1
EXHIBIT 99.2
__\__\1998
Form of
LETTER OF TRANSMITTAL
to accompany certificates formerly representing shares
of SDG Common Stock (as defined herein) of SIMON
DEBARTOLO GROUP, INC.
Surrendered in connection with the merger of a substantially wholly owned
subsidiary of Corporate Property Investors, Inc. with and into Simon DeBartolo
Group, Inc. ("SDG")
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DESCRIPTION OF CERTIFICATES SURRENDERED
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Certificate(s) formerly representing shares of SDG Common Stock (as defined
herein) (Attach separate signed list if necessary.)
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SDG COMMON STOCK
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Name(s) and Address(es) of Registered Holder(s) Total Number of Shares
(Please Fill in if Blank) Certificate Number(s) Represented by Certificate
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Totals:
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THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE
THIS LETTER OF TRANSMITTAL IS COMPLETED.
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 5 AND 6)
Fill in ONLY if any new stock certificate(s) representing Simon Group
Common Stock (as defined herein) is to be registered and, if applicable, a check
for cash dividends is to be issued in a name OTHER than that set forth above.
Register the Simon Group Common Stock Certificate(s) and issue the check, if
any, in the name of:
Name
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(PLEASE PRINT)
Address
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Please complete the Substitute Form W-9 included herein.
Tax I.D. or Social Security Number:
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTION 6)
Fill in ONLY if any new stock certificate(s) representing Simon Group Common
Stock is to be registered and, if applicable, a check for cash dividends is to
be issued in the name set forth above but DELIVERED to an address OTHER than
that set forth above.
Mail the Simon Group Common Stock Certificate(s) and the check, if any, to:
Name
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(PLEASE PRINT)
Address
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PLEASE SIGN HERE AND ON SUBSTITUTE FORM W-9 BELOW
Signature(s): Dated:
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Telephone No.:
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Must be signed by the registered holder(s) exactly as the name(s) appears on
the Certificate(s) or by the person(s) to whom the Certificate(s) surrendered
has been assigned and transferred as evidenced by endorsements or stock powers
transmitted herewith. If signing is by a trustee, executor, administrator,
guardian, officer of a corporation, attorney-in-fact or other person acting in a
fiduciary or representative capacity, please set forth full title and enclose
proper documentary evidence of the appointment and authority of such person so
to act. (See Instruction 3.)
MEDALLION SIGNATURE GUARANTEE
(REQUIRED ONLY IN CASES SPECIFIED IN INSTRUCTION 3)
Signature(s) Guaranteed by:
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Title of Officer Signing this Guarantee (Please Print):
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Name of Guaranteeing Firm (Please Print):
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Address of Guaranteeing Firm (Please Print):
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2
IMPORTANT TAX INFORMATION
In order to ensure compliance with federal income tax requirements,
each holder of shares of SDG Common Stock is requested to provide the Exchange
Agent with his or her correct TIN and to certify whether he or she is subject to
backup federal income tax withholding by completing and sign the Substitute Form
W-9 below.
Federal income tax law requires that a holder whose tendered
Certificate(s) are accepted for exchange must provide the Exchange Agent (as
payor) with his or her correct taxpayer identification number ("TIN"), which, in
the case of a holder who is an individual, is his or her social security number.
If the Exchange Agent is not provided with the correct TIN, the holder may be
subject to a $50 penalty imposed by the Internal Revenue Service. In addition,
delivery to the holder of the Certificate(s) may be subject to back-up
withholding. (If withholding results in overpayment of taxes, a refund may be
obtained.) Exempt holders (including, among others, all corporations and certain
foreign individuals) are not subject to these back-up withholding and reporting
requirements.
Under federal income tax laws, payments that may be made by SDG on
account of certificates of Simon Group Common Stock may be subject to back-up
withholding at a rate of 31%. In order to prevent back-up withholding, each
tendering holder must provide his or her correct TIN by completing the
"Substitute Form W-9" referred to above, certifying that the TIN provided is
correct (or that the holder is awaiting a TIN) and that: (i) the holder has not
been notified by the Internal Revenue Service that he or she is subject to
back-up withholding as a result of failure to report all interest or dividends;
or (ii) the Internal Revenue Service has notified the holder that he or she is
no longer subject to back-up withholding; or (iii) certify in accordance with
the Guidelines that such holder is exempt from back-up withholding. If the
Certificate(s) are in more than one name or are not in the name of the actual
owner, consult the enclosed Guidelines for information on which TIN to report.
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
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TO BE COMPLETED BY ALL TENDERING HOLDERS
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PAYOR'S NAME: [_]
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SUBSTITUTE
FORM W-9 Part 1--PLEASE PROVIDE YOUR TIN IN THE BOX
AT RIGHT AND CERTIFY BY SIGNING AND DATING
BELOW. -------------------------------
SOCIAL SECURITY NUMBER
OR EMPLOYER IDENTIFICATION NUMBER
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DEPARTMENT OF THE TREASURY PART 2--CHECK THE BOX IF YOU ARE NOT SUBJECT TO
INTERNAL REVENUE SERVICE BACK-UP WITHHOLDING UNDER THE PROVISIONS OF SECTION
2406(a)(1)(C) OF THE INTERNAL REVENUE CODE BECAUSE
(1) YOU HAVE NOT BEEN NOTIFIED THAT YOU ARE SUBJECT
TO BACK-UP WITHHOLDING AS A RESULT OF FAILURE TO
REPORT ALL INTEREST OR DIVIDENDS OR (2) THE INTERNAL
PAYOR'S REQUEST FOR REVENUE SERVICE HAS NOTIFIED YOU THAT YOU ARE NO
TAXPAYER IDENTIFICATION LONGER SUBJECT TO BACK-UP WITHHOLDING. [_]
NUMBER (TIN)
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CERTIFICATION--UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT PART 3
THE INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE. CHECK IF AWAITING TIN
[_]
SIGNATURE DATE
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CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (i) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (ii) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number within 60 days, 31% of all reportable
payments made to me thereafter will be withheld until I provide a number.
Signature Date
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Name (Please Print)
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3
This Letter of Transmittal is to accompany certificates formerly
representing shares of Common Stock, par value $0.0001 per share, of SDG ("SDG
Common Stock"), Class B Common Stock, par value $0.0001 per share, of SDG ("SDG
Class B Common Stock") and Class C Common Stock, par value $0.0001 per share, of
SDG ("SDG Class C Common Stock" and together with SDG Common Stock and SDG Class
B Common Stock, "SDG Equity Stock") in connection with the merger (the "Merger")
of SPG Merger Sub, Inc. ("SPG Merger Sub"), a substantially wholly owned
subsidiary of Corporate Property Investors, Inc. ("CPI"), with and into SDG.
By delivering certificates formerly representing shares of SDG Common
Stock (the "Certificate(s)"), the registered holder of such certificates
releases SDG, CPI, SPG Merger Sub, and their respective affiliates, directors,
officers, employees, partners, agents, advisors and representatives, and their
respective successors and assigns, from any and all claims arising from or in
connection with the purchase or ownership of such SDG Common Stock or the
exchange of such SDG Common Stock pursuant to the Merger Agreement (as defined
herein).
This Letter of Transmittal should be promptly (i) completed and signed
in the space provided and on the Substitute Form W-9 and (ii) mailed or
delivered with your certificate(s) formerly representing shares of SDG Common
Stock to First Chicago Trust Company of New York acting as exchange agent (the
"Exchange Agent") at the following address:
By Mail: By Overnight Courier: By Hand:
First Chicago Trust Company of New York First Chicago Trust Company of New York First Chicago Trust Company of New York
Tenders & Exchanges Tenders & Exchanges Tenders & Exchanges
Suite 4660 P.O. Box 2565 14 Wall Street c/o The Depository Trust Company
Jersey City, NJ 07303-2565 8th Floor, Suite 4680 55 Water Street, DTC TAD
New York, NY 10005 Vietnam Veterans Memorial Plaza
New York, NY 10041
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS FORM WHERE
INDICATED BELOW.
PLEASE DO NOT SEND STOCK CERTIFICATES TO SIMON DEBARTOLO GROUP, INC.
Capitalized terms used in this Letter of Transmittal and not defined
herein shall have the respective meanings ascribed to them in the Proxy
Statement/Prospectus (as defined herein).
[ ]If any SDG Common Stock Certificate(s) which you own have been lost,
stolen or destroyed, check this box and see Instruction 4. Please fill out the
remainder of this Letter of Transmittal and indicate here the number of shares
of each class of SDG Common Stock formerly represented by such Certificate(s).
________ shares of SDG Common Stock.
The undersigned has been advised that the stockholders of SDG
representing more than 66-2/3% of the votes entitled to be cast by holders of
Common Stock, par value $0.0001 per share, of SDG Common Stock, Class B Common
Stock and Class C Common Stock have approved the Merger of SPG Merger Sub, Inc.,
a substantially wholly owned subsidiary of CPI, with and into SDG and that such
Merger has been consummated and became effective on ________, 1998 (the
"Effective Time").
Pursuant to the Agreement and Plan of Merger, dated as of February 18,
1998 (the "Merger Agreement") by and among SDG, Corporate Property Investors
(predecessor to CPI and, renamed Simon Property Group, Inc. ("Simon Group") at
the Effective Time) and Corporate Realty Consultants, Inc., the undersigned
surrenders the enclosed Certificate(s), which immediately prior to the Merger
represented shares of SDG Common Stock, SDG Class B Common Stock and SDG Class C
Common Stock in exchange for shares of Common Stock, par value $0.0001 per
share, of Simon Group ("Simon Group Common Stock"), Class B Common Stock, par
value $0.0001 per share, of Simon Group ("Simon Group Class B Common Stock") and
Class C Common Stock, par value $0.0001 per share, of Simon Group ("Simon Group
Class C Common Stock") (collectively referred to as "Simon Group Equity Stock"),
respectively.
It is understood that for a holder of a Certificate to receive
certificates for Simon Group Common Stock, the Exchange Agent must receive (i)
this Letter of Transmittal properly completed, (ii) Certificate(s) formerly
representing such holder's shares of SDG Common Stock and (ii) any other
documents required by this Letter of Transmittal. It is further understood that
this Letter of Transmittal is subject to (a) the terms, conditions and
limitations set forth in the Proxy Statement/Prospectus, dated _____ __, 1998,
relating to the Merger (the "Proxy Statement/Prospectus"), receipt of which is
hereby acknowledged by the undersigned, (b) the terms, conditions and
limitations set forth in the Merger Agreement and (c) the instructions herein.
The acceptance by the Exchange Agent on behalf of SDG of the Certificate(s),
delivered pursuant to this Letter of Transmittal will constitute a binding
agreement between the undersigned and SDG upon the terms and subject to the
conditions of (a), (b) and (c) listed above.
The undersigned represents and warrants that the undersigned has full
power and authority to surrender the Certificate(s) surrendered herewith or
covered by an affidavit and indemnification for mutilated, lost, destroyed or
stolen Certificate(s), free and clear of any liens, claims, charges or
encumbrances whatsoever. The undersigned understands and acknowledges that the
method of delivery of the Certificate(s) and all other required documents is at
the option and risk of the undersigned and that the risk of loss and title to
such Certificate(s) shall pass only after the Exchange Agent has actually
received the Certificate(s). All questions as to the surrender of Certificate(s)
hereunder shall be determined by the Exchange Agent in its reasonable
discretion, and such determination shall be binding and conclusive. No authority
hereby conferred or agreed to be conferred hereby shall be affected by, and all
such authority shall survive, the death or incapacity of the undersigned. All
obligations of the undersigned hereunder shall be binding upon the heirs,
personal representatives, successors and assigns of the undersigned.
Unless otherwise indicated in the box entitled "Special Payment
Instructions," please register any certificate for Simon Group Common Stock in
the name of the registered holder(s) of the shares of SDG Common Stock appearing
in the box entitled "Description of Shares Surrendered." In the event that the
boxes entitled "Special Delivery Instructions" and "Special Delivery
Instructions" are both completed, please register any certificates for Simon
Group Common Stock in the name(s) of and mail such certificate to the person(s)
so indicated.
4
INSTRUCTIONS
1. EXECUTION AND DELIVERY. This Letter of Transmittal or a facsimile
hereof must be properly filled in, dated and signed in BOX IV, and must be
delivered, together with all Certificate(s) for such shares of SDG Common Stock
held by such holder, duly endorsed in blank or otherwise in form acceptable for
transfer on the books of SDG.
THE METHOD OF DELIVERY OF ALL DOCUMENTS IS AT THE OPTION AND RISK OF
THE HOLDERS, BUT IF SENT BY MAIL, REGISTERED MAIL, RETURN RECEIPT REQUESTED,
PROPERLY INSURED, IS SUGGESTED.
2. INADEQUATE SPACE. If there is insufficient space on this Letter of
Transmittal to list all your Certificate(s), please attach a separate signed
schedule containing the information in BOX I.
3. SIGNATURES ON THIS LETTER OF TRANSMITTAL; ASSIGNMENTS; GUARANTEE OF
SIGNATURES. The signature (or signatures, in the case of Certificate(s) owned by
two or more joint holders) on this Letter of Transmittal must correspond with
the name(s) as written on the face of the Certificate(s) for the Certificate(s)
submitted, without alteration, enlargement or any change whatsoever unless the
shares of SDG Common Stock described in this Letter of Transmittal have been
assigned by the registered holder(s), in which event this Letter of Transmittal
should be signed in exactly the same form as the name of the last transferee
indicated on the transfers attached to or endorsed on the Certificate(s).
If this Letter of Transmittal is signed by a person or person other
than the registered owners of the Certificate(s) listed, the Certificate(s) must
be endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name(s) of the registered owner(s) appear on such Certificate(s).
If this Letter of Transmittal or any Certificate(s) or stock power(s)
are signed by a trustee, executor administrator, guardian, officer of a
corporation, attorney-in-fact or any other person acting in a representative or
fiduciary capacity, the person signing must give such person's full title in
such capacity and appropriate evidence of authority to act in such capacity must
be forwarded with this Letter of Transmittal.
4. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATE(S). If your
Certificate(s) have been mutilated, lost, stolen or destroyed, please make note
of this fact on this Letter of Transmittal and the appropriate forms for
replacement will be sent to you. You will then be instructed as to the steps you
must take in order to receive a stock certificate representing a share of Simon
Group Common Stock.
5. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If the section entitled
"Special Payment Instructions" (BOX II) is completed, then signatures on this
Letter of Transmittal must be guaranteed by a firm that is a bank, broker,
dealer, credit union, savings association or other entity which is a member in
good standing of the Securities Transfer Agents' Medallion Program (each an
"Eligible Institution"). If the surrendered Certificate(s) are registered in the
name of a person other than the signer of this Letter of Transmittal, or if the
issuance is to be made to a person other than the registered owner(s), then the
surrendered Certificate(s) must be endorsed or accompanied by duly executed
stock power, in either case signed exactly as the name(s) of the registered
owner(s) appear on such Certificate(s) or stock power(s), with the signatures on
the Certificate(s) or stock power(s) guaranteed by an Eligible Institution as
provided herein.
If the Certificate(s) are to be registered in the name of the
registered holder(s) of a share of SDG Common Stock, but are to be sent to
someone other than the registered holder(s) or to an address other than the
address of the registered holder, it will be necessary to indicate such person
or address in the section entitled "Special Delivery Instructions" (BOX III).
6. SUBSTITUTE FORM W-9. Each surrendering stockholder is required to
provide the Exchanges Agent with such holder's correct TIN on the Substitute
Form W-9, which is a part of this Letter of Transmittal, and to certify whether
the stockholder is subject to backup withholding. Failure to provide such
information or an adequate basis for exemption on the form may subject the
surrendering stockholder to 31% Federal income tax withholding on payments made
to such surrendering stockholder with respect to the certificate(s). If such
holder is an individual, the TIN is his or her social security number. A holder
must check the box in Part 2 of Substitute Form W-9 if such holder is subject to
backup withholding. The box in Part 3 of the form should be checked if the
surrendering holder has not been issued a TIN and has applied for a TIM or
intends to apply for a TIN in the near future. If box 3 is checked, the
surrendering holder must also complete the Certificate of Awaiting Taxpayer
Identification Number in order to avoid backup withholding. Notwithstanding that
the box i Part 3 is checked and the Certificate of Awaiting Taxpayer
Identification Number is complete, the Exchange Agent will withhold 31% on all
payments made prior to the time a properly certified TIN is provided to the
Exchange Agent. However, such amount will be refunded to such surrendering
holder if a TIN is provided to the Exchange Agent within 60 days.
7. TRANSFER TAXES. SDG will pay all transfer taxes, if any, applicable
to the transfer of Certificate(s) to it. If, however, Certificate(s) not
exchanged are to be delivered to, or are to be issued in the name of, any person
other than the record holder, or if tendered certificates are recorded in the
name of any person other than the person signing this Letter of Transmittal, or
if a transfer tax is imposed by any reason other than the transfer of
Certificate(s) to SDG, then the amount of such transfer taxes (whether imposed
on the record holder or any other person) will be payable by the tendering
holder. If satisfactory evidence of payment of taxes or exemption from taxes is
not submitted with this Letter of Transmittal, the amount of transfer taxes will
be billed directly to the tendering holder. Except as provided in this
Instruction 7, it will not be necessary for transfer tax stamps to be affixed to
the certificates listed in this Letter.
8. WAIVER OF CONDITIONS. SDG reserves the absolute right to amend or
waive any of the specified conditions in the exchange offer in the case of any
Certificate(s) surrendered.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to
the procedure for tendering, as well as requests for additional copies of the
Proxy Statement/Prospectus or this Letter of Transmittal, may be directed to the
Exchange Agent.