UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 1
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 35-1901999
(State of incorporation or organization) (IRS Employer Identification No.)
NATIONAL CITY CENTER, 115 WEST WASHINGTON STREET,
SUITE 15 EAST, INDIANAPOLIS, IN 46204
(Address of principal executive offices) (Zip Code)
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which each
so registered class is registered
common stock, par value $.0001 per share 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 1 of 3
<PAGE>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The description of the Registrant's common stock, par value $.0001
per share (the "Common Stock"), set forth under the heading
"Description of SPG's Capital Stock" in the Prospectus/Joint Proxy
Statement forming a part of the Registrant's Registration Statement
on Form S-4 (No. 333-06933), filed with the Securities and Exchange
Commission (the "Commission") on June 27, 1996, as amended, and as
declared effective by the Commission on June 28, 1996, is hereby
incorporated by reference.
Item 2. EXHIBITS.
The exhibits listed in the Exhibit Index on page 3 hereof have been
filed with the New York Stock Exchange.
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.
SIMON DEBARTOLO GROUP, INC.
Dated: August 9, 1996 By: /s/ JAMES M. BARKLEY
--------------------------------------
Name: James M. Barkley
Title: General Counsel and Secretary
Page 2 of 3
<PAGE>
EXHIBIT INDEX
1. Annual Report on Form 10-K for the fiscal year ended December 31, 1995, as
amended by Form 10-K/A-1 (filed on April 29, 1996), of the Registrant;
2. (a) Quarterly Report on Form 10-Q for the calendar quarter ended March
31, 1996, as amended by Form 10-Q/A-1 (filed on June 27, 1996), of
the Registrant;
(b) Current Report on Form 8-K dated March 26, 1996;
(c) Current Report on Form 8-K dated August 9, 1996;
3. Prospectus/Joint Proxy Statement of the Registrant dated June 27, 1996, as
amended, and as declared effective by the Commission on June 28, 1996;
4. Amended and Restated Articles of Incorporation and Amended and Restated
By-laws of the Registrant;
5. Specimen stock certificate of the Registrant's Common Stock; and
6. 1995 Annual Report of the Registrant submitted to stockholders.
Page 3 of 3
