<PAGE> 1
As filed with the Securities and Exchange Commission on June 28, 1996
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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 (I.R.S. Employer Identification No.)
of incorporation or organization)
55 West Monroe Street, Suite 3100, Chicago, Illinois 60603
(Address of Principal Executive Offices) (Zip Code)
GENERAL GROWTH PROPERTIES, INC. 1993 STOCK INCENTIVE PLAN, AS AMENDED
(Full title of the plan)
Marshall E. Eisenberg, Esq.
Neal, Gerber & Eisenberg
Two North LaSalle Street - Suite 2200
Chicago, Illinois 60602
(Name and address of agent for service)
312/269-8000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================================
Title of Proposed maximum Proposed maximum Amount of
Securities to be Amount to be offering price aggregate offering Registration fee(1)
registered registered per share price
<S> <C> <C> <C> <C>
Common Stock, par value 1,000,000 Shares (2) $23.8125(3) $23,812,500(3) $8,212(3)
$.10 per share
</TABLE>
1. This Registration Statement registers additional shares of the
Registrant's Common Stock issuable pursuant to the same employee benefit
plan for which Registration Statement 33-79372 is currently effective.
Accordingly, pursuant to Instruction E on Form S-8, the registration fee
is being paid with respect to the additional securities only.
2. Plus an indeterminate number of shares which may be issued as a result of
anti-dilution provisions contained in the Plan.
3. Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as
amended, on the basis of the average of the high and low prices of the
Company's Common Stock as reported by the New York Stock Exchange
composite tape on June 21, 1996.
An Index to Exhibits appears on page 2
<PAGE> 2
Registration Statement No. 33-79372, was filed with the Securities and Exchange
Commission on May 26, 1994 by General Growth Properties, Inc. (the
"Registrant") to register 1,000,000 shares of its common stock, $.10 par value
(the "Common Stock") issuable pursuant to the General Growth Properties, Inc.
1993 Stock Incentive Plan (the "Plan"). Registration Statement No. 33-79372 is
still effective. This Registration Statement is being filed to register
1,000,000 additional shares of the Common Stock issuable by the Company
pursuant to the Plan, as amended.
The contents of Registration Statement No. 33-79372 are incorporated herein
by reference, to the extent not amended hereby.
ONLY THOSE ITEMS AMENDED ARE INCLUDED HEREIN.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The General Corporation Law of Delaware, as amended (the "DGCL"), provides
for indemnification by the Company of its directors and officers. In addition,
the Amended and Restated Certificate of Incorporation, as amended and Bylaws,
as amended of the Company require the Company to indemnify any current or
former director or officer to the fullest extent permitted by the DGCL. The
Company maintains officers' and directors' liability insurance which insures
against liabilities that officers and directors of the Company may incur in
such capacities.
ITEM 8. EXHIBITS
Number Description of Document
- ------ -----------------------
4 General Growth Properties, Inc.
1993 Stock Incentive Plan, as amended
5 Opinion of Neal, Gerber & Eisenberg
23.1 Consent of Neal, Gerber & Eisenberg
(included in Exhibit 5)
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Deloitte & Touche LLP (GGP/Homart, Inc.)
23.4 Consent of Deloitte & Touche LLP (CenterMark
Properties, Inc.)
24 Powers of Attorney
<PAGE> 3
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
as amended, the registrant, General Growth Properties, Inc., certifies that it
has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement on Form S-8
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Chicago, State of Illinois, on the 21st day of May, 1996.
GENERAL GROWTH PROPERTIES, INC.
By: /s/ Matthew Bucksbaum
---------------------------
Matthew Bucksbaum, Chairman
of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<S> <C> <C>
/s/ Matthew Bucksbaum Chairman of the Board and Chief May 21, 1996
--------------------------------- Executive Officer (Principal
Matthew Bucksbaum Executive Officer)
/s/ Robert Michaels President, Chief Operating Officer May 21, 1996
--------------------------------- and Director
Robert Michaels
/s/ Bernard Freibaum Executive Vice President and May 21, 1996
--------------------------------- Chief Financial Officer
Bernard Freibaum (Principal Accounting and
Financial Officer)
/s/ John Bucksbaum Executive Vice President and May 21, 1996
--------------------------------- Director
John Bucksbaum
/s/ Anthony Downs Director May 21, 1996
---------------------------------
Anthony Downs
/s/ Morris Mark Director May 21, 1996
---------------------------------
Morris Mark
/s/ Beth Stewart Director May 21, 1996
---------------------------------
Beth Stewart
/s/ A. Lorne Weil Director May 21, 1996
---------------------------------
A. Lorne Weil
</TABLE>
<PAGE> 1
EXHIBIT 4
GENERAL GROWTH PROPERTIES, INC.
1993 STOCK INCENTIVE PLAN, AS AMENDED
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SECTION 1. PURPOSE; DEFINITIONS.
The purpose of the Plan is to give the Company a significant advantage in
attracting, retaining and motivating officers, employees and directors and to
provide the Company and its Subsidiaries with the ability to provide incentives
more directly linked to the profitability of the Company's businesses and
increases in stockholder value.
For purposes of the Plan, the following terms are defined as set forth
below:
"Affiliate" means a corporation or other entity controlled by the Company
and designated by the Committee as such.
"Award" means a Stock Option or Restricted Stock.
"Board" means the Board of Directors of the Company.
"Cause" has the meaning set forth in Section 5(i).
"Change in Control" and "Change in Control Price" have the meanings set
forth in Section 7(b) and (c) respectively.
"Code" means the Internal Revenue Code of 1986, as amended from time to
time, and any successor thereto.
"Commission" means the Securities and Exchange Commission or any successor
agency.
"Committee" means the Committee referred to in Section 2.
"Common Stock" means common stock, par value $.10 per share, of the
Company.
"Company" means General Growth Properties, Inc., a Delaware corporation.
"Disability" means permanent and total disability as determined under
procedures established by the Committee for purposes of the Plan.
"Disinterested Person" shall mean a member of the Board who qualifies as a
disinterested person as defined in Rule 16b-3(c)(2), as promulgated by the
Commission under the Exchange Act, or any successor definition adopted by the
Commission.
"Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time, and any successor thereto.
"Fair Market Value" means, as of any given date, the mean between the
highest and lowest reported sales prices of the
<PAGE> 3
Common Stock on the New York Stock Exchange Composite Tape or, if not listed on
such exchange, on any other national securities exchange on which the Common
Stock is listed or on NASDAQ. If there is no regular public trading market for
such Common Stock, the Fair Market Value of the Common Stock shall be
determined by the Committee in good faith.
"Incentive Stock Option" means any Stock Option intended to be and
designated as an "incentive stock option" within the meaning of Section 422 of
the Code.
"Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.
"Plan" means the General Growth Properties, Inc. 1993 Stock Incentive
Plan, as set forth herein and as hereinafter amended from time to time.
"Restricted Stock" means an award granted under Section 6.
"Retirement" means retirement from active employment under a pension plan
of the Company, any Subsidiary or Affiliate, or under an employment contract
with any of them, or termination of employment at or after age 65 under
circumstances which the Committee, in its sole discretion, deems equivalent to
retirement.
"Rule 16b-3" means Rule 16b-3, as promulgated by the Commission under
Section 16(b) of the Exchange Act, as amended from time to time.
"Stock Option" or "Option" means an option granted under Section 5.
"Subsidiary" means any corporation, partnership or other entity of which
the Company or any Subsidiary owns, directly or indirectly, a majority of the
voting power of the voting equity securities or a majority of the equity
interest.
"Termination of Employment" means the termination of the participant's
employment with the Company or any Subsidiary or Affiliate. A participant
employed by a Subsidiary or an Affiliate shall also be deemed to incur a
Termination of Employment if the Subsidiary or Affiliate ceases to be such a
Subsidiary or Affiliate, as the case may be, and the participant does not
immediately thereafter become an employee of the Company or another Subsidiary
or Affiliate.
In addition, certain other terms used herein have definitions given to
them in the first place in which they are used.
2
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SECTION 2. ADMINISTRATION.
The Plan shall be administered by the Compensation Committee of the Board or
such other committee of the Board composed of not less than two Disinterested
Persons, each of whom shall be appointed by and serve at the pleasure of the
Board (the "Committee"). If at any time no Committee shall be in office, the
functions of the Committee specified in the Plan shall be exercised by the
Board.
The Committee shall have plenary authority to grant Awards pursuant to the
terms of the Plan to officers, employees and directors of the Company and its
Subsidiaries and Affiliates.
Among other things, the Committee shall have the authority, subject to the
terms of the Plan:
(a) to select the officers, employees and directors to whom Awards may
from time to time be granted; provided that awards to non-employee directors
shall be made only in accordance with Section 12;
(b) to determine whether and to what extent Incentive Stock Options,
Non-Qualified Stock Options and Restricted Stock or any combination thereof
are to be granted hereunder;
(c) to determine the number of shares of Common Stock to be covered by
each Award granted hereunder;
(d) to determine the terms and conditions of any Award granted hereunder
(including, but not limited to, subject to Section 5(a), the option price,
any vesting restriction or limitation and any vesting acceleration or
forfeiture waiver regarding any Award and the shares of Common Stock relating
thereto, based on such factors as the Committee shall determine);
(e) to modify, amend or adjust the terms and conditions of any Award, at
any time or from time to time, including, but not limited to, with respect to
performance goals and measurements applicable to performance-based Awards
pursuant to the terms of the Plan;
(f) to determine to what extent and under what circumstances Common Stock
and other amounts payable with respect to an Award shall be deferred; and
(g) to determine under what circumstances a Stock Option may be settled
in case or Common Stock under Section 5(j).
3
<PAGE> 5
The Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall,
from time to time, deem advisable, to interpret the terms and provisions of the
Plan and any Award issued under the Plan (and any agreement relating thereto)
and to otherwise supervise the administration of the Plan.
The Committee may act with respect to the Plan only by a majority of its
members then in office, except that the members thereof may (i) delegate to an
officer of the Company the authority to make decisions pursuant to paragraphs
(c), (f), (g), (h) and (i) of Section 5 (provided that no such delegation may
be made that would cause Awards or other transactions under the Plan to cease
to be exempt from Section 16(b) of the Exchange Act) and (ii) authorize any one
or more of their number or any officer of the Company to execute and deliver
documents on behalf of the Committee.
Any determination made by the Committee or pursuant to delegated authority
pursuant to the provisions of the Plan with respect to any Award shall be made
in the sole discretion of the Committee or such delegate at the time of the
grant of the Award or, unless in contravention of any express term of the Plan,
at any time thereafter. All decisions made by the Committee or any
appropriately delegated officer pursuant to the provisions of the Plan shall be
final and binding on all persons, including the Company and Plan participants.
SECTION 3. COMMON STOCK SUBJECT TO PLAN.
Subject to adjustment as provided herein, the total number of shares of
Common Stock available for distribution pursuant to Awards under the Plan shall
be 2,000,000 shares of Common Stock. Shares subject to an Award under the Plan
may be authorized and unissued shares or may be treasury shares.
In the event of any merger, reorganization, consolidation, recapitalization,
stock dividend, stock split, extraordinary distribution with respect to the
Common Stock or other change in corporate structure affecting the Common Stock,
the Committee or Board may make such substitution or adjustments in the
aggregate number and kind of shares reserved for issuance under the Plan, in
the number, kind and option price of shares subject to outstanding Stock
Options, in the number and kind of shares subject to other outstanding Awards
granted under the Plan and/or such other substitution or adjustments in the
consideration receivable upon exercise as it may determine to be appropriate in
its sole discretion; provided, however, that the number of shares subject to
any Award shall always be a whole number.
4
<PAGE> 6
SECTION 4. ELIGIBILITY.
Officers, employees and directors of the Company, its Subsidiaries and
Affiliates who are responsible for or contribute to the management, growth and
profitability of the business of the Company, its Subsidiaries and Affiliates
are eligible to be granted Awards under the Plan. Except as expressly
authorized by Section 12 of the Plan, however, no grant shall be made to a
director who is not an officer or a salaried employee.
SECTION 5. STOCK OPTIONS.
Stock Options may be granted alone or in addition to other Awards granted
under the Plan and may be of two types: Incentive Stock Options and
Non-Qualified Stock Options. Any Stock Option granted under the Plan shall be
in such form as the Committee may from time to time approve.
The Committee shall have the authority to grant any optionee Incentive Stock
Options, Non-Qualified Stock Options or both types of Stock Options. Incentive
Stock Options may be granted only to employees of the Company and its
Subsidiaries (within the meaning of Section 424(f) of the Code). To the extent
that any Stock Option is not designated as an Incentive Stock Option or even if
so designated does not qualify as an Incentive Stock Option, it shall
constitute a Non-Qualified Stock Option.
Stock Options shall be evidenced by option agreements, the terms and
provisions of which may differ. An option agreement shall indicate on its face
whether it is intended to be an agreement for an Incentive Stock Option or a
Non-Qualified Stock Option. The grant of a Stock Option shall occur on the
date the Committee by resolution selects an individual to be a participant in
any grant of a Stock Option, determines the number of shares of Stock to be
subject to such Stock Option to be granted to such individual and specifies the
terms and provisions of the Stock Option. The Company shall notify a
participant of any grant of a Stock Option, and a written option agreement or
agreements shall be duly executed and delivered by the Company to the
participant. Such agreement or agreements shall become effective upon
execution by the participant.
Anything in the Plan to the contrary notwithstanding, no term of the Plan
relating to Incentive Stock Options shall be interpreted, amended or altered
nor shall any discretion or authority granted under the Plan be exercised so as
to disqualify the Plan under Section 422 of the Code or, without the consent of
the optionee affected, to disqualify any Incentive Stock Option under such
Section 422.
5
<PAGE> 7
Stock Options granted under the Plan shall be subject to the following terms
and conditions and shall contain such additional terms and conditions as the
Committee shall deem desirable:
(a) Option Price. The option price per share of Common Stock purchasable
under a Stock Option shall be determined by the Committee and set forth in
the option agreement, and shall not be less than the Fair Market Value of the
Common Stock subject to the Stock Option on the date of grant.
(b) Option Term. The term of each Stock Option shall be fixed by the
Committee, but no Stock Option shall be exercisable more than 10 years after
the date the Stock Option is granted.
(c) Exercisability. Except as otherwise provided herein, Stock Options
shall be exercisable at such time or times and subject to such terms and
conditions as shall be determined by the Committee. If the Committee
provides that any Stock Option is exercisable only in installments, the
Committee may at any time waive such installment exercise provisions, in
whole or in part, based on such factors as the Committee may determine. No
Stock Option shall be exercisable until such time as 25% or more of the
outstanding Common Stock has been issued pursuant to a public offering. In
addition, the Committee may at any time, in whole or in part, accelerate the
exercisability of any Stock Option.
(d) Method of Exercise. Subject to the provisions of this Section 5,
Stock Options may be exercised, in whole or in part, at any time during the
option term by giving written notice of exercise to the Company specifying
the number of shares of Common Stock subject to the Stock Option to be
purchased.
The option price of Common Stock to be purchased upon exercise of any
Option shall be paid in full in cash (by certified or bank check or such other
instrument as the Company may accept) or, if and to the extent set forth in
the option agreement, may also be paid by one or more of the following: (i)
in the form of unrestricted Common Stock already owned by the optionee (and,
in the case of the exercise of a Non- Qualified Stock Option, Restricted
Stock subject to an Award hereunder) based in any such instance on the Fair
Market Value of the Common Stock on the date the Stock Option is exercised;
provided, however, that, in the case of an Incentive Stock Option, the right
to make a payment in the form of already owned shares of Common Stock may be
authorized only at the time the Stock Option is granted; (ii) by requesting
the Company to withhold from the number of
6
<PAGE> 8
shares of Common Stock otherwise issuable upon exercise of the Stock Option
that number of shares having an aggregate fair market value on the date of
exercise equal to the exercise price for all of the shares of Common Stock
subject to such exercise; or (iii) by a combination thereof, in each case in
the manner provided in the option agreement.
In the discretion of the Committee, payment for any shares subject to a
Stock Option may also be made by delivering a properly executed exercise
notice to the Company, together with a copy of irrevocable instructions to a
broker to deliver promptly to the Company the amount of sale or loan proceeds
to pay the purchase price. To facilitate the foregoing, the Company may
enter into agreements for coordinated procedures with one or more brokerage
firms.
If payment of the option exercise price of a Non-Qualified Stock Option is
made in whole or in part in the form of Restricted Stock, the number of
shares of Common Stock to be received upon such exercise equal to the number
of shares of Restricted Stock used for payment of the option exercise price
shall be subject to the same forfeiture restrictions to which such Restricted
Stock was subject, unless otherwise determined by the Committee.
No shares of Common Stock shall be issued until full payment therefor has
been made. Subject to any forfeiture restrictions that may apply if a Stock
Option is exercised using Restricted Stock, an optionee shall have all of the
rights of a stockholder of the Company holding the Common Stock that is
subject to such Stock Option (including, if applicable, the right to vote the
shares and the right to receive dividends), when the optionee has given
written notice of exercise, has paid in full for such shares and, if
requested, has given the representation described in Section 10(a).
(e) Non-transferability of Stock Options. No Stock Option shall be
transferable by the optionee other than (i) by will or by the laws of descent
and distribution or (ii) pursuant to a qualified domestic relations order (as
defined in the Code or Title I of the Employee Retirement Income Security Act
of 1974, as amended, or the rules thereunder). All Stock Options shall be
exercisable, during the optionee's lifetime, only by the optionee or by the
guardian or legal representative of the optionee or by an alternate payee
pursuant to such qualified domestic relations order, it being understood that
the terms "holder" and "optionee" include the guardian and legal
representative of the optionee named in the option agreement and any person
to whom an option is transferred by will or the laws of descent
7
<PAGE> 9
and distribution or pursuant to a qualified domestic relations order.
(f) Termination by Death. If an optionee's employment terminates by
reason of death, any Stock Option held by such optionee may thereafter be
exercised, to the extent then exercisable, or on such accelerated basis as
the Committee may determine~ for a period of one year (or such other period
as the Committee may specify in the option agreement) from the date of such
death or until the expiration of the stated term of such Stock Option,
whichever period is the shorter. In the event of termination of employment
due to death, if an Incentive Stock Option is exercised after the expiration
of the exercise periods that apply for purposes of Section 422 of the Code,
such Stock Option will thereafter be treated as a Non-Qualified Stock Option.
(g) Termination by Reason of Disability. If an optionee's employment
terminates by reason of Disability, any Stock Option held by such optionee
may thereafter be exercised by the optionee, to the extent it was exercisable
at the time of termination, or on such accelerated basis as the Committee may
determine, for a period of three years (or such shorter period as the
Committee may specify in the option agreement) from the date of such
termination of employment or until the expiration of the stated term of such
Stock Option, whichever period is the shorter; provided, however, that if the
optionee dies within such three-year period (or such shorter period), any
unexercised Stock Option held by such optionee shall, notwithstanding the
expiration of such three-year (or such shorter) period, continue to be
exercisable to the extent to which it was exercisable at the time of death
for a period of one year from the date of such death or until the expiration
of the stated term of such Stock Option, whichever period is the shorter. In
the event of termination of employment by reason of Disability, if an
Incentive Stock Option is exercised after the expiration of the exercise
periods that apply for purposes of Section 422 of the Code, such Stock Option
will thereafter be treated as a Non-Qualified Stock Option.
(h) Termination by Reason of Retirement. If an optionee's employment
terminates by reason of Retirement, any Non-Qualified Stock Option held by
such optionee may thereafter be exercised by the optionee, to the extent it
was exercisable at the time of such Retirement or on such accelerated basis
as the Committee may determine, for a period of three years (or such shorter
period as the Committee may specify in the option agreement) from the date of
such termination of employment or until the expiration of the stated term of
such Non-Qualified Stock Option, whichever period is the shorter; provided,
however, that if the optionee
8
<PAGE> 10
dies within such three-year (or such shorter) period, any unexercised
Non-Qualified Stock Option held by such optionee shall, notwithstanding the
expiration of such three-year (or such shorter) period, continue to be
exercisable to the extent to which it was exercisable at the time of death
for a period of one year from the date of such death or until the expiration
of the stated term of such Non-Qualified Stock Option, whichever period is
the shorter. In the event of termination of employment by reason of
Retirement, an Incentive Stock Option may be exercised by the optionee, to
the extent it was exercisable at the time of such Retirement or on such
accelerated basis as the Committee may determine, only within a period of
three months thereafter or prior to the expiration of the stated term of such
Incentive Stock Option, whichever period is the shorter; provided, however,
that if the optionee dies within such three-month period, any unexercised
Incentive Stock Option held by such optionee shall, notwithstanding the
expiration of such three-month period, continue to be exercisable to the
extent to which it was exercisable at the time of death for a period of one
year from the date of such death or until the expiration of the stated term
of such Incentive Stock Option, whichever period is the shorter.
(i) Other Termination. Unless otherwise determined by the Committee, if
there occurs a Termination of Employment for any reason other than death,
Disability, Retirement or Cause, any Stock Option held by such Optionee shall
thereupon terminate, except that such Stock Option, to the extent then
exercisable, or on such accelerated basis as the Committee may determine,
may, if such Termination of Employment is without Cause, be exercised for the
lesser of (A) in the case of a Non-Qualified Stock Option, one year from the
date of such Termination of Employment or the balance of such Stock Option's
term and (B) in the case of an Incentive Stock Option, three months from the
date of such Termination of Employment or the balance of such Stock Option's
term; provided, however, that if the optionee dies within such one year or
three-month period, any unexercised Stock Option held by such optionee shall
notwithstanding the expiration of such one-year or three-month period,
continue to be exercisable to the extent to which it was exercisable at the
time of death for a period of one year from the date of such death or until
the expiration of the stated term of such Stock Option, whichever period is
the shorter. In the event of Termination of Employment for Cause, any
unexercised Stock Option held by such optionee shall expire immediately upon
the giving to the optionee of notice of such Termination of Employment.
Unless otherwise determined by the Committee, for the purposes of the Plan,
"Cause" shall mean (i) the conviction of the optionee for committing a felony
under Federal law or the law of the state in which such action occurred, (ii)
dishonesty in the
9
<PAGE> 11
course of fulfilling the optionee's employment duties or (iii) willful and
deliberate failure on the part of the optionee to perform his employment
duties in any material respect.
(j) Cashing Out of Stock Option. On receipt of written notice of
exercise, the Committee may elect to cash out all or any part of the shares
of Common Stock for which a Stock Option is being exercised by paying the
optionee an amount, in cash or Common Stock, equal to the excess of the Fair
Market Value of the Common Stock over the option price times the number of
shares of Common Stock for which the Stock Option is being exercised on the
effective date of such cash out.
Cash outs pursuant to this Section 5(j) relating to options held by
optionees who are actually or potentially subject to Section 16(b) of the
Exchange Act shall comply with the "window period" provisions of Rule 16b-3(e),
to the extent applicable.
(k) Change in Control Cash Out. Notwithstanding any other provision of
the Plan, during the 60-day period from and after a Change in Control (the
"Exercise Period"), unless the Committee shall determine otherwise at the
time of grant, an optionee shall have the right, whether or not the Stock
Option is fully exercisable and in lieu of the payment of the exercise price
for the shares of Common Stock being purchased under the Stock Option and by
giving notice to the Company, to elect (within the Exercise Period) to
surrender all or part of the Stock Option to the Company and to receive cash,
within 30 days of such notice, in an amount equal to the amount by which the
Change in Control Price per share of Common Stock on the date of such
election shall exceed the exercise price per share of Common Stock under the
Stock Option (the "Spread") multiplied by the number of shares of Common
Stock granted under the Stock Option as to which the right granted under this
Section 5(k) shall have been exercised; provided, however, that if the Change
in Control is within six months of the date of grant of a particular Stock
Option held by an optionee who is an officer or director of the Company and
is subject to Section 16(b) of the Exchange Act no such election shall be
made by such optionee with respect to such Stock Option prior to six months
from the date of grant. Notwithstanding any other provision hereof, if the
end of such 60-day period from and after a Change in Control is within six
months of the date of grant of a Stock Option held by an optionee who is an
officer or director of the Company and is subject to Section 16(b) of the
Exchange Act, such Stock Option shall be cancelled in exchange for a cash
payment to the optionee, effected on the day which is six months and one day
after the date of grant of such Option, equal to the Spread multiplied by the
number of shares of Common Stock granted under the Stock Option.
10
<PAGE> 12
SECTION 6. RESTRICTED STOCK.
(a) Administration. Shares of Restricted Stock may be awarded either
alone or in addition to other Awards granted under the Plan. The Committee
shall determine the officers and employees to whom and the time or times at
which grants of Restricted Stock will be awarded, the number of shares to be
awarded to any participant, the time or times within which such Awards may be
subject to forfeiture and any other terms and conditions of the Awards, in
addition to those contained in Section 6(c).
The Committee may condition the grant of Restricted Stock upon the
attainment of specified performance goals of the participant or of the
Company or Subsidiary, division or department of the Company for or within
which the participant is primarily employed or upon such other factors or
criteria as the Committee shall determine. The provisions of Restricted
Stock Awards need not be the same with respect to each recipient.
(b) Awards and Certificates. Shares of Restricted Stock shall be
evidenced in such manner as the Committee may deem appropriate, including
book-entry registration or issuance of one or more stock certificates. Any
certificate issued in respect of shares of Restricted Stock shall be
registered in the name of such participant and shall bear an appropriate
legend referring to the terms, conditions, and restrictions applicable to
such Award, substantially in the following form:
The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions
(including forfeiture) of the General Growth Properties, Inc.
1993 Stock Incentive Plan and a Restricted Stock Agreement.
Copies of such Plan and Agreement are on file at the office of
the Secretary of General Growth Properties, Inc.
The Committee may require that the certificates evidencing such shares be held
in custody by the Company until the restrictions thereon shall have lapsed and
that, as a condition of any Award of Restricted Stock, the participant shall
have delivered a stock power, endorsed in blank, relating to the Common Stock
covered by such Award.
(c) Terms and Conditions. Shares of Restricted Stock shall be subject
to the following terms and conditions:
(i) Subject to the provisions of the Plan and the Restricted
Stock Agreement referred to in Section
11
<PAGE> 13
6(c)(vi), during a period set by the Committee, commencing with the
date of such Award (the "Restriction Period"), the participant shall not
be permitted to sell, assign, transfer, pledge or otherwise encumber
shares of Restricted Stock. The Committee may provide for the lapse of
such restrictions in installments or otherwise and may accelerate or
waive such restrictions, in whole or in part, in each case based on
period of service, performance of the participant or of the Company or
the Subsidiary, division or department for which the participant is
employed or such other factors or criteria as the Committee may
determine.
(ii) Except as provided in this paragraph (ii) and Section
6(c)(i) and the Restricted Stock Agreement, the participant shall have,
with respect to the shares of Restricted Stock, all of the rights of
a stockholder of the Company holding the class or series of Common Stock
that is the subject of the Restricted Stock, including, if applicable,
the right to vote the shares and the right to receive any cash dividends.
If so determined by the Committee in the applicable Restricted Stock
Agreement and subject to Section 10(f) of the Plan, (A) cash dividends on
the shares of Common Stock that are the subject of the Restricted Stock
Award shall be automatically deferred and reinvested in additional
Restricted Stock and (B) dividends payable in Common Stock shall be paid
in the form of Restricted Stock.
(iii) Except to the extent otherwise provided in the applicable
Restricted Stock Agreement and Sections 6(c)(i), 6(c)(iv) and 7(a)(ii),
upon a participant's Termination of Employment for any reason during the
Restriction Period, all shares still subject to restriction shall be
forfeited by the participant.
(iv) Except to the extent otherwise provided in Section 7(a)
(ii), in the event of a Termination of Employment of a participant for
any reason (other than for Cause), the Committee shall have the
discretion to waive in whole or in part any or all remaining restrictions
with respect to any or all of such participant's shares of Restricted
Stock.
(v) If and when the Restriction Period expires without a prior
forfeiture of the Restricted Stock subject to such Restriction Period,
unlegended certificates for such shares shall be delivered to the
participant.
(vi) Each Award shall be confirmed by, and be subject to the
terms of, a Restricted Stock Agreement.
12
<PAGE> 14
SECTION 7. CHANGE IN CONTROL PROVISIONS.
(a) Impact of Event. Notwithstanding any other provision of the Plan to
the contrary, in the event of a Change in Control:
(i) Any Stock Options outstanding as of the date such Change in
Control is determined to have occurred and not then exercisable and
vested shall become fully exercisable and vested to the full extent of
the original grant.
(ii) The restrictions applicable to any Restricted Stock shall
lapse, and such Restricted Stock shall become free of all restrictions and
become fully vested and transferable to the full extent of the original
grant.
(b) Definition of Change in Control. For purposes of the Plan, a
"Change in Control" shall mean the happening of any of the following events:
(i) An acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a
"Person") of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of either (1) the
then outstanding shares of common stock of the Company (the "Outstanding
Common Stock") or (2) the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the
election of directors (the "Outstanding Voting Securities"); excluding,
however, the following: (1) any acquisition directly from the Company,
other than an acquisition by virtue of the exercise of a conversion
privilege unless the security being so converted was itself acquired
directly from the Company, (2) any acquisition by the Company, or
members of the Company's management, or any combination thereof, (3)
any acquisition by any employee benefit plan (or related trust) sponsored
or maintained by the Company or any corporation controlled by the Company
or (4) any acquisition by any Person pursuant to a transaction which
complies with clauses (1), (2) and (3) of subsection (iii) of this
Section 7(b); or
(ii) A change in the composition of the Board such that the
individuals who, as of the effective date of the Plan, constitute the
Board (such Board shall be hereinafter referred to as the "Incumbent
Board") cease for any reason to constitute at least a majority of the
Board; provided, however, for purposes of this Section 7(b), that any
individual who becomes a member of the Board subsequent to such effective
dater whose election,
13
<PAGE> 15
or nomination for election by the Company's shareholders, was approved
by a vote of at least a majority of those individuals who are members of
the Board and who were also members of the Incumbent Board (or deemed to
be such pursuant to this proviso) shall be considered as though such
individual were a member of the Incumbent Board; but, provided further,
that any such individual whose initial assumption of office occurs as
result of either an actual or threatened election contest (as such terms
are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange
Act) or other actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board shall not be so considered
as a member of the Incumbent Board; or
(iii) The approval by the shareholders of the Company of a
reorganization, merger or consolidation or sale or other disposition of
all or substantially all of the assets of the Company ("Corporate
Transaction"); excluding, however, such a Corporate Transaction pursuant
to which (1) all or substantially all of the individuals and entities who
are the beneficial owners, respectively, of the Outstanding Common Stock
and Outstanding Voting Securities immediately prior to such Corporate
Transaction will beneficially own, directly or indirectly, more than 60%
of, respectively, the outstanding shares of common stock, and the
combined voting power of the then outstanding voting securities entitled
to vote generally in the election of directors, as the case may be, of
the corporation resulting from such Corporate Transaction (including,
without limitation, a corporation which as a result of such transaction
owns the Company or all or substantially all of the Company's assets
either directly or through one or more Subsidiaries) in substantially the
same proportions as their ownership, immediately prior to such Corporate
Transaction, of the Outstanding Common Stock and Outstanding Voting
Securities, as the case may be, (2) no Person (other than the Company,
any employee benefit plan (or related trust) sponsored or maintained by
the Company or any corporation controlled by the Company or such
corporation resulting from such Corporate Transaction) will beneficially
own, directly or indirectly, 20% or more of, respectively, the
outstanding shares of common stock of the corporation resulting from such
Corporate Transaction or the combined voting power of the outstanding
voting securities of such corporation entitled to vote generally in the
election of directors except to the extent that such ownership existed
with respect to the Company prior to the Corporate Transaction and (3)
individuals who were members of the Incumbent Board will constitute at
least a majority of the members
14
<PAGE> 16
of the board of directors of the corporation resulting from such
Corporate Transaction; or
(iv) The approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company.
(c) Change in Control Price. For purposes of the Plan, "Change in
Control Price" means the higher of (i) the highest reported sales price,
regular way, of a share of Common Stock in any transaction reported on
the New York Stock Exchange Composite Tape or other national securities
exchange on which such shares are listed or on NASDAQ, as applicable, during
the 60-day period prior to and including the date of a Change in Control and
(ii) if the Change in Control is the result of a tender or exchange offer or
a Corporate Transaction, the highest price per share of Common Stock paid in
such tender or exchange offer or Corporate Transaction; provided, however,
that (x) in the case of a Stock Option which (A) is held by an optionee who
is an officer or director of the Company and is subject to Section 16(b) of
the Exchange Act and (B) was granted within 240 days of the Change in
Control, then the Change in Control Price for such Stock Option shall be the
Fair Market Value of the Common Stock on the date such Stock Option is
exercised or cancelled and (y) in the case of Incentive Stock Options, the
Change in Control Price shall be in all cases the Fair Market Value of the
Common Stock on the date such Incentive Stock Option is exercised. To the
extent that the consideration paid in any such transaction described above
consists all or in part of securities or other non-cash consideration, the
value of such securities or other non-cash consideration shall be determined
in the sole discretion of the Board.
SECTION 8. TERM, AMENDMENT AND TERMINATION.
The Plan will terminate on April 4, 2003. Under the Plan, Awards
outstanding as of April 4, 2003 shall not be affected or impaired by the
termination of the Plan.
The Board may amend, alter, or discontinue the Plan, but no amendment,
alteration or discontinuation shall be made which would (i) impair the rights
of an optionee under a Stock Option or a recipient of a Restricted Stock Award
theretofore granted without the optionee's or recipient's consent, except such
an amendment made to cause the Plan to qualify for the exemption provided by
Rule 16b-3, or (ii) disqualify the Plan from the exemption provided by Rule
16b-3. In addition, no such amendment shall be made without the approval of
the Company's stockholders to the extent such approval is required by law or
agreement.
15
<PAGE> 17
The Committee may amend the terms of any Stock Option or other Award
theretofore granted, prospectively or retroactively, but no such amendment
shall impair the rights of any holder without the holder's consent except such
an amendment made to cause the Plan or Award to qualify for the exemption
provided by Rule 16b-3.
Subject to the above provisions, the Board shall have authority to amend the
Plan to take into account changes in law and tax and accounting rules, as well
as other developments and to grant Awards which qualify for beneficial
treatment under such rules without stockholder approval.
SECTION 9. UNFUNDED STATUS OF PLAN.
It is presently intended that the Plan constitute an "unfunded" plan for
incentive and deferred compensation. The Committee may authorize the creation
of trusts or other arrangements to meet the obligations created under the Plan
to deliver Common Stock or make payments; provided, however, that, unless the
Committee otherwise determines, the existence of such trusts or other
arrangements is consistent with the "unfunded" status of the Plan.
SECTION 10. GENERAL PROVISIONS.
(a) The Committee may require each person purchasing or receiving
shares pursuant to an Award to represent to and agree with the Company in
writing that such person is acquiring the shares without a view to the
distribution thereof. The certificates for such shares may include any
legend which the Committee deems appropriate to reflect any restrictions on
transfer.
All certificates for shares of Common Stock or other securities delivered
under the Plan shall be subject to such stock transfer orders and other
restrictions as the Committee may deem advisable under the rules, regulations
and other requirements of the Commission, any stock exchange upon which the
Common Stock is then listed and any applicable Federal or state securities
law, and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.
(b) Nothing contained in the Plan shall prevent the Company or any
Subsidiary or Affiliate from adopting other or additional compensation
arrangements for its employees.
(c) The adoption of the Plan shall not confer upon any employee any
right to continued employment nor shall it interfere in any way with the
right of the Company or any Subsidiary or Affiliate to terminate the
employment of any employee at any time.
16
<PAGE> 18
(d) No later than the date as of which an amount first becomes
includible in the gross income of the participant for Federal income tax
purposes with respect to any Award under the Plan, the participant shall
pay to the Company, or make arrangements satisfactory to the Company
regarding the payment of, any Federal, state, local or foreign taxes of
any kind required by law to be withheld with respect to such amount. Unless
otherwise determined by the Committee, withholding obligations may be settled
with Common Stock, including Common Stock that is part of the Award that
gives rise to the withholding requirement. The obligations of the Company
under the Plan shall be conditional on such payment or arrangements, and the
Company, its Subsidiaries and its Affiliates shall, to the extent permitted
by law, have the right to deduct any such taxes from any payment otherwise
due to the participant. The Committee may establish such procedures as it
deems appropriate, including the making of irrevocable elections, for the
settlement of withholding obligations with Common Stock.
(e) At the time of grant, the Committee may provide in connection
with any grant made under the Plan that the shares of Common Stock received
as a result of such grant shall be subject to a right of first refusal
pursuant to which the participant shall be required to offer to the Company
any shares that the participant wishes to sell at the then Fair Market Value
of the Common Stock, subject to such other terms and conditions as the
Committee may specify at the time of grant.
(f) The reinvestment of dividends in additional Restricted Stock at the
time of any dividend payment shall only be permissible if sufficient shares
of Common Stock are available under Section 3 for such reinvestment (taking
into account then outstanding Stock Options and other Awards).
(g) The Committee shall establish such procedures as it deems
appropriate for a participant to designate a beneficiary to whom any amounts
payable in the event of the participant's death are to be paid.
(h) The Plan and all Awards made and actions taken thereunder shall be
governed by and construed in accordance with the laws of the State of
Delaware.
SECTION 11. EFFECTIVE DATE OF PLAN.
The Plan shall be effective on the later of (a) the date it is approved by
the shareholders of the Company and (b) the date, if any, specified by the
Board at the time it is approved by the Board.
17
<PAGE> 19
SECTION 12. DIRECTOR STOCK OPTIONS.
(a) Each director of the Company who is not otherwise an employee of
the Company or any Subsidiary or Affiliate from and after the effective date
of the Plan shall, on the first day of each January during such director's
term, automatically be granted Non-Qualified Stock Options to purchase 500
shares of Common Stock having an exercise price per share equal to 100% of
the Fair Market Value of the Common Stock at the date of grant of such
Non-Qualified Stock Option. Each such director, upon joining the Board,
shall also be awarded an initial grant of Non-Qualified Stock Options to
purchase 500 shares of Common Stock having an exercise price equal to 100%
of the Fair Market Value of the Common Stock as of such date.
(b) An automatic director Stock Option shall be granted hereunder
only if as of each date of grant (or, in the case of any initial grant, from
and after the effective date of the Plan) the director (i) is not otherwise
an employee of the Company or any Subsidiary or Affiliate, (ii) has not been
an employee of the Company or any Subsidiary or Affiliate for any part of the
preceding fiscal year and (iii) has served on the Board continuously since
the commencement of his term.
(c) Each holder of a Stock Option granted pursuant to this Section 12
shall also have the rights specified in Section 5(k).
(d) In the event that the number of shares of Common Stock available
for future grant under the Plan is insufficient to make all automatic grants
required to be made on such date, then all non-employee directors entitled to
a grant on such date shall share ratably in the number of options on shares
available for grant under the Plan.
(e) The provisions of paragraph (a) of this Section 12 may not be
amended more often than once every six months. Except as expressly provided
in this Section 12, any Stock Option granted hereunder shall be subject to
the terms and conditions of the Plan as if the grant were made pursuant to
Section 5 hereof.
18
<PAGE> 1
EXHIBIT 5
June 28, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: General Growth Properties, Inc.
Registration Statement on Form S-8
Gentlemen:
We are counsel to General Growth Properties, Inc., a Delaware corporation
(the "Company"), and in such capacity we have assisted in the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Act"), of the Company's Registration Statement on Form
S-8 (the "Registration Statement") relating to an additional 1,000,000 shares
of the Company's common stock, $.10 par value per share (the "Common Stock"),
to be issued from time to time upon the exercise of options to be granted,
pursuant to the 1993 Stock Incentive Plan, as amended (the "Plan").
As such counsel, we have examined the Plan, the Company's Amended and
Restated Certificate of Incorporation, as amended, the Company's By- laws, as
amended, the minute book of the Company and such other papers, documents and
certificates of public officials and certificates of officers of the Company as
we have deemed relevant and necessary as the basis for the opinions hereinafter
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 on the foregoing, we are of the opinion that:
1. The issuance from time to time by the Company of up to an additional
1,000,000 shares of Common Stock upon the exercise of options to be granted
pursuant to the Plan as described in the prospectus to be delivered to
participants in the Plan (the "Prospectus") has been duly and validly
<PAGE> 2
Securities and Exchange Commission
June 28, 1996
Page 2
authorized by all necessary corporate action on the part of the Company.
2. When issued and paid for as described in the Prospectus and in
accordance with the Plan, the 1,000,000 additional shares available for
issuance under the Plan will be duly and validly issued and outstanding,
fully paid and non-assessable shares of Common Stock.
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 caption
"Interests of Named Experts and Counsel" in Item 5 of Part II of the
Registration Statement.
The opinions expressed above are limited to the laws of the State of
Illinois, the General Corporation of Law of the State of Delaware and the
federal laws of the United States, and are limited to the specific legal
matters expressly addressed herein. No opinion is expressed with respect to
the laws of any other jurisdiction or any legal matter not addressed herein.
Very truly yours,
/s/ NEAL, GERBER & EISENBERG
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
General Growth Properties, Inc. on Form S-8 of our reports 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.
Coopers & Lybrand L.L.P.
Chicago, Illinois
June 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-8 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.
DELOITTE & TOUCHE LLP
Chicago, Illinois
June 28, 1996
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
of General Growth Properties, Inc. on Form S-8 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.
DELOITTE & TOUCHE LLP
St. Louis, Missouri
June 28, 1996
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
Officer of General Growth Properties, Inc., a corporation organized under the
laws of the State of Delaware (the "Company"), hereby constitutes and appoints
Matthew Bucksbaum, Bernard Freibaum and Marshall E. Eisenberg and each of them
(with full power to each of them to act alone), his true and lawful
attorneys-in-fact and agents for him and on his behalf and in his name, place
and stead, in any and all capacities, to sign, execute and file with the
Securities and Exchange Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (including all amendments
thereto) with all exhibits and any and all documents required to be filed with
respect thereto, relating to the registration under the Securities Act of 1933,
as amended, of shares of the Company's common stock to be issued upon exercise
of options to be granted by the Company pursuant to the Company's 1993 Stock
Incentive Plan, as amended, granting unto said attorneys-in-fact and agents and
each of them, full power and authority to do and to perform each and every act
and thing requisite and necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and purposes as he himself might
or could do if personally present, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.
Matthew Bucksbaum
---------------------------
Matthew Bucksbaum
Dated: May 21, 1996
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
Officer of General Growth Properties, Inc., a corporation organized under the
laws of the State of Delaware (the "Company"), hereby constitutes and appoints
Matthew Bucksbaum, Bernard Freibaum and Marshall E. Eisenberg and each of them
(with full power to each of them to act alone), his true and lawful
attorneys-in-fact and agents for him and on his behalf and in his name, place
and stead, in any and all capacities, to sign, execute and file with the
Securities and Exchange Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (including all amendments
thereto) with all exhibits and any and all documents required to be filed with
respect thereto, relating to the registration under the Securities Act of 1933,
as amended, of shares of the Company's common stock to be issued upon exercise
of options to be granted by the Company pursuant to the Company's 1993 Stock
Incentive Plan, as amended, granting unto said attorneys-in-fact and agents and
each of them, full power and authority to do and to perform each and every act
and thing requisite and necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and purposes as he himself might
or could do if personally present, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.
Robert Michaels
---------------------------
Robert Michaels
Dated: May 21, 1996
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
Officer of General Growth Properties, Inc., a corporation organized under the
laws of the State of Delaware (the "Company"), hereby constitutes and appoints
Matthew Bucksbaum, Bernard Freibaum and Marshall E. Eisenberg and each of them
(with full power to each of them to act alone), his true and lawful
attorneys-in-fact and agents for him and on his behalf and in his name, place
and stead, in any and all capacities, to sign, execute and file with the
Securities and Exchange Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (including all amendments
thereto) with all exhibits and any and all documents required to be filed with
respect thereto, relating to the registration under the Securities Act of 1933,
as amended, of shares of the Company's common stock to be issued upon exercise
of options to be granted by the Company pursuant to the Company's 1993 Stock
Incentive Plan, as amended, granting unto said attorneys-in-fact and agents and
each of them, full power and authority to do and to perform each and every act
and thing requisite and necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and purposes as he himself might
or could do if personally present, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.
Bernard Freibaum
------------------------------
Bernard Freibaum
Dated: May 21, 1996
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
Officer of General Growth Properties, Inc., a corporation organized under the
laws of the State of Delaware (the "Company"), hereby constitutes and appoints
Matthew Bucksbaum, Bernard Freibaum and Marshall E. Eisenberg and each of them
(with full power to each of them to act alone), his true and lawful
attorneys-in-fact and agents for him and on his behalf and in his name, place
and stead, in any and all capacities, to sign, execute and file with the
Securities and Exchange Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (including all amendments
thereto) with all exhibits and any and all documents required to be filed with
respect thereto, relating to the registration under the Securities Act of 1933,
as amended, of shares of the Company's common stock to be issued upon exercise
of options to be granted by the Company pursuant to the Company's 1993 Stock
Incentive Plan, as amended, granting unto said attorneys-in-fact and agents and
each of them, full power and authority to do and to perform each and every act
and thing requisite and necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and purposes as he himself might
or could do if personally present, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.
John Bucksbaum
---------------------------
John Bucksbaum
Dated: May 21, 1996
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
Officer of General Growth Properties, Inc., a corporation organized under the
laws of the State of Delaware (the "Company"), hereby constitutes and appoints
Matthew Bucksbaum, Bernard Freibaum and Marshall E. Eisenberg and each of them
(with full power to each of them to act alone), his true and lawful
attorneys-in-fact and agents for him and on his behalf and in his name, place
and stead, in any and all capacities, to sign, execute and file with the
Securities and Exchange Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (including all amendments
thereto) with all exhibits and any and all documents required to be filed with
respect thereto, relating to the registration under the Securities Act of 1933,
as amended, of shares of the Company's common stock to be issued upon exercise
of options to be granted by the Company pursuant to the Company's 1993 Stock
Incentive Plan, as amended, granting unto said attorneys-in-fact and agents and
each of them, full power and authority to do and to perform each and every act
and thing requisite and necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and purposes as he himself might
or could do if personally present, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.
Anthony Downs
--------------------------------
Anthony Downs
Dated: May 21, 1996
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
Officer of General Growth Properties, Inc., a corporation organized under the
laws of the State of Delaware (the "Company"), hereby constitutes and appoints
Matthew Bucksbaum, Bernard Freibaum and Marshall E. Eisenberg and each of them
(with full power to each of them to act alone), his true and lawful
attorneys-in-fact and agents for him and on his behalf and in his name, place
and stead, in any and all capacities, to sign, execute and file with the
Securities and Exchange Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (including all amendments
thereto) with all exhibits and any and all documents required to be filed with
respect thereto, relating to the registration under the Securities Act of 1933,
as amended, of shares of the Company's common stock to be issued upon exercise
of options to be granted by the Company pursuant to the Company's 1993 Stock
Incentive Plan, as amended, granting unto said attorneys-in-fact and agents and
each of them, full power and authority to do and to perform each and every act
and thing requisite and necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and purposes as he himself might
or could do if personally present, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.
Morris Mark
-------------------------------
Morris Mark
Dated: May 21, 1996
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
Officer of General Growth Properties, Inc., a corporation organized under the
laws of the State of Delaware (the "Company"), hereby constitutes and appoints
Matthew Bucksbaum, Bernard Freibaum and Marshall E. Eisenberg and each of them
(with full power to each of them to act alone), her true and lawful
attorneys-in-fact and agents for her and on her behalf and in her name, place
and stead, in any and all capacities, to sign, execute and file with the
Securities and Exchange Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (including all amendments
thereto) with all exhibits and any and all documents required to be filed with
respect thereto, relating to the registration under the Securities Act of 1933,
as amended, of shares of the Company's common stock to be issued upon exercise
of options to be granted by the Company pursuant to the Company's 1993 Stock
Incentive Plan, as amended, granting unto said attorneys-in-fact and agents and
each of them, full power and authority to do and to perform each and every act
and thing requisite and necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and purposes as she herself
might or could do if personally present, hereby ratifying and confirming all
that said attorneys-in- fact and agents, or any of them, may lawfully do or
cause to be done by virtue hereof.
Beth Stewart
---------------------------------
Beth Stewart
Dated: May 21, 1996
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
Officer of General Growth Properties, Inc., a corporation organized under the
laws of the State of Delaware (the "Company"), hereby constitutes and appoints
Matthew Bucksbaum, Bernard Freibaum and Marshall E. Eisenberg and each of them
(with full power to each of them to act alone), his true and lawful
attorneys-in-fact and agents for him and on his behalf and in his name, place
and stead, in any and all capacities, to sign, execute and file with the
Securities and Exchange Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (including all amendments
thereto) with all exhibits and any and all documents required to be filed with
respect thereto, relating to the registration under the Securities Act of 1933,
as amended, of shares of the Company's common stock to be issued upon exercise
of options to be granted by the Company pursuant to the Company's 1993 Stock
Incentive Plan, as amended, granting unto said attorneys-in-fact and agents and
each of them, full power and authority to do and to perform each and every act
and thing requisite and necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and purposes as he himself might
or could do if personally present, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.
A. Lorne Weil
--------------------------------
A. Lorne Weil
Dated: May 21, 1996
