Chief Financial Officer
and Senior Vice President
CORPORATE REALTY CONSULTANTS, INC.
By: /s/ Michael L. Johnson
------------------------------
Michael L. Johnson
Chief Financial Officer
and Senior Vice President
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed below by
the following persons, in their capacities at Corporate
Property Investors, Inc. and on the dates indicated.
Signature Title Date
* Chairman of the Board, Chief September 22, 1998
- ------------------------- Executive Officer and Director
Hans C. Mautner (Principal Executive Officer)
/s/ Michael L. Johnson Chief Financial Officer and September 22, 1998
- ------------------------ Senior Vice President (Principal
Michael L. Johnson Financial Officer)
/s/ Daniel J. Cohen Vice President and Controller September 22, 1998
- ------------------------ (Principal Accounting Officer)
Daniel J. Cohen
- ------------------------ Director September 22, 1998
Abdlatif Y. Al-Hamad
- ------------------------ Director September 22, 1998
Saleh F. Alzouman
* Director September 22, 1998
- -----------------------
Robert E. Angelica
* Director September 22, 1998
- -----------------------
Gilbert Butler
* Director September 22, 1998
- -----------------------
David P. Feldman
- ------------------------ Director September 22, 1998
Andrea Geisser
* Director September 22, 1998
- -----------------------
Damon Mezzacappa
* Director September 22, 1998
- -----------------------
S. Lawrence Prendergast
* Director September 22, 1998
- ------------------------
Daniel Rose
* Director September 22, 1998
- ------------------------
Dirk van den Bos
* Director September 22, 1998
- ------------------------
Jan H.W.R. van der Vlist
*By /s/ Michael L. Johnson
-----------------------
Michael L. Johnson
Attorney-in-fact
pursuant to a power
of attorney filed
herewith as part of this
Registration Statement
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed below by
the following persons, in their capacities at Corporate
Realty Consultants, Inc. and on the dates indicated.
Signature Title Date
* Chairman of the Board, Chief September 22, 1998
- ------------------------ Executive Officer and Director
Hans C. Mautner (Principal Executive Officer)
/s/ Michael L. Johnson Chief Financial Officer and September 22, 1998
- ------------------------ Senior Vice President (Principal
Michael L. Johnson Financial Officer)
/s/ Daniel J. Cohen Vice President and Controller September 22, 1998
- ------------------------ (Principal Accounting Officer)
* Director September 22, 1998
- -----------------------
David P. Feldman
- ------------------------ Director September 22, 1998
Andrea Geisser
*By /s/ Michael L. Johnson
Michael L. Johnson
Attorney-in-fact
pursuant to a power
of attorney filed
herewith as part of this
Registration Statement
EXHIBIT INDEX
Exhibit No.
4.1 Trust Agreement, dated as of October 30, 1979, among
holders of CPI Common Stock and CRC and First Jersey
National Bank, as Trustee. (Incorporated by reference to
the Registration Statement on Form S-4 filed by CPI and
CRC August 13, 1998, Exhibit 4.7).
4.2 Trust Agreement, dated as of August 26, 1994, among the
holders of the 6.50% First Series Preference Shares of
CPI, CRC and Bank of Montreal Trust Company, as Trustee.
(Incorporated by reference to the Registration Statement
on Form S-4 filed by CPI and CRC August 13, 1998,
Exhibit 4.8).
5.1 Opinion of Cravath, Swaine & Moore.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Cravath, Swaine & Moore (included in the
opinion filed as Exhibit 5.1).
24.1 Power of Attorney.
EXHIBIT 5.1
[Letterhead of]
CRAVATH, SWAINE & MOORE
[New York Office]
September 22, 1998
Corporate Property Investors, Inc.
Corporate Realty Consultants, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Corporate Property
Investors, Inc., a Delaware corporation ("CPI"), and
Corporate Realty Consultants, Inc., a Delaware corporation
("CRC"), in connection with the registration by CPI and CRC
under the Securities Act of 1933 (the "Act") of 686,319
shares of Common Stock, par value $.01 per share, of CPI (the
"CPI Common Stock"), each paired with 1/10th of a share of
Common Stock, par value $.10 per share, of CRC (the "CRC
Common Stock"), pursuant to a registration statement on Form
S-8 (the "Registration Statement") to which this opinion is
being filed as an exhibit. 223,203 of such shares of CPI
Common Stock and CRC Common Stock (collectively, the "Common
Stock") are proposed to be issued pursuant to the 1993 Share
of Option Plan of Corporate Property Investors, Inc. (the
"Option Plan"). The remaining 463,116 of such shares of
Common Stock were issued under the Employee Share Purchase
Plan of Corporate Property Investors, Inc. (the "Share
Purchase Plan") and are being resold pursuant to a Prospectus
included in the Registration Statement.
In that connection, we have examined originals, or
copies certified or otherwise identified to our satis-
faction, of such documents, corporate records and other
instruments as we have deemed necessary or appropriate for
the purposes of this opinion, including (a) the Certificate
of Incorporation of CPI; (b) the By-laws of CPI; (c) the
Certificate of Incorporation of CRC; (d) the By-laws of CRC;
(d) the Option Plan; and (e) the Share Purchase Plan.
Based upon the foregoing, we are of the opinion
that (i) the shares of Common Stock issued pursuant to the
Share Purchase Plan are duly authorized, validly issued,
fully paid and nonassessable and (ii) when the shares of
Common Stock are issued in accordance with the terms of the
Option Plan, the shares of Common Stock issued pursuant to
such Option Plan will be duly authorized, validly issued,
fully paid and nonassessable.
We are admitted to practice in the State of New
York, and we express no opinion as to matters governed by any
laws other than the laws of the State of New York, the
General Corporation Law of the State of Delaware and the
Federal laws of the United States of America.
We hereby consent to the inclusion of this opinion
as an exhibit to the Registration Statement and to the
reference to us under the caption "Interests of Named Experts
and Counsel" in the Registration Statement.
Very truly yours,
/s/ Cravath, Swaine & Moore
Corporate Property Investors, Inc.
Corporate Realty Consultants, Inc.
Three Dag Hammarskjold Plaza
305 East 47th Street
New York, NY 10017-2391
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our reports dated February
17, 1998 included in Simon DeBartolo Group, Inc.'s Form 10-K/A for the year
ended December 31, 1997, and incorporated by reference in the Joint Proxy
Statement/Prospectus of Simon DeBartolo Group, Inc., Corporate Property
Investors, Inc. and Corporate Realty Consultants, Inc., dated August 13,
1998 (the "Proxy Statement/Prospectus") and to the incorporation by
reference of our examination report dated August 12, 1998, on the pro forma
combined condensed financial statements of Simon Property Group, Inc. and
SPG Realty Consultants, Inc., as of and for the year ended December 31,
1997, included in the Proxy Statement/Prospectus and all references to our
Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
----------------------------
ARTHUR ANDERSEN LLP
Indianapolis, Indiana,
September 17, 1998.
EXHIBIT 23.2
Consent of Independent Auditors
We consent to the reference to our Firm under the caption
"Experts" in the Registration Statement (Form S-8) with
respect to the registration of 223,203 shares of Common Stock
of Corporate Property Investors, Inc. paired with 1/10th of a
share of Common Stock of Corporate Realty Consultants, Inc.
pertaining to the 1993 Share Option Plan of Corporate
Property Investors, Inc. and 463,116 shares of Common Stock
of Corporate Property Investors, Inc. paired with 1/10th of a
share of Corporate Realty Consultants, Inc. pertaining to the
Employee Share Purchase Plan and related Prospectus of
Corporate Property Investors, Inc. and Corporate Realty
Consultants, Inc. and to the incorporation by reference
therein of our reports dated February 5, 1998 (except for the
note, Commitments, Contingencies and Other Comments item (1),
as to which the date is February 19, 1998) relating to
Corporate Property Investors, Inc. and June 30, 1998 relating
to Corporate Realty Consultants, Inc., with respect to the
consolidated financial statements of Corporate Property
Investors, Inc. and Corporate Realty Consultants, Inc.
included in the Proxy Statement of Simon DeBartolo Group,
Inc. that is made part of the Registration Statement (Form
S-4 Nos. 333-61399 and 333-61399-01) and Prospectus of
Corporate Property Investors, Inc. and Corporate Realty
Consultants, Inc. for the year ended December 31, 1997, filed
with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
New York, New York
September 18, 1998
EXHIBIT 24.1
POWER OF ATTORNEY
WHEREAS, Corporate Property Investors, Inc., a
Delaware corporation ("CPI"), and Corporate Realty
Consultants, Inc., a Delaware corporation ("CRC"), propose to
file a Registration Statement on Form S-8 (the "Registration
Statement") promulgated by the Securities and Exchange
Commission under the Securities Act of 1933 (or any successor
or other appropriate form) to register the shares of Common
Stock, par value $.01 per share, of CPI and related
beneficial interests in the Common Stock, par value $.10 per
share, of CRC subject to options under the 1993 Share Option
Plan of CPI, as amended.
NOW THEREFORE, each person whose signature appears
below hereby authorizes and appoints Hans C. Mautner, Mark S.
Ticotin and Michael L. Johnson, and each of them acting
individually, as such person's attorney-in-fact, with full
power of substitution and resubstitution, to sign and file on
such person's behalf individually and in each capacity stated
below any and all amendments (including post-effective
amendments) to the Registration Statement, which amendments
may make such changes in the Registration Statement as such
attorney-in-fact deems appropriate.
Signature Title Date
/s/ Hans C. Mautner Chairman of the Board, Chief September 22, 1998
- ------------------------- Executive Officer and Director
Hans C. Mautner of CPI and CRC (Principal
Executive Officer of CPI and CRC)
/s/ Michael L. Johnson Chief Financial Officer and September 22, 1998
- ------------------------ Senior Vice President of CPI and
Michael L. Johnson CRC (Principal Financial Officer
of CPI and CRC)
/s/ Daniel J. Cohen Vice President and Controller of September 22, 1998
- ------------------------ CPI and CRC (Principal Accounting
Daniel J. Cohen Officer of CPI and CRC)
/s/ Abdlatif Y. Al-Hamad
- ------------------------ Director of CPI September 22, 1998
Abdlatif Y. Al-Hamad
/s/ Saleh F. Alzouman
- ------------------------ Director of CPI September 22, 1998
Saleh F. Alzouman
/s/ Robert E. Angelica Director of CPI September 22, 1998
- -----------------------
Robert E. Angelica
/s/ Gilbert Butler Director of CPI September 22, 1998
- -----------------------
Gilbert Butler
/s/ David P. Feldman Director of CPI and CRC September 22, 1998
- -----------------------
David P. Feldman
/s/ Andrea Geisser Director of CPI and CRC September 22, 1998
- ------------------------
Andrea Geisser
/s/ Damon Mezzacappa Director of CPI September 22, 1998
- -----------------------
Damon Mezzacappa
/s/ S. Lawrence Predergast Director of CPI September 22, 1998
- --------------------------
S. Lawrence Prendergast
/s/ Daniel Rose Director of CPI September 22, 1998
- ------------------------
Daniel Rose
/s/ Dirk van den Bos Director of CPI September 22, 1998
- ------------------------
Dirk van den Bos
/s/Jan H.W.R. van der Vlist Director of CPI September 22, 1998
- ------------------------
Jan H.W.R. van der Vlist
*By /s/ Michael L. Johnson
-----------------------
Michael L. Johnson
Attorney-in-fact
pursuant to a power
of attorney filed
herewith as part of this
Registration Statement