<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 12, 1996
REGISTRATION NO. 333-
------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------
GENERAL GROWTH PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 42-1283895
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 WEST MONROE STREET - SUITE 3100
CHICAGO, ILLINOIS 60603
(312) 551-5000
(Address, including zip code and telephone number, including area code, of
registrant's principal executive offices)
Mr. Matthew Bucksbaum
Chairman and Chief Executive Officer
General Growth Properties, Inc.
55 West Monroe Street - Suite 3100
Chicago, Illinois 60603
copy to:
Marshall E. Eisenberg, Esq.
Neal, Gerber & Eisenberg
2 North LaSalle Street
Chicago, Illinois 60602
(312) 269-8000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the Registration Statement becomes effective.
-------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
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, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box: [x]
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. [ ]
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. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE (1) PRICE(1) REGISTRATION FEE
<S> <S> <C> <C> <C>
Common Stock, par value $.10 per share . . . 1,000,000 $25.625 $25,625,000 $7,766
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
and based upon the average of the high and low prices of the Common
Stock as reported on the New York Stock Exchange on November 5, 1996.
___________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NO SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED NOVEMBER 12, 1996
PROSPECTUS
1,000,000 SHARES
GENERAL GROWTH PROPERTIES, INC.
COMMON STOCK
(PAR VALUE $.10 PER SHARE)
This Prospectus relates to 1,000,000 shares (the "Shares") of Common
Stock, par value $.10 per share (the "Common Stock"), of General Growth
Properties, Inc. (the "Company"). The Shares are being offered by the
stockholder described herein (the "Selling Stockholder") which acquired the
Shares in connection with its sale to the Company of the real and personal
property commonly known as Park Mall in Tucson, Arizona. The Company will not
receive any proceeds from the sale of Shares by the Selling Stockholder.
The Company has been advised by the Selling Stockholder that the Shares
may be offered or sold by or for the account of such Selling Stockholder from
time to time, at prices and on terms to be determined at the time of sale, to
purchasers directly or by or through brokers, dealers, agents or underwriters
who may receive compensation in the form of discounts, concessions or
commissions. The Selling Stockholder and any brokers, dealers, agents or
underwriters that participate in the distribution of the Shares may be deemed to
be "underwriters" within the meaning of the Securities Act of 1933, as amended
(the "Securities Act"), in which event any discounts, concessions and
commissions received by any such brokers, dealers, agents or underwriters and
any profit on resale of the Shares purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act. The aggregate
net proceeds to the Selling Stockholder from the sale of the Shares will be the
purchase price of such Shares less any commissions. See "Use of Proceeds" and
"Plan of Distribution."
The Common Stock is listed on the New York Stock Exchange (the "NYSE")
and traded under the symbol "GGP." The last reported sale price of the Common
Stock on the NYSE on November 5, 1996 was $25.625 per share.
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
---------------
The date of this Prospectus is __, 1996.
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the Public
Reference Room of the Commission, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549 and at the Commission's regional offices at Seven World
Trade Center, Suite 1300, New York, New York 10048 and Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material can be obtained from the Public Reference Room of the Commission, 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed rates.
Such materials also may be accessed electronically by means of the Commission's
home page on the Internet at http://www.sec.gov. The Company's Common Stock is
listed on the New York Stock Exchange (the "NYSE") and such reports, proxy
statements and other information also can be inspected at the offices of the
NYSE, 20 Broad Street, 17th Floor, New York, New York 10005.
The Company has filed with the Commission a Registration Statement on
Form S-3 (the "Registration Statement") under the Act, with respect to the
Shares offered hereby. This Prospectus, which constitutes a part of the
Registration Statement, does not contain all of the information set forth in
the Registration Statement, certain items of which are contained in schedules
and exhibits to the Registration Statement as permitted by the rules and
regulations of the Commission. Statements made in this Prospectus as to the
contents of any contract, agreement or other document referred to are not
necessarily complete. With respect to each such contract, agreement or other
document filed as an exhibit to the Registration Statement, reference is made
to the exhibit for a more complete description of the matter involved, and each
such statement shall be deemed qualified in its entirety by such reference.
Items and information omitted from this Prospectus but contained in the
Registration Statement may be inspected and copied at the Public Reference Room
of the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Exchange Act are incorporated in this Prospectus by reference
and are made a part hereof:
1. Annual Report on Form 10-K for the fiscal year ended December 31,
1995 (the "Company 10-K");
2. Quarterly Reports on Form 10-Q for the quarters ended March 31,
1996 and June 30, 1996;
3. Current Report on Form 8-K dated January 5, 1996;
4. Current Report on Form 8-K dated March 5, 1996;
5. The portions of the Company's Proxy Statement for
its 1996 Annual Meeting of Stockholders that have been incorporated by
reference into the Company 10-K; and
6. The description of the Company's Common Stock which is contained
in the Registration Statement on Form 8-A filed by the Company with the
Commission on January 12, 1993, pursuant to Section 12(b) of the Exchange Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act from the date of this Prospectus and prior to
the termination of the offering made by this Prospectus shall be deemed
-2-
<PAGE> 4
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained herein or in any document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for the purposes of this Prospectus to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed to constitute a part of this Prospectus, except as so modified or
superseded. The Company will provide without charge to each person, including
any beneficial owner, to whom a copy of this Prospectus is delivered, upon
written or oral request of such person, a copy of any or all of the information
that has been incorporated by reference in this Prospectus (excluding exhibits
to such information which are not specifically incorporated by reference into
such information). Requests for such information should be directed to General
Growth Properties, Inc., 55 West Monroe Street - Suite 3100, Chicago, Illinois
60603, Attention: Director of Investor Relations, Telephone (312) 551-5000.
THE COMPANY
The Company is a self-administered real estate investment trust which,
through its general partnership interest in GGP Limited Partnership, a Delaware
limited partnership (the "Operating Partnership"), and its interest in
CenterMark Properties, Inc. ("CenterMark"), owns, operates, acquires and
develops enclosed mall shopping centers located throughout the United States.
The Company and the Operating Partnership together own 100% of 26
enclosed mall shopping centers containing an aggregate of approximately 17
million square feet of gross retail space, including anchors, freestanding
stores and mall tenant areas ("GLA"). On December 22, 1995, the Company,
through the Operating Partnership's ownership of stock in GGP/Homart, Inc.
acquired a 38.2% interest in substantially all of the regional mall assets and
liabilities that were owned by Homart Development Co., an indirect wholly-owned
subsidiary of Sears, Roebuck & Co. GGP/Homart, Inc. currently owns interests
in 26 shopping centers which contain approximately 21.9 million square feet of
GLA.
In order to maintain its qualification as a real estate investment
trust (a "REIT") for federal income tax purposes, the Company is required to
distribute at least 95% of its taxable income each year.
On July 1, 1996, the Operating Partnership sold 40% of its remaining
interest (constituting a 12% interest) in CenterMark Properties, Inc., the Los
Angeles-based shopping center owner and operator ("CenterMark"), to CenterMark.
The purchase occurred pursuant to the exercise of an option which was previously
granted to another CenterMark stockholder and assigned to CenterMark. Under the
terms of such option and subject to the satisfaction of certain conditions, the
Operating Partnership also will sell to CenterMark the remainder of its
CenterMark interest on January 2, 1997.
The Company is incorporated under the laws of the State of Delaware.
Its principal executive offices are located at 55 West Monroe Street - Suite
3100, Chicago, Illinois 60603, and its telephone number is (312) 551-5000.
SELLING STOCKHOLDER
The following table sets forth with respect to the Selling Stockholder
(i) the number of shares of Common Stock beneficially owned as of November 8,
1996 and prior to the offering contemplated hereby, (ii) the maximum number of
Shares which may be sold in the offering and (iii) the number of shares of
Common Stock which will be beneficially owned after the offering, assuming the
sale of all the Shares set forth in (ii) above:
-3-
<PAGE> 5
<TABLE>
<CAPTION>
Beneficial Ownership Shares Beneficial Ownership
Prior to Offering to Be After Offering
----------------------- Offered ------------------------
Selling Stockholder Shares Percentage Shares Percentage
- ------------------- ------ ---------- ------- ------ ----------
<S> <C> <C> <C> <C> <C>
K-GAM Limited Partnership 1,000,000 3.5% 1,000,000* * *
</TABLE>
*The exact number of Shares to be sold at any time or from time to time
cannot currently be determined.
PLAN OF DISTRIBUTION
The Company has been advised by the Selling Stockholder that it may
sell all or a portion of the Shares offered by it hereby from time to time on
the NYSE. The Selling Stockholder may also make private sales to purchasers
directly to or through a broker or brokers. Alternatively, the Selling
Stockholder may from time to time offer the Shares through underwriters,
brokers, dealers or agents, who may receive compensation in the form of
underwriting discounts, commissions or concessions from the Selling Stockholder
and/or the purchasers of the Shares for whom they may act as agent. The
distribution of the Shares may be effected from time to time in one or more
transactions, which may involve block transactions, at a fixed price or
prices, which may be changed, at market prices prevailing at the time of sale
or at negotiated prices. The Selling Stockholder is not restricted as to the
price or prices at which it may sell Shares or as to the number of Shares that
may be sold at any one time. Such sale or sales may have an adverse effect on
the market price for the Common Stock. To the extent required under applicable
law, the number of Shares to be sold, the purchase price, the name of any such
agent, broker, dealer or underwriter and any applicable commissions with
respect to a particular offer will be set forth in an accompanying Prospectus
Supplement. The aggregate net proceeds to the Selling Stockholder from
the sale of the Shares will be the purchase price of such Shares less
any commissions.
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
The Selling Stockholder and any brokers, dealers, agents or underwriters
that participate in the distribution of the Shares may be deemed to be
"underwriters" within the meaning of the Securities Act, in which event any
discounts, concessions and commissions received by such brokers, dealers, agents
or underwriters and any profit on the resale of the Shares purchased by them may
be deemed to be underwriting commissions or discounts under the Securities Act.
No underwriter, broker, dealer or agent has been engaged by the Company
in connection with the distribution of the Shares. Any Shares covered by this
Prospectus which qualify for sale pursuant to Rule 144 under the Securities Act
may be sold under Rule 144 rather than pursuant to this Prospectus. There is no
assurance that the Selling Stockholder will sell any or all of the Shares. The
Selling Stockholder may transfer, devise or gift such Shares by other means not
described herein.
The Company will pay all of the expenses incident to the registration of
the Shares, other than underwriting discounts and selling commissions, if any.
The Company has agreed to indemnify the Selling Stockholder and each
person, if any, who controls it against certain liabilities arising under the
Securities Act.
-4-
<PAGE> 6
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Neal, Gerber & Eisenberg.
EXPERTS
The consolidated financial statements and schedule of the Company as of
December 31, 1995 and 1994 and for the three years in the period ended December
31, 1995 and the consolidated financial statements of CenterMark Properties,
Inc. as of December 31, 1995 and 1994 and for the year ended December 31, 1995
and the periods from February 12, 1994 through December 31, 1994 and from
January 1, 1994 through February 12, 1994 have been incorporated by reference
herein in reliance upon the report of Coopers & Lybrand L.L.P., independent
accountants, and upon the authority of said firm as experts in accounting and
auditing.
The consolidated financial statements of CenterMark Properties, Inc. for
the year ended December 31, 1993, incorporated by reference from the Company's
Annual Report on Form 10-K for the year ended December 31, 1995, have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report which is incorporated herein by reference, and have been so incorporated
in reliance upon the reports of such firm and given upon the authority of such
firm as experts in accounting and auditing. The consolidated financial
statements of GGP/Homart, Inc. as of December 31, 1995 and for the period from
December 22, 1995 through December 31, 1995, incorporated by reference from the
Company's Annual Report on Form 10-K for the year ended December 31, 1995, have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report which is incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm and given on the authority of such firm
as experts in accounting and auditing.
-5-
<PAGE> 7
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY, THE SELLING STOCKHOLDER OR ANY BROKER, DEALER OR AGENT. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY
JURISDICTION IN PROPERTIES, INC. WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
- ---------------------
TABLE OF CONTENTS
PAGE
----
Available Information . . . . . . . . . . 2
Incorporation of Certain Documents
by Reference . . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . 3
Selling Stockholder . . . . . . . . . . . 3
Plan of Distribution . . . . . . . . . . 4
Legal Matters . . . . . . . . . . . . . . 5
Experts . . . . . . . . . . . . . . . . . 5
1,000,000
GENERAL GROWTH PROPERTIES, INC.
COMMON STOCK
------------------
PROSPECTUS
------------------
___, 1996
<PAGE> 8
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses in connection with
the sale and distribution of securities being registered, other than discounts,
concessions and brokerage commissions.
<TABLE>
<S> <C>
SEC registration fee . . . . . . . . . . . . . . . . . . . . . . . . . $7,766
Blue sky fees and expenses . . . . . . . . . . . . . . . . . . . . . . 250*
Legal fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . 5,000*
Accounting fees and expenses . . . . . . . . . . . . . . . . . . . . . 2,500*
Miscellaneous (including NYSE listing fees) . . . . . . . . . . . . . . 1,484*
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $17,000*
</TABLE>
- ---------------
* Estimated
The Company will bear all of the foregoing expenses.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is a Delaware corporation. In its Certificate of
Incorporation, the Company has adopted (a) the provisions of Section 102(b)(7)
of the Delaware General Corporation Law (the "Delaware Law"), which enables a
corporation in its certificate of incorporation or an amendment thereto to
eliminate or limit the personal liability of a director for monetary damages
for breach of the director's fiduciary duty, except (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) pursuant to Section 174 of the Delaware Law
(providing for liability of directors for unlawful payment of dividends or
unlawful stock purchases or redemptions) or (iv) for any transaction from which
a director derived an improper personal benefit and (b) the provisions of
Section 145 of the Delaware Law, which provide that a corporation may indemnify
any persons, including officers and directors, who are, or are threatened to be
made, parties to any threatened, pending or completed legal action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation), by reason of the fact
that such person was an officer, director, employee or agent of the
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding, provided such officer,
director, employee or agent acted in good faith and in a manner he reasonably
believed to be in or not opposed to the corporation's best interest and, with
respect to criminal proceedings, had no reasonable cause to believe that his
conduct was unlawful. A Delaware corporation may indemnify officers or
directors in an action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the
corporation. Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to above, the corporation must
indemnify him against expenses (including attorneys' fees) that such officer or
director actually and reasonably incurred.
The Company has entered into indemnification agreements with each of its
officers and directors. The indemnification agreements, among other things,
require the indemnification of the Company's officers and directors to the
fullest extent permitted by law, and require that the Company advance to the
officers and directors all related expenses, subject to reimbursement if it is
subsequently determined that indemnification is not permitted. Such
indemnification agreements also provide for the indemnification and advance of
all expenses incurred by officers
II-1
<PAGE> 9
and directors seeking to enforce their rights under the indemnification
agreements, and require the Company to cover officers and directors under the
Company's directors' and officers' liability insurance. Although the
indemnification agreements offer substantially the same scope of coverage
afforded by provisions in the Certificate and the Bylaws, such agreements
provide greater assurance to directors and officers that indemnification will
be available, because, as a contract, it cannot be modified unilaterally in the
future by the Board of Directors or by the stockholders to eliminate the rights
they provide.
In connection with the merger referred to on the cover page of the
Prospectus, the Company agreed to indemnify the Selling Stockholder and its
controlling persons, if any, against certain liabilities, including liabilities
under the Securities Act.
ITEM 16. EXHIBITS.
4 Specimen certificate representing Common Stock (incorporated by reference
to the Company's Registration Statement on Form S-11 (File No. 33-56640),
filed on April 6, 1993).
5 Opinion of Neal, Gerber & Eisenberg.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Deloitte & Touche LLP.
23.4 Consent of Neal, Gerber & Eisenberg
24 Powers of Attorney of certain officers and directors of the company
(included on signature page).
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement.
provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
II-2
<PAGE> 10
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than insurance payments and the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
(d) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act, the information omitted from the form of prospectus
filed as part of this Registration Statement in reliance upon 430A and
contained in a form of prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of this Registration Statement as of the time it was
declared effective.
(2) For the purpose of determining any liability under
the Securities Act, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
II-3
<PAGE> 11
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 on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, State of Illinois, on November 6th,
1996.
GENERAL GROWTH PROPERTIES, INC.
(Registrant)
By: /s/ Matthew Bucksbaum
----------------------
Matthew Bucksbaum
Chairman of the Board and Chief Executive Officer
We, the undersigned officers and directors of General Growth
Properties, Inc., hereby severally constitute Matthew Bucksbaum, Robert
Michaels and Bernard Freibaum, and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, any and all amendments,
including post-effective amendments, to this registration statement, and
generally to do all such things in our name and behalf in such capacities to
enable General Growth Properties, Inc. to comply with the applicable provisions
of the Securities Act of 1933 and all requirements of the Securities and
Exchange Commission, and we hereby ratify and confirm our signatures as they
may be signed by our said attorneys, or any of them, to any and all such
amendments.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below on November 6th, 1996, by the
following persons in the capacities indicated:
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Matthew Bucksbaum Chairman of the Board, Chief Executive Officer
----------------------------------- and Director (Principal Executive Officer)
Matthew Bucksbaum
/s/ Robert Michaels President and Director
------------------------------------
Robert Michaels
/s/ John Bucksbaum Executive Vice President and Director
------------------------------------
John Bucksbaum
/s/ Bernard Freibaum Executive Vice President and Chief Financial Officer
------------------------------------
Bernard Freibaum (Principal Financial and Accounting Officer)
Director
------------------------------------
Anthony Downs
</TABLE>
II-4
<PAGE> 12
/s/ Morris Mark Director
-------------------------------------
Morris Mark
Director
------------------------------------------
Beth Stewart
/s/ A. Lorne Weil Director
---------------------------------------
A. Lorne Weil
II-5
<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NO. DESCRIPTION NUMBER
- ------- ----------- ------
<S> <C>
4 Specimen certificate representing Common Stock (incorporated by reference
to the Company's Registration Statement on Form S-11 (File No. 33-56640),
filed on April 6, 1993).
5 Opinion of Neal, Gerber & Eisenberg.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Deloitte & Touche LLP.
23.4 Consent of Neal, Gerber & Eisenberg (included in Exhibit 5).
24 Powers of Attorney of certain officers and directors of the Company (included
on signature page).
</TABLE>
II-6
<PAGE> 1
[NEAL, GERBER & EISENBERG LETTERHEAD]
EXHIBIT 5
---------
November 11, 1996
General Growth Properties, Inc.
55 West Monroe Street, Suite 3100
Chicago, Illinois 60603
Re: Registration Statement on Form S-3
Gentlemen:
We have acted as counsel to General Growth Properties, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, of the Company's Registration Statement on Form S-3 (the "Registration
Statement") relating to the proposed offering of 1,000,000 shares of Common
Stock, par value $.10 per share (the "Common Stock"), of the Company by a
selling stockholder.
As such counsel, we have examined such documents and certificates of
officers of the Company as we deemed relevant and necessary as the basis for
the opinion hereafter expressed. In such examinations, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted
to us as originals and the conformity to original documents of all documents
submitted to us as conformed or photostatic copies.
Based upon the foregoing, we are of the opinion that the shares of Common
Stock which are the subject of the Registration Statement are duly and validly
issued and fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the heading
"Legal Matters" in the Prospectus comprising a part of the Registration
Statement.
Very truly yours,
/s/ Neal, Gerber & Eisenberg
----------------------------
NEAL, GERBER & EISENBERG
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
General Growth Properties, Inc. on Form S-3 of our report dated February 13,
1996, on our audits of the consolidated financial statements and financial
statement schedule of General Growth Properties, Inc. as of December 31, 1995
and 1994, and for the three years in the period ended December 31, 1995, and of
our report dated February 13, 1996, on our audits of the consolidated financial
statements of CenterMark Properties, Inc. as of December 31, 1995 and 1994 and
for the year ended December 31, 1995 and the periods from February 12, 1994
through December 31, 1994 and from January 1, 1994 through February 12, 1994,
which reports are included in the Annual Report on Form 10-K. We also consent
to the reference to our firm under the caption "Experts".
/s/ COOPERS & LYBRAND L.L.P.
Chicago, Illinois
November 8, 1996
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement of
General Growth Properties, Inc. on Form S-3 of our report dated February 25,
1994 on our audit of the consolidated financial statements of CenterMark
Properties, Inc. for the year ended December 31, 1993, appearing in the Annual
Report on Form 10-K of General Growth Properties, Inc. for the year ended
December 31, 1995 and to the reference to us under the heading "Experts" in
the prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
/s/ DELOITTE & TOUCHE LLP
St. Louis, Missouri
November 11, 1996
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement of
General Growth Properties, Inc. on Form S-3 of our report dated March 15,
1996 on our audit of the consolidated financial statements of GGP/Homart, Inc.
as of December 31, 1995, and for the period from December 22, 1995 (Date of
Acquisition) through December 31, 1995, appearing in the Annual
Report on Form 10-K of General Growth Properties, Inc. for the year ended
December 31, 1995 and to the reference to us under the heading "Experts" in
the prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
/s/ DELOITTE & TOUCHE LLP
Chicago, Illinois
November 11, 1996
