As filed with the Securities and Exchange Commission on November 9, 2012

Registration No. 333-174317

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 


 

Post-Effective Amendment No. 1 to

 

FORM S-11

 

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES

 


 

The Howard Hughes Corporation

(Exact name of registrant as specified in governing instruments)

 

One Galleria Tower

13355 Noel Road, 22nd Floor

Dallas, Texas 75240

(214) 741-7744

(Address, including Zip Code and Telephone Number,
including Area Code, of Registrant’s Principal Executive Offices)

 

Grant Herlitz

President

The Howard Hughes Corporation

One Galleria Tower

13355 Noel Road, 22nd Floor
Dallas, Texas 75240

(214) 741-7744

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

 


 

Copies to

 

Mark T. Goglia

Jones Day

2727 North Harwood Street

Dallas, Texas 75201-1515

Telephone:  (214) 220-3939

Facsimile:  (214) 969-5100

 


 

Approximate date of commencement of proposed sale to the public:

Not Applicable.  Deregistration of unsold securities.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  o

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

 

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.  o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer x

Accelerated filer o

Non-accelerated filer o

 

Smaller reporting company o

 

 

(Do not check if a
smaller reporting company)

 

 

 

This Post-Effective Amendment No. 1 to Form S-11 shall become effective in accordance with Section 8(c) of the Securities Act of 1933, as amended, on such a date as the Securities and Exchange Commission, acting pursuant to Section 8(c) may determine.

 

 

 



 

DEREGISTRATION OF SECURITIES

 

This Post-Effective Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-11, as amended (No. 333-174317), filed on September 2, 2011 (the “Registration Statement”) is being filed by The Howard Hughes Corporation (the “Company”) to deregister 2,862,687 shares of common stock, $0.01 par value per share, of the Company issuable upon the exercise of warrants described in the Registration Statement that remain unexercised as of the date that this Amendment is filed.

 



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing a Form S-11 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Dallas, State of Texas, on November 9, 2012.

 

 

 

THE HOWARD HUGHES CORPORATION

 

 

 

 

 

By:

/s/ David R. Weinreb

 

 

Name:

David R. Weinreb

 

 

Title:

Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities as indicated on November 9, 2012.

 

Signature

 

Title

 

 

 

 

 

 

*

 

Chairman of The Board of Directors

William Ackman

 

 

 

 

 

/s/ David R. Weinreb

 

Director and Chief Executive Officer

David R. Weinreb

 

(Principal Executive Officer)

 

 

 

/s/ Andrew C. Richardson

 

Chief Financial Officer

Andrew C. Richardson

 

(Principal Financial and Accounting Officer)

 

 

 

*

 

Director

Adam Flatto

 

 

 

 

 

*

 

Director

Jeffrey Furber

 

 

 

 

 

*

 

Director

Gary Krow

 

 

 

 

 

*

 

Director

Allen Model

 

 

 

 

 

*

 

Director

R. Scot Sellers

 

 

 

 

 

*

 

Director

Steven Shepsman

 

 

 

 

 

/s/ Burton M. Tansky

 

Director

Burton M. Tansky

 

 

 

 

 

/s/ Mary Ann Tighe

 

Director

Mary Ann Tighe

 

 

 

David R. Weinreb, by signing his name hereto, does hereby sign and execute this registration statement on behalf of the above-named directors and officers of The Howard Hughes Corporation, on this 9th day of November, 2012, pursuant to powers of attorney executed on behalf of such director and/or officer, incorporated by reference to Exhibit 24.1 to the Form S-11, filed May 18, 2011.

 

*By

/s/ David R. Weinreb

 

 

 

David R. Weinreb

 

 

 

Attorney-in-fact

 

 

 

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