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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 SL GREEN REALTY CORP. --------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MARYLAND 13-3956775 - ------------------------------------------------------------------------------- (STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.) 70 WEST 36TH STREET NEW YORK, NEW YORK 10018 - ------------------------------------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) If this Form relates to the If this Form relates to the registration of a class of debt registration of a class of debt securities and is effective upon securities and is to become filing pursuant to General effective simultaneously with the Instruction A(c)(1) please check effectiveness of a concurrent the following box. / / 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(b) of the Act: TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED - ------------------------------------------------------------------------------- 8.0% Series A Convertible, Cumulative Preferred Stock New York Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: None. ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The section captioned "Capital Stock" in the Registrant's Prospectus to be filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933 as amended, and forming a part of the Registrant's Registration Statement on Form S-11 (No. 333-50311) (the "Registration Statement") is incorporated herein by reference. ITEM 2. EXHIBITS. The securities described herein are to be registered on the New York Stock Exchange, on which other securities of the Registrant are registered. Accordingly, the following exhibits, required in accordance with Part I to the Instructions as to Exhibits of Form 8-A, are to be filed with the New York Stock Exchange: (I) Articles Supplementary to the Articles of Incorporation, establishing and fixing the rights and preferences of series of shares of preferred stock (incorporated by reference to Amendment No. 2 of the Company's Registration Statement on Form S-11, File No 333-50311). (II) Articles of Incorporation of the Registrant (incorporated by reference to the Company's Registration Statement on Form S-11, File No. 333-29329). (III) By-Laws of the Registrant (incorporated by reference to the Registrant's Registration Statement on Form S-11, File No. 333-29329). (IV) A specimen certificate of preferred stock of the Company (incorporated by reference to Amendment No. 2 of the Company's Registration Statement on Form S-11, File No. 333-50311) 2 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. SL GREEN REALTY CORP. By: /s/ Benjamin P. Feldman --------------------------------- Benjamin P. Feldman Executive Vice President Date: May 13, 1998 3