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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
Commission file number 333-11491
SIMON DeBARTOLO GROUP, L.P.
(Exact name of registrant as specified in its charter)
Delaware 34-1755769
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) 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
Securities registered pursuant to Section 12 (b) of the Act: None
Securities registered pursuant to Section 12 (g) of the Act: None
- --------------------------------------------------------------------------
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES [x] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. N/A
Documents Incorporated By Reference
Portions of Simon DeBartolo Group, Inc.'s Proxy Statement in connection
with its Annual Meeting of Shareholders are incorporated by reference in
Part III.
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SIMON DeBARTOLO GROUP, L.P.
Annual Report on Form 10-K
December 31, 1997
TABLE OF CONTENTS
Item No. Page No.
Part I
1.Business 3
2.Properties 9
3.Legal Proceedings 32
4.Submission of Matters to a Vote of Security Holders 32
Part II
5.Market for the Registrant and Related Unitholder Matters 33
6.Selected Financial Data 34
7.Management's Discussion and Analysis of Financial
Condition and Results of Operations 35
7A. Quantitative and Qualitative Disclosure About Market Risk 47
8.Financial Statements and Supplementary Data 47
9.Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 47
Part III
10. Directors and Executive Officers of the Registrant 48
11. Executive Compensation 48
12. Security Ownership of Certain Beneficial Owners
and Management 48
13. Certain Relationships and Related Transactions 48
Part IV
14. Exhibits, Financial Statements, Schedules and Reports
on Form 8-K 49
SIGNATURES 75
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PART I
Item 1. Business
Background
Simon DeBartolo Group, L.P. ("the Operating Partnership"or "SDG, LP"), a
Delaware limited partnership, is a majority owned subsidiary of Simon DeBartolo
Group, Inc. (the "Company"), a Maryland corporation, formerly known as Simon
Property Group, Inc. The Company is a self-administered and self-managed
real estate investment trust ("REIT") under the Internal Revenue Code of 1986,
as amended (the "Code"). The Operating Partnership is engaged primarily in
the ownership, operation, management, leasing, acquisition, expansion and
development of real estate properties, primarily regional malls and community
shopping centers.
As of December 31, 1997, the Operating Partnership owns or holds
an interest in 202 income-producing properties, which consist of 120
regional malls, 72 community shopping centers, three specialty retail
centers, four mixed-use properties and three value-oriented super-
regional mall located in 33 states (the "Properties"). The Operating
Partnership also owns interests in one specialty retail center and two
community centers currently under construction and nine parcels of
land either in preconstruction development or held for future
development (collectively, the "Development Properties", and together
with the Properties, the "Portfolio Properties"). The Operating
Partnership also holds substantially all of the economic interest in
M.S. Management Associates, Inc. (the "Management Company"), while
substantially all of the voting stock is held by Melvin Simon, Herbert
Simon and David Simon. The Management Company manages Properties
generally not wholly-owned by the Operating Partnership and certain
other properties, and also engages in certain property development
activities. The Operating Partnership also holds substantially all of
the economic interest in, and the Management Company holds
substantially all of the voting stock of, DeBartolo Properties
Management, Inc. ("DPMI"), which provides architectural, design,
construction and other services to substantially all of the Portfolio
Properties, as well as certain other regional malls and community
shopping centers owned by third parties.
The DRC Merger
On August 9, 1996, the national shopping center business of
DeBartolo Realty Corporation ("DRC") was acquired for an aggregate
value of $3.0 billion (the "DRC Merger"). The acquired portfolio
consisted of 49 regional malls, 11 community centers and 1 mixed-use
Property. These Properties included 47,052,267 square feet of retail
space gross leasable area ("GLA") and 558,636 of office GLA. Pursuant
to the DRC Merger, the Company changed its name to Simon DeBartolo
Group, Inc. In addition, the Management Company purchased from The
Edward J. DeBartolo Corporation all of the voting stock of DPMI, for
$2.5 million in cash.
For additional information concerning the DRC Merger, please see
Note 3 to the consolidated financial statements.
The Partnership Merger
On December 31, 1997, Simon Property Group, L.P., a Delaware
limited partnership ("SPG, LP"), merged (the "Partnership Merger")
into the Operating Partnership. Prior to the Partnership Merger, the
Operating Partnership and the Company held all of the partnership
interests of SPG, LP, which held interests in certain of the Portfolio
Properties. As a result of the Partnership Merger, the Operating
Partnership now directly or indirectly owns or holds interests in all
of the Portfolio Properties and directly holds substantially all of
the economic interest in the Management Company. Prior to the
DRC Merger, references to the Operating Partnership refer to
SPG, LP only.
Definitive Merger Agreement
The Company, Corporate Property Investors ("CPI") and Corporate
Realty Consultants, Inc. ("CRC") entered into an Agreement and Plan of
Merger, dated as of February 18, 1998 (the "Merger Agreement"),
pursuant to which a subsidiary of CPI shall be merged with and into
the Company (the "Merger"). Upon consummation of the Merger, CPI will
be renamed and holders of the Company's common stock will receive
shares of CPI common stock on a one-for-one basis and beneficial
interests in shares of CRC common stock. Based upon the capitalization
of the Company and CPI as of December 31, 1997, the Company's
stockholders would own in the aggregate approximately 67% of the
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outstanding shares of the new entity's common stock. Even though the
Company's stockholders will receive shares of common stock of a new
entity, substantially all the members of the current Board of
Directors and senior management of the Company will be members of the
new Board of Directors and senior management of the new entity. All
of the Company's policies, including investment and financing
policies, and practices are expected to continue as the new entity's
policies and practices.
The Merger Agreement provides that prior to the Merger each
holder of CPI common stock will receive consideration of $179 per
share, consisting of a dividend of : (i) the Cash Amount (as defined
below); (ii) 1.0818 shares of CPI common stock; and (iii) 0.19 shares
of CPI 6.5% convertible preferred stock. The "Cash Amount" is equal to
$90.00 per share of CPI common stock, subject to adjustment as
follows: (i) if the Market Price (as defined below) for the Company's
common stock at the effective time of the Merger exceeds $38.67, then
the Cash Amount shall be reduces by an amount equal to such excess
multiplied by 2.0818 and (ii) if the Market Price for the Company's
common stock at the effective time of the Merger is less than $28.58,
then the Cash Amount shall be increased by an amount equal to such
deficiency multiplied by 2.0818. The "Market Price" shall be the
average of the closing prices per share for the Company's common stock
on the New York Stock Exchange for the 20 consecutive trading days
ending on the fifth trading day prior to the effective time of the
Merger.
The transaction is expected to be consummated during the third
quarter of 1998 and is subject to the approval of the Company's
stockholders, as well as customary regulatory and other conditions.
The requisite number of CPI stockholders already have agreed to
approve the transaction. The foregoing description of the Merger
Agreement does not purport to be complete and is qualified in its
entirety by reference to the Merger Agreement, which appears as
Exhibit 10.1 to the Company's Form 8-K dated February 19, 1998 and is
incorporated herein by reference.
General
As of December 31, 1997, the Operating Partnership owned or held
interests in a diversified portfolio of 202 income-producing
Properties, including 120 enclosed regional malls, 72 community
shopping centers, three specialty retail centers, four mixed-use
Properties and three value-oriented super-regional malls, located in
33 states. Regional malls, community centers and the remaining
portfolio comprised 82.8%, 8.3%, and 8.9%, respectively of total rent
revenues and tenant reimbursements in 1997. The value-oriented super-
regional malls are not included in consolidated rent revenues and
tenant reimbursements as they are each accounted for using the equity
method of accounting. The Properties contain an aggregate of
approximately 128.8 million square feet of GLA, of which 78.0 million
square feet is owned by the Operating Partnership ("Owned GLA").
Approximately 3,600 different retailers occupy more than 14,000 stores
in the Properties. Total estimated retail sales at the Properties
exceeded $25 billion in 1997.
Operating Strategies
The Operating Partnership's primary business objectives are to
increase cash generated from operations per unit of partnership interest in the
Operating Partnership ("Unit") and the value of the Operating
Partnership's Properties and operations. The Operating Partnership
plans to achieve these objectives through a variety of methods
discussed below, although no assurance can be made that such
objectives will be achieved.
Leasing. The Operating Partnership pursues an active leasing
strategy, which includes aggressively marketing available space;
renewing existing leases at higher base rents per square foot;
and continuing to sign leases that provide for percentage rents
and/or regular or periodic fixed contractual increases in base
rents.
Management. Drawing upon the expertise gained through management
of approximately 140 million square feet of GLA of retail and mixed-use
Properties, the Operating Partnership seeks to maximize cash flow
through a combination of an active merchandising program to
maintain its shopping centers as inviting shopping destinations,
continuation of its successful efforts to minimize overhead and
operating costs, coordinated marketing and promotional
activities, and systematic planning and monitoring of results.
Acquisitions. The Operating Partnership intends to selectively
acquire individual properties and portfolios of properties that
meet its investment criteria as opportunities arise. Management
believes that consolidation will continue to occur within the
shopping center industry, creating opportunities for the
Operating Partnership to acquire additional portfolios of
shopping centers and increase operating profit margins.
Management also believes that its extensive experience in the
shopping center business, access to capital markets, national
operating scope, familiarity with real estate markets and
advanced management systems will allow it to evaluate and execute
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acquisitions competitively. Additionally, the Operating
Partnership may be able to acquire properties on a tax-advantaged
basis for the transferors.
During 1997, the Operating Partnership, through the acquisition
of The Retail Property Trust ("RPT"), and other related
transactions, acquired a portfolio of ten wholly-owned Properties
and one 50%-owned Property comprising approximately twelve
million square feet of GLA in eight states. RPT is also a REIT.
In addition, the Operating Partnership made several other single-
Property ownership acquisitions in 1997. The Operating
Partnership acquired a 50% ownership interest in Dadeland Mall
and an additional 48% ownership interest in West Town Mall,
increasing its ownership in that Property to 50%. In addition,
the Operating Partnership acquired The Fashion Mall at Keystone
at the Crossing, a 597,000 square-foot regional mall, along with
an adjacent community center. Also acquired in 1997 was the
remaining 30% ownership interest in Virginia Center Commons. On
December 29, 1997, the Operating Partnership formed a joint
venture partnership with The Macerich Company ("Macerich") to
acquire a portfolio of twelve regional malls comprising
approximately 10.7 million square feet of GLA. This transaction
closed on February 27, 1998, with the Operating Partnership
assuming leasing and management responsibilities for six of the
regional malls and Macerich assuming leasing and management for
the remaining properties.
Development. The Operating Partnership's focus is to selectively
develop new Properties in major metropolitan areas that exhibit
strong population and economic growth. During 1997, the Operating
Partnership opened one new regional mall, two value-oriented
super-regional malls and one new community shopping center. On
September 5, 1997, the Operating Partnership opened The Source, a
730,000 square-foot regional mall in Westbury (Long Island), New
York. On October 31, 1997 the Operating Partnership opened
Grapevine Mills, a 1.2 million square-foot value-oriented super-
regional mall in Grapevine (Dallas/Fort Worth), Texas, and on
November 20, 1997, the Operating Partnership opened Arizona
Mills, a 1.2 million square-foot value-oriented super-regional
mall in Tempe, Arizona. In March 1997, the Operating Partnership
opened Indian River Commons, a 260,000 square-foot community
shopping center in Vero Beach, Florida, which is immediately
adjacent to an existing regional mall Property.
Development activities are ongoing at several other locations
including the following projects, which have an aggregate
construction cost of approximately $200 million:
* The Shops at Sunset Place, a destination-oriented retail and
entertainment project containing approximately 510,000 square feet of
GLA is scheduled to open in October of 1998 in South Miami, Florida.
* Muncie Plaza, a 196,000 square-foot community center project, is
scheduled to open in April of 1998 in Muncie, Indiana, adjacent to
Muncie Mall.
* Lakeline Plaza, a 380,000 square-foot community center project,
is scheduled to open in two phases in May and November of 1998 in
Austin, Texas, adjacent to Lakeline Mall.
The Operating Partnership also has direct or indirect interests
in nine other parcels of land either in preconstruction
development or being held for future development in eight states
totaling approximately 677 acres. Management believes the
Operating Partnership is well positioned to pursue future
development opportunities as conditions warrant.
The Operating Partnership is in the preconstruction development
phase on one new value-oriented super-regional mall, a factory
outlet center and one new community center project. Concord
Mills, an approximately $200 million development, is scheduled to
open in 1999. This 1.4 million square-foot value-oriented super-
regional mall development project is 50%-owned by the Operating
Partnership. Houston Premium Outlets is a 462,000 square-foot
factory outlet project in Houston, Texas. This approximately $89
million project, of which the Operating Partnership has a 50%
ownership interest in, is scheduled to begin construction in 1998
and open in 1999. The Shops at North East Mall, which is
immediately adjacent to an existing regional mall in the
Company's portfolio, is an approximately $55 million development.
This 391,000 square-foot wholly-owned development project is
scheduled to open in Hurst, Texas, in 1999.
Strategic Expansions and Renovations. A key objective of the
Operating Partnership is to increase the profitability and market
share of the Properties through the completion of strategic
renovations and expansions. In 1997, the Operating Partnership
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completed construction and opened fourteen expansion and/or
renovation projects: Alton Square in Alton, Illinois; Aventura
Mall in Miami, Florida; Chautauqua Mall in Jamestown, New York;
Columbia Center in Kennewick, Washington; The Forum Shops at
Caesar's in Las Vegas, Nevada; Knoxville Center in Knoxville,
Tennessee; La Plaza in McAllen, Texas; Muncie Mall in Muncie,
Indiana; Northfield Square in Bradley, Illinois; Northgate Mall
in Seattle, Washington; Orange Park Mall in Jacksonville,
Florida; Paddock Mall in Ocala, Florida; Richmond Square in
Richmond, Indiana; and Southern Park Mall in Youngstown, Ohio.
The Operating Partnership has a number of renovation and/or
expansion projects currently under construction, or in
preconstruction development. The Operating Partnership expects to
commence construction on many of these projects in the next 12 to
24 months.
Competition
The Operating Partnership believes that it has a competitive
advantage in the retail real estate business as a result of (i) its
use of innovative retailing concepts, (ii) its management and
operational expertise, (iii) its extensive experience and relationship
with retailers and lenders, (iv) the size, quality and diversity of
its Properties and (v) through the mall marketing initiatives of Simon
Brand Ventures, which the Operating Partnership believes is the
world's largest and most sophisticated mall marketing initiative.
Management believes that the Properties are the largest, as measured
by GLA, of any publicly traded REIT, with more regional malls than any
other publicly traded REIT. For these reasons, management believes the
Operating Partnership to be the leader in the industry.
All of the Portfolio Properties are located in developed areas.
With respect to certain of such properties, there are other properties
of the same type within the market area. The existence of competitive
properties could have a material effect on the Operating Partnership's
ability to lease space and on the level of rents the Operating
Partnership can obtain.
There are numerous commercial developers, real estate companies
and other owners of real estate that compete with the Operating
Partnership in its trade areas. This results in competition for both
acquisition of prime sites (including land for development and
operating properties) and for tenants to occupy the space that the
Operating Partnership and its competitors develop and manage.
Environmental Matters
General Compliance. Management believes that the Portfolio
Properties are in compliance, in all material respects, with all
Federal, state and local environmental laws, ordinances and
regulations regarding hazardous or toxic substances (see Item 3. Legal
Proceedings). Substantially all of the Portfolio Properties have been
subjected to Phase I or similar environmental audits (which generally
involve only a review of records and visual inspection of the property
without soil sampling or ground water analysis) by independent
environmental consultants. The Phase I environmental audits are
intended to discover information regarding, and to evaluate the
environmental condition of, the surveyed properties and surrounding
properties. The environmental audits have not revealed, nor is
management aware of, any environmental liability that management
believes will have a material adverse effect on the Operating
Partnership. No assurance can be given that existing environmental
studies with respect to the Portfolio Properties reveal all potential
environmental liabilities; that any previous owner, occupant or tenant
of a Portfolio Property did not create any material environmental
condition not known to management; that the current environmental
condition of the Portfolio Properties will not be affected by tenants
and occupants, by the condition of nearby properties, or by unrelated
third parties; or that future uses or condition (including, without
limitation, changes in applicable environmental laws and regulations
or the interpretation thereof) will not result in imposition of
additional environmental liability.
Asbestos-containing materials. Asbestos-containing materials are
present in most of the Properties, primarily in the form of vinyl
asbestos tile, mastics and roofing materials, which are generally in
good condition. Fireproofing and insulation containing asbestos is
also present in certain Properties in limited concentrations or in
limited areas. Management believes the presence of such asbestos-containing
materials does not violate currently applicable laws. Asbestos-containing
materials will be removed by the Operating Partnership in the ordinary course
of any renovation, reconstruction and expansion, and in connection with
the retenanting of space.
Underground Storage Tanks. Several of the Portfolio Properties
contain or at one time contained underground storage tanks used to
store waste oils or other petroleum products primarily related to the
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operation of auto service center establishments. All such tanks had
been removed or previously abandoned in place and filled with inert
materials in accordance with applicable environmental laws. Site
assessments have revealed seven Properties contain certain soil and/or
groundwater contamination associated with such tanks. Subsurface
investigations (Phase II assessments) and remediation work are either
ongoing or scheduled to be conducted at such Properties. The costs of
remediation with respect to such matters have not been and are not
expected to be material.
Properties to be Developed or Acquired. Land being held for
shopping mall development or that may be acquired for development may
contain residues or debris associated with the use of the land by
prior owners or third parties. In certain instances, such residues or
debris could be or contain hazardous wastes or hazardous substances.
Prior to exercising any option to acquire any of the optioned
properties, the Operating Partnership will conduct environmental due
diligence consistent with past practice.
Employees
The Operating Partnership and its affiliates employ
approximately, 6,300 persons at various centers and offices throughout
the United States. Approximately 730 of such employees are located at
the Operating Partnership's headquarters in Indianapolis, Indiana, and
approximately 3,400 of all employees are part-time.
Insurance
The Operating Partnership has comprehensive liability, fire,
flood, extended coverage and rental loss insurance with respect to its
Properties. Management believes that such insurance provides adequate
coverage.
Headquarters
The Operating Partnership's executive offices are located at
National City Center, 115 West Washington Street, Indianapolis,
Indiana 46204, and its telephone number is (317) 636-1600.
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Executive Officers of the Registrant
The following table sets forth certain information with respect
to the executive officers of the Company, which is one of the general partners
of the Operating Partnership, as of December 31, 1997.
Name Age Position
Melvin Simon (1) 71 Co-Chairman
Herbert Simon (1) 63 Co-Chairman
David Simon (1) 36 Chief Executive Officer
Richard S. Sokolov 48 President and Chief Operating Officer
Randolph L. Foxworthy 53 Executive Vice President -
Corporate Development
William J. Garvey 59 Executive Vice President -
Property Development
James A. Napoli 51 Executive Vice President - Leasing
John R. Neutzling 45 Executive Vice President -
Property Management
James M. Barkley 46 General Counsel; Secretary
Stephen E. Sterrett 42 Treasurer
John Rulli 41 Senior Vice President - Human
Resources & Corporate Operations
James R. Giuliano, 40 Senior Vice President
III
(1) Melvin Simon is the brother of Herbert Simon and the father of
David Simon.
Set forth below is a summary of the business experience of the
executive officers of the Company and SD Property Group, Inc. The
executive officers serve at the pleasure of the Board of Directors and have
served in such capacities since the formation of the Company in 1993, with
the exception of Mr. Sokolov and Mr. Giuliano who have held their offices
since the DRC Merger. For biographical information of Melvin Simon, Herbert
Simon, David Simon, and Richard Sokolov, see Item 10 of this report.
Mr. Foxworthy is the Executive Vice President - Corporate
Development of the Company. Mr. Foxworthy joined Melvin Simon &
Associates, Inc. ("MSA") in 1980 and has been an Executive Vice
President in charge of Corporate Development of MSA since 1986 and has
held the same position with the Company since its formation in 1993.
Mr. Garvey is the Executive Vice President - Property Development
of the Company. Mr. Garvey, who was Executive Vice President and
Director of Development at MSA, joined MSA in 1979 and held various
positions with MSA.
Mr. Napoli is the Executive Vice President - Leasing of the
Company. Mr. Napoli also served as Executive Vice President and
Director of Leasing of MSA, which he joined in 1989.
Mr. Neutzling is the Executive Vice President - Property
Management of the Company. Mr. Neutzling has also been an Executive
Vice President of MSA since 1992 overseeing all property and asset
management functions. He joined MSA in 1974 and has held various
positions with MSA.
Mr. Barkley serves as the Company's General Counsel and
Secretary. Mr. Barkley holds the same position for MSA. He joined MSA
in 1978 as Assistant General Counsel for Development Activity.
Mr. Sterrett serves as the Company's Treasurer. He joined MSA in
1989 and has held various positions with MSA.
Mr. Rulli holds the position of Senior Vice President - Human
Resources and Corporate Operations. He joined MSA in 1988 and has held
various positions with MSA.
Mr. Giuliano has served as Senior Vice President since the DRC
Merger. He joined DRC in 1993, where he served as Senior Vice
President and Chief Financial Officer up to the DRC Merger.
The foregoing persons also hold the same offices with SD Property Group,
Inc., the managing general partner of the Operating Partnership.
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Item 2. Properties
Portfolio Properties
The Properties primarily consist of two types: regional malls and
community shopping centers. Regional malls contain two or more anchors
and a wide variety of smaller stores ("Mall" stores) located in
enclosed malls connecting the anchors. Additional stores
("Freestanding" stores) are usually located along the perimeter of the
parking area. The 120 regional malls in the Properties range in size
from approximately 200,000 to 1.6 million square feet of GLA, with 116
regional malls over 400,000 square feet. These regional malls contain
in the aggregate nearly 11,600 occupied stores, including 480 anchors
which are mostly national retailers. As of December 31, 1997, regional
malls (including specialty retail centers, and retail space in the
mixed-use Properties) represented 81.8% of total GLA, 76.5% of Owned
GLA and 81.5% of total annualized base rent of the Properties.
Community shopping centers are generally unenclosed and smaller
than regional malls. Most of the 72 community shopping centers in the
Properties range in size from approximately 100,000 to 400,000 square
feet of GLA. Community shopping centers generally are of two types:
(i) traditional community centers, which focus primarily on value-
oriented and convenience goods and services, are usually anchored by a
supermarket, drugstore or discount retailer and are designed to
service a neighborhood area; and (ii) power centers, which are
designed to serve a larger trade area and contain at least two anchors
that are usually national retailers among the leaders in their markets
and occupy more than 70% of the GLA in the center. As of December 31,
1997, community shopping centers represented 13.5% of total GLA, 16.1%
of Owned GLA and 8.7% of the total annualized base rent of the
Properties.
The Operating Partnership also has an interest in three specialty
retail centers, four mixed-use Properties and three value-oriented
super-regional malls. The specialty retail centers contain
approximately 760,000 square feet of GLA and do not have anchors;
instead, they feature retailers and entertainment facilities in a
distinctive shopping environment and location. The four mixed-use
Properties range in size from approximately 500,000 to 1,025,000
square feet of GLA. Two of these Properties are regional malls with
connected office buildings, and two are located in mixed-use
developments and contain primarily office space. The value-oriented
super-regional malls are each joint venture partnerships ranging in
size from approximately 1,160,000 to 1,330,000 square feet of GLA.
These include Arizona Mills, Grapevine Mills and Ontario Mills. These
Properties combine retail outlets, manufacturers, off-price stores and
other value-oriented tenants. As of December 31, 1997, value-oriented
super-regional malls represented 2.9% of total GLA, 4.6% of Owned GLA
and 5.6% of the total annualized base rent of the Properties.
As of December 31, 1997, approximately 87.3% of the Mall and
Freestanding Owned GLA in regional malls, specialty retail centers and
the retail space in the mixed use Properties was leased, approximately
93.8% of the Owned GLA in the value-oriented super-regional malls was
leased, and approximately 91.3% of Owned GLA in the community shopping
centers was leased.
Of the 202 Properties, 154 are owned 100% by the Operating
Partnership and the remainder are held as joint venture interests. The
Operating Partnership is the managing or co-managing general partner
of all but eight of the Properties held as joint venture interests.
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Additional Information
The following table sets forth certain information, as of December
31, 1997, regarding the Properties:
The Operating
Ownership Partnership's
Interest (Expiration Percentage Year Built or Total
Name/Location if Lease)(1) Interest(2) Acquired GLA Anchors/Specialty/Anchors
REGIONAL MALLS
1. Alton Square Fee 100.0 Acquired 641,145 Famous Barr, JCPenney,
Alton, IL 1993 Sears
2. Amigoland Mall Fee 100.0 Built 560,318 Beall's, Dillard's, JCPenney,
Brownsville, TX 1974 Montgomery Ward
3. Anderson Mall Fee 100.0 Built 637,872 Gallant Belk, JCPenney,
Anderson, SC 1972 Sears, Uptons
4. Aventura Mall(3) Fee 33.3 Built 1,459,397 AMC Theatre (4), Bloomingdales,
Miami, FL 1983 Burdines (4), JCPenney, Lord &
Taylor, Macy's, Sears
5. Avenues, The Fee 25.0 Built 1,113,651 Dillard's, Gayfers,
Jacksonville, FL 1990 Sears, Parisian, JCPenney
6. Barton Creek Fee 100.0 Built 1,374,794 Dillard's (5), Foley's,
Square 1981 JCPenney, Sears,
Austin, TX Montgomery Ward
7. Battlefield Fee and Ground 100.0 Built 1,156,592 Dillard's, Famous Barr,
Mall Lease (2056) 1970 Montgomery Ward, Sears,
Springfield, MO JCPenney
8. Bay Park Square Fee 100.0 Built 641,929 Kohl's, Montgomery Ward,
Green Bay, WI 1980 Shopko, Elder-Beerman
9. Bergen Mall Fee and Ground 100.0 Acquired 1,013,718 Value City, Stern's,
Paramus, NJ Lease (6)(2061) 1987 Marshall's, Off 5th-Saks Fifth
Avenue Outlet
10. Biltmore Square Fee (7) 66.7 Built 494,436 Belk, Dillard's, Proffitt's,
Asheville, NC 1989 Goody's
11. Boynton Beach Mall Fee 100.0 Built 1,064,072 Burdines, Macy's, Sears,
Boynton Beach, FL 1985 Dillard's (4) (5)
JCPenney
12. Broadway Square Fee 100.0 Acquired 571,429 Dillard's, JCPenney, Sears
Tyler, TX 1994
13. Brunswick Square Fee 100.0 Built 736,479 Brunswick Square Movies,
East Brunswick, NJ 1973 Macy's, JCPenney
14. Castleton Square Fee 100.0 Built 1,352,729 LS Ayres, Lazarus, Montgomery
Indianapolis, IN 1972 Ward (8), JCPenney, Sears
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15. Century III Mall Fee 50.0 Built 1,287,251 Lazarus, Kaufmann's, JCPenney
Pittsburgh, PA 1979 Sears, T.J. Maxx, Wickes
Furniture
16. Charlottesville Ground Lease 50.0 Acquired 573,614 Belk, JCPenney, Sears
Fashion Square (2076) 1997 Stone & Thomas
Charlottesville, VA
17. Chautauqua Mall Fee 100.0 Built 428,285 The Bon Ton (4), Sears,
Jamestown, NY 1971 JCPenney, Office Max
18. Cheltenham Square Fee 100.0 Built 624,790 Burlington Coat Factory,
Philadelphia, PA 1981 Movies at Cheltenham, Home
Depot, Value City,
Seaman's Furniture, Shop Rite
19. Chesapeake Square Fee and Ground (7)75.0 Built 704,463 Dillard's, Belk, JCPenney, Sears,
Chesapeake, VA Lease (2062) 1989 Montgomery Ward
20. Cielo Vista Mall Fee and Ground 100.0 Built 1,196,102 Dillard's (5), JCPenney, Montgomery
El Paso, TX Lease (9)(2027) 1974 Ward, Sears
21. Circle Centre Property Lease 14.7 Built 793,234 Nordstrom, Parisian,
Indianapolis, IN (2097) 1995 United Artists
22. College Mall Fee and Ground 100.0 Built 707,220 JCPenney, Lazarus,
Bloomington, IN Lease (10)(2048) 1965 L.S. Ayres, Sears, Target
23. Columbia Center Fee 100.0 Acquired 772,894 Barnes & Noble,
Kennewick, WA 1987 The Bon Marche, Lamonts,
JCPenney, Sears
24. Coral Square Fee 50.0 Built 941,370 Burdines (5), Dillard's,
Coral Springs, FL 1984 JCPenney, Sears
25. Cottonwood Mall Fee 100.0 Built 1,022,835 Dillard's, Foley's,
Albuquerque, NM 1996 JCPenney, Mervyn's,
Montgomery Ward
United Artists
26. Crossroads Mall Fee 100.0 Acquired 871,356 Dillard's, Sears,
Omaha, NE 1994 Younkers
27. Crystal River Mall Fee 100.0 Built 425,277 Belk, Kmart,
Crystal River, FL 1990 JCPenney, Regal Cinema,
Sears
28. Dadeland Mall Fee 50.0 Acquired 1,403,416 Burdine's, Burdine's Home
Miami, FL 1997 Gallery, JCPenney, Limited
Lord & Taylor, Saks Fifth
Avenue
29. DeSoto Square Fee 100.0 Built 686,408 Burdines, JCPenney,
Bradenton, FL 1973 Sears, Dillard's
11
30. Eastern Hills Mall Fee 100.0 Built 997,172 Sears, The Bon Ton,
Buffalo, NY 1971 JCPenney, Kaufmann's,
Burlington Coat Factory (4),
Waccamaw (11)
31. Eastland Mall Fee 100.0 Built 702,496 Dillard's, General Cinema,
Tulsa, OK 1986 JCPenney, Mervyn's,
Service Merchandise
32. Edison Mall Fee 100.0 Acquired 987,103 Burdines (5), Dillard's,
Fort Meyers, FL 1997 JCPenney, Sears
33. Fashion Mall at Ground Lease 100.0 Acquired 651,671 Jacobsons, Parisian
Keystone at the (2067) 1997
Crossing, The
Indianapolis, IN
34. Florida Mall, The Fee 50.0 Built 1,119,871 Burdines (4), Dillard's (5),
Orlando, FL 1986 Gayfers, JCPenney, Saks Fifth
Avenue, Sears
35. Forest Mall Fee 100.0 Built 484,131 JCPenney, Kohl's,
Fond Du Lac, WI 1973 Younkers, Sears, Staples
36. Forest Village Fee 100.0 Built 417,344 JCPenney, Kmart
Park Mall 1980
Forestville, MD
37. Fremont Mall Fee 100.0 Built 199,266 1/2 Price Store, JCPenney
Fremont, NE 1966
38. Golden Ring Mall Fee 100.0 Built 719,625 Caldor, Hecht's,
Baltimore, MD 1974 Montgomery Ward,
United Artists
39. Great Lakes Mall Fee 100.0 Built 1,295,872 Dillard's (5), Great Lakes
Cleveland, OH 1961 Mall Theatres, Kaufmann's,
JCPenney, Sears
40. Greenwood Park Fee 100.0 Acquired 1,273,258 JCPenney, Lazarus,
Mall 1979 L.S. Ayres, Sears,
Greenwood, IN Montgomery Ward (8),
Service Merchandise
41. Gulf View Square Fee 100.0 Built 809,913 Burdines, Dillard's,
Port Richey, FL 1980 Montgomery Ward,
JCPenney, Sears
42. Heritage Park Mall Fee 100.0 Built 634,178 Dillard's, Sears,
Midwest City, OK 1978 Montgomery Ward,
Service Merchandise
43. Hutchinson Mall Fee 100.0 Built 525,702 Cinema 8, Dillard's,
Hutchinson, KS 1985 JCPenney,
Sears, Wal-Mart (12),
Service Merchandise
44. Independence Center Fee 100.0 Acquired 1,030,462 The Jones Store Co.,
Independence, MO 1994 Dillard's, Sears
12
45. Indian River Mall Fee 50.0 Built 749,613 AMC Theatre, Burdines, Sears,
Vero Beach, FL 1996 JCPenney, Dillard's
46. Ingram Park Mall Fee 100.0 Built 1,133,183 Dillard's (5), Foley's,
San Antonio, TX 1979 JCPenney, Sears, Beall's
47. Irving Mall Fee 100.0 Built 1,040,628 Barnes & Noble (4),
Irving, TX 1971 Dillard's, Foley's,
General Cinema (4) JCPenney,
Mervyn's, Sears,
48. Jefferson Valley Fee 100.0 Built 589,601 Macy's, Sears,
Mall 1983 Service Merchandise
Yorktown Heights, NY
49. Knoxville Center Fee 100.0 Built 970,673 Dillard's, JCPenney,
Knoxville, TN 1984 Proffitt's, Sears,
Service Merchandise
50. La Plaza Fee and Ground 100.0 Built 987,645 Dillard's, JCPenney, Beall's,
McAllen, TX Lease (6)(2040) 1976 Foley's, Sears,
Service Merchandise,
Joe Brand-Lady Brand
51. Lafayette Square Fee 100.0 Built 1,220,043 JCPenney, LS Ayres, Sears,
Indianapolis, IN 1968 Lazarus, Waccamaw,
Montgomery Ward (11)
52. Laguna Hills Mall Fee 100.0 Acquired 812,581 JCPenney,
Laguna Hills, CA 1997 Macy's, Sears
53. Lakeland Square Fee 50.0 Built 900,556 Belk, Burdines,
Lakeland, FL 1988 Dillard's (5),
JCPenney, Sears
54. Lakeline Mall Fee 50.0(14) Built 1,102,670 Dillard's, Foley's, Sears,
N. Austin, TX 1995 JCPenney, Mervyn's, United
Artists
55. Lima Mall Fee 100.0 Built 753,127 Elder-Beerman, Sears,
Lima, OH 1965 Lazarus, JCPenney
56. Lincolnwood Town Fee 100.0 Built 441,085 Carson Pirie Scott,
Center 1990 JCPenney
Lincolnwood, IL
57. Longview Mall Fee 100.0 Built 617,025 Dillard's (5), JCPenney,
Longview, TX 1978 Sears, Service Merchandise,
Beall's
58. Machesney Park Mall Fee 100.0 Built 555,860 Kohl's, JCPenney,
Rockford, IL 1979 Bergners, (13)
59. Markland Mall Ground Lease 100.0 Built 391,284 Lazarus, Sears,
Kokomo, IN (2041) 1968 Target
60. McCain Mall Ground Lease 100.0 Built 776,516 Dillard's, JCPenney,
N. Little Rock, AR (15)(2032) 1973 M.M. Cohn, Sears
61. Melbourne Square Fee 100.0 Built 734,323 Belk, Burdines,
Melbourne, FL 1982 Dillard's (5), JCPenney
13
62. Memorial Mall Fee 100.0 Built 416,698 JCPenney, Kohl's,
Sheboygan, WI 1969 Sears
63. Menlo Park Mall Fee 100.0 Acquired 1,296,127 Macy's, Nordstrom,
Edison, New Jersey 1997 (16) Cineplex Odeon
64. Miami Fee 60.0 Built 972,296 Burdines (5), Sears,
International Mall 1982 Dillard's, JCPenney
Miami, FL
65. Midland Park Mall Fee 100.0 Built 618,924 Dillard's (5), JCPenney,
Midland, TX 1980 Sears, Beall's
66. Miller Hill Mall Fee 100.0 Built 801,511 Glass Block, JCPenney,
Duluth, MN 1973 Montgomery Ward, Sears
67. Mission Viejo Mall Fee 100.0 Built 817,167 Macy's,
Mission Viejo, CA 1979 Robinsons - May (5),
Nordstrom (4)
68. Mounds Mall Ground Lease 100.0 Built 407,233 Elder-Beerman, JCPenney,
Anderson, IN (2033) 1965 Sears
69. Muncie Mall Fee 100.0 Built 658,672 JCPenney, L.S. Ayres,
Muncie, IN 1970 Sears, Elder Beerman, (5)
70. North East Mall Fee 100.0 Built 1,142,147 Dillard's (5), JCPenney,
Hurst, TX 1971 Montgomery Ward, Sears
71. North Towne Square Fee 100.0 Built 761,659 Lion, Montgomery Ward, (13)
Toledo, OH 1980
72. Northfield Square Fee (7)31.6 Built 558,420 Cinemark Movies 10, Carson
Bradley, IL 1990 Pirie Scott, JCPenney, Sears,
Venture
73. Northgate Mall Fee 100.0 Acquired 1,123,787 The Bon Marche, Lamonts,
Seattle, WA 1987 (17) Nordstrom, JCPenney
74. Northwoods Mall Fee 100.0 Acquired 667,937 Famous Barr, JCPenney,
Peoria, IL 1983 Sears (4)
75. Oak Court Mall Fee 100.0 Acquired 847,964 Dillard's (5), Goldsmith's
Memphis, TN 1997 (18)
76. Orange Park Mall Fee 100.0 Acquired 916,174 AMC 24 Theatre, Dillard's,
Jacksonville, FL 1994 Gayfer's, JCPenney, Sears
77. Orland Square Fee 100.0 Acquired 1,224,962 Carson Pirie Scott, JCPenney,
Orland Park, IL 1997 Marshall Field, Plitt
Theatres, Sears
78. Paddock Mall Fee 100.0 Built 559,414 Belk, Burdines,
Ocala, FL 1980 JCPenney, Sears
14
79. Palm Beach Mall Fee 50.0 Built 1,200,692 JCPenney, Sears,
West Palm Beach, FL 1967 Lord & Taylor,
Dillards, Burdines
80. Port Charlotte Ground Lease (7)80.0 Built 716,149 Burdines, Dillard's,
Town Center (2064) 1989 Montgomery Ward,
Port Charlotte, FL JCPenney, Regal Cinema (4),
Sears
81. Prien Lake Mall Fee and Ground 100.0 Built 455,550 Dillards (4), JCPenney,
Lake Charles, LA Lease (6)(2025) 1972 Montgomery Ward,
Sears (4), The White House
82. Promenade, The Fee 100.0 Acquired 600,437 Macy's, Macy's Home,
Woodland Hills, CA 1997 AMC Theatre
83. Raleigh Springs Fee and Ground 100.0 Built 907,976 Dillard's, Goldsmith's
Mall Lease (6)(2018) 1979 JCPenney, Sears
Memphis, TN
84. Randall Park Mall Fee 100.0 Built 1,572,080 Dillard's, Kaufmann's,
Cleveland, OH 1976 LaSalle Interiors (5),
JCPenney, Sears,
Burlington Coat Factory
85. Richardson Square Fee 100.0 Built 723,365 Barnes & Noble, Dillard's,
Dallas, TX 1977 Ross Dress for Less (4),
Sears, Stein Mart (4),
Montgomery Ward
86. Richmond Town Fee 100.0 Built 872,989 JCPenney, Kaufmann's (4),
Square 1966 Sears, Sony Theatres
Cleveland, OH
87. Richmond Square Fee 100.0 Built 393,388 Dillard's, JCPenney,
Richmond, IN 1966 Sears, Office Max
88. River Oaks Center Fee 100.0 Acquired 1,341,165 Carson Pirie Scott,
Calumet City, IL 1997 (19) Cineplex Odeon, JCPenney,
Marshall Field, Sears
89. Rolling Oaks Mall Fee 49.9 Built 758,939 Dillard's, Foley's,
North San Antonio, TX 1988 Sears
90. Ross Park Mall Fee (7)100.0 Built 1,274,883 Lazarus, JCPenney,
Pittsburgh, PA 1986 Kaufmann's, Sears,
Service Merchandise
91. St. Charles Towne Fee 100.0 Built 1,053,244 Cineplex Odeon, Hecht's,
Center 1990 JCPenney, Kohl's, Sears,
Waldorf, MD Montgomery Ward,
92. Seminole Towne Fee 45.0 Built 1,153,861 Burdines, Dillard's,
Center 1995 JCPenney, Parisian, Sears
Sanford, FL United Artists
93. Smith Haven Mall Fee 25.0 Acquired 1,341,959 Sterns, Macy's,
Lake Grove, NY 1995 Sears, JCPenney
15
94. Source, The Fee 50.0 Built 732,820 ABC Home, Cheesecake Factory,
Long Island, NY 1997 Circuit City, Fortunoff,
Loehmann's, Nordstrom Rack,
Off 5th- Saks Fifth Avenue,
Old Navy, Rainforest Cafe,
Virgin Megastore
95. South Hills Fee 100.0 Acquired 1,107,269 Carmike Cinemas, Kaufmann's,
Village 1997 Lazarus, Sears
Pittsburgh, PA
96. South Park Mall Fee 100.0 Built 857,337 Burlington Coat Factory,
Shreveport, LA 1975 Dillard's, JCPenney,
Montgomery Ward,
Regal Cinema, Stage
97. Southtown Mall Fee 100.0 Built 858,202 Kohl's, JCPenney (11),
Ft. Wayne, IN 1969 L.S. Ayres (11), Sears,
Service Merchandise (11)
98. Southern Park Mall Fee 100.0 Built 1,210,446 Dillard's, Kaufmann's,
Youngstown, OH 1970 JCPenney, Sears
99. Southgate Mall Fee 100.0 Acquired 321,336 Albertson's (12), Sears,
Yuma, AZ 1988 Dillard's, JCPenney
100. Summit Mall Fee 100.0 Built 717,774 Kaufmann's, Dillard's (5) (4)
Akron, OH 1965
101. Sunland Park Mall Fee 100.0 Built 920,882 General Cinemas, JCPenney,
El Paso, TX 1988 Mervyn's, Sears, Dillard's,
Montgomery Ward
102. Tacoma Mall Fee 100.0 Acquired 1,280,841 The Bon Marche, Sears,
Tacoma, WA 1987 Nordstrom, JCPenney,
Mervyn's, Plitt Theatres
103. Tippecanoe Mall Fee 100.0 Built 865,341 Kohl's, Lazarus, Sears,
Lafayette, IN 1973 L.S. Ayres, JCPenney
104. Towne East Square Fee 100.0 Built 1,152,772 Dillard's, JCPenney,
Wichita, KS 1975 Sears, Service Merchandise
105. Towne West Square Fee 100.0 Built 938,536 Dillard's, Sears, JCPenney,
Wichita, KS 1980 Montgomery Ward,
Service Merchandise
106. Treasure Coast Square Fee 100.0 Built 884,720 Burdines, Dillard's (5),
Jenson Beach, FL 1987 Sears,
JCPenney
107. Tyrone Square Fee 100.0 Built 1,091,641 Burdines, Dillard's,
St. Petersburg, FL 1972 JCPenney, Sears
108. University Mall Ground Lease 100.0 Built 565,953 JCPenney, M.M. Cohn,
Little Rock, AR (20)(2026) 1967 Montgomery Ward
16
109. University Mall Fee 100.0 Acquired 711,327 McRae's, JCPenney,
Pensacola, FL 1994 Sears, United Artists
110. University Park Mall Fee 60.0 Built 941,094 LS Ayres, JCPenney, Sears,
South Bend, IN 1979 Marshall Fields
111. Upper Valley Mall Fee 100.0 Built 751,062 Lazarus, JCPenney,
Springfield, OH 1971 Sears, Elder-Beerman
112. Valle Vista Mall Fee 100.0 Built 647,603 Dillard's, Mervyn's,
Harlingen, TX 1983 Sears, JCPenney, Marshalls,
Beall's
113. Virginia Center Fee 100.0 Built 791,130 Belk, Dillard's, Hecht's,
Commons 1991 JCPenney, Sears
Richmond, VA
114. Washington Square Fee 100.0 Built 1,172,130 L.S. Ayres, Lazarus,
Indianapolis, IN 1974 Montgomery Ward (11),
JCPenney, Sears
115. West Ridge Mall Fee 100.0 Built 1,040,337 Dillard's, JCPenney,
Topeka, KS (21) 1988 Jones, Sears,
Montgomery Ward
116. West Town Mall Fee 50.0 Acquired 1,337,046 Dillard's, JCPenney,
Knoxville, TN 1991 Parisian, Proffitt's,
Regal Cinema (4), Sears
117. Westchester, The (3) Fee 50.0 Acquired 827,470 Neiman Marcus, Nordstrom
(22) 1997
White Plains, NY
118. White Oaks Mall Fee 77.0 Built 904,127 Bergner's, Famous Barr,
Springfield, IL 1977 Montgomery Ward, Sears
119. Windsor Park Mall Fee 100.0 Built 1,095,248 Dillard's (5), JCPenney,
San Antonio, TX 1976 Mervyn's, Beall's,
Montgomery Ward
120. Woodville Mall Fee 100.0 Built 794,005 Andersons, Sears,
Toledo, OH 1969 Elder-Beerman, (13)
17
VALUE-ORIENTED REGIONAL MALLS
1. Arizona Mills(3) Fee 26.3 Built 1,157,159 Burlington Coat Factory,
1997 Harkins Theater, Mikasa,
Oshman's Supersport, Off
5th- Saks Fifth Avenue Outlet,
JCPenney Outlet, Mikasa,
Rainforest Cafe, GameWorks,
Hi Health, Linens `N Things
2. Grapevine Mills (3) Fee 37.5 Built 1,213,779 Books-A-Million,
Grapevine (Dallas/Ft. 1997 Burlington Coat Factory,
Worth), TX Off 5th- Saks, Fifth Avenue
Outlet, JCPenney Outlet,
Rainforest Cafe, Group USA,
Bed, Bath & Beyond, AMC Theatres,
GameWorks, American
Wilderness (4)
3. Ontario Mills Fee 25.0 Built 1,326,284
(3) 1996 JCPenney Outlet,
Ontario, CA Burlington Coat Factory,
Marshall's, Sports
Authority, Dave & Busters,
Group USA, IWERKS, American
Wilderness Experience, T.J.Maxx,
Foozles, Totally for Kids, Bed,
Bath & Beyond, Off Rodeo, Mikasa,
Virgin, GameWorks, Off
5th-Saks Fifth Avenue Outlet
SPECIALTY RETAIL CENTERS
- -------------------------
1. Forum Shops at Ground (23) Built 477,584 -
Caesars, The Lease 1992
Las Vegas, NV (2050)
2. Tower Shops, Space 50.0 Built 59,810 -
The Lease 1996
Las Vegas, NV (2051)
3. Trolley Square Fee and 90.0 Acquired 223,793 -
Salt Lake City, Ground 1986
UT Lease (24)
18
MIXED-USE PROPERTIES
- --------------------
1. Fashion Centre Fee 21.0 Built 988,517 Lowe's Theatres,
at Pentagon 1989 (25) Macy's,
City, The Nordstrom
Arlington, VA
2. New Orleans Fee and 100.0 Built 1,023,690 Macy's,
Centre/CNG Ground 1988 (26) Lord & Taylor
Tower Lease
New Orleans, LA (2084)
3. O'Hare Fee 100.0 Built 496,058 -
International 1988 (27)
Center
Rosemont, IL
4. Riverway Fee 100.0 Acquired 818,278 -
Rosemont, IL 1991 (28)
COMMUNITY SHOPPING CENTERS
- --------------------------
1. Arvada Plaza Fee 100.0% Built 96,831 King Soopers
Arvada, CO 1966
2. Aurora Plaza Ground 100.0 Built 150,209 King Soopers,
Aurora, CO Lease 1965 MacFrugel's
(2058) Bargains,
Super Saver
Cinema
3. Bloomingdale Fee 100.0 Built 598,521 Builders Square,
Court 1987 T.J. Maxx,
Bloomingdale, Cineplex Odeon,
IL Frank's Nursery,
Marshalls,
Office Max, Old
Navy,
Service
Merchandise,
Wal-Mart, (13)
4. Boardman Plaza Fee 100.0 Built 651,181 Burlington Coat
Youngstown, OH 1951 Factory,
Giant Eagle,
Stein Mart,
T.J. Maxx,
Reyers Outlet
Hills
5. Bridgeview Fee 100.0 Built 280,299 Omni, Venture
Court 1988
Bridgeview, IL
6. Brightwood Fee 100.0 Built 41,893 Revco Drug,
Plaza 1965 Safeway
Indianapolis,
IN
7. Buffalo Grove Fee 92.5 Built 134,131 Buffalo Grove
Towne Center 1988 Theatres
Buffalo Grove,
IL
8. Celina Plaza Fee and 100.0 Built 32,622 General Cinema
El Paso, TX Ground 1978
Lease (29)
(2027)
19
9. Century Mall Fee 100.0 Acquired 415,245 Burlington Coat
(30) 1982 Factory,
Merrillville, Montgomery Ward
IN
10. Charles Towne Fee 100.0 Built 130,399 Montgomery Ward,
Square (31) 1976 Regal Cinema (4)
Charleston, SC
11. Chesapeake Fee 100.0 Built 305,904 Movies 10, Phar
Center 1989 Mor,
Chesapeake, VA K-Mart, Service
Merchandise
12. Cobblestone Fee and 35.0 Built 261,107 Dick's Sporting
Court Ground 1993 Goods,
Victor, NY Lease (10) Kmart, Office
(2038) Max
13. Cohoes Commons Fee and 100.0 Built 262,959 Bryant &
Rochester, NY Ground 1984 Stratton
Lease (6) Business
(2032) Institute,
Cohoes,
Xerox (32)
14. Countryside Fee and 100.0 Built 435,543 Best Buy,
Plaza Ground 1977 Builders Square,
Countryside, IL Lease (10) Frank's Nursery,
(2058) Old Country
Buffet,
Venture, (13)
15. Crystal Court Fee 35.0 Built 284,816 Cub Foods,
Crystal Lake, 1989 Wal-Mart,
IL Service
Merchandise,
(13)
16. Eastgate Fee 100.0 Acquired 462,510 Builder's
Consumer Mall 1981 Square,
(30) Burlington Coat
Indianapolis, Factory, Cub
IN Foods,
General Cinema
17. Eastland Plaza Fee 100.0 Built 188,229 Marshalls,
Tulsa, OK 1986 Target,
Toys "R" Us
18. Fairfax Court Ground 26.3 Built 249,305 Circuit City
Fairfax, VA Lease 1992 Superstore,
(2052) Montgomery Ward,
Today's Man
19. Forest Plaza Fee 100.0 Built 422,689 Builders Square
Rockford, IL 1985 (12), Kohl's,
Marshalls,
Factory Card
Outlet, Office
Max,
T.J. Maxx
20. Fox River Plaza Fee 100.0 Built 324,956 Builders Square,
Elgin, IL 1985 Venture,
Service
Merchandise,
(13) (13)
21. Gaitway Plaza Fee 23.3 Built 229,909 Books-A-Million,
Ocala, FL 1989 Montgomery Ward,
Office Depot,
T.J. Maxx
22. Glen Burnie Fee 100.0 Built 459,219 Montgomery Ward,
Mall (30) 1963 Best Buy, Toys
Glen Burnie, MD "R" Us, Dick's
Clothing and
Sporting Goods
23. Great Lakes Fee 100.0 Built 163,919 Best Buy,
Plaza 1976 Circuit City,
Cleveland, OH Home Place,
Michael's
24. Great Northeast Fee 50.0 Acquired 298,242 Sears, Phar Mor
Plaza 1989
Philadelphia,
PA
20
25. Greenwood Plus Fee 100.0 Built 226,297 Best Buy, Cinema
Greenwood, IN 1979 I-IV,
Kohl's
26. Griffith Park Ground 100.0 Built 274,230 General Cinema,
Plaza Lease 1979 Service
Griffith, IN (2060) Merchandise,
Venture
27. Grove at Fee 100.0 Built 215,591 Lakeland Square
Lakeland 1988 10 Theatre,
Square, The Sports
Lakeland, FL Authority,
Wal-Mart
28. Hammond Square Space 100.0 Built 87,705 Burlington Coat
Sandy Springs, Lease 1974 Factory,
GA (2011) Service
Merchandise
29. Highland Lakes Fee 100.0 Built 477,324 Bed, Bath &
Center 1991 Beyond,
Orlando, FL Goodings,
Marshalls,
Ross Dress for
Less,
Movies 12,
Service
Merchandise,
Office Max,
Target
30. Indian River Fee 50.0 Built 263,507 HomePlace,
Commons 1997 Lowe's,
Vero Beach, FL Office Max
Service
Merchandise
31. Ingram Plaza Fee 100.0 Built 111,518 _
San Antonio, TX 1980
32. Keystone Ground 100.0 Acquired 29,140 _
Shoppes Lease 1997
Indianapolis, (2067)
IN
33. Knoxville Fee 100.0 Built 180,463 Circuit City,
Commons 1987 Office Max, (13)
Knoxville, TN
34. Lake Plaza Fee 100.0 Built 218,208 Builders Square
Waukegan, IL 1986 (11),
Venture
35. Lake View Plaza Fee 100.0 Built 388,358 Best Buy (33),
Orland Park, IL 1986 Dominick's,
Ultra 3 (33),
Factory Card
Outlet,
Linens-N-Things
(33),
Marshalls,
Pet Care
Plus (33),
Service
Merchandise,
(13)
36. Lima Center Fee 100.0 Built 201,154 Regal Cinema,
Lima, OH 1978 Hills,
Service
Merchandise
37. Lincoln Fee 100.0 Built 161,337 PetsMart,
Crossing 1990 Wal-Mart
O'Fallon, IL
38. Mainland Fee (7) Built 390,986 Sam's Club, Wal-
Crossing 80.0 1991 Mart,
Galveston, TX Hobby Lobby
39. Maplewood Fee 100.0 Built 130,780 Bag `N Save, Big
Square 1970 Lots
Omaha, NE
21
40. Markland Plaza Fee 100.0 Built 108,296 Service
Kokomo, IN 1974 Merchandise,
Spiece
41. Martinsville Space 100.0 Built 102,162 Food Lion,
Plaza Lease 1967 Rose's
Martinsville, (2036)
VA
42. Marwood Plaza Fee 100.0 Built 105,785 Kroger, Revco
Indianapolis, 1962 Drug
IN
43. Matteson Plaza Fee 100.0 Built 275,455 Dominick's,
Matteson, IL 1988 Michael's Arts &
Crafts, Kmart,
Service
Merchandise
44. Memorial Plaza Fee 100.0 Built 129,202 Dunham's
Sheboygan, WI 1966 Sporting Goods,
Marcus Theatre,
Office Max
(13)
45. Mounds Mall Fee 100.0 Built 7,500 Kerasotes
Cinema 1974 Theater
Anderson, IN
46. New Castle Fee 100.0 Built 91,648 Goody's
Plaza 1966
New Castle, IN
47. North Ridge Fee 100.0 Built 323,672
Plaza 1985 Hobby Lobby, The
Joliet, IL TJX
Companies(12),
Service
Merchandise
48. North Riverside Fee 100.0 Built 119,608 Dominick's
Park Plaza 1977
North
Riverside, IL
49. Northland Plaza Fee and 100.0 Built 205,775 Marshalls,
Columbus, OH Ground 1988 Phar-Mor,
Lease (6) Service
(2085) Merchandise
50. Northwood Plaza Fee 100.0 Built 211,840 Kroger, Target,
Fort Wayne, IN 1974 (13)
51. Park Plaza Fee and 100.0 Built 114,458 Wal-Mart (11)
Hopkinsville, Ground 1968
KY Lease (6)
(2039)
52. Plaza at Fee 35.0 Built 337,966 Toys "R" Us,
Buckland 1993 Kids "R" Us,
Hills, The Service
Manchester, CT Merchandise,
Comp USA,
Linens-N-Thing',
Filene's
Basement, (13)
53. Regency Plaza Fee 100.0 Built 277,521 Sam's Wholesale,
St. Charles, MO 1988 Wal-Mart
54. Ridgewood Court Fee 35.0 Built 240,843 Home Quarters,
Jackson, MS 1993 T.J. Maxx,
Service
Merchandise,
(13)
55. Royal Eagle Fee 35.0 Built 203,140 Kmart,
Plaza 1989 Stein Mart
Coral Springs,
FL
22
56. Sherwood Fee 100.0 Acquired 187,000 _
Gardens (34) 1997
Salinas, CA
57. St. Charles Fee 100.0 Built 435,035 Ames, Hechinger,
Towne Plaza 1987 Jo Ann Fabrics,
Waldorf, MD CVS, T.J. Maxx,
Service
Merchandise,
Shoppers Food
Warehouse
58. Teal Plaza Fee and 100.0 Built 100,831 Circuit City
Lafayette, IN Ground 1962 (4), Hobby-
Lease Lobby, The Pep
(2007) (6) Boys (4)
59. Terrace at The Fee 100.0 Built 332,980 J.J. Byrons
Florida Mall 1989 (11), Marshalls,
Orlando, FL Service
Merchandise,
Target, Waccamaw
60. Tippecanoe Fee 100.0 Built 94,739 Barnes & Noble
Plaza 1974 Bookseller,
Lafayette, IN Service
Merchandise
61. University Fee 60.0 Built 150,548 Best Buy,
Center 1980 Michaels,
South Bend, IN Service
Merchandise
62. Village Park Fee 35.0 Built 503,052 Frank's Nursery,
Plaza 1990 Gaylan's,
Westfield, IN Jo-Ann Fabrics,
Kohl's,
Marsh, Regal
Cinemas,
Wal-Mart
63. Wabash Village Ground 100.0 Built 124,748 Kmart
West Lafayette, Lease 1970
IN (2063)
64. Washington Fee (7) Built 50,302 Kids "R" Us
Plaza 85.0 1976
Indianapolis,
IN
65. West Ridge Fee 100.0 Built 237,650 Magic Forest,
Plaza 1988 Target,
Topeka, KS TJ Maxx, Toys
"R" Us
66. West Town Fee 23.3 Built 384,832 PetsMart,
Corners 1989 Wal-Mart,
Altamonte Service
Springs, FL Merchandise,
Sports
Authority, (13)
67. Westland Park Fee 23.3 Built 163,154 Burlington Coat
Plaza 1989 Factory,
Orange Park, FL PetsMart, Sports
Authority
68. White Oaks Fee 100.0 Built 389,063 Cub Foods, Kids
Plaza 1986 "R" Us,
Springfield, IL Kohl's, Office
Max,
T.J. Maxx, Toys
"R" Us
69. Wichita Mall Ground 100.0 Built 379,461 Cinema III,
(30) Lease 1969 Office Max,
Wichita, KS (2022) Montgomery Ward
70. Willow Knolls Fee 35.0 Built 383,230 Kohl's,
Court 1990 Phar-Mor,
Peoria, IL Sam's Wholesale
Club,
Willow Knolls
Theaters 14
71. Wood Plaza Ground 100.0 Built 94,993 Country General
Fort Dodge, IA Lease 1968
(2045)
72. Yards Plaza, Fee 35.0 Built 273,097 Burlington Coat
The 1990 Factory,
Chicago, IL Omni Superstore,
Montgomery Ward
23
PROPERTIES UNDER CONSTRUCTION
- -----------------------------
1. Lakeline Plaza Fee 50.0 (35) 381,000 Linens `N
Austin, TX (14) Things, Office
Max, Old Navy,
Ross Dress for
Less, T.J. Maxx,
Party City, Toys
"R" Us
2. Muncie Plaza Fee 100.0 (36) 195,500 Factory Card
Muncie, IN Outlet, Kohl's,
OfficeMax, Shoe
Carnival,
T.J. Maxx
3. Shops at Sunset Fee 75.0 (37) 500,000 Nike Town, AMC
Place, The Theatres Virgin
Miami, FL Megastore,
Z Gallerie, IMAX
Theatre, Barnes
& Noble, Twin
Palms
24
(1) The date listed is the expiration date of the last renewal option
available to the Operating Partnership under the ground lease. In a
majority of the ground leases, the lessee has either a right of first
refusal or the right to purchase the lessor's interest. Unless otherwise
indicated, each ground lease listed in this column covers at least 50% of
its respective property.
(2) The Operating Partnership's interests in some of the Properties held as
joint venture interests are subject to preferences on distributions in
favor of other partners.
(3) This property is managed by a third party.
(4) Indicates anchor is currently under construction.
(5) This retailer operates two stores at this property.
(6) Indicates ground lease covers less than 15% of the acreage of this
property.
(7) The Operating Partnership receives substantially all of the economic
benefit of these properties.
(8) Retailer vacated subsequent to December 31, 1997 and the space was sold to
Von Maur, which is scheduled to open in the fourth quarter of 1998.
(9) Indicates two ground leases which taken together, cover less than 50% of
the acreage of the property
(10) Indicates ground lease covers less than 50% of the acreage of the
property.
(11) Indicates anchor has closed, but the Operating Partnership still collects
rents and/or fees under an agreement
(12) Indicates this anchor is currently subleasing the space to other
retailers.
(13) Includes an anchor space currently vacant.
(14) Effective January 30, 1998, the Operating Partnership acquired an
additional 15% interest in Lakeline Mall and Lakeline Plaza.
(15) Indicates ground lease covers all of the property except for parcels owned
in fee by anchors.
(16) Primarily retail space with approximately 54,884 square feet of office
space.
(17) Primarily retail space with approximately 69,876 square feet of office
space.
(18) Primarily retail space with approximately 126,190 square feet of office
space.
(19) Primarily retail space with approximately 70,991 square feet of office
space.
(20) Indicates one ground lease covers substantially all of the property and a
second ground lease covers the remainder.
(21) Includes outlots in which the Operating Partnership has an 85% interest
and which represent less than 3% of the GLA and total annualized base rent
for the property.
(22) The Operating Partnership purchased the management contract on this
property during 1998.
(23) The Operating Partnership owns 60% of the original phase of this Property
and 55% of phase II, which opened in August 1997.
(24) Indicates a ground lease covers a pedestrian walkway and steps at this
property. The Operating Partnership, as ground lessee, has the right to
successive five-year renewal options, subject to specified exceptions.
(25) Primarily retail space with approximately 167,150 square feet of office
space.
(26) Primarily retail space with 486,723 square feet of office space.
(27) Primarily office space with approximately 12,800 square feet of retail
space.
(28) Primarily office space with approximately 24,300 square feet of retail
space.
(29) Indicates ground lease covers outparcel.
(30) Effective December 31, 1997, Eastgate Consumer Mall, Glen Burnie Mall,
Century Mall and Wichita Mall have been reclassified as community centers.
These Properties are currently being operated and marketed to tenant
operations which are typically included in community centers.
(31) The Operating Partnership demolished the previously existing regional
mall, Charles Towne Square, and is in the process of rebuilding this
community center and a cinema on the land.
(32) Lease was terminated subsequent to December 31, 1997.
(33) Subleased from TJX Companies.
(34) This Property was sold in 1998.
(35) Phase I is scheduled to open during May 1998 and phase II is scheduled to
open during November 1998.
(36) This center is scheduled to open during April 1998, however the OfficeMax
and T.J. Maxx opened in 1997.
(37) Scheduled to open during October 1998.
25
Land Held for Development
The Operating Partnership has direct or indirect ownership
interests in nine parcels of land either in preconstruction
development or being held for future development, containing an
aggregate of approximately 677 acres located in eight states, and,
through the Management Company, interest in a mortgage on a parcel of
land held for development containing approximately 134 acres.
Management believes that the Operating Partnership's significant base
of commercially zoned land, together with the Operating Partnership's
status as a fully integrated real estate firm, gives it a competitive
advantage in future development activities over other commercial real
estate development companies in its principal markets.
The following table describes the acreage of the parcels of land
either in preconstruction development or being held for future
development in which the Operating Partnership has an ownership
interest, as well as the ownership percentage of the Operating
Partnership's interest in each parcel:
Ownership
Location Acreage Interest (1)
Bowie, MD 93.74 100%
Concord, NC 187.48 50%
Duluth, MN 11.17 100%
Hurst, TX 36.09 100%
Lafayette, IN 22.87 100%
Little Rock, AR 97.00 50%
Mt. Juliet, TN 109.26 100%
Sanford, FL 77.24 22.5%
Miami, FL 41.71 60%
--------
676.56
========
(1) The Operating Partnership has a direct ownership interest
in each parcel except Duluth, MN and Mt. Juliet, TN. The
Operating Partnership has the option to acquire those parcels
from the Management Company.
The Management Company has granted options to the Operating
Partnership (for no additional consideration) to acquire for a period
of ten years (expiring December 2003) the Management Company's
interest in the two parcels of land held for development, indicated in
footnote (1) to the above table, at a price equal to the actual cost
incurred to acquire and carry such properties. The Management Company
may not sell its interest in any parcel subject to option through
December 1998 without the consent of the Operating Partnership, and
thereafter, may only sell its interest subject to certain notice and
first purchase rights of the Operating Partnership.
The Management Company also holds indebtedness secured by 134
acres of land held for development, Lakeview at Gwinnett ("Lakeview")
in Gwinnett County, Georgia, in which Melvin Simon, Herbert Simon and
certain of their affiliates (the "Simons") hold a 64% partnership
interest. In addition, the Management Company holds unsecured debt
owed by the Simons as partners of this partnership. The Management
Company has an option to acquire the Simons' partnership interests in
Lakeview for nominal consideration in the event the requisite partner
consents to such transfers are obtained. The Management Company is
required to fund certain operating expenses and carrying costs of the
partnership that are owed by the Simons as partners thereof. The
Management Company has granted to the Operating Partnership the option
to acquire (i) the Simons' partnership interests and the secured debt
or (ii) the property, if the Management Company forecloses the secured
indebtedness, for nominal consideration plus the amount of all
advances and outstanding debt.
26
Joint Ventures
At certain of the Properties held as joint-ventures, the
Operating Partnership and its partners each have rights of first
refusal, subject to certain conditions, to acquire additional
ownership in the Property should the other partner decide to sell its
ownership interest. In addition, certain of the Properties held as
joint ventures contain "buy-sell" provisions, which gives the partners
the right to trigger a purchase or sale of ownership interest amongst
the partners.
Mortgage Financing on Properties
The following table sets forth certain information regarding the
mortgages and other debt encumbering the Properties. All mortgage and
property related debt is nonrecourse, although certain Unitholders
have guaranteed a portion of the property related debt in the
aggregate amount of $583.2 million.
27
MORTGAGE AND OTHER DEBT ON PORTFOLIO PROPERTIES
(Dollars in thousands)
Annual
Interest Face Amount Debt Maturity
Property Name Rate at 12/31/97 Service Date
- -------------------------------- -------- ----------- --------- --------
Consolidated Properties:
- ------------------------
Secured Indebtness
Anderson Mall (1) 6.57% $ 19,000 $ 1,248 (2) 9/15/02
Barton Creek Square 8.10% 62,868 5,867 12/30/99
Battlefield Mall 7.50% 49,730 4,765 6/1/03
Biltmore Square 7.15% 27,534 2,795 1/1/01
Bloomingdale Court (3) 8.75% 29,009 2,538 (2) 12/1/00
Chesapeake Center 8.44% 6,563 554 (2) 5/15/15
Chesapeake Square 7.28% 49,490 4,883 1/1/01
Cielo Vista Mall - 1 (4) 9.38% 55,615 5,828 5/1/07
Cielo Vista Mall - 2 8.13% 2,323 189 (2) 7/1/04
College Mall (5) 7.00% 42,936 3,563 7/1/04
Columbia Center 7.62% 42,867 3,789 3/15/02
Crossroads Mall 7.75% 41,440 3,212 (2) 7/31/02
Crystal River 7.72% (6) 16,000 1,235 (2) 1/1/01
Eastgate Consumer Mall 6.00% (7) (8) 22,929 1,376 (2) 12/31/98
Eastland Mall 7.22% (9) 30,000 2,166 (2) 3/1/98
Edison Mall 6.37% (10) (11) 41,000 2,611 (2) 3/19/98
Forest Mall (1) 6.57% 12,800 841 (2) 9/15/02
Forest Plaza (3) 8.75% 16,904 1,479 (2) 12/1/00
Forest Village Park Mall (1) 6.57% 20,600 1,353 (2) 9/15/02
Forum Phase I - Class A-1 7.13% 46,997 3,349 (2) 5/15/04
Forum Phase I - Class A-2 6.02% (12) (13) 44,385 2,671 (2) 5/15/04
Forum Phase II - Class A-1 7.13% 43,004 3,064 (2) 5/15/04
Forum Phase II - Class A-2 6.02% (12) (13) 40,614 2,444 (2) 5/15/04
Fox River Plaza (3) 8.75% 12,654 1,107 (2) 12/1/00
Golden Ring Mall (1) 6.57% 29,750 1,955 (2) 9/15/02
Great Lakes Mall - 1 6.74% 53,410 4,354 3/1/01
Great Lakes Mall - 2 7.07% 8,608 724 3/1/99
Greenwood Park Mall (5) 7.00% 35,960 2,984 7/1/04
Grove at Lakeland Square, The 8.44% 3,750 317 (2) 5/15/15
Gulf View Square 8.25% 38,157 3,652 10/1/06
Highland Lakes Center 7.22% (9) 14,377 1,038 (2) 3/1/02
Hutchinson Mall (1) 8.44% 11,523 973 (2) 10/1/02
Ingram Park Mall - 1 8.10% 48,580 4,533 12/1/99
Ingram Park Mall - 2 9.63% 7,000 674 (2) 11/1/99
Jefferson Valley Mall 6.27% (14) (15) 50,000 3,134 (2) 1/12/00
Keystone at the Crossing 7.85% 64,772 5,085 7/1/27
La Plaza Mall 8.25% 50,044 4,677 12/30/99
Lake View Plaza (3) 8.75% 22,169 1,940 (2) 12/1/00
Lima Mall - 1 7.12% 14,377 1,215 3/1/02
Lima Mall - 2 7.12% 4,789 405 3/1/02
Lincoln Crossing (3) 8.75% 997 87 (2) 12/1/00
Longview Mall (1) 6.57% 22,100 1,452 (2) 9/15/02
Mainland Crossing 7.22% (9) 2,226 161 (2) 3/31/02
Markland Mall (1) 6.57% 10,000 657 (2) 9/15/02
Matteson Plaza (3) 8.75% 11,159 976 (2) 12/1/00
McCain Mall (4) 9.38% 26,059 2,721 5/1/07
Melbourne Square 7.42% 39,841 3,374 2/1/05
Miami International Mall 6.91% 47,009 3,758 12/21/03
Midland Park Mall (1) 6.57% 22,500 1,478 (2) 9/15/02
North East Mall 10.00% 22,201 2,475 9/1/00
North Riverside Park Plaza - 1 9.38% 4,054 452 9/1/02
North Riverside Park Plaza - 2 10.00% 3,617 420 9/1/02
North Towne Square (1) 6.57% 23,500 1,544 (2) 9/15/02
Northgate Shopping Center 7.62% 80,046 7,075 3/15/02
Orland Square 7.74% (16) (17) 50,000 3,871 (2) 9/1/01
Paddock Mall 8.25% 30,347 2,905 10/1/06
Port Charlotte Town Center 7.28% 46,102 3,857 1/1/01
Randall Park Mall 9.25% 33,879 4,338 1/1/11
Regency Plaza (3) 8.75% 1,878 164 (2) 12/1/00
River Oaks Center 8.67% 32,500 2,818 (2) 6/1/02
Riverway - 1 6.38% (18) (8) 85,571 5,455 (2) 12/31/98
28
Riverway - 2 6.38% (18) (8) 45,880 2,925 (2) 12/31/98
Ross Park Mall 6.14% 60,000 3,684 (2) 8/15/98
Shops at Sunset Place, The 6.97% (19) 23,546 1,641 (2) 6/30/00
South Park Mall (1) 7.25% 24,748 1,794 (2) 6/15/03
St. Charles Towne Plaza (3) 8.75% 30,742 2,690 (2) 12/1/00
Sunland Park Mall (20) 8.63% 39,855 3,773 1/1/26
Tacoma Mall 7.62% 93,656 8,278 3/15/02
Terrace at Florida Mall, The 8.44% 4,688 396 (2) 5/15/15
Tippecanoe Mall (5) 8.45% 46,961 4,647 7/1/04
Towne East Square (5) 7.00% 56,767 4,711 7/1/04
Treasure Coast Square 7.42% 53,953 4,714 1/1/06
Trolley Square - 1 5.81% 19,000 1,104 (2) 7/23/00 (21)
Trolley Square - 2 7.22% (9) 4,641 335 (2) 7/23/00 (21)
Trolley Square - 3 7.22% (9) 3,500 253 (2) 7/23/00 (21)
University Park Mall 7.43% 59,500 4,421 (2) 10/1/07
Valle Vista Mall (4) 9.38% 34,514 3,604 5/1/07
West Ridge Plaza (3) 8.75% 4,612 404 (2) 12/1/00
White Oaks Mall - 55%/50% 7.70% 16,500 1,271 (2) 3/1/98
White Oaks Plaza (3) 8.75% 12,345 1,080 (2) 12/1/00
Windsor Park Mall - 1 8.00% 5,948 544 6/1/00
Windsor Park Mall - 2 8.00% 8,863 811 5/1/12
Cross - Collateralized Mortgages (22) 7.27% 175,000 12,720 (2) 12/19/04
Cross - Collateralized Mortgages (22) 6.08% (23) (24) 50,000 3,042 (2) 12/19/04
----------
Total Secured Indebtedness $ 2,705,333
Unsecured Indebtness
Simon DeBartolo Group, L.P.:
Unsecured Revolving Credit
Facility (25) 6.56% 952,000 62,490 (2) 9/27/99
Unsecured Notes 6.88% 250,000 17,188 (26) 11/15/06
Putable Asset Trust Securities 6.75% 100,000 6,750 (26) 11/15/03
Medium Term Notes 7.13% 100,000 7,125 (26) 6/24/05
Medium Term Notes 7.13% 180,000 12,825 (26) 9/20/07
Unsecured Term Loan 6.47% (27) 70,000 4,528 (2) 9/25/98
Unsecured Term Loan 6.47% (28) 63,000 4,075 (2) 1/31/99
Unsecured Notes 6.75% 100,000 6,750 (26) 7/15/04
Unsecured Notes 7.00% 150,000 10,500 (26) 7/15/09
Unsecured Notes 6.88% 150,000 10,313 (26) 10/27/05
-----------