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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM 8-A

 

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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

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BRE PROPERTIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

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Maryland		94-1722214
(State of Incorporation or Organization)		(I.R.S. Employer Identification No.)

 

44 Montgomery Street, 36th Floor San Francisco, California		94104
(Address of Principal Executive Offices)		(Zip Code)

 

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Securities Act registration statement file number to which this form relates: 333-114076

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of Each Class to be so Registered		Name of Each Exchange on Which Each Class is to be Registered
6.75% Series D Cumulative Redeemable		New York Stock Exchange
Preferred Stock, par value $0.01

 

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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), please 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), please check the following box.    ¨

 

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

 

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

 

The description of the 6.75% Series D Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Registrant set forth under the caption “Description of the Series D Preferred Stock” in the Registrant’s prospectus supplement dated December 1, 2004 filed with the Securities and Exchange Commission on December 3, 2004 pursuant to Rule 424(b)(5) under the Securities Act of 1933 is hereby incorporated by reference in response to this item. The prospectus supplement supplements the prospectus contained in the Registrant’s Registration Statement on Form S-3 (File No. 333-114076), which was declared effective by the Securities and Exchange Commission on April 13, 2004. The 6.75% Series D Cumulative Redeemable Preferred Stock described herein is expected to be listed on the New York Stock Exchange.

 

Item 2. Exhibits.

 

In accordance with the Instructions as to Exhibits for registration statements on Form 8-A, the documents listed below are filed as Exhibits to this Registration Statement.

 

Exhibit Number		Description
1.1		Amended and Restated Articles of Incorporation of BRE Properties, Inc. (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, dated March 15, 1996).
1.2		Articles of Amendment of BRE Properties, Inc. (incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form S-3 (No. 333-24915), filed on April 28, 1997, as amended).
1.3		Certificate of Correction of BRE Properties, Inc. (incorporated by reference to Exhibit 1.3 of the Registrant’s Form 8-A filed on January 29, 1999).
1.4		Amended and Restated Bylaws of BRE Properties, Inc. (incorporated by reference to Exhibit 3.5 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, filed on February 17, 2004).
1.5		Articles Supplementary of BRE Properties, Inc. designating the terms of the 6.75% Series D Cumulative Redeemable Preferred Stock.
1.6		Form of 6.75% Series D Cumulative Redeemable Preferred Stock Certificate.

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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 on Form 8-A to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: December 7, 2004

 

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Exhibit Index

 

Exhibit Number		Description
1.1		Amended and Restated Articles of Incorporation of BRE Properties, Inc. (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, dated March 15, 1996).
1.2		Articles of Amendment of BRE Properties, Inc. (incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form S-3 (No. 333-24915), filed on April 28, 1997, as amended).
1.3		Certificate of Correction of BRE Properties, Inc. (incorporated by reference to Exhibit 1.3 of the Registrant’s Form 8-A filed on January 29, 1999).
1.4		Amended and Restated Bylaws of BRE Properties, Inc. (incorporated by reference to Exhibit 3.5 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, filed on February 17, 2004).
1.5		Articles Supplementary of BRE Properties, Inc. designating the terms of the 6.75% Series D Cumulative Redeemable Preferred Stock.
1.6		Form of 6.75% Series D Cumulative Redeemable Preferred Stock Certificate.