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): January 17, 2002 (
January 13, 2002)
SIMON PROPERTY GROUP, INC. SPG 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 (State or other jurisdiction
of incorporation or organization) of incorporation or organization)
04-6268599 13-2838638
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
001-14469 001-14469-01
(Commission File Number) (Commission File Number)
115 WEST WASHINGTON STREET
INDIANAPOLIS, INDIANA 46204
(Address of principal executive offices and zip code)
(317) 636-1600
(Registrants' telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On January 13, 2002, Simon Property Group, Inc. issued a joint press
release, along with Westfield America Trust and The Rouse Company,
announcing their agreement to jointly purchase the assets of Rodamco North
America N.V. for $5.3 billion. A copy of that press release is filed as
Exhibit 99 to this report and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
FINANCIAL STATEMENTS
None
EXHIBITS
99 Press Release dated January 13, 2002
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 hereunto duly authorized.
Dated: January 17, 2002
SIMON PROPERTY GROUP, INC.
SPG REALTY CONSULTANTS, INC.
By: /s/ James M. Barkley
Name: James M. Barkley
Title: Secretary
EXHIBIT 99
WESTFIELD AMERICA TRUST, SIMON PROPERTY GROUP AND THE ROUSE COMPANY AGREE
TO ACQUIRE RODAMCO ASSETS FOR $5.3 BILLION
NEW YORK, JAN. 13 /PRNEWSWIRE-FIRSTCALL/ -- OFFICIALS AT WESTFIELD
AMERICA TRUST (ASX: WFA), SIMON PROPERTY GROUP, INC. (NYSE: SPG) AND THE
ROUSE COMPANY (NYSE: RSE) ANNOUNCED TODAY THAT THEY HAVE SIGNED A
DEFINITIVE AGREEMENT TO JOINTLY PURCHASE THE ASSETS OF RODAMCO NORTH
AMERICA N.V. (EURONEXT: RNAA) FOR $5.3 BILLION. THE TRANSACTION HAS BEEN
APPROVED BY EACH OF THE COMPANIES' BOARD OF DIRECTORS AND IS SUBJECT TO
CUSTOMARY CLOSING CONDITIONS. THE TRANSACTION IS EXPECTED TO BE COMPLETED
IN APPROXIMATELY 90 DAYS. BASED UPON THE PURCHASE PRICE AND THE NET
OPERATING INCOME CURRENTLY IN PLACE, THE COMBINED INITIAL YEAR UNLEVERED
RETURN FOR WESTFIELD, SIMON AND ROUSE FROM THIS TRANSACTION IS EXPECTED TO
BE APPROXIMATELY 8.5%.
RNA IS A PUBLICLY TRADED, NETHERLANDS-BASED PROPERTY COMPANY. ITS
PORTFOLIO CONSISTS PRIMARILY OF HIGH-QUALITY, HIGHLY-PRODUCTIVE REGIONAL
MALLS IN THE UNITED STATES, AS WELL AS OWNERSHIP INTERESTS IN OTHER REAL
ESTATE ASSETS. THE RNA MALL ASSETS GENERATE INDUSTRY-LEADING SALES OF OVER
$450 PER SQUARE FOOT AND ARE 93% OCCUPIED. THE PORTFOLIO CONTAINS SOME OF
THE COUNTRY'S MOST PRODUCTIVE AND DOMINANT ASSETS INCLUDING CENTURY CITY
SHOPPING CENTER IN LOS ANGELES; COPLEY PLACE IN BOSTON; THE GALLERIA IN
HOUSTON; GARDEN STATE PLAZA IN SUBURBAN NEW JERSEY; OAKBROOK CENTER IN
CHICAGO; AND PERIMETER MALL IN ATLANTA. A DETAILED LISTING OF ASSETS BEING
ACQUIRED BY EACH COMPANY IS PROVIDED AS ATTACHMENT A TO THIS RELEASE.
SIMON AND ROUSE EACH OWN FOUR OF THE PORTFOLIO ASSETS IN JOINT
VENTURES WITH RNA AND WESTFIELD OWNS ONE OF THE ASSETS IN AN RNA JOINT
VENTURE. EACH OF THE COMPANIES WILL ACQUIRE THE REMAINING OWNERSHIP
INTERESTS IN ITS EXISTING JOINT VENTURE ASSETS. THE BALANCE OF THE REGIONAL
MALL PORTFOLIO HAS BEEN ALLOCATED BASED UPON MARKET PRESENCE AND OTHER
STRATEGIC CONSIDERATIONS OF THE THREE COMPANIES.
THE THREE COMPANIES WILL JOINTLY OWN THE REMAINING ASSETS, WHICH
INCLUDE A THIRD PARTY PROPERTY MANAGEMENT COMPANY, A NEW YORK OFFICE
BUILDING AND INVESTMENTS IN THREE REAL ESTATE OPERATING COMPANIES. THE
BUYERS INTEND TO OPERATE AND TO GROW THE THIRD PARTY MANAGEMENT BUSINESS,
URBAN RETAIL PROPERTIES CO., CAPITALIZING UPON ITS CURRENT LEADING MARKET
POSITION AND THE UNIQUE SKILLS AND TALENTS OF URBAN'S EXISTING EMPLOYEES.
WESTFIELD'S SHARE OF THE GROSS VALUE OF THE TRANSACTION IS
APPROXIMATELY $2.3 BILLION INCLUDING $936 MILLION OF EXISTING RNA PROPERTY
DEBT AND PERPETUAL PREFERRED STOCK. THE BALANCE WILL BE PAYABLE IN CASH AT
CLOSING. PETER LOWY, CHIEF EXECUTIVE OFFICER OF WESTFIELD AMERICA STATED,
"WE ARE DELIGHTED TO WORK IN PARTNERSHIP WITH SIMON AND ROUSE, TWO OF
AMERICA'S LEADING REITS, IN A WAY THAT CREATES VALUE FOR ALL PARTIES. FOR
WESTFIELD, THE ADDITION OF THE RNA CENTERS COMPLEMENTS THE RECENT
ACQUISITION OF NINE NEW CENTERS FROM THE JACOBS GROUP AND FURTHER ENHANCES
THE GEOGRAPHIC SPREAD OF ASSETS ACROSS THE U.S."
SIMON'S SHARE OF THE GROSS VALUE OF THE TRANSACTION IS APPROXIMATELY
$1.55 BILLION, INCLUDING $570 MILLION OF EXISTING RNA PROPERTY DEBT AND
PERPETUAL PREFERRED STOCK. THE BALANCE WILL BE PAYABLE IN CASH AT CLOSING
AND, INITIALLY, WILL BE FUNDED BY THE COMPANY'S EXISTING CREDIT FACILITY
AND AN ACQUISITION FACILITY. DAVID SIMON, CHIEF EXECUTIVE OFFICER OF SIMON
PROPERTY GROUP, STATED, "WE ARE PLEASED TO BE A PART OF THIS TRANSACTION,
ADDING NINE NEW REGIONAL MALLS TO THE SIMON PORTFOLIO, AS WELL AS ASSUMING
100% OWNERSHIP OF OUR FOUR EXISTING RNA VENTURES. WE HAVE INCREASED OUR
DOMINANCE IN BOSTON AND CONTINUE TO ENHANCE THE QUALITY OF OUR PORTFOLIO
THROUGH THE ADDITION OF SUCH PROMINENT ASSETS AS THE GALLERIA IN HOUSTON
AND SOUTHPARK MALL IN CHARLOTTE. WE ARE ALSO PLEASED TO PARTNER WITH ROUSE
AND WESTFIELD IN THIS TRANSACTION WHICH IS EXPECTED TO BE IMMEDIATELY
ACCRETIVE TO EARNINGS AND INCREASE VALUE TO OUR SHAREHOLDERS."
THE ROUSE COMPANY'S SHARE OF THE GROSS VALUE OF THIS TRANSACTION IS
APPROXIMATELY $1.45 BILLION, INCLUDING $675 MILLION OF EXISTING RNA
PROPERTY DEBT AND PERPETUAL PREFERRED STOCK. THE BALANCE WILL BE PAYABLE IN
CASH AT CLOSING. THE COMPANY HAS ARRANGED A BRIDGE LOAN PROVIDING $870
MILLION OF AVAILABILITY FOR AN EIGHTEEN (18) MONTH TERM. ANTHONY W.
DEERING, CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF THE ROUSE COMPANY, STATED,
"WE ARE PLEASED TO HAVE THE OPPORTUNITY TO JOIN WITH SIMON PROPERTY GROUP
AND WESTFIELD AMERICA TRUST IN THIS TRANSACTION. OUR CORPORATE STRATEGY HAS
BEEN TO FOCUS ON DOMINANT RETAIL CENTERS IN MAJOR MARKETS AND THESE EIGHT
PROPERTIES CERTAINLY FIT THAT PROFILE. WE ARE INTIMATELY FAMILIAR WITH FOUR
OF THESE PROPERTIES (NORTH STAR MALL, PERIMETER MALL, WILLOWBROOK AND
COLLIN CREEK), HAVING OWNED AND MANAGED THEM FOR MANY YEARS, AND THE OTHER
FOUR CENTERS PROVIDE THE COMPANY A HIGH QUALITY PRESENCE IN THREE NEW
MARKETS, CHICAGO, DETROIT AND DURHAM."
MERRILL LYNCH & CO. ACTED AS A FINANCIAL ADVISOR TO WESTFIELD AND
ASSISTED IN THE TRANSACTION. BANC OF AMERICA SECURITIES ACTED AS FINANCIAL
ADVISOR TO THE ROUSE COMPANY.
WESTFIELD AMERICA TRUST (ASX: WFA) IS ONE OF THE LARGEST PROPERTY
TRUSTS LISTED ON THE AUSTRALIAN STOCK EXCHANGE. WFA OWNS THE WESTFIELD
AMERICA PORTFOLIO OF 39 MAJOR U.S. SHOPPING CENTERS, BRANDED AS WESTFIELD
SHOPPINGTOWNS. WESTFIELD SHOPPINGTOWNS ARE HOME TO MORE THAN 5,000
SPECIALTY STORES, SERVE 10 PERCENT OF THE U.S. POPULATION AND COMPRISE 37.8
MILLION SQUARE FEET OF LEASABLE SPACE IN CALIFORNIA, COLORADO, CONNECTICUT,
MARYLAND, MISSOURI, NEW JERSEY, NEW YORK, NORTH CAROLINA AND WASHINGTON.
SIMON PROPERTY GROUP, INC. (NYSE: SPG), HEADQUARTERED IN INDIANAPOLIS,
INDIANA, IS A SELF-ADMINISTERED AND SELF-MANAGED REAL ESTATE INVESTMENT
TRUST WHICH, THROUGH ITS SUBSIDIARY PARTNERSHIPS, IS ENGAGED 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 252 PROPERTIES
CONTAINING AN AGGREGATE OF 187 MILLION SQUARE FEET OF GROSS LEASABLE AREA
IN 36 STATES AND SEVEN ASSETS IN EUROPE AND CANADA. TOGETHER WITH ITS
AFFILIATED MANAGEMENT COMPANY, SIMON OWNS OR MANAGES APPROXIMATELY 191
MILLION SQUARE FEET OF GROSS LEASABLE AREA IN RETAIL AND MIXED-USE
PROPERTIES. SHARES OF SIMON PROPERTY GROUP, INC. ARE PAIRED WITH BENEFICIAL
INTERESTS IN SHARES OF STOCK OF SPG REALTY CONSULTANTS, INC. ADDITIONAL
SIMON PROPERTY GROUP INFORMATION IS AVAILABLE AT WWW.SHOPSIMON.COM.
HEADQUARTERED IN COLUMBIA, MD., THE ROUSE COMPANY WAS FOUNDED IN 1939
AND BECAME A PUBLIC COMPANY IN 1956 (NYSE: RSE). A PREMIER REAL ESTATE
DEVELOPMENT AND MANAGEMENT COMPANY, THE ROUSE COMPANY, THROUGH ITS NUMEROUS
AFFILIATES, OPERATES MORE THAN 200 PROPERTIES ENCOMPASSING RETAIL, OFFICE,
RESEARCH AND DEVELOPMENT AND INDUSTRIAL SPACE IN 21 STATES. THE COMPANY IS
ALSO THE DEVELOPER OF THE PLANNED COMMUNITIES OF COLUMBIA, MD., AND
SUMMERLIN, JUST OUTSIDE OF LAS VEGAS.
THIS RELEASE INCLUDES FORWARD-LOOKING STATEMENTS, WHICH REFLECT THE
COMPANIES' CURRENT VIEW WITH RESPECT TO FUTURE EVENTS AND FINANCIAL
PERFORMANCE. THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO CERTAIN RISKS
AND UNCERTAINTIES, WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY
FROM HISTORICAL OR ANTICIPATED RESULTS. THE WORDS "BELIEVE", "EXPECT",
"ANTICIPATE" AND SIMILAR EXPRESSIONS IDENTIFY FORWARD-LOOKING STATEMENTS.
READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING
STATEMENTS, WHICH SPEAK ONLY AS OF THEIR DATES. THE COMPANIES UNDERTAKE NO
OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS,
WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. FOR A
DISCUSSION OF CERTAIN FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM HISTORICAL OR ANTICIPATED RESULTS, INCLUDING REAL ESTATE
INVESTMENT RISKS, DEVELOPMENT RISKS AND CHANGES IN THE ECONOMIC CLIMATE,
YOU ARE REFERRED TO VARIOUS HISTORICAL FILINGS BY SIMON PROPERTY GROUP,
INC. AND THE ROUSE COMPANY WITH THE SECURITIES AND EXCHANGE COMMISSION.
SUCH FILINGS INCLUDE, BUT ARE NOT LIMITED TO FORM 10K AND FORM 10Q.
ATTACHMENT A
SUMMARY OF PROPERTIES ACQUIRED FROM RODAMCO NORTH AMERICA (RNA)
PROPERTIES TO BE ACQUIRED BY WESTFIELD AMERICA TRUST
GLA Information
Ownership % (000's)
to be Total Mall
Property Name/Location Acquired(1) Center Stores Anchor Tenants
Brandon TownCenter 100% 980 361 Burdines,
Brandon, FL Dillard's,
JCPenney, Sears
Century City Shopping Center 50% 794 437 Bloomingdale's,
Los Angeles, CA Macy's
Citrus Park Town Center 100% 1,099 454 Burdines,
Tampa, FL Dillard's,
JCPenney, Sears
Countryside Mall 100% 1,215 420 Burdines,
Clearwater, FL Dillard's,
JCPenney, Sears
Fox Valley Center 100% 1,417 549 Carson Pirie Scott,
Aurora, IL JCPenney,
Marshall Field's,
Sears
Franklin Park Mall 50% 1,071 316 Dillard's,
Toledo, OH Jacobson's,
JCPenney,
Marshall Field's
Galleria at Roseville 100% 1,073 472 JCPenney, Macy's,
Roseville, CA Nordstrom, Sears
Garden State Plaza(2) 50% 1,988 791 JCPenney, Lord &
Paramus, NJ Taylor, Macy's,
Nordstrom, Neiman
Marcus
Great Northern Mall 100% 866 316 JCPenney,
North Olmsted, OH Kaufmann's, Sears
Hawthorn Center 100% 1,233 504 Carson Pirie Scott,
Vernon Hills, IL JCPenney,
Marshall Field's,
Sears
MainPlace 100% 1,117 456 Robinsons-May
Santa Ana, CA (2 stores), Macy's,
Nordstrom
Old Orchard Center 100% 1,788 648 Bloomingdale's,
Skokie, IL Lord & Taylor,
Marshall Field's,
Nordstrom, Saks
Fifth Avenue
San Francisco Shopping Centre 50% 508 196 Nordstrom
San Francisco, CA
Valencia Town Center 25% 730 335 JCPenney,
Valencia, CA Robinsons-May,
Sears
SUMMARY OF PROPERTIES ACQUIRED FROM RODAMCO NORTH AMERICA (RNA)
PROPERTIES TO BE ACQUIRED BY SIMON PROPERTY GROUP, INC.
GLA Information
Ownership % (000's)
to be Total Mall
Property Name/Location Acquired(1) Center Stores Anchor Tenants
Copley Place 31% 1,192 264 Neiman Marcus
Boston, MA
Coral Square Mall(2) 50% 946 298 Burdines
Coral Springs, FL (2 stores),
Dillard's,
JCPenney, Sears
Florida Mall, The(2) 50% 1,637 589 Burdines,
Orlando, FL Dillard's,
JCPenney,
Parisian,
Saks Fifth Avenue,
Sears
Galleria, The 31% 1,763 842 Lord & Taylor,
Houston, TX Macy's, Neiman
Marcus,
Saks Fifth Avenue
Mall at Chestnut Hill, The 50% 444 180 Bloomingdale's,
Newton, MA Filene's
Maplewood Mall 100% 947 317 Marshall Field's,
Minneapolis, MN Kohl's, Mervyn's,
Sears
Miami International Mall(2) 40% 974 290 Burdines
Miami, FL (2 stores),
Dillard's,
JCPenney, Sears
Penn Square Mall 100% 1,075 385 Dillard's, Foley's,
Oklahoma City, OK JCPenney
Pheasant Lane Mall 100% 1,011 306 Filene's, JCPenney,
Nashua, NH Macy's, Sears,
Target
SouthPark Mall 100% 1,143 306 Belk, Dillard's,
Charlotte, NC Hecht's, Sears
West Town Mall(2) 50% 1,335 457 Dillard's,
Knoxville, TN JCPenney, Parisian,
Proffitt's, Sears
Wolfchase Galleria 100% 1,086 389 Dillard's,
Memphis, TN Goldsmith's,
JCPenney, Sears
Woodland Hills Mall 50% 1,093 384 Dillard's, Foley's,
Tulsa, OK JCPenney, Sears
SUMMARY OF PROPERTIES ACQUIRED FROM RODAMCO NORTH AMERICA (RNA)
PROPERTIES TO BE ACQUIRED BY THE ROUSE COMPANY
GLA Information
Ownership % (000's)
to be Total Mall
Property Name/Location Acquired(1) Center Stores Anchor Tenants
Collin Creek(2) 70% 1,120 330 Dillard's, Foley's,
Plano, TX JCPenney, Mervyn's,
Sears
Lakeside Mall 100% 1,477 516 Hudson's, Hudson's
Sterling Heights, MI Men & Home,
JCPenney, Lord &
Taylor, Sears
North Star Mall 100% 1,251 435 Dillard's, Foley's,
San Antonio, TX Macy's, Mervyn's,
Saks Fifth Avenue
Oakbrook Center 50% 2,267 842 Lord & Taylor,
Oakbrook, IL Marshall Field's,
Neiman-Marcus,
Nordstrom, Saks
Fifth Avenue, Sears
Perimeter Mall(2) 50% 1,519 505 Macy's, Nordstrom,
Atlanta, GA Rich's, Rich's
Furniture Store
Streets at Southpoint, The 100% 1,320 590 Belk, Hecht's,
Durham, NC JCPenney,
Nordstrom, Sears
Water Tower Place 52% 820 310 Lord & Taylor,
Chicago, IL Marshall Field's
Willowbrook(2) 62% 1,525 498 Lord & Taylor,
Wayne, NJ Macy's, Sears,
Bloomingdale's
(1) EFFECTIVE OWNERSHIP INCLUDES CERTAIN MINORITY INTERESTS.
(2) PROPERTY IS IN AN EXISTING JOINT VENTURE WITH RNA.