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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) JULY 1, 1996
GENERAL GROWTH PROPERTIES, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-11656 42-1283895
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(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.)
INCORPORATION)
55 WEST MONROE STREET, SUITE 3100, CHICAGO, ILLINOIS 60603
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (312) 551-5000
N/A
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)
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ITEM 5. OTHER EVENTS.
On July 1, 1996, GGP Limited Partnership (the "Operating
Partnership"), a Delaware limited partnership in which General Growth
Properties, Inc. (the "Company") is the general partner and owns approximately
a 63% interest, sold 40% of its remaining interest (constituting a 12%
interest) in CenterMark Properties, Inc., the Los Angeles, California-based
shopping center owner and operator ("CenterMark"), to CenterMark (the "1996
Sale"). The purchase price of $87,000,000 was paid in cash.
The sale occurred pursuant to the exercise of an option (the "Option")
which the Operating Partnership granted to Westfield U.S. Investments Pty.
Limited, another CenterMark shareholder ("Westfield Pty." and, together with
related entities, the "Westfield Group"), on December 19, 1995. On that same
date, the Operating Partnership sold a 10% interest in CenterMark to Westfield
Pty. and another member of the Westfield Group for a purchase price of
$72,000,000 in cash, which is the same per share price as that paid in the 1996
Sale. The Option was subsequently assigned to CenterMark by Westfield Pty.
The Operating Partnership used $75,000,000 of the cash proceeds from
the 1996 Sale to repay certain outstanding floating rate indebtedness of the
Operating Partnership and intends to use the remainder for general working
capital purposes.
In connection with the consummation of the 1996 Sale, the agreement
among the shareholders of CenterMark, which provided for the election by the
Operating Partnership of two CenterMark
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directors and effectively provided that the consent of the Operating
Partnership was required for any board action, was terminated. However, the
Operating Partnership retained the right, under the terms of the Option, to
designate one CenterMark director until the sale of the remainder of its
CenterMark interest as described below.
Under the terms of the Option, as exercised, and subject to the
satisfaction of certain conditions, on January 2, 1997, the Operating
Partnership will sell to CenterMark the remainder of its CenterMark interest
(constituting approximately a 14% interest in CenterMark after the 1996 Sale
and certain simultaneous transactions undertaken by CenterMark and the
Westfield Group) for $130,500,000 in cash, which represents the same price per
share as that paid by CenterMark in the 1996 Sale.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a)-(b) Not applicable.
(c) See Exhibit Index attached hereto and incorporated
herein.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
GENERAL GROWTH PROPERTIES, INC.
By: /s/ Bernard Freibaum
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Name: Bernard Freibaum
Title: Executive Vice President
and Chief Financial Officer
Dated: July 16, 1996
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EXHIBIT INDEX
Exhibit Number Name
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99.1 GGP Agreement, dated May 13, 1996, by
and among GGP Limited Partnership, Westfield
U.S. Investments Pty. Limited and CenterMark
Properties, Inc.
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EXHIBIT 99.1
GGP AGREEMENT
This Agreement, dated as of May 13, 1996 (the "Agreement"), is
made by and among CenterMark Properties, Inc., a Missouri corporation (the
"Company"), Westfield U.S. Investments Pty. Limited, an Australian corporation
("Westfield"), and GGP Limited Partnership, a Delaware limited partnership
("GGP").
W I T N E S S E T H
WHEREAS, the Company, Westfield and GGP are parties to that
certain GGP Option Agreement, dated as of December 19, 1995 (the "Option
Agreement") (capitalized terms used herein and not otherwise defined shall have
the respective meanings assigned thereto in the Option Agreement).
WHEREAS, the parties hereto desire (i) to provide for the
amendment and restatement of the Restated Articles of Incorporation of the
Company (the "Restated Articles") and the By-Laws of the Company (the
"By-Laws"), (ii) to provide that, simultaneously with the First Closing under
the GGP Options, the Stockholders Agreement shall be terminated and (iii) to
provide for the waiver of the requirement in the Option Agreement of two
business days notice of the exercise of the GGP Options.
NOW THEREFORE, in consideration of the premises and for other
good and valuable consideration given to each party hereto, the receipt of
which is hereby acknowledged, the parties hereto hereby agree as follows:
1. Amendment to Articles of Incorporation and By-Laws of the
Company. GGP covenants and agrees that, prior to the First Closing Date, it
will vote, the effectiveness of which vote shall be conditioned upon the
exercise of the GGP Option and the occurrence of the First Closing thereunder,
in favor of (i) the amendment and restatement of the Restated Articles of
Incorporation of the Company to read substantially in the form attached hereto
as Annex I to effect, among other things, a Stock Split (as described therein)
and (ii) the amendment and restatement of the By-Laws of the Company to read in
their entirety substantially in the form attached hereto as Annex II. The
definition of "General Growth Existing Holder" set forth in the Restated
Articles of Incorporation shall set forth a percentage which is sufficient to
permit GGP and Mall Investment L.P. to maintain their ownership interest in the
Company without violating the terms of the Restated Articles or requiring
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the use of the "Excess Shares" provision and shall incorporate a reasonable
"cushion" to be agreed upon by the parties. Such definition shall not be
modified to reduce such percentage until after the Second Closing under the GGP
Option.
2. Termination of the Stockholders Agreement. Effective as
of the occurrence of the First Closing, each of the parties hereto agrees to
terminate the Stockholders Agreement.
3. Waiver of Notice under the GGP Option Agreement. GGP
hereby waives the requirement under Section 3.3 of the GGP Option Agreement
that notice of the exercise of the GGP Option shall be given no later than two
business days prior to the First Closing, provided that such notice shall be
given no later than one business day prior to the Closing. If the GGP Option
is exercised, the Second Closing shall occur on January 2, 1997.
4. Indemnity Assignment. Effective on, and conditioned upon,
the First Closing, to the extent assignable, GGP assigns to the Company all of
its rights and interests in the Prudential Indemnity (as hereinafter defined).
As used herein, the Prudential Indemnity means the indemnification and rights
granted by The Prudential Insurance Company of America ("Prudential") pursuant
to Section 3.8(b) of the Stock Purchase Agreement, dated as of December 13,
1993 (the "Stock Purchase Agreement"), between Prudential, GGP, Westfield and
Whitehall Street Real Estate Limited Partnership III, and any proceeds thereof.
5. Operation in Accordance with REIT Requirements. Until the
Second Closing under the GGP Options, the Company shall operate in a manner
that will enable the Company to (a) satisfy the requirements for qualifying as
a real estate investment trust under the Internal Revenue Code of 1986, as
amended, and the final, temporary or proposed income tax regulations
promulgated thereunder, as such regulations may be amended from time to time
and (b) avoid any federal income or excise tax.
6. Section 13 of Option Agreement. (a) Section 13 of the
Option Agreement is amended to delete Section 13.1 of the Option Agreement.
The Company agrees that between the First Closing and the Second Closing it
will operate its business as contemplated in the WAT Prospectus. With respect
to dividends payable on the Common Stock of the Company for the portion of 1996
following the First Closing, the Company agrees that such dividend will be
declared in October, 1996 with respect to the third calendar quarter,
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December, 1996 with respect to the fourth calendar quarter and the aggregate
amount of such dividends payable to all shareholders will be $42,286,000, which
will result in an aggregate dividend payment to GGP of $5,900,000. The third
quarter dividend shall be paid in 1996, no later than October 30, 1996, and the
fourth quarter dividend shall be paid in 1997, no later than the time of the
Second Closing. Nothing contained in this Agreement, including such dividend
payments, shall require or result in an adjustment under Section 5.1 of the
Option Agreement. The dividend reinvestment provided for in Section 13.2 of
the Option Agreement shall not be applicable to such dividend payment. The
Company shall until the Second Closing deliver to GGP financial reports of the
kind customarily provided to the Seller prior to the First Closing.
7. GGP Option Shares. Notwithstanding anything to the
contrary contained in the GGP Option Agreement, (i) the 1996 GGP Option and the
1996 GGP Optioned Shares shall be deemed to apply to 40% of the shares of Class
A Common Stock owned by GGP and the aggregate purchase price for such 1996 GGP
Optioned Shares shall be $87,000,000 and (ii) the 1997 GGP Option and the 1997
GGP Optioned Shares shall be deemed to apply to 60% of the shares of Class A
Common Stock owned by GGP and the aggregate purchase price for such 1997 GGP
Optioned Shares shall be $130,500,000.
8. Costs and Expenses. The costs and expenses, including
reasonable legal fees, incurred by GGP in the preparation of this Amendment and
the transactions contemplated hereby shall be paid, upon demand by GGP, by the
Company, if the GGP Options are exercised by the Company and the First Closing
shall occur, or otherwise by Westfield.
9. Successors and Assigns. This Agreement shall be binding
upon, and inure to the benefit of, the parties hereto and their respective
successors and permitted assigns. This Agreement shall not be assignable by
any party hereto without the prior written consent of all of the parties
hereto, except that Westfield may assign the GGP Options and the right to
purchase all or any portion of the GGP Optioned Shares to one or more persons
or entities and all of its rights and obligations under this Agreement without
the consent of any other party hereto.
10. Amendments; Waivers. No amendment, modification or
discharge of this Agreement, and no waiver hereunder, shall be valid or binding
unless set forth in writing and duly executed by the party against whom
enforcement of the amendment, modification, discharge or
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waiver is sought. Any such waiver, modification or discharge, as the case may
be, shall be effective only with respect to the specific matter described in
such writing and shall in no way impair the rights of the party granting such
waiver or discharge in any other respect or at any other time.
11. Entire Agreement. This Agreement constitutes the entire
agreement and supersedes all prior agreements and understandings, both written
and oral, between the parties hereto with respect to the subject matter hereof,
other than the Option Agreement, which shall remain in full force and effect,
except as modified hereby.
12. Governing Law. This Amendment shall be governed by and
construed in all respects, including as to validity, construction and effect,
in accordance with the internal laws of the State of New York, without regard
to the conflicts of law principles of such state.
13. Headings and Captions. The headings and captions
contained in this Agreement are for purposes of convenience only and shall not
affect the meaning or interpretation of this Agreement.
14. Severability. If any provision, including any phrase,
sentence, clause, section or subsection, of this Amendment is invalid,
inoperative or unenforceable for any reason, such circumstances shall not have
the effect of rendering any other provision herein contained invalid,
inoperative, or unenforceable to any extent whatsoever, unless to give effect
to any such remaining provision or provisions would frustrate the purpose and
intention of the parties hereunder.
15. Counterparts. This Agreement may be executed in or more
counterparts, each of which shall be deemed an original, and both of which
shall together constitute one and the same instrument.
16. Submission to Jurisdiction. Westfield expressly consents
to the jurisdiction of any Federal Court in the Borough of Manhattan, The City
of New York, New York in respect of any action relating to this Agreement or
the Option Agreement and waives any other requirements of or objections to
personal jurisdiction with respect thereto.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed and delivered on the day and year first above written.
CENTERMARK PROPERTIES, INC.
By: /s/ Peter Lowy
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Name:
Title:
WESTFIELD U.S. INVESTMENTS
PTY. LIMITED
By: /s/ Peter Lowy
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Name:
Title:
GGP LIMITED PARTNERSHIP
By: General Growth Properties,
Inc., its General Partner
By: /s/ Matthew Bucksbaum
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Name: Matthew Bucksbaum
Title: Chairman and CEO
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