FYI

On October 14, 2004, Simon completed its $5.2 billion (including the assumption of debt) acquisition of Chelsea Property Group, Inc. Chelsea common shareholders received merger consideration of $36.00 in cash; 0.2936 of a share of Simon common stock; and 0.3000 of a share of Simon 6% Series I convertible perpetual preferred stock for each share of Chelsea common stock. In connection with the merger transaction, holders of limited partnership common units of CPG Partners, L.P., the operating partnership subsidiary of Chelsea, exchanged their units for common and convertible preferred units of the Simon operating partnership, Simon Property Group, L.P.
At closing, shares and units were issued as follows:
12,978,795 shares of Simon Property Group, Inc. Common Stock
4,652,232 Simon Property Group, L.P. common units
13,261,712 shares of Simon Property Group, Inc. 6% Series I Convertible Perpetual Preferred Stock (liquidation value of $50 per share)
4,753,794 Simon Property Group, L.P. 6% Convertible Perpetual Preferred Units (liquidation value of $50 per unit)
This was a taxable transaction to Chelsea common shareholders.
Chelsea operates as a division of SPG from its current headquarters in Roseland, New Jersey, with David Bloom, chief executive officer of Chelsea Property Group, and the Chelsea management team continuing their leadership roles. David Bloom has been appointed an Advisory Director of the Simon Property Group Board of Directors.
Chelsea Property Group is the leading owner, developer and manager of Premium Outlet® centers in the U.S. and Asia. Its portfolio includes 37 Premium Outlet centers (31 in the U.S., 5 in Japan and 1 in Mexico) located in major metropolitan markets such as New York, Los Angeles and Boston, and tourist destinations such as Orlando, Las Vegas and Palm Springs. As of December 31, 2004, the 31 domestic Premium Outlet centers were over 99% occupied and generated sales per square foot of $412. The portfolio also includes five Premium Outlet centers in Japan. The four centers that were open in 2004 are fully leased and generated sales per square foot of $821. Chelsea opened the fifth center, Toki Premium Outlets, in March, 2005, which is fully leased. The five centers are located near Tokyo, Osaka, Nagoya and Fukuoka.
Additional information on Chelsea properties may be found at www.cpgi.com
Click here for Information on Chelsea Property Group's Taxability of Dividends.