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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) : September 3, 1997
(August 28, 1997)
SIMON DeBARTOLO GROUP, L.P.
(Exact name of registrant as specified in its charter)
Delaware 333-11491 34-1755769
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
115 WEST WASHINGTON STREET
INDIANAPOLIS, INDIANA 46204
(Address of principal executive offices)(Zip Code)
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 August 28, 1997, Simon DeBartolo Group, L.P. commenced a tender offer
to purchase all of the outstanding beneficial interests in The Retail Property
Trust. A copy of the Offer to Purchase for Cash and the Addendum thereto, both
dated August 28, 1997, are attached hereto and incorporated herein as Exhibits
99.1 and 99.2, respectively. A copy of the September 3, 1997 press release
announcing the tender offer is attached hereto as Exhibit 99.3.
Item 7. Financial Statements and Exhibits
Financial Statements:
None
Exhibits:
Exhibit No. Description
- ----------- -----------
99.1 Offer to Purchase for Cash All Outstanding Beneficial Interests
(the "Shares") in The Retail Property Trust
99.2 Addendum to Offer for Purchase
99.3 Press Release dated September 3, 1997
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 thereunto duly authorized.
Dated: September 3, 1997
SIMON DeBARTOLO GROUP, L.P.
By: Simon DeBartolo Group, Inc.
General Partner
By: /s/ James M. Barkley
-------------------------
James M. Barkley,
Secretary/General Counsel
EXHIBIT 99.1
OFFER TO PURCHASE FOR CASH
All Outstanding Beneficial Interests (the "Shares") in
THE RETAIL PROPERTY TRUST
for $17.50
NET PER SHARE
by
SIMON DeBARTOLO GROUP, L.P.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON SEPTEMBER 25, 1997, UNLESS EXTENDED (THE "EXPIRATION DATE").
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS (I) THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE THAT NUMBER OF SHARES
WHICH, TOGETHER WITH SHARES OWNED BY SIMON DEBARTOLO GROUP, L.P. ("SDG") AND
ITS AFFILIATES, CONSTITUTES AT LEAST A MAJORITY OF THE SHARES OUTSTANDING ON
THE EXPIRATION DATE, AND (II) SDG HAVING THE EXCLUSIVE POWER AND AUTHORITY TO
EFFECT A MERGER OF SHOPPING CENTER ASSOCIATES, A NEW YORK GENERAL PARTNERSHIP
("SCA") WITH SDG AND MAKE AND IMPLEMENT ALL "MAJOR DECISIONS" (AS THAT TERM IS
DEFINED IN THE PARTNERSHIP AGREEMENT OF SCA), INCLUDING THE ABILITY TO (A)
DIRECT THE DISPOSITION OF SCA'S ASSETS, AND (B) TERMINATE ANY EXISTING
MANAGEMENT CONTRACTS FOR PROPERTIES OWNED IN WHOLE OR IN PART BY SCA AND ITS
AFFILIATES.
THE OFFER IS NOT CONDITIONED UPON SDG OBTAINING FINANCING.
IMPORTANT INFORMATION
Any holder desiring to tender Shares should complete and sign the enclosed
Letter of Transmittal (or a facsimile thereof) in accordance with the
instructions in the Letter of Transmittal, and deliver it and any other
required documents to the First Chicago Trust Company of New York (the
"Depositary"), together with such Shares (or tender such Shares pursuant to the
procedure for book-entry transfer set forth under the caption "THE
OFFER_Procedure for Tendering Shares"). A holder who has Shares registered in
the name of a broker, dealer, commercial bank, trust company or other nominee
must contact such broker, dealer, commercial bank, trust company or other
nominee if he desires to tender such Shares and request such nominee to effect
the transaction on his behalf.
Any holder who desires to tender Shares and whose Shares are not immediately
available, or who cannot otherwise deliver such Shares and any other required
documents to the Depositary by the Expiration Date, or who cannot timely comply
with the procedure for book-entry transfer, may tender such Shares pursuant to
the guaranteed delivery procedure set forth under the caption "THE
OFFER_Procedure for Tendering Shares_Guaranteed Delivery."
Questions and requests for assistance or for additional copies of this Offer to
Purchase or the accompanying Letter of Transmittal may be directed to the
Dealer Manager at the address and telephone number set forth on the last page
of this Offer to Purchase.
The Dealer Manager for the Offer is:
MERRILL LYNCH & CO.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION IN CONNECTION WITH THE OFFER, OTHER THAN THOSE CONTAINED HEREIN
OR IN THE ACCOMPANYING LETTER OF TRANSMITTAL. IF MADE OR GIVEN, SUCH
RECOMMENDATION OR ANY SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY SDG.
The date of this Offer to Purchase is August 28, 1997.
Table Of Contents
Page
SUMMARY 1
The Offer 1
SDG 1
Expiration Date 1
Certain Consequences to Non-Tendering Holders 1
GENERAL INFORMATION 2
Introduction 2
Background of the Offer 2
Purpose of the Offer 4
SDG 4
Source of Funds 5
Impact On Shares Outstanding After the Offer 5
THE OFFER 5
Terms of the Offer 5
Withdrawal Rights 6
Purchase of Shares; Payment of Purchase Price 6
Procedure for Tendering Shares 7
Conditions of the Offer 9
Extension; Termination; Amendments 11
THE DEPOSITARY 11
FEES AND EXPENSES 11
MISCELLANEOUS 12
i
SUMMARY
The following summary is qualified in its entirety by reference to the
detailed information contained elsewhere in this Offer to Purchase. Capitalized
terms not otherwise defined in this summary have the meanings ascribed to them
elsewhere in this Offer to Purchase.
The Offer
Simon DeBartolo Group, L.P., a Delaware limited partnership ("SDG"), is
offering to purchase for cash all of the outstanding beneficial interests (the
"Shares") in The Retail Property Trust, a Massachusetts business trust ("RPT"),
for $17.50 net per Share, in cash, upon the terms and subject to the conditions
set forth in this Offer to Purchase and in the Letter of Transmittal (the
"Offer").
The Offer is designed to maximize value and liquidity for RPT's
shareholders and is being made as a result of, among other things, a
solicitation by the Board of Trustees of RPT, through the financial advisor of
the unaffiliated Trustees of RPT, of expressions of interest concerning a
possible transaction with RPT and Shopping Center Associates, a New York
general partnership ("SCA"), and the desire recently expressed by several of
RPT's significant shareholders to market their holdings.
The Offer is conditioned upon, among other things (i) there being validly
tendered and not withdrawn prior to the Expiration Date that number of Shares
which, together with Shares owned by SDG and its affiliates, constitutes at
least a majority of the Shares outstanding on the Expiration Date, and (ii) SDG
having the exclusive power and authority to effect a merger of SCA with SDG and
to make and implement all "Major Decisions" (as that term is defined in the
partnership agreement of SCA), including the ability to (a) direct the
disposition of SCA's assets and (b) terminate any existing management contracts
for properties owned in whole or in part by SCA and its affiliates.
The Offer is not conditioned upon SDG obtaining financing.
According to RPT's Quarterly Report to Shareholders for the quarter ended
March 31, 1997, there were 38,376,000 Shares outstanding as of March 31, 1997.
As of the date hereof SDG beneficially owns 2,257,562 Shares, representing
approximately 5.9% of the outstanding Shares, excluding treasury Shares. The
Shares beneficially owned by SDG were recently acquired in open market
purchases. See "GENERAL INFORMATION_Background of the Offer."
Consummation of the Offer is subject to certain other conditions described
in this Offer to Purchase. See "THE OFFER_Conditions of the Offer." Subject to
compliance with applicable securities laws and the terms set forth in this
Offer to Purchase, SDG reserves the right (i) to waive any and all conditions
to the Offer, (ii) to extend or to terminate the Offer, and (iii) otherwise to
amend the Offer in any respect. Any such waiver, extension or amendment may be
made by press release or such other means of announcement as SDG deems
appropriate. See "THE OFFER_Terms of the Offer."
SDG
Information regarding SDG is set forth in the following documents (which
documents are annexed hereto as Appendices A and B): (i) SDG's Annual Report
on Form 10-K for the fiscal year ended December 31, 1996; and (ii) SDG's
Quarterly Report on Form 10-Q for the six months ended June 30, 1997.
Expiration Date
The Offer will expire at 12:00 Midnight, New York City time, on September
25, 1997 (the "Expiration Date"), unless and until SDG shall have extended the
period of time during which the Offer is open, in which event the Expiration
Date will be the latest time and date at which the Offer, as so extended by
SDG, expires.
Certain Consequences to Non-Tendering Holders
There is currently a limited trading market for the Shares. The successful
completion of the Offer could result in the trading market for the Shares
becoming more limited, which could adversely affect the liquidity and increase
the volatility of the trading prices of the Shares. See "GENERAL
INFORMATION_Impact on Shares Outstanding After the Offer."
1
GENERAL INFORMATION
Introduction
Simon DeBartolo Group, L.P., a Delaware limited partnership ("SDG"),
hereby offers to purchase for cash all of the outstanding beneficial interests
(the "Shares") in The Retail Property Trust, a Massachusetts business trust
("RPT"), for $17.50 net per Share. The Offer is being made upon the terms and
subject to the conditions set forth in this Offer to Purchase and in the
accompanying Letter of Transmittal.
Tendering holders of Shares will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, transfer taxes on the purchase of Shares pursuant to the Offer.
SDG will pay all fees and expenses of Merrill Lynch & Co., which is acting as
the dealer manager (the "Dealer Manager"), and the First Chicago Trust Company
of New York, which is acting as the depositary (the "Depositary"), in
connection with the Offer.
Holders of Shares who are not holders of Shares on the register therefor
should (i) obtain a properly completed Letter of Transmittal from the
registered holder with signatures guaranteed by an Eligible Institution (as
defined in "THE OFFER_Procedure for Tendering Shares"), (ii) obtain and include
with the Letter of Transmittal Shares properly endorsed for transfer by the
registered holder or accompanied by a properly completed bond power from the
registered holder, with signatures guaranteed by an Eligible Institution, or
(iii) effect a record transfer of such Shares and comply with the requirements
applicable to registered holders for tendering prior to the Expiration Date.
Any Shares validly tendered prior to the Expiration Date, accompanied by a
properly completed Letter of Transmittal and accepted by SDG for purchase, will
be transferred of record by the transfer agent as of the Expiration Date upon
the request of SDG.
Background of the Offer
SDG has been extremely interested in acquiring control of, and the entire
beneficial interest in, RPT for a long period of time. However, since April,
1997, the Trustees of RPT have rejected SDG's attempts to obtain information
regarding SCA afforded other interested bidders for SCA's assets.
On June 27, 1997, in a letter to the shareholders of RPT, William Dickey,
on behalf of the unaffiliated trustees of RPT (the "Special Committee"), set
forth the status of the strategic alternatives being considered by the Board of
RPT with a mind to "maximize shareholder value and create liquidity" for the
shareholders of RPT.
The letter outlined the process by which in November, 1996 the Board
investigated strategic alternatives for RPT by appointing a Special Committee
(of which Mr. Dickey is a member) and hiring Lazard Freres & Co. LLC ("Lazard")
to act as financial advisor. According to the letter, in December, 1996 Lazard
began to analyze the alternatives available to RPT, which included a sale,
merger or other combination with an existing publicly-traded real estate
investment trust (a "REIT") and a liquidation of the assets of SCA. In January,
1997, a group led by Jeremiah O'Connor, a trustee of RPT (the "O'Connor
Group"), notified the Board that it was engaged in negotiations for a proposed
transaction involving SCA assets. In March, 1997, Mr. O'Connor and
representatives of Goldman, Sachs & Co. ("Goldman"), presented to the Board a
proposal for the merger of SCA, The Richard E. Jacobs Group, NED Management
Limited Partnership and Wellspark Group Limited Partnership into a new REIT
("Newco"), with a subsequent public offering of the shares of Newco
(collectively, "Future IPO Project"). The Special Committee directed Lazard to
consider the proposal and negotiate with other Project Future IPO parties to
"maximize the potential value to RPT."
Lazard then reported to the Special Committee that it had had
conversations with representatives of public companies which would be likely
suitors for SCA assets, including SDG and, based on its conversations with such
potential acquirers and its investigation and analysis, Lazard concluded that
Project Future IPO "appeared to be preferable to RPT shareholders." The Board
approved the execution of a non-binding letter of intent with the parties to
Project Future IPO. However, the Board thereafter obtained a limited waiver of
the exclusivity provision of the letter of intent in order to continue
conversations with third party purchasers, including SDG, that had previously
expressed an interest in acquiring the assets of SCA. According to the June
27th letter, no specific price or terms were given to Lazard by SDG in the
letters wherein SDG expressed its interest, and thus Lazard confirmed its
initial conclusion that Project Future IPO was preferable. However, no specific
price or terms were given because SDG had not been permitted access to
information about SCA sufficient to enable it to make an informed offer for
SCA.
2
In a letter dated July 8, 1997 from David Simon to Messrs. William Dickey,
in his capacity as trustee of RPT, and to Matthew Lustig of Lazard, Mr. Simon
affirmed SDG's interest in pursuing an acquisition of RPT and reiterated SDG's
position that any such acquisition proposal necessarily required a due
diligence review of RPT by SDG before a definitive proposal could be made. The
letter recounted that SDG's requests for more detailed information concerning
RPT had gone unheeded, resulting in SDG being unable to make a definitive offer
to RPT shareholders. Mr. Simon then described the benefits that a transaction
with SDG would provide to shareholders of RPT, which included liquidity,
certainty and enhanced opportunities for future growth, and closed the letter
by stating that a definitive proposal could be provided to RPT shareholders
within 30 days following SDG's receipt of requested diligence materials.
On July 17, 1997, Mr. Dickey, on behalf of the Board of Trustees, sent a
letter to the shareholders of RPT in order to summarize the meeting of
shareholders held on July 9, 1997. The primary purpose of the meeting was to
detail Lazard's activities to date and its preliminary analysis of Future IPO
Project and other strategic alternatives. A copy of the detailed presentation
made to shareholders by Lazard at the meeting accompanied the letter. This
presentation included information about relative valuation of RPT Shares
offered by Future IPO Project and other alternatives as well as an update on
the status of other items of negotiation in Future IPO Project, including the
payment of break up fees, lock up arrangements after the initial public
offering, and timing of the transaction. The letter stated that the Trustees
announced at the meeting an agreement in principal with Mr. O'Connor with
respect to RPT's potential pursuit of an alternative transaction to Future IPO
Project. Mr. Lustig also stated that the Board had received additional
correspondence from SDG and other parties, but noted that it would be premature
to commence negotiations with a third party since neither proposal contained
terms or conditions. The Board then stated that it believed that the best
strategy for shareholders was to pursue negotiations for Future IPO Project.
At the request of Mr. Dickey, Matthew Lustig wrote Mr. Simon a letter
dated July 22, 1997, in response to Mr. Simon's letter of July 8, 1997, wherein
Mr. Lustig told Mr. Simon, on behalf of the Board of Trustees of RPT, that the
Board had considered SDG's letter at the July 9, 1997 RPT Board meeting. The
letter stated that while the Board appreciated SDG's desire to make a
definitive proposal, RPT was a party to an exclusivity and confidentiality
agreement and that the Board was not prepared to terminate those negotiations
in order to pursue a transaction with SDG. As a result, according to Mr.
Lustig, RPT would not respond to SDG's overtures or provide information
regarding SCA assets to SDG.
Mr. Simon immediately responded to the July 22, 1997 letter that Mr.
Lustig sent on behalf of the Board by sending a letter to the Board of Trustees
that same day wherein he reiterated that SDG was interested in making a
definitive acquisition proposal for RPT but was precluded from so doing because
of the refusal by RPT's Board to make available customary due diligence
information. In the letter Mr. Simon went on to express his dismay that all
prior requests for information by SDG had been rebuffed, only to now be told
that RPT is a party to an exclusivity agreement. The letter then stated that
the presence of an exclusivity agreement was particularly shocking given that
SDG had been requesting information of RPT for three months. In his letter Mr.
Simon asked why the Board would enter into an exclusivity arrangement with
affiliated parties (the O'Connor Group) when the Board knew that another entity
was willing to make a bona fide offer for RPT. Mr. Simon then asked that in
light of SDG's interest in making an offer that the exclusivity arrangement not
be extended or any break-up fee arrangement be entered into by RPT.
In a letter dated August 8, 1997, William Dickey told RPT's shareholders
that the Board approved Future IPO Project at a Board meeting held on August 7,
1997 and stated that the Formation Agreement for Future IPO Project provides
that information regarding SCA and its assets may be made available for a
period of 30 days to qualified parties to conduct due diligence and submit an
alternative proposal to RPT. The letter then states that any proposal received
and believed to be superior to Future IPO Project would give the Trustees the
right to terminate Future IPO Project and accept the superior proposal, subject
to RPT shareholder approval.
On August 11, 1997, Lazard, as financial advisor to the independent
trustees of RPT, sent a letter to third parties, including Mr. Simon, wherein
it solicited expressions of interest from third parties regarding a possible
transaction involving RPT and SCA on the condition that the third parties sign
a confidentiality and a standstill agreement.
On August 13, 1997, Mr. Simon proposed that some changes to the
confidentiality agreement be made and also forwarded a list of material SDG
wished to review in connection with the operations of RPT, including a copy of
the Formation Agreement and related documents to which SCA was now a party. Mr.
Simon indicated that SDG would not execute the standstill agreement sent by
Lazard, since the confidentiality agreement afforded SCA and the other parties
to the Formation Agreement adequate protection.
3
On August 15, 1997 Paul Taylor, a trustee of RPT, sent Mr. Simon a letter
that contained the fully executed confidentiality agreement, as well as a copy
of the quarterly report to RPT for first quarter 1997; letters to RPT
shareholders dated June 27, July 17 and August 8, 1997; the presentation
booklet of Lazard dated July 17, 1997 sent to RPT shareholders; and the names
and addresses of RPT shareholders as of June 30, 1997.
The letter stated that a copy of the Formation Agreement would be sent
with a proxy statement towards the end of the month. The letter also stated
that the additional material requested by SDG in its August 13th letter would
not be provided to SDG until SDG returns an executed copy of the standstill
agreement that Lazard forwarded to SDG.
From July 25, 1997 through August 14, 1997 SDG has purchased 2,257,562
Shares, representing approximately 5.9% of the outstanding Shares, in open
market purchases.
Purpose of the Offer
As was stated in its August 8, 1997 letter to shareholders, the Board of
Trustees of RPT has approved Future IPO Project, will be distributing proxy
materials and has scheduled a shareholder meeting to vote on the transaction on
September 30, 1997.
The Offer is designed to maximize value and liquidity for RPT's
shareholders and is being made as a result of, among other things, a
solicitation by the Board of Trustees of RPT, through the financial advisor of
the unaffiliated Trustees of RPT, of expressions of interest concerning a
possible transaction with RPT and SCA, and the desire recently expressed by
several of RPT's significant shareholders to market their holdings. SDG
believes that there are important economic and qualitative benefits of the
Offer that would render it a superior transaction to Future IPO Project for RPT
shareholders.
Based on the information on Future IPO Project provided in the July 17,
1997 presentation made by Lazard to RPT shareholders, SDG believes that
tendering shares pursuant to the Offer has the following advantages over Future
IPO Project:
* Certainty. Future IPO Project is 100% subject to equity market risk.
The purchase of RPT Shares pursuant to the Offer has no exposure to
capital market volatility and is not subject to financing.
* Value. SDG has reviewed Lazard's RPT Materials for Discussion dated
July 9, 1997 describing expectations for the initial pricing execution
of Future IPO Project. SDG believes that 1998 price multiples (not
1997) should be applied to 1998 funds from operations ("FFO"). After
making the appropriate adjustment, the Offer is not only in excess of
stated net asset value but also in excess of Future IPO Project's
initial valuation (based on August 26, 1997 closing prices of the
public mall company peer group defined by Lazard).
* Timing. SDG could acquire RPT Shares pursuant to the Offer as soon as
September 25, 1997, compared to an optimistic December, 1997 Future
IPO Project anticipated closing.
* Liquidity. The Offer provides immediate liquidity to all RPT
shareholders; as was mentioned in the Lazard materials, Future IPO
Project imposes a lock up for shareholders upon successful execution
of the initial public offering.
SDG
SDG is a subsidiary and the primary operating partnership of Simon
DeBartolo Group, Inc., a Maryland corporation ("Parent"). Parent is a self-
administered and self-managed REIT. SDG is engaged primarily in the ownership,
development, management, leasing, acquisition, and expansion of income
producing properties, primarily regional malls and community shopping centers.
Through its affiliated management companies, SDG provides architectural,
design, construction and other services to the properties SDG owns or in which
it holds an interest, as well as certain other regional malls and community
shopping centers owned by third parties. As of June 30, 1997, SDG owned or held
an interest in 186 income-producing properties, including 114 super-regional
and regional malls, 65 community shopping centers, three specialty retail
centers and four mixed-use properties located in 33 states. SDG and its
affiliates manage approximately 130 million square feet of gross leasable area
of retail and mixed-use properties.
The general partners of SDG are Parent and SD Property Group, Inc., a
99.99% owned subsidiary of Parent ("SDPG"). SDPG is the managing general
partner of SDG.
The executive offices of SDG are located at National City Center, 115 West
Washington Street, Suite 15 East, Indianapolis, Indiana 46204, and its
telephone number is (317) 636-1600.
4
Detailed information regarding SDG and its financial performance is set
forth in the following documents (which are annexed hereto as Appendices A and
B): (i) SDG's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996; and (ii) SDG's Quarterly Report on Form 10-Q for the six
months ended June 30, 1997.
Source of Funds
SDG expects to obtain the funds required to purchase all Shares pursuant
to the Offer, and to pay related fees and expenses, either from funds available
under existing credit facilities or under a borrowing facility to be
negotiated.
Impact On Shares Outstanding After the Offer
The Shares are not currently listed for trading on a securities exchange
or reported on a quotation system. To the extent that Shares are tendered and
purchased pursuant to the Offer, trading in the Shares that remain outstanding
following the consummation of the Offer may be significantly reduced, which may
adversely affect the liquidity of such Shares. Reduced trading also may tend to
increase the volatility of the trading prices of untendered Shares.
THE OFFER
Terms of the Offer
Upon the terms and subject to the conditions of the Offer, SDG will
purchase all outstanding Shares properly tendered on or prior to the Expiration
Date. The Offer will expire at 12:00 Midnight, New York City time, on September
25, 1997 (the "Expiration Date"), unless and until SDG shall have extended the
period of time during which the Offer is open, in which event the Expiration
Date will be the latest time and date at which the Offer, as so extended by
SDG, expires. For a description of SDG's right to extend the period of time
during which the Offer is open and to delay, terminate or amend the Offer, see
"THE OFFER_Extension; Termination; Amendments."
Consummation of the Offer is subject to certain conditions as described in
this Offer to Purchase. See "THE OFFER_Conditions of the Offer." Subject to
compliance with applicable securities laws and the terms set forth in this
Offer to Purchase, SDG reserves the right (i) to waive any and all conditions
to the Offer, (ii) to extend or to terminate the Offer, and (iii) otherwise to
amend the Offer in any respect. Any such waiver, extension or amendment may be
made by press release or such other means of announcement as SDG deems
appropriate.
Subject to the applicable regulations of the Securities and Exchange
Commission (the "Commission"), SDG expressly reserves the right, in its sole
discretion, at any time and from time to time, and regardless of whether any of
the events set forth in "THE OFFER_Conditions of the Offer" shall have occurred
or shall have been determined by SDG to have occurred, to extend the period
during which the Offer is open and thereby delay acceptance for payment of, and
the payment for, any Shares by giving written notice of such extension to the
Depositary. The rights reserved by SDG in this paragraph are in addition to
SDG's rights to terminate the Offer pursuant to "THE OFFER_Conditions of the
Offer."
There can be no assurance that SDG will exercise its right to extend,
terminate or amend the Offer. Except as otherwise provided herein, during any
extension and irrespective of any amendment to the Offer, all Shares previously
tendered pursuant to the Offer and not accepted for payment will remain subject
to the Offer and may be accepted thereafter for payment by SDG.
SDG reserves the right to assign its rights under the Offer to other
persons such that after the consummation of the Offer the beneficial ownership
of Shares in RPT are held by 100 or more persons (within the meaning of Section
856(a)(5) of the Internal Revenue Code of 1986, as amended (the "Code")).
If, on or after the date hereof, RPT should reclassify, combine, split, divide
or redeem, purchase or otherwise acquire, directly or indirectly, or otherwise
change the Shares or its capitalization, or disclose that it has taken any such
action, then SDG may make such adjustments to the purchase price and other
terms of the Offer as its deems appropriate. If on or after the date hereof,
RPT should declare or pay any cash or stock dividend or other distribution on,
or issue any rights with respect to, the Shares that is payable or
distributable to shareholders of record on a date prior to the transfer to the
name of SDG or the nominee or transferee of SDG on RPT's stock transfer records
of such Shares that are purchased pursuant to the Offer, (i) the purchase price
payable per Share by SDG pursuant to the Offer will be reduced to the extent
any such divided or distribution is payable in cash and (ii) any non-cash
dividend, distribution (including additional Shares) or right received and held
by a tendering shareholder shall be required to be promptly remitted and
transferred by the tendering shareholder to the
5
Depositary for the account of SDG, accompanied by appropriate documentation of
transfer. Pending such remittance or appropriate assurance thereof, SDG will,
subject to applicable law, be entitled to all rights and privileges as owner of
any such non-cash dividend, distribution or right and may withhold the entire
purchase price or deduct from the purchase price the amount or value thereof,
as determined by SDG in its sole discretion.
Withdrawal Rights
Tenders of Shares made pursuant to the Offer are irrevocable, except that
Shares tendered pursuant to the Offer may be withdrawn at any time on or prior
to the Expiration Date. If SDG extends the Offer, is delayed in its acceptance
for payment of Shares or is unable to purchase Shares validly tendered pursuant
to the Offer for any reason, then without prejudice to SDG's rights under the
Offer, the Depositary may nevertheless, on behalf of SDG, retain tendered
Shares and such Shares may not be withdrawn, subject to Rule 14e-1(c) under the
Exchange Act, which provides that no person who makes a tender offer shall fail
to pay the consideration offered or return the securities deposited by or on
behalf of security holders promptly after the termination or withdrawal of the
tender offer. Any such delay in acceptance for payment will be accompanied by
an extension of the Offer to the extent required by law.
For a withdrawal to be effective, a written, telegraphic, telex or
facsimile transmission notice of withdrawal must be timely received by the
Depositary at one of its addresses set forth on the last page of this Offer to
Purchase. Any notice of withdrawal must specify the name of the person who
tendered the Shares to be withdrawn, the number of Shares to be withdrawn and
the name of the registered holder, if different from that of the person who
tendered such Shares. If Share certificates to be withdrawn have been delivered
or otherwise identified to the Depositary, then prior to the physical release
of such certificates, the serial numbers shown on such certificates must be
submitted to the Depositary and the signatures on the notice of withdrawal must
be guaranteed by an Eligible Institution unless such Shares have been tendered
for the account of any Eligible Institution. If Shares have been tendered
pursuant to the procedure for book-entry transfer, any notice of withdrawal
must specify the name and number of the account at the Book-Entry Transfer
Facility to be credited with the withdrawn Shares, in which case a notice of
withdrawal will be effective if delivered to the Depositary by any method of
delivery described in the first sentence of this paragraph.
All questions as to the form and validity (including time of receipt) of
any notice of withdrawal will be determined by SDG, in its sole discretion,
whose determination will be final and binding. None of SDG, the Dealer Manager,
the Depositary or any other person will be under any duty to give notification
of any defects or irregularities in any notice of withdrawal or incur any
liability for failure to give any such notification.
Any Shares properly withdrawn will thereafter be deemed not to have been
validly tendered for purposes of the Offer. However, withdrawn Shares may be re-
tendered at any time prior to the Expiration Date.
Purchase of Shares; Payment of Purchase Price
Upon the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms and conditions of any such
extension or amendment) and applicable law, SDG will purchase, by accepting for
payment, and will pay for, all of the outstanding Shares validly tendered prior
to the Expiration Date as soon as practicable after such Expiration Date.
Subject to applicable law, SDG expressly reserves the right, in its sole
discretion, to delay acceptance for payment of or payment for the Shares in
order to comply, in whole or in part, with any applicable law. In all cases,
payment for Shares purchased pursuant to the Offer will be made only after
timely receipt by the Depositary of (a) such Shares, or timely confirmation of
a book-entry transfer (a "Book-Entry Confirmation") of such Shares into the
Depositary's account at a book-entry transfer facility pursuant to the
procedures set forth in "THE OFFER -- Procedure for Tendering Shares", (b) a
properly completed and duly executed Letter of Transmittal (or a facsimile
thereof), and (c) all necessary signature guarantees and any other documents
required by the Letter of Transmittal. See THE OFFER_Procedure for Tendering
Shares" for a description of the procedures for tendering Shares pursuant to
the Offer.
If for any reason whatsoever SDG is delayed in its acceptance for payment of or
payment for any Shares tendered pursuant to the Offer (whether before or after
SDG's acceptance for payment of such Shares), or SDG extends the Offer or is
unable to accept for payment of or pay for the Shares tendered pursuant to the
Offer, then, without prejudice to SDG's rights hereunder, SDG may instruct the
Depositary to retain tendered Shares, and such Shares may not be withdrawn,
subject to Rule 14e-1(c) under the Exchange Act, which provides that no person
who makes a tender offer shall fail to pay the consideration
6
offered or return the securities deposited by or on behalf of the holders of
such securities promptly after the termination or withdrawal of the tender
offer.
If the consideration offered in the Offer is increased, all tendering
holders of the Shares subject to the Offer whose securities are accepted for
payment pursuant to the Offer will be given the increased consideration for
their securities regardless of whether such tenders have previously been
accepted for payment or paid for.
For purposes of the Offer, SDG will be deemed to have accepted for payment
(and therefore purchased) Shares when and if it gives oral or written notice to
the Depositary of its acceptance of such Shares for payment pursuant to the
Offer. Payment for Shares purchased pursuant to the Offer will be made by
depositing the aggregate purchase price therefor with the Depositary, which
will act as agent for tendering holders for the purpose of receiving payment
from SDG and transmitting payment to the tendering holders.
SDG will pay all transfer taxes, if any, payable on the transfer to it of
Shares purchased pursuant to the Offer. If, however, payment of the purchase
price is to be made to, or (in the circumstances permitted by the Offer) if
unpurchased Shares are to be registered in the name of, any person other than
the registered holder, or if tendered certificates are registered in the name
of any person other than the person signing the Letter of Transmittal, the
amount of all transfer taxes, if any (whether imposed on the registered holder
or such other person), payable on account of the transfer to such person will
be deducted from the purchase price unless satisfactory evidence of the payment
of such taxes, or exemption therefrom, is submitted. (See Instruction 6 of the
Letter of Transmittal.)
Procedure for Tendering Shares
Proper Tender of Shares. For Shares to be properly tendered pursuant to
the Offer, either (a) the Letter of Transmittal (or a facsimile thereof)
properly completed and duly executed, along with any required signature
guarantees and any other documents required by the Letter of Transmittal, must
be received prior to the Expiration Date by the Depositary at its address set
forth on the last page of this Offer to Purchase and (i) such Shares must be
received by the Depositary or (ii) Shares must be tendered pursuant to the
procedure for book-entry transfer described under the caption "-- Book-Entry
Transfer" below and a Book-Entry Confirmation must be received by the
Depositary, in each case on or prior to the Expiration Date, or (b) the
tendering holder must comply with the guaranteed delivery procedures described
under the caption "-- Guaranteed Delivery" below. Holders whose Shares are
registered in the name of a nominee are urged to contact such nominee promptly
if they wish to accept the Offer.
Except as provided below under the captions "-- Book- Entry Transfer" and
"-- Guaranteed Delivery", unless the Shares being tendered are deposited with
the Depositary on or prior to the Expiration Date (accompanied by a properly
completed and duly executed Letter of Transmittal along with any required
signature guarantees and any other documents required by the Letter of
Transmittal), SDG may, at its option, reject such tender. If less than the
entire number of any Shares evidenced by a submitted certificate is to be
tendered, the tendering holder should fill in the number of Shares tendered in
the appropriate box on the Letter of Transmittal. The entire number of Shares
represented by the certificates for all Shares deposited with the Depositary
will be deemed to have been tendered unless otherwise indicated.
In all cases, notwithstanding any other provision hereof, the payment for
Shares tendered and accepted for payment pursuant to the Offer will be made
only after the timely receipt by the Depositary of (i) certificates for such
Shares or a timely Book-Entry Confirmation with respect to such Shares, (ii)
the Letter of Transmittal (or a facsimile thereof) properly completed and duly
executed, and (iii) any required signature guarantees and any other documents
required by such Letter of Transmittal. Accordingly, tendering holders may be
paid at different times depending upon when certificates for Shares, Letters of
Transmittal and Book-Entry Confirmations are actually received by the
Depositary.
Method of Delivery. All Letters of Transmittal, Notices of Guaranteed
Delivery and Shares should be delivered only by courier, or transmitted by
mail, and deliveries should be made only to the Depositary, and not to SDG or
the Dealer Managers. The method of delivery of certificates for Shares and all
other required documents is at the option and risk of the tendering holder, and
delivery will be deemed to be made only when actually received by the
Depositary. If certificates for Shares are sent by mail, registered mail with
return receipt requested, properly insured, is recommended.
7
Signature Guarantees. No signature guarantee is required on the Letter of
Transmittal if the Letter of Transmittal is signed by the registered holder of
the Shares tendered therewith and payment is to be made directly to such
registered holder, or if Shares are tendered for the account of a member firm
of a registered national securities exchange, a member of the National
Association of Securities Dealers, Inc. or a commercial bank or trust company
having an office, branch or agency in the United States (each such entity being
hereinafter referred to as an "Eligible Institution"). In all other cases, all
signatures on the Letter of Transmittal must be guaranteed by an Eligible
Institution. (See Instruction 1 of the Letter of Transmittal.) If a certificate
representing Shares is registered in the name of a person other than the signer
of a Letter of Transmittal, or if payment is to be made, or Shares not
purchased or tendered are to be issued, to a person other than the registered
holder, then the certificate must be endorsed or accompanied by a written
instrument or instruments of transfer in form satisfactory to SDG, in either
case, duly executed by the registered holder with the signatures guaranteed by
an Eligible Institution.
Backup Federal Income Tax Withholding. A holder whose tendered Shares are
accepted for payment may be subject to "backup withholding" under the
provisions of federal income tax law at the rate of 20% with respect to the
cash payable to such holder as a result of the Offer. Backup withholding will
not apply if such holder (a) is a corporation or comes within certain other
exempt categories, and when required demonstrates this fact, or (b) provides
SDG (as payor) with his correct taxpayer identification number (which, in the
case of a holder who is an individual, is his social security number), and
certifies under penalty of perjury that such number is correct and that (i) the
holder has not been notified by the Internal Revenue Service (the "IRS") that
such holder is subject to backup withholding as a result of failure to report
all interest or dividends or (ii) the IRS has notified the holder that he no
longer is subject to backup withholding. If SDG is not provided with the
correct taxpayer identification number or adequate basis for exemption, the
holder may be subject to a penalty imposed by the IRS. Any amount paid as
backup withholding will be credited against the holder's tax liability.
Therefore, unless an exemption and evidence thereof is provided in a
satisfactory manner, to prevent backup withholding each tendering holder must
complete and sign the Substitute Form W-9 provided in the Letter of
Transmittal. See Instruction 10 of the Letter of Transmittal.
Book-Entry Transfer. The Depositary will establish an account or accounts
with respect to the Shares at The Depository Trust Company, Midwest Securities
Trust Company and Philadelphia Depository Trust Company (each, a "Book-Entry
Transfer Facility") for purposes of the Offer within two business days after
the date of the Offer, and any financial institution that is a participant in a
Book-Entry Transfer Facility's system may make book-entry delivery of the
Shares by causing such Book-Entry Transfer Facility to transfer such Shares
into the Depositary's account at such Book-Entry Transfer Facility in
accordance with that Book-Entry Transfer Facility's procedure for such
transfer. Although delivery of Shares may be effected through book-entry
transfer at a Book-Entry Transfer Facility, a properly completed and duly
executed Letter of Transmittal (or a facsimile thereof) with any required
signature guarantees, a confirmation of such tender and any other documents
required by the Letter of Transmittal must, in any case, be transmitted to and
received by the Depositary at the appropriate address set forth on the last
page of this Offer to Purchase on or prior to the Expiration Date, or the
holder must comply with the guaranteed delivery procedures described below.
Guaranteed Delivery. If a holder desires to tender Shares pursuant to the
Offer and such holder's certificates are not immediately available or time will
not permit all required documents to reach the Depositary on or prior to the
Expiration Date, or such holder cannot complete the procedures for book-entry
transfer on a timely basis, such Shares may nevertheless be tendered provided
that all of the following conditions are satisfied:
(a) The tender is made by or through an Eligible Institution;
(b) On or prior to the Expiration Date, the Depositary receives from
such Eligible Institution at the address for the Depositary set
forth on the last page hereof a properly completed and duly executed
Notice of Guaranteed Delivery (by telegram, telex, facsimile
transmission, mail or hand delivery) substantially in the form made
available by SDG, setting forth the name and address of the holder,
the description of the Shares and the number of the Shares tendered,
stating that the tender is being made thereby and guaranteeing that,
within three New York Stock Exchange trading days after the date of
execution of such Notice of Guaranteed Delivery, a duly executed
Letter of Transmittal (or a facsimile thereof), together with the
certificates representing such Shares (or appropriate Book-Entry
Confirmation) and any required signature guarantees and any other
documents required by the Letter of Transmittal and the instructions
thereto will be deposited by the Eligible Institution with the
Depositary; and
8
(c) The certificates for the tendered Shares in proper form for transfer
(or appropriate Book-Entry Confirmation), together with a properly
completed and duly executed Letter of Transmittal (or a facsimile
thereof), any required signature guarantees and any other documents
required by the Letter of Transmittal and the instructions thereto,
are received by the Depositary within three New York Stock Exchange
trading days after the date of execution of such Notice of
Guaranteed Delivery.
In all cases, payment for Shares tendered and accepted for payment
pursuant to the Offer will be made only after timely receipt by the Depositary
of certificates for such Shares, a properly completed and duly executed Letter
of Transmittal (or facsimile thereof), any required signature guarantees and
any other documents required by the Letter of Transmittal.
Tender Constitutes an Agreement. The proper tender of Shares pursuant to
any of the procedures described above will constitute a binding agreement
between the tendering holder and SDG upon the terms and subject to the
conditions of the Offer, and a representation that (i) such holder owns the
Shares being tendered and is entitled to tender such Shares as contemplated by
the Offer, all within the meaning of Rule 14e-4 under the Exchange Act, and
(ii) the tender of such Shares complies with Rule 14e-4.
Further, by executing a Letter of Transmittal as set forth above, and
subject to and effective upon acceptance for payment of and payment for the
Shares tendered therewith, a tendering holder irrevocably sells, assigns and
transfers to or upon the order of SDG all right, title and interest in and to
all the Shares tendered thereby, waives any and all other rights with respect
to the Shares, and releases and discharges SDG from any and all claims such
holder may have now, or may have in the future, arising out of, or related to,
the Shares and each such holder appoints the Depositary the true and lawful
agent and attorney-in-fact of such holder with respect to such Shares, with
full power of substitution and resubstitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest) to (a) deliver
certificates for such Shares or transfer ownership of such Shares on the
account books maintained by any of the Book-Entry Transfer Facilities,
together, in each case, with all accompanying evidences of transfer and
authenticity, to or upon the order of SDG, (b) present such Shares for transfer
on the books of SDG, and (c) receive all benefits or otherwise exercise all
rights of beneficial ownership of such Shares (except that the Depositary will
have no rights to or control over funds from SDG, except as agent for SDG, for
the purchase price for any Shares tendered hereby that are purchased by SDG),
all in accordance with the terms of the Offer.
Determination of Validity; Rejection of Shares; No Obligation to Give
Notice of Defects. All questions as to the amount of Shares to be accepted and
the validity, form, eligibility (including the time of receipt) and acceptance
for payment of any tender of Shares pursuant to the procedures described herein
and the form and validity of all documents will be determined by SDG in its
sole discretion, which determination shall be final and binding on all parties.
SDG reserves the absolute right to reject any or all tenders determined by it
not to be in proper form or the acceptance of or payment for which may be
unlawful. SDG also reserves the absolute right to waive any of the conditions
of the Offer and any defect or irregularity in the tender of any particular
Shares. SDG's interpretation of the terms and conditions of the Offer
(including without limitation the instructions in the Letter of Transmittal)
shall be final and binding. No alternative, conditional or contingent tenders
will be accepted. Unless waived, any irregularities in connection with tenders
must be cured within such time as SDG shall determine. None of SDG, the
Depositary, the Dealer Manager or any other person will be under any duty to
give notification of any defects or irregularities in such tenders or will
incur any liabilities for failure to give such notification. Tenders of such
Shares will not be deemed to have been made until such irregularities have been
cured or waived. Any Shares received by the Depositary that are not properly
tendered and as to which the irregularities have not been cured or waived will
be returned by the Depositary to the tendering holders, unless such holders
have otherwise provided in the Letters of Transmittal, as promptly as
practicable following the Expiration Date.
Conditions of the Offer
The valid tender, not withdrawn prior to the Expiration Date, of a
sufficient number of Shares (including those Shares currently owned by SDG) to
enable SDG or its affiliates to own at least a majority of the outstanding
Shares on the Expiration Date is a condition to the consummation of the Offer
(the "Minimum Condition").
In addition, SDG shall not be required to accept for payment, purchase or
pay for any Shares tendered, and may terminate or amend the Offer or may
postpone, subject to the provisions of Rule 14e-1 (c) of the Exchange Act, the
acceptance for payment of, the purchase of and the payment for, Shares
tendered, if, at any time prior to acceptance of the applicable Shares for
payment, any of the following events shall have occurred or shall have been
determined by SDG to have occurred which,
9
in the sole judgment of SDG in any such case and regardless of the
circumstances (including without limitation any action or omission to act by
SDG), makes it inadvisable to proceed with the Offer or with any such purchase
or payment:
(a) SDG shall note have the exclusive power and authority to effect a
merger of SCA with SDG and to make all "Major Decisions" (as that
term is defined in the partnership agreement of SCA), including the
ability to (i) direct the disposition of SCA's assets, and (ii)
terminate any existing management contracts for properties owned in
whole or in part by SCA and its affiliates, or that SDG concludes
that the definition of "Major Decisions" in the fully executed
partnership agreement of SCA is different from that set forth in the
draft partnership agreement which is in SDG's possession on the date
of the Offer.
(b) there shall have been threatened, instituted or pending any action
or proceeding by or before any government or governmental,
regulatory or administrative agency or authority or tribunal,
domestic or foreign, which (i) challenges the making of the Offer,
the acquisition of Shares pursuant to the Offer or otherwise relates
in any manner to the Offer, or (ii) in the sole judgment of SDG,
could materially adversely affect the business, financial condition,
income, operations or prospects of SDG and its subsidiaries, taken
as a whole, or materially impair the contemplated benefits of the
Offer to SDG; or
(c) there shall have been any action threatened, pending or taken, or
any statute, rule, regulation, judgment, order, decree or injunction
threatened, proposed, sought, promulgated, enacted, entered,
enforced or deemed to be applicable to the Offer, by any court or
any government or governmental, regulatory or administrative agency,
authority or tribunal, domestic or foreign, which, in the sole
judgment of SDG, would or might directly or indirectly (i) make the
acceptance for payment of, or payment for, some or all of the Shares
illegal or otherwise restrict or prohibit consummation of the Offer,
(ii) delay or restrict the ability of SDG, or render SDG unable, to
accept for payment or pay for some or all of the Shares, or (iii)
materially impair the contemplated benefits of the Offer to SDG; or
(d) there shall have occurred: (i) any general suspension of,
shortening of hours for, or limitation on prices for, trading in
securities on the New York Stock Exchange or in the over-the-counter
market (whether or not mandatory), (ii) a declaration of a banking
moratorium or any suspension of payments in respect of banks by
federal or state authorities in the United States (whether or not
mandatory), (iii) a commencement or continuation of a war, armed
hostilities or other international or national crisis directly or
indirectly involving the United States, (iv) any limitation (whether
or not mandatory) by any governmental authority on, or other event
having a reasonable likelihood of affecting, the extension of credit
by banks or other lending institutions in the United States, (v) any
significant change in United States currency exchange rates or a
suspension of, or limitation on, the markets therefor (whether or
not mandatory), (vi) any significant adverse change in United States
securities or financial markets generally, or (vii) in the case of
any of the foregoing existing at the time of the commencement of the
Offer, a material acceleration or worsening thereof; or
(e) RPT is not or ceases to be qualified as a REIT within the meaning of
Section 856 of the Code, or will not be qualified as a REIT after
the consummation of the Offer; or
(f) there shall have occurred any change or development, including
without limitation a change or development involving a prospective
change, in or affecting the business or financial affairs of SDG and
its subsidiaries which, in the sole judgment of SDG, would or might
prohibit, restrict or delay consummation of the Offer or impair the
contemplated benefits of the Offer to SDG or might be material to
holders in deciding whether to accept the Offer.
The foregoing conditions are for the sole benefit of SDG and may be
asserted by SDG regardless of the circumstances giving rise to any such
condition (including any action or inaction by SDG) and may be waived by SDG in
whole or in part at any time and from time to time in its sole discretion.
Shareholders have to otherwise comply with the terms and conditions of their
applicable purchase agreement. SDG expressly reserves the right to assign all
or any of its rights herein to other entities. The failure by SDG at any time
to exercise any of the foregoing rights shall not be deemed a waiver of any
such right and each such right shall be deemed an ongoing right which may be
asserted at any time and from time to time. Any determination by SDG concerning
the Minimum Condition or the events described in this section shall be final
and binding upon all parties.
If the Minimum Condition is not satisfied or if any of the events
described in the foregoing conditions have occurred, SDG may (i) terminate the
Offer and return tendered Shares to the holders who tendered them; (ii) extend
the Offer and retain all tendered Shares until the expiration of the Offer;
(iii) amend the Offer in any respect by giving oral or written notice of such
amendment to the Depositary; or (iv) delay acceptance of Shares tendered under
the Offer until satisfaction or waiver of such conditions to the Offer, even if
the Offer has expired. Any extension, termination or amendment of the Offer
will be followed as promptly as practicable by announcement thereof, such
announcement in the case of an extension to be issued no later than
10
9:00 A.M., New York City time, on the next business day following the
previously scheduled Expiration Date. Without limiting the manner in which SDG
may choose to make such announcement, SDG will not, unless otherwise required
by law, have any obligation to publish, advertise or otherwise communicate any
such announcement other than by making a release to the Dow Jones News Service
or such other means of announcement as SDG deems appropriate.
Extension; Termination; Amendments
Subject to compliance with applicable securities laws and the terms set
forth herein, SDG expressly reserves the right, in its sole discretion, at any
time and from time to time, to extend the period of time during which the Offer
is open by giving oral or written notice of such extension to the Depositary
and making a public announcement thereof.
Subject to compliance with applicable securities laws and the terms set
forth herein, SDG also expressly reserves the right, in its sole discretion, to
(i) terminate the Offer and not accept for payment or pay for any Shares not
theretofore accepted for payment or paid for, or (ii) postpone payment for
Shares upon the occurrence of any of the conditions specified in "_ Conditions
of the Offer", by giving oral or written notice of such termination or
postponement to the Depositary and making a public announcement thereof.
Subject to compliance with applicable securities laws and the terms set
forth herein, SDG further reserves the right, in its sole discretion, to amend
the Offer in any respect. Any amendment to the Offer will apply to all Shares
tendered pursuant to the Offer, regardless of when or in what order such Shares
are tendered.
Any extension, waiver, delay, termination or amendment of the Offer will
be followed as promptly as practicable by public announcement thereof, such
announcement in the case of an extension to be issued no later than 9:00 A.M.,
New York City time, on the next business day after the previously scheduled
Expiration Date. Without limiting the manner in which SDG may choose to make
such announcement, SDG will not, unless otherwise required by law, have any
obligation to publish, advertise or otherwise communicate any such announcement
other than by making a release to the Dow Jones News Service or such other
means of announcement as SDG deems appropriate.
THE DEPOSITARY
The Depositary for the Offer is the First Chicago Trust Company of New
York. All deliveries, correspondence and questions sent or presented to the
Depositary relating to the Offer should be directed to one of the addresses or
telephone numbers set forth on the last page of this Offer to Purchase.
Directors, officers and regular employees of SDG (who will not be
specifically compensated for such services) and the Dealer Manager may contact
holders of Shares by mail, telephone, telex, telegraph and personal interviews
regarding the Offer and may request brokers, dealers and other nominees to
forward this Offer to Purchase and related materials to beneficial owners of
Shares.
Requests for information or additional copies of this Offer to Purchase
and the related Letter of Transmittal should be directed to Dealer Manager.
FEES AND EXPENSES
Merrill Lynch is acting as Dealer Manager for SDG in connection with the
Offer and has provided certain financial advisory services to SDG in connection
with the Offer. Pursuant to its agreement with Merrill Lynch, SDG will
compensate Merrill Lynch for services as a Dealer Manager in connection with
the Offer, and will reimburse Merrill Lynch for its reasonable out-of-pocket
expenses. SDG has agreed to indemnify Merrill Lynch against certain liabilities
in connection with its services as a Dealer Manager and financial advisers,
including liabilities under the federal securities laws.
Pursuant to its agreement with the Depositary, SDG will pay the Depositary
reasonable and customary compensation for its services in connection with the
Offer, plus reimbursement for reasonable out-of-pocket expenses. SDG will
indemnify the Depositary against certain liabilities and expenses in connection
therewith, including liabilities under the federal securities laws.
Brokers, dealers (including Merrill Lynch), commercial banks and trust
companies will be reimbursed by SDG for customary mailing and handling expenses
incurred by them in forwarding material to their customers. SDG will not pay
any
11
fees or commissions to any broker, dealer or other person (other than the
Dealer Manager and the Depositary) in connection with the solicitation of
tenders of Shares pursuant to the Offer.
MISCELLANEOUS
SDG is not aware of any jurisdiction where the making of the Offer is not
in compliance with the laws of such jurisdiction. If SDG becomes aware of any
jurisdiction where the making of the Offer would not be in compliance with such
laws, SDG will make a good faith effort to comply with any such laws or seek to
have such laws declared inapplicable to the Offer. If, after such good faith
effort, SDG cannot comply with any such applicable laws, the Offer will not be
made to (nor will tenders be accepted from or on behalf of) the holders of
Shares residing in such jurisdiction.
SIMON DEBARTOLO GROUP, L.P.
August 28, 1997
12
Facsimile copies of the Letter of Transmittal will be accepted. Letters of
Transmittal, certificates for Shares and any other required documents should be
sent by each holder or his broker, dealer, commercial bank, trust company or
other nominee to the Depositary at one of the addresses as set forth below:
The Depositary:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
By Mail: By Overnight Courier: By Hand:
First Chicago Trust First Chicago Trust First Chicago Trust
Company Company Company
of New York of New York of New York
Attention: Tenders & Attention: Tenders & Attention: Tenders &
Exchanges Exchanges Exchanges
Box 2565, Suite 4660 Suite 4680-CBE: c/o THE DEPOSITORY TRUST
Jersey City, NJ 07303- Wall Street, 8th Floor COMPANY
2565 New York, NY 10005 Water Street, DTC TAD
Vietnam Veterans
Memorial Plaza
New York, NY 10041
For Information: (212) 805-7190 (Call Collect)
Any questions or requests for assistance or additional copies of this
Offer to Purchase, Letter of Transmittal and Notice of Guaranteed Delivery may
be directed to the Dealer Manager at its telephone number and location set
forth below. You may also contact your broker dealer, commercial bank or trust
company or any other nominee for assistance concerning the Offer.
The Dealer Manager:
MERRILL LYNCH & CO.
World Financial Center
North Tower
New York, New York 10281-1329
(212) 449-8209
(Call Collect)
13
EXHIBIT 99.2
ADDENDUM TO
OFFER TO PURCHASE
DATED AUGUST 28, 1997
APPOINTMENT AS PROXY. By executing the Letter of Transmittal, a tendering
shareholder irrevocably appoints SDG or its designees and each of them as such
shareholder's attorneys-in-fact and proxies, with full power of substitution,
to the full extent of such shareholder's rights with respect to the Shares
tendered by such shareholder and accepted for payment by SDG. All such power
of attorney and proxies shall be considered irrevocable and coupled with an
interest in the tendered Shares. Such appointment will be effective when, and
only to the extent that, SDG accepts such Shares for payment. Upon such
acceptance for payment, all prior powers of attorney and proxies given by such
shareholder with respect to such Shares will be revoked without further action,
and no subsequent powers of attorney and proxies may be given nor any
subsequent written consents executed. The designees of SDG will, with respect
to the Shares for which such appointment is effective, be empowered to exercise
all voting and other rights of such shareholder as they in their sole
discretion may deem proper at any annual or special meeting of the Company's
shareholders or any adjournment or postponement thereof, by written consent in
lieu of any such meeting or otherwise. SDG reserves the right to require that,
in order for Shares to be deemed validly tendered, immediately upon SDG's
payment for such Shares, SDG must be able to exercise full voting rights with
respect to such Shares and other securities, including voting at any meeting of
shareholders by written consent or otherwise.
EXHIBIT 99.3
SIMON DEBARTOLO GROUP
CONTACTS:
David Simon Stephen E. Sterrett
Chief Executive Officer Treasurer
317.263.7161 317.685.7363
FOR IMMEDIATE RELEASE
SIMON DeBARTOLO GROUP ANNOUNCES CASH TENDER OFFER FOR ALL OUTSTANDING SHARES OF
RETAIL PROPERTY TRUST AT $17.50 NET PER SHARE
Indianapolis, Indiana - September 3, 1997 . . . Simon DeBartolo Group, Inc.
(NYSE:SPG) announced today that its primary operating partnership Simon
DeBartolo Group, L.P. ("SDG") has commenced a cash tender offer for all of the
outstanding beneficial interests (the "Shares") of The Retail Property Trust, a
private Massachusetts business trust ("RPT"), at a net price of $17.50 per
Share. The tender offer is designed to immediately maximize value and
liquidity for RPT and its shareholders. SDG believes that there are
approximately 38.3 million Shares outstanding; SDG currently owns approximately
2.3 million Shares, all of which were purchased in open market transactions
prior to commencement of the tender offer.
The tender offer is not subject to any financing condition. It is, however
conditioned upon, among other things: (i) there being tendered and not
withdrawn a number of Shares, which together with Shares owned by SDG and its
affiliates, constitutes at least a majority of Shares outstanding upon the
expiration of SDG's tender offer; and (ii) SDG having authority, among other
things, to effect a merger of Shopping Center Associates, a partnership in
which RPT is a partner, with SDG. The tender offer will expire at 12:00
Midnight, New York City time, on September 25, 1997.
Merrill Lynch & Co. is acting as financial advisor to SDG and as Dealer Manager
in connection with the tender offer.
Simon DeBartolo Group, Inc., headquartered in Indianapolis, Indiana, is a self-
administered and self-managed real estate investment trust which, through its
subsidiary partnerships, is engaged primarily in the ownership, development,
management, leasing, acquisition and expansion of income-producing properties,
primarily regional malls and community shopping centers. It currently owns or
has an interest in 187 properties which consist of existing regional malls,
community shopping centers and specialty and mixed-use properties containing an
aggregate of 115 million square feet of gross leasable area in 33 states.
Simon DeBartolo Group, together with its affiliated management company, manages
approximately 131 million square feet of gross leasable area in retail and
mixed-use properties.
Simon DeBartolo Group is the largest publicly traded real estate company in
North America as measured by market capitalization, with a current total market
capitalization of approximately $10 billion.
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