A re-creation of the Pantheon, one of the greatest architectural masterpieces in Roman history, will serve as the focal point of an entrance to a new, multilevel specialty retail, restaurant and entertainment complex, which will connect to the existing Roman-themed shopping plaza at Caesars Palace on the famed Las Vegas Strip.

The Pantheon, flanked by a pedestrian plaza, will be a 150-foot- high replica of the majestic Roman icon and will stand at the northeast corner of the Caesars Palace property on acreage leased to the development group by Caesars Palace. Construction is expected to begin as early as fourth quarter 1998, with a projected opening mid-year 2000.

"The overwhelmingly positive response by both the retail community and the general public to our recently completed expansion of The Forum Shops at Caesars has convinced us that what is already recognized as Las Vegas' premier shopping and entertainment destination possesses even greater potential," said David Simon, chief executive officer of Simon DeBartolo Group.

The Forum Shops at Caesars already is acclaimed for achieving the highest annualized sales per square foot ($1,300) of any shopping mall in the nation.

"This phase of The Forum signals a strong commitment from our parent company, Starwood Hotels and Resorts, to join with our talented partners and continue to provide Las Vegas visitors and locals with new and exciting places to go," said Paul O'Neil, president and chief operating officer of Caesars Palace.

"More than 20 million people visited Caesars Palace and The Forum Shops at Caesars last year. Our challenge is to provide our loyal customers and new visitors to Las Vegas a reason to return to our property."

"Retailers who have heard rumors of Forum III are already stepping forward to show their interest in the project," said Sheldon M. Gordon, chairman of Gordon Group Holdings, which, together with Simon DeBartolo Group, conceived of and developed both Phase I and Phase II of The Forum Shops at Caesars.

"What is already one of the successful retail real estate projects in the country stands to build on that reputation with the addition of even more distinctive retail, dining and entertainment venues," he added.

Simon DeBartolo Group, with headquarters in Indianapolis, is a self-administered and self-managed real estate investment trust, which, through its subsidiary partnerships, is engaged primarily in the ownership, development, management, leasing, acquisition and expansion of income-producing properties, primarily regional malls and community shopping centers.

It currently owns or has an interest in 218 properties that consist of existing regional malls, community shopping centers, and specialty and mixed-use properties containing an aggregate of 140 million square feet of GLA in 34 states.

Simon DeBartolo Group, together with its affiliated management company, owns or manages approximately 157 million square feet of GLA in retail and mixed-use properties.

In February, Simon and Corporate Property Investors announced a plan to merge the two companies. The merger is expected to be completed during the third quarter and is subject to shareholder approval and customary regulatory and other conditions.

Simon DeBartolo Group is the largest publicly traded retail real estate company in North America, as measured by market capitalization, and currently has approximately 176.2 million shares and partnership units outstanding.

Gordon Group Holdings was founded by Gordon in 1983 with a focus on developing unique and exciting entertainment-oriented retail complexes. Always "breaking the mold," Gordon Group Holdings has developed or co-developed innovative projects such as the Beverly Center in Los Angeles and San Francisco Center, as well as The Forum Shops at Caesars.

Gordon Group Holdings presently has under development The Fashion Outlet of Las Vegas at Primm, Nev., a 420,000-square-foot value retail and entertainment center scheduled to open July 1998, and a Mediterranean - themed retail development at Lake Las Vegas Resort in Henderson, Nev., set to open in 2000.

Other themed retail/entertainment projects in development by the Gordon Group include The Power Station at Battersea, a 1.2 million- square-foot retail/entertainment complex in the heart of London, scheduled to open in 2002, and three distinct retail/entertainment projects around central Milan, Italy, totaling nearly 1 million square feet.

Located at the heart of the Las Vegas Strip, Caesars Palace is an award-winning destination resort/hotel/casino internationally renowned for its luxurious hotel accommodations, headliner entertainment and championship sporting events. Caesars Palace is the flagship property of Caesars World Inc., a wholly owned subsidiary of Starwood Hotels & Resorts Worldwide Inc. (NYSE:HOT).