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PROSPECTUS
1,555,855 SHARES
GENERAL GROWTH PROPERTIES, INC.
COMMON STOCK
(PAR VALUE $.10 PER SHARE)
This Prospectus relates to 1,555,855 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
stockholders described herein (the "Selling Stockholders") which acquired the
Shares (i) in connection with the merger of a wholly owned subsidiary of GGP
Management, Inc. with and into General Growth Management, Inc. or (ii) in the
case of participants and former participants ("Participants") in the General
Growth Employee Stock Ownership Plan (the "ESOP"), upon the distribution of
Shares from time to time by the ESOP. The Company will not receive any
proceeds from the sale of Shares by the Selling Stockholders.
The Company has been advised by each Selling Stockholder (or, in the
case of Selling Stockholders who are Participants, by the ESOP) 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 Stockholders 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 Stockholders 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 September 4, 1996 was $ 25 1/8 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 September 5, 1996.
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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
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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 twenty-five
enclosed mall shopping centers containing an aggregate of approximately 16.2
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 27 shopping centers which contain approximately 20.8 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 33 West Monroe Street - Suite
3100, Chicago, Illinois 60603, and its telephone number is (312) 551-5000.
SELLING STOCKHOLDERS
The following table sets forth with respect to each of the Selling
Stockholders (i) the number of shares of Common Stock beneficially owned as of
September 1, 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:
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<TABLE>
<CAPTION>
Beneficial Ownership Beneficial Ownership
Prior to Offering Shares After Offering
----------------------- to Be ------------------------
Selling Stockholder Shares Percentage Offered Shares Percentage
- ------------------- ------ ---------- ------- ------ ----------
<S> <C> <C> <C> <C> <C>
General Growth Employee 1,102,064 3.8% 1,102,064 -- -- %
Stock Ownership Plan
Martin Bucksbaum Marital 850,745 2.9% 453,791 396,954 1.4%
GST Trust
</TABLE>
The Selling Stockholders may also include Participants in the ESOP to
whom Shares are distributed from time to time by the ESOP in accordance with
the terms of the ESOP.
PLAN OF DISTRIBUTION
The Company has been advised by each Selling Stockholder (or, in the
case of Selling Stockholders who are Participants, by the ESOP) that such
Selling Stockholder may sell all or a portion of the Shares offered by such
Selling Stockholder hereby from time to time on the NYSE. The Selling
Stockholders may also make private sales to purchasers directly or to or
through a broker or brokers. Alternatively, the Selling Stockholders 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 Stockholders 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 at a fixed price or
prices, which may be changed, at market prices prevailing at the time of sale
or at negotiated prices. To the extent required, 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 Stockholders 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 Stockholders 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
Stockholders will sell any or all of the Shares. The Selling Stockholders 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.
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The Company has agreed to indemnify each Selling Stockholder and each
person, if any, who controls such Selling Stockholder against certain
liabilities arising under the Securities Act.
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.
as of and 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 the related consolidated statement of operations,
statement of stockholders' equity and statement of cash flows 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.
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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
STOCKHOLDERS OR ANY BROKER, DEALER OR AGENT. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR
SOLICITATION BY ANYONE IN ANY JURISDICTION IN
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 Stockholders . . . . . . . . . . 3
Plan of Distribution . . . . . . . . . . 4
Legal Matters . . . . . . . . . . . . . . 5
Experts . . . . . . . . . . . . . . . . . 5
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1,555,855 SHARES
GENERAL GROWTH
PROPERTIES, INC.
COMMON STOCK
______________
PROSPECTUS
______________
September 5, 1996
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