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Pricing Supplement #2 Dated September 4, 1997
(To Prospectus dated November 21, 1996 and
Prospectus Supplement dated May 15, 1997) Rule 424(b)(3)
File No. 333-11491
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SIMON DEBARTOLO GROUP, L.P.
Medium-Term Notes - Fixed Rate
Principal Amount: $180,000,000 Interest Rate: 7.125% Issue Price: See Below
Agent's Discount or Commission: $1,125,000 Original Issue Date: 9/09/1997
Stated Maturity Date: 9/20/2007
Net Proceeds to Issuer: $178,086,600 Cusip Number 82878E AB2
Interest Payment Dates: May 15 and November 15
Redemption:
[ ] The Notes cannot be redeemed prior to the Stated Maturity Date,
[X] The Notes may be redeemed prior to the Stated Maturity Date. See "Other
Provisions" for details.
Optional Repayment:
[X] The Notes cannot be repaid prior to the Stated Maturity Date.
[ ] The Notes can be repaid prior to the Stated Maturity Date at the option of
the Holder of the Notes.
Optional Repayment Dates:
Repayment Price:
Currency:
Specified Currency: U.S. dollars
(If other than U.S. dollars, see attached)
Minimum Denominations:
(Applicable only if Specified Currency is other than U.S. dollars)
Original Issue Discount: [ ] Yes [X] No
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period:
Form: [X] Book-Entry [ ] Certificated
Agent: [X] Merrill Lynch & Co. [X] Morgan Stanley & Co. Incorporated
[X] Chase Securities Inc. [X] Nationsbanc Capital Markets, Inc.
[X] Lehman Brothers Inc. [X] Salomon Brothers Inc
[X] J.P. Morgan Securities Inc. [X] UBS Securities LLC
[ ] Other
Agent acting in the capacity as indicated below:
[ ] Agent [X] Principal
If as principal:
[X] The Notes are being offered at varying prices related to
prevailing market prices at the time of resale.
[ ] The Notes are being offered at a fixed initial public offering
price of % of principal amount.
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If as Agent:
The Notes are being offered at a fixed initial public offering price of
% of Principal Amount.
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Exchange Rate Agent: N/A
Other Provisions:
(1) OPTIONAL REDEMPTION
The Notes may be redeemed at any time at the option of Simon DeBartolo
Group, L.P. (the "Operating Partnership"), in whole or from time to time in
part, at a redemption price equal to the sum of (i) the principal amount of the
Notes being redeemed plus accrued interest thereon to the redemption date and
(ii) the Make-Whole Amount (as defined below), if any, with respect to such
Notes (the "Redemption Price").
If notice of redemption has been given as provided in the Indenture and
funds for the redemption of any Notes called for redemption shall have been
made available on the redemption date referred to in such notice, such Notes
will cease to bear interest on the date fixed for such redemption specified in
such notice and the only right of the Holders of the Notes from and after the
redemption date will be to receive payment of the Redemption Price upon
surrender of such Notes in accordance with such notice.
Notice of any optional redemption of any Notes will be given to Holders at
their addresses, as shown in the security register for the Notes, not more than
60 nor less than 30 days prior to the date fixed for redemption. The notice of
redemption will specify, among other items, the Redemption Price and the
principal amount of the Notes held by such Holder to be redeemed.
If less than all the Notes are to be redeemed at the option of the
Operating Partnership, the Operating Partnership will notify the Trustee at
least 45 days prior to giving notice of redemption ( or such shorter period as
may be satisfactory to the Trustee) of the aggregate principal amount of Notes
to be redeemed and their redemption date. The Trustee shall select, in such
manner as it shall deem fair and appropriate, Notes to be redeemed in whole or
in part.
As used herein:
"Make-Whole Amount" means, in connection with any optional redemption or
accelerated payment of any Notes, the excess, if any, of (i) the aggregate
present value as of the date of such redemption or accelerated payment of each
dollar of principal being redeemed or paid and the amount of interest
(exclusive of interest accrued to the date of redemption or accelerated
payment) that would have been payable in respect of each such dollar if such
redemption or accelerated payment had not been made, determined by discounting,
on a semi-annual basis, such principal and interest at the Reinvestment Rate
(determined on the third Business Day preceding the date notice of such
redemption is given or declaration of acceleration is made) from the respective
dates on which such principal and interest would have been payable if such
redemption or accelerated payment had not been made, to the date of redemption
or accelerated payment, over (ii) the aggregate principal amount of the Notes
being redeemed or accelerated.
"Reinvestment Rate" means the yield on treasury securities at a constant
maturity corresponding to the remaining life (as of the date of redemption, and
rounded to the nearest month) to Stated Maturity Date of the principal being
redeemed (the "Treasury Yield"), plus .25%. For purposes hereof, the Treasury
Yield shall be equal to the arithmetic mean of the yields published in the
Statistical Release under the heading "Week Ending" for "U.S. Government
Securities - Treasury Constant Maturities" with a maturity equal to such
remaining life; provided, that if no published maturity exactly corresponds to
such remaining life, then the Treasury Yield shall be interpolated or
extrapolated on a straight-line basis from the arithmetic means of the yields
for the next shortest and next longest published maturities, rounding each of
such relevant periods to the nearest month. For purposes of calculating the
Reinvestment Rate, the most recent Statistical Release published prior to the
date of determination of the Make-Whole amount shall be used. If the format or
content of the Statistical Release changes in a manner that precludes
determination of the Treasury Yield in the above manner, then the Treasury
Yield shall be determined in the manner that most closely approximates the
above manner, as reasonably determined by the Operating Partnership.
"Statistical Release" means the statistical release designated "H.15(519)"
or any successor publication which is published weekly by the Federal Reserve
System and which reports yields on actively traded United States government
securities adjusted to constant maturities, or, if such statistical release is
not published at the time of any determination under the Indenture, then such
other reasonably comparable index which shall de designated by the Operating
Partnership.