SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):July 23, 1997
SIMON DEBARTOLO GROUP, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 1-12618 35-1901999
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
115 WEST WASHINGTON STREET
INDIANAPOLIS, INDIANA 46204
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (317) 636-1600
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On July 8, 1997, Simon DeBartolo Group, Inc., a Maryland corporation
(the "Company"), made application to list 3,000,000 shares of its 7.89%
Series C Cumulative Step-Up Premium Rate (sm) Preferred Stock, $.0001 per
share (the "Series C Preferred Stock"), with the New York Stock Exchange
(the "Exchange"). On July 22, 1997, the Company requested that its
Listing Application be withdrawn from consideration by the Exchange. The
Company may at a later date re-apply for listing of the Series C Preferred
Stock, but there can be no assurance that the Series C Preferred Stock
will be listed on the Exchange.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: July 23, 1997
SIMON DeBARTOLO GROUP, INC.
By: /s/ James M. Barkley
James M. Barkley, Secretary and General Counsel
