SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
SIMON PROPERTY GROUP, INC.
SPG REALTY CONSULTANTS, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.0001 PER SHARE OF SIMON PROPERTY
GROUP, INC. PAIRED WITH A BENEFICIAL INTEREST IN SPG REALTY
CONSULTANTS, INC. COMMON STOCK, PAR VALUE $.0001 PER SHARE.
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(Title of Class of Securities)
828806 10 9
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(CUSIP Number)
SEPTEMBER 24, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act
of 1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all provisions of the Act.
CUSIP No. 828806 10 9 Page 2 of 7
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
EDWARD J. DEBARTOLO, JR.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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5 SOLE VOTING POWER
NUMBER OF
SHARES 1,019,600
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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6 SHARED VOTING POWER
19,453,289
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7 SOLE DISPOSITIVE POWER
1,019,600
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8 SHARED DISPOSITIVE POWER
19,453,289
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,472,889
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
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12 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT.
CUSIP No. 828806 10 9 Page 3 of 7
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
NID CORPORATION
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
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5 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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6 SHARED VOTING POWER
16,179,802
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7 SOLE DISPOSITIVE POWER
0
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8 SHARED DISPOSITIVE POWER
16,179,802
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,179,802
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.9%
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12 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT.
CUSIP No. 828806 10 9 Page 4 of 7
Item 1(a) Name of Issuers:
Simon Property Group, Inc. ("SPG")
SPG Realty Consultants, Inc. ("SRC")
Item 1(b) Address of Issuer's Principal Executive Offices:
115 West Washington Street
Indianapolis, Indiana 46204
Items 2(a), 2(b) Name of Persons Filing; Address of Principal
and 2(c) Business Office; and Citizenship
Name: NID CORPORATION
Address: 100 DeBartolo Place, Suite 300
Youngstown, Ohio 44513
Citizenship: Ohio
Name: EDWARD J. DEBARTOLO, JR.
Address: 100 DeBartolo Place, Suite 300
Youngstown, Ohio 44513
Citizenship: U.S.A.
Item 2. (d) Title of Class of Securities:
SPG common stock, par value $.0001 per share (the "SPG Common
Stock") paired with a beneficial interest in the SRC common stock, par value
$.0001 per share (the "SRC Common Stock") (together the SPG Common Stock and the
SRC Common Stock are the "Paired Shares").
Item 2. (e) Cusip Number:
828806 10 9
CUSIP No. 828806 10 9 Page 5 of 7
Item 3. Statements filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
check whether the Person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act.
(e) [ ] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] a savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box.
Item 4. Ownership
NID CORPORATION
(a) Amount beneficially owned(1): 16,179,802
(b) Percentage of class(2): 7.9%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 16,179,802
(iii) Sole power to dispose or to direct the
disposition of: 0
(iv) Shared power to dispose or to direct the
disposition of: 16,179,802
EDWARD J. DEBARTOLO, JR.
(a) Amount beneficially owned(3): 20,472,889
(b) Percentage of class(2): 9.99%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 1,019,600
(ii) Shared power to vote or to direct the vote: 19,453,289
(iii) Sole power to dispose or to direct the
disposition of: 1,019,600
(iv) Shared power to dispose or to direct the
disposition of: 19,453,289
CUSIP No. 828806 10 9 Page 6 of 7
(1) Includes: (i) 349,402 Units held by Rues Properties, Inc., a wholly-owned
subsidiary of NID Corporation, (ii) 232,934 Units held by Rues Properties LLC, a
subsidiary of NID Corporation, (iii) 576,850 Units held by Cheltenham Shopping
Center Associates, a subsidiary of NID Corporation, (iv) 5,397,927 Units held by
EJDC LLC, a wholly-owned subsidiary of NID Corporation, (v) 2,259,894 Units held
by DeBartolo LLC, a wholly-owned subsidiary of NID Corporation, (vi) 5,453,559
Units held by Great Lakes Mall LLC, a subsidiary of NID Corporation, (vii)
1,905,236 Units held by NIDC LLC, a subsidiary of NID Corporation, and (viii)
4,000 shares of Class C Common Stock (as defined below) held by NID Corporation.
(2) Based on the Quarterly Report on Form 10-Q, filed by SPG and SRC on November
8, 2002 there were 184,434,340 shares of SPG Common Stock outstanding as of
October 15, 2002; including 3,200,000 shares of SPG class B common stock, par
value $.0001 per share (the "Class B Common Stock"); and 4,000 shares of SPG
class C common stock, par value $.0001 per share (the "Class C Common Stock"),
each of which are paired with a beneficial interest in 1/100th of a share of SRC
Common Stock. The percentage also includes the currently exercisable right to
acquire 20,468,889 shares of SPG Common Stock upon the conversion of units of
partnership interests in Simon Property Group, L.P, (the "Units") beneficially
held by Mr. DeBartolo or NID Corporation.
(3) Includes: (i) 4,000 shares of Class C Common Stock held by NID Corporation,
an entity controlled by Mr. DeBartolo, (ii) 1,019,600 Units held directly by Mr.
DeBartolo, (iii) 16,175,802 Units which are held by various subsidiaries of NID
Corporation (see note 2 above), an entity controlled by Mr. DeBartolo, (iv)
740,000 Units held by DeBartolo Funding LLC, an entity controlled by Mr.
DeBartolo (these Units were transferred from the Estate of Edward J. DeBartolo
to DeBartolo Funding LLC in July 2002), (v) 2,127,342 Units held by the Estate
of Edward J. DeBartolo (Mr. DeBartolo is the executor and beneficiary of the
estate), (vi) 134,372 Units held by the Lisa M. DeBartolo Revocable Trust of
which Mr. DeBartolo is the trustee, (vii) 134,372 Units held by the Tiffanie L.
DeBartolo Revocable Trust of which Mr. DeBartolo is the trustee, (viii) 134,372
Units held by the Nicole DeBartolo Revocable Trust of which Mr. DeBartolo is the
trustee, (ix) 3,029 Units held by Cynthia R. DeBartolo, Mr. DeBartolo's wife,
and (x) does not include 463,271 Units redeemed by SPG from the Estate of Edward
J. DeBartolo during September 2000.
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following. [ ]
N/A
CUSIP No. 828806 10 9 Page 7 of 7
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company:
N/A
Item 8. Identification and Classification of Members of the Group:
N/A
Item 9. Notice of Dissolution of Group:
N/A
Item. 10. Certification (see Rule 13d-1(b) and (c)):
N/A
EXHIBITS
Exhibit A Joint Filing Agreement and Power of Attorney.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 19, 2002
EDWARD J. DEBARTOLO, JR.
NID CORPORATION
By: /s/ Lynn E. Davenport
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Attorney-in-Fact
EXHIBIT A
JOINT FILING AGREEMENT
AND
POWER OF ATTORNEY
This Joint Filing Agreement and Power of Attorney (the "Agreement")
dated December 19, 2002, by and among Edward J. DeBartolo and NID Corporation,
an Ohio corporation (collectively, the "Reporting Persons").
The Reporting Persons agree to jointly prepare and file with the United
States Securities and Exchange Commission (the "SEC") a Schedule 13G and any
attachments thereto reporting each of the Reporting Persons' beneficial
ownership of paired shares of the common stock of Simon Property Group, Inc., a
Delaware corporation ("SPG") and SPG Realty Consultants, Inc., a Delaware
corporation ("SRC")and affirm that such Schedule 13G and any attachments thereto
are being filed on behalf of each of the Reporting Persons.
The Reporting Persons constitute and appoint each of Arthur D.
Wolfcale, Esq. and Lynn E. Davenport acting jointly or separately, as the
undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the Reporting Persons, in the
Reporting Persons' capacity as holder of the securities of SPG
and SRC, any Schedule 13G or any amendments thereto;
(2) do and perform any and all acts for and on behalf of the
Reporting Persons which may be necessary or desirable to
complete and execute any such Schedule 13G or any amendments
thereto, and timely file such form with the SEC and any stock
exchange or similar authority; and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the Reporting Persons, it being
understood that the documents executed by such
attorney-in-fact on behalf of the Reporting Persons pursuant
to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may
approve in such attorney-in-fact's discretion.
The Reporting Persons grant to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever necessary,
appropriate or convenient to be done in the exercise of any of the rights and
powers granted in this Agreement, as fully to all intents and purposes as the
Reporting Persons might or could do if personally present, with full power of
substitution or revocation, ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Agreement and the rights and
powers granted in this Agreement. The Reporting Persons acknowledge that the
foregoing attorney-in-fact, in serving in such capacity at the request of the
Reporting Persons, is not assuming any of the Reporting Persons'
responsibilities to comply with Section 13 of the Securities Exchange Act of
1934, as amended.
This Agreement shall remain in full force and effect until the
Reporting Persons are no longer required to file any Schedule 13G with respect
to the Reporting Persons' holdings of and transactions in securities issued by
SPG and SRC, unless earlier revoked by the Reporting Persons in a signed writing
delivered to the foregoing attorney-in-fact.
This Agreement may be executed in counterparts each of which shall be
deemed an original but all of which together constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties to this Agreement have executed this
Agreement as of the date first written above.
NID CORPORATION
(f/k/a The Edward J. DeBartolo Corporation)
By: /s/ Edward W. Muransky
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Its: President
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/s/ Edward J. DeBartolo, Jr.
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Edward J. DeBartolo, Jr.