<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 27, 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. []
___________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE (1) OFFERING PRICE(1) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.10 per share 895,928 $27.9375 $25,029,988 $7,586
- ------------------------------------------------------------------------------------------------------------------------------------
</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 25, 1996.
<PAGE> 2
___________
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> 3
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 nor 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 27, 1996
PROSPECTUS
- ----------
895,928 SHARES
GENERAL GROWTH PROPERTIES, INC.
COMMON STOCK
(PAR VALUE $.10 PER SHARE)
This Prospectus relates to 895,928 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 the sale to the Company of certain real and personal property
commonly known as Sooner Fashion Mall in Norman, Oklahoma. 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. The Selling Stockholder
may also distribute Shares to investors in its Separate Account 8 (Prime
Property Fund) in full or partial satisfaction of such investors' withdrawal
requests. See "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 25, 1996 was $28 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> 4
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, June 30, 1996 and September 30, 1996;
3. Current Report on Form 8-K dated January 3, 1996;
4. Current Report on Form 8-K dated January 5, 1996;
5. Current Report on Form 8-K/A dated March 5, 1996;
6. Current Report on Form 8-K dated July 16, 1996;
7. Current Report on Form 8-K dated July 17, 1996;
8. 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
-2-
<PAGE> 5
9. 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 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-managed 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 in CenterMark, the Los Angeles-based shopping center owner and
operator, to CenterMark for $87,000,000 in cash. 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 for $130,500,000 in cash.
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.
-3-
<PAGE> 6
SELLING STOCKHOLDER
The following table sets forth with respect to the Selling Stockholder (i)
the number of shares of Common Stock received by it in connection with the sale
to the Company of the Sooner Fashion Mall and owned as of November 27, 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 such of shares of
Common Stock which will be owned after the offering, assuming the sale of all
the Shares set forth in (ii) above:
<TABLE>
<CAPTION>
Ownership Ownership
Prior to Offering Shares After Offering
--------------------- to Be -------------------
Selling Stockholder Shares Percentage Offered Shares Percentage
- ---------------------------- --------- ---------- ---------- ------- ----------
<S> <C> <C> <C> <C> <C>
The Equitable Life Assurance 895,928 2.9% 895,928(1) 0 (1) - (1)
Society of the United States
</TABLE>
(1)The exact number of Shares to be sold at any time or from time to time
cannot currently be determined.
The Selling Stockholder and its affiliates are actively engaged in securities
investment for their own accounts and for the accounts of others and may hold
additional shares of Common Stock. The Selling Stockholder believes and has
advised the Company, which is relying on such advice, that such holdings, if
any, are not material in relation to the total number of shares of Common Stock
outstanding.
During the past three years, General Growth Management, Inc., an indirect
wholly-owned subsidiary of the Company ("GGMI"), has provided management,
leasing and development services for malls in which the Selling Stockholder has
an interest. During 1995, GGMI provided such services to 28 such malls and
received approximately $8,380,000 in fees from the Selling Stockholder. As of
September 30, 1996, GGMI was providing these services to 21 such malls and for
the nine months then ended, had received approximately $5,281,000 in fees from
the Selling Stockholder.
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 or by or through a broker or brokers, and may, from time to time,
distribute Shares to investors in the Selling Stockholder's Separate Account 8
(Prime Property Fund) in full or partial satisfaction of such investors'
withdrawal requests. 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 except
that the Selling Stockholder has agreed that its sales of Shares on a
cumulative basis will not exceed 1/6th of the Shares (after deducting the
number of Shares distributed to Separate Account 8 (Prime Property Fund))
multiplied by the number of months elapsed since November 27, 1996 through the
date of such sale. 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.
-4-
<PAGE> 7
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.
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 on 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.
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<PAGE> 8
________________________________________________________________________________
________________________________________________________________________________
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 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
<TABLE>
<S> <C>
Available Information ............ 2
Incorporation of Certain Documents
by Reference ..................... 2
The Company ...................... 3
Selling Stockholder .............. 4
Plan of Distribution ............. 4
Legal Matters .................... 5
Experts .......................... 5
</TABLE>
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
895,928 SHARES
GENERAL GROWTH
PROPERTIES, INC.
COMMON STOCK
______________
PROSPECTUS
______________
__________ ___, 1996
________________________________________________________________________________
________________________________________________________________________________
<PAGE> 9
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....................... $ 7,586
Blue sky fees and expenses................. 250*
Legal fees and expenses.................... 5,000*
Accounting fees and expenses............... 2,500*
Miscellaneous (including NYSE listing fees) 1,664*
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> 10
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.
<TABLE>
<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
24 Powers of Attorney of certain officers and directors of the company (included on signature page).
</TABLE>
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> 11
(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> 12
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 25, 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 25, 1996, by the
following persons in the capacities indicated:
Signature Title
--------- -----
/s/ Matthew Bucksbaum Chairman of the Board, Chief Executive Officer
- ------------------------- ----------------------------------------------
Matthew Bucksbaum and Director (Principal Executive Officer)
/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 (Principal Financial and Accounting
Bernard Freibaum Officer)
Director
- -------------------------
Anthony Downs
II-4
<PAGE> 13
/s/ Morris Mark Director
- -------------------------
Morris Mark
Director
- -------------------------
Beth Stewart
/s/ A. Lorne Weil Director
- -------------------------
A. Lorne Weil
II-5
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NO. DESCRIPTION NUMBER
- ------- ----------- ------
<S> <C> <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 27, 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 895,928 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, Berber & Eisenberg
----------------------------
NEAL, BERBER & 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 26, 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 27, 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 27, 1996
