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 (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
SIMON DEBARTOLO GROUP, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 35-1901999
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
NATIONAL CITY CENTER
115 WEST WASHINGTON STREET
SUITE 15 EAST
INDIANAPOLIS, INDIANA 46204
(Address of principal (Zip Code)
executive offices)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Name of each exchange
Title of each class on which each class
TO BE SO REGISTERED IS TO BE REGISTERED
7.89% SERIES C CUMULATIVE NEW YORK STOCK EXCHANGE
STEP-UP PREMIUM RATE
PREFERRED STOCK, PAR
VALUE $.0001 PER SHARE
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)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
A description of the Registrant's 7.89% Series C Cumulative Step-Up
Premium Rate Preferred Stock, par value $.0001 per share (the "Series C
Preferred Stock") to be registered hereunder is set forth under the heading
"Description of Series C SUPeR Preferred Shares" in the Prospectus
Supplement dated July 3, 1997, as filed with the Securities and Exchange
Commission (the "Commission") on July 8, 1997, and under the heading
"Description of the Securities" in the accompanying Prospectus dated
September 20, 1996, as filed with the Commission on September 25, 1996 and
on July 8, 1997, which description is incorporated herein by reference.
ITEM 2. EXHIBITS.
Pursuant to Instruction I to the Instructions as to Exhibits to Form
8-A, the following exhibits are being filed herewith:
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(1) Registrant's Prospectus Supplement dated July 3, 1997, together with
accompanying Prospectus dated September 20, 1996 (filed with the
Commission on July 8, 1997).
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(2) Amended and Restated Articles of Incorporation of the Company
(incorporated herein by reference from Exhibits 3.1 and 3.3 to the
Company's Report on Form 10-K for the year ended December 31, 1996).
(3) Amended and Restated By-laws of the Company (incorporated herein by
reference from Exhibit 3.2 to Post-Effective Amendment No. 1 on Form
S-8 to the Company's Registration Statement on Form S-4 (File No. 333-
06933)).
(4) Articles Supplementary to the Amended and Restated Articles of
Incorporation with respect to the Series C Preferred Stock of the
Company (incorporated herein by reference from Exhibit 4.1 to the
Company's Report on Form 8-K, filed July 8, 1997).
(5) Form of the Series C Preferred Stock Certificate (incorporated herein
by reference from Exhibit 4.2 to the Company's Report on Form 8-K,
filed July 8, 1997).
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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, thereto duly
authorized.
SIMON DEBARTOLO GROUP, INC.
Dated: July 11, 1997 By: /S/ JAMES M. BARKLEY
James M. Barkley
General Counsel and Secretary
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INDEX TO EXHIBITS
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EXHIBIT NO. DESCRIPTION
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(1) Registrant's Prospectus Supplement dated July 3, 1997, together with
accompanying Prospectus dated September 20, 1996 (filed with the
Commission on July 8, 1997).
(2) Amended and Restated Articles of Incorporation of the Company
(incorporated herein by reference from Exhibits 3.1 and 3.3 to the
Company's Report on Form 10-K for the year ended December 31, 1996).
(3) Amended and Restated By-laws of the Company (incorporated herein by
reference from Exhibit 3.2 to Post-Effective Amendment No. 1 on Form
S-8 to the Company's Registration Statement on Form S-4 (File No.
333-06933)).
(4) Articles Supplementary to the Amended and Restated Articles of
Incorporation with respect to the Series C Preferred Stock of the
Company (incorporated herein by reference from Exhibit 4.1 to the
Company's Report on Form 8-K, filed July 8, 1997).
(5) Form of the Series C Preferred Stock Certificate (incorporated
herein by reference from Exhibit 4.2 to the Company's Report on Form
8-K, filed July 8, 1997).
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