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

 


 

GENERAL GROWTH PROPERTIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

 


 

Delaware

 

27-2963337

(State of incorporation or organization)

 

(IRS Employer Identification No.)

 

 

 

110 N. Wacker Drive

 

 

Chicago, Illinois

 

60606

(Address of Principal Executive Offices)

 

(Zip Code)

 

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

6.375% Series A Cumulative Redeemable
Preferred Stock

 

New York Stock Exchange, Inc.

 


 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o

 

Securities Act registration statement file number to which this form relates:  333-182380

 

Securities to be registered pursuant to Section 12(g) of the Act:  None

 

 

 



 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

Item 1.  Description of Registrant’s Securities to be Registered.

 

The description of the general terms and provisions of the 6.375% Series A Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share (the “Series A Preferred Stock”), of General Growth Properties, Inc. (the “Registrant”) is set forth under the caption “Description of the Series A Preferred Stock” in the Prospectus Supplement, dated February 6, 2013, as filed with the Securities and Exchange Commission (the “Commission”) on February 8, 2013 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, to the Prospectus, dated June 27, 2012, included in the Registration Statement on Form S-3 (No. 333-182380) of the Registrant, as filed with the Commission on June 27, 2012, and is incorporated herein by reference.

 

If any additional securities registered hereby are issued, a prospectus supplement relating to such securities will be filed with the Commission and will be incorporated herein by reference.

 

Item 2.  Exhibits.

 

The exhibits to this registration statement are listed in the Exhibit Index, which appears after the signature page and is incorporated herein by reference.

 

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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.

 

Date: February 13, 2013

 

GENERAL GROWTH PROPERTIES, INC.

 

 

 

 

 

By:

/s/ STACIE L. HERRON

 

 

 

Name:

Stacie L. Herron

 

 

 

Title:

Vice President and Secretary

 

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EXHIBIT INDEX

 

Number

 

Description

 

Method of Filing

 

 

 

 

 

3.1

 

Amended and Restated Certificate of Incorporation of the Registrant, dated November 9, 2010

 

Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated November 9, 2010 which was filed with the SEC on November 12, 2010

 

 

 

 

 

3.2

 

Certificate of Designations of the Registrant with respect to the Series A Preferred Stock, dated February 11, 2013

 

Filed herewith

 

 

 

 

 

3.3

 

Amended and Restated Bylaws of the Registrant, dated November 9, 2010, as amended by Amendment to Amended and Restated Bylaws of the Registrant, dated February 25, 2011

 

Incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K dated November 9, 2010 which was filed with the SEC on November 12, 2010 and Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated February 25, 2011 which was filed with the SEC on March 1, 2011

 

 

 

 

 

4.1

 

Form of certificate representing the Series A Preferred Stock

 

Filed herewith

 

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