Current Report Filing (8-k)
November 04 2019 - 4:45PM
Edgar (US Regulatory)
0001498828
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0001498828
2019-10-30
2019-10-31
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
October 31, 2019
THE HOWARD HUGHES CORPORATION
(Exact name of registrant as specified in
its charter)
Delaware
(State or other jurisdiction
of incorporation)
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001-34856
(Commission File Number)
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36-4673192
(I.R.S. Employer
Identification No.)
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One Galleria Tower
13355 Noel Road, 22nd Floor
Dallas, Texas 75240
(Address of principal executive offices)
Registrant’s telephone number, including
area code: (214) 741-7744
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class:
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Trading Symbol(s)
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Name of each exchange on which registered:
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Common stock $0.01 par value per share
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HHC
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New York Stock Exchange
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Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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¨
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01. Regulation FD Disclosure.
Share Repurchase Program
The Board of Directors of The Howard Hughes Corporation,
a Delaware corporation (the “Company”), authorized a new share repurchase program, pursuant to which
the Company may, from time to time, purchase up to $100 million of its common stock through open market transactions. The
date and time of such repurchases will depend upon market conditions. All repurchases will be made in compliance with, and at
such times as permitted by, federal securities laws and may be suspended or discontinued at any time.
The information contained in this Current Report on Form 8-K
pursuant to this “Item 7.01 Regulation FD Disclosure” is being furnished. This information shall not be deemed to be
filed for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section or shall such
information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, unless specifically
identified therein as being incorporated by reference.
SIGNATURES
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.
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THE HOWARD HUGHES CORPORATION
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By:
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/s/ Peter F. Riley
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Peter F. Riley
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Senior Executive Vice President, Secretary and
General Counsel
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Date: November 4, 2019
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