<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
------------------------
SIMON DEBARTOLO GROUP, INC.
(FORMERLY SIMON PROPERTY GROUP, INC.)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Maryland
(State of incorporation or organization)
35-1901999
(IRS Employer Identification No.)
National City Center
115 West Washington Street
Suite 15 East
Indianapolis, IN, 46204
(Address of principal executive offices)
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class
so registered
8 3/4% Series B Cumulative Redeemable Preferred
Shares, par value $0.0001 per share
Name of each exchange on which each
class is registered
New York Stock Exchange
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A. (c)(1), please check
the following box. / /
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. / /
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
<PAGE> 2
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANTS'S SECURITIES TO BE REGISTERED
The description of the Registrant's 8 3/4% series B cumulative redeemable
preferred stock, par value $.0001 per share (the "Preferred Stock"), set
forth under the heading "Description of Series B Preferred Shares" in the
Prospectus Supplement dated September 24, 1996 and under the heading
"Description of the Securities" in the accompanying Prospectus dated
September 20, 1996, each as filed with the Securities and Exchange
Commission (the "Commission") on September 25, 1996, pursuant to Rule
424(b) under the Securities Act of 1933, as amended, is incorporated
herein by reference.
ITEM 2. EXHIBITS
1. Registrant's Prospectus Supplement dated September 24, 1996,
together with accompanying Prospectus dated September 20, 1996
(filed with the Commission on September 25, 1996).
2. Amended and Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to Post-Effective
Amendment No. 1 on Form S-8 to the Company's Registration Statement
on Form S-4 (Registration No. 333-06933)).
3. Amended and Restated By-laws of the Company (incorporated by
reference to Exhibit 3.2 to Post-Effective Amendment No. 1 on Form
S-8 to the Company's Registration Statement on Form S-4
(Registration Statement No. 333-06933)).
4*. Form of Articles Supplementary to the Amended and Restated Articles
of Incorporation with respect to the Series B Preferred Stock of
the Company.
5.1*. Form of Preferred Stock Certificate.
- ------------------
*To be filed by amendment to the Registrant's Registration Statement on Form S-3
(No. 333-11431) (filed with the Commission on September 18, 1996) or
incorporated by reference therein by a Current Report on Form 8-K.
<PAGE> 3
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF SECTION 12 OF THE SECURITIES EXCHANGE ACT
OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
<TABLE>
<S> <C>
SIMON DEBARTOLO GROUP, INC.
Dated: September 24, 1996 By: /s/ David Simon
Name: David Simon
Title: Chief Executive Officer
</TABLE>
