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PROSPECTUS
1,000,000 SHARES
GENERAL GROWTH PROPERTIES, INC.
COMMON STOCK
(PAR VALUE $.10 PER SHARE)
This Prospectus relates to 1,000,000 shares (the "Shares") of Common
Stock, par value $.10 per share (the "Common Stock"), of General Growth
Properties, Inc. (the "Company"). The Shares are being offered by the
stockholder described herein (the "Selling Stockholder") which acquired the
Shares in connection with its sale to the Company of the real and personal
property commonly known as Park Mall in Tucson, Arizona. The Company will not
receive any proceeds from the sale of Shares by the Selling Stockholder.
The Company has been advised by the Selling Stockholder that the Shares
may be offered or sold by or for the account of such Selling Stockholder from
time to time, at prices and on terms to be determined at the time of sale, to
purchasers directly or by or through brokers, dealers, agents or underwriters
who may receive compensation in the form of discounts, concessions or
commissions. The Selling Stockholder and any brokers, dealers, agents or
underwriters that participate in the distribution of the Shares may be deemed to
be "underwriters" within the meaning of the Securities Act of 1933, as amended
(the "Securities Act"), in which event any discounts, concessions and
commissions received by any such brokers, dealers, agents or underwriters and
any profit on resale of the Shares purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act. The aggregate
net proceeds to the Selling Stockholder from the sale of the Shares will be the
purchase price of such Shares less any commissions. See "Use of Proceeds" and
"Plan of Distribution."
The Common Stock is listed on the New York Stock Exchange (the "NYSE")
and traded under the symbol "GGP." The last reported sale price of the Common
Stock on the NYSE on December 10, 1996 was $30.375 per share.
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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.
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The date of this Prospectus is December 11, 1996.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the Public
Reference Room of the Commission, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549 and at the Commission's regional offices at Seven World
Trade Center, Suite 1300, New York, New York 10048 and Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material can be obtained from the Public Reference Room of the Commission, 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed rates.
Such materials also may be accessed electronically by means of the Commission's
home page on the Internet at http://www.sec.gov. The Company's Common Stock is
listed on the New York Stock Exchange (the "NYSE") and such reports, proxy
statements and other information also can be inspected at the offices of the
NYSE, 20 Broad Street, 17th Floor, New York, New York 10005.
The Company has filed with the Commission a Registration Statement on
Form S-3 (the "Registration Statement") under the Act, with respect to the
Shares offered hereby. This Prospectus, which constitutes a part of the
Registration Statement, does not contain all of the information set forth in
the Registration Statement, certain items of which are contained in schedules
and exhibits to the Registration Statement as permitted by the rules and
regulations of the Commission. Statements made in this Prospectus as to the
contents of any contract, agreement or other document referred to are not
necessarily complete. With respect to each such contract, agreement or other
document filed as an exhibit to the Registration Statement, reference is made
to the exhibit for a more complete description of the matter involved, and each
such statement shall be deemed qualified in its entirety by such reference.
Items and information omitted from this Prospectus but contained in the
Registration Statement may be inspected and copied at the Public Reference Room
of the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Exchange Act are incorporated in this Prospectus by reference
and are made a part hereof:
1. Annual Report on Form 10-K for the fiscal year ended December 31,
1995 (the "Company 10-K");
2. Quarterly Reports on Form 10-Q for the quarters ended March 31,
1996, 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
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
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to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained herein or in any document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for the purposes of this Prospectus to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed to constitute a part of this Prospectus, except as so modified or
superseded. The Company will provide without charge to each person, including
any beneficial owner, to whom a copy of this Prospectus is delivered, upon
written or oral request of such person, a copy of any or all of the information
that has been incorporated by reference in this Prospectus (excluding exhibits
to such information which are not specifically incorporated by reference into
such information). Requests for such information should be directed to General
Growth Properties, Inc., 55 West Monroe Street - Suite 3100, Chicago, Illinois
60603, Attention: Director of Investor Relations, Telephone (312) 551-5000.
THE COMPANY
The Company is a self-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 30 enclosed mall
shopping centers containing an aggregate of approximately 19.3 million square
feet of gross retail space, including anchors, freestanding stores and mall
tenant areas ("GLA") and a 50% interest in one enclosed mall shopping center
containing 1.2 million square feet of GLA. On December 22, 1995, the Company,
through the Operating Partnership's ownership of stock in GGP/Homart, Inc.
acquired a 38.2% interest in substantially all of the regional mall assets and
liabilities that were owned by Homart Development Co., an indirect wholly-owned
subsidiary of Sears, Roebuck & Co. GGP/Homart, Inc. currently owns interests
in 26 shopping centers which contain approximately 21.9 million square feet of
GLA.
In order to maintain its qualification as a real estate investment
trust (a "REIT") for federal income tax purposes, the Company is required to
distribute at least 95% of its taxable income each year.
On July 1, 1996, the Operating Partnership sold 40% of its remaining
interest (constituting a 12% interest) in CenterMark Properties, Inc., the Los
Angeles-based shopping center owner and operator ("CenterMark"), to CenterMark
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.
SELLING STOCKHOLDER
The following table sets forth with respect to the Selling Stockholder
(i) the number of shares of Common Stock beneficially owned as of November 8,
1996 and prior to the offering contemplated hereby, (ii) the maximum number of
Shares which may be sold in the offering and (iii) the number of shares of
Common Stock which will be beneficially owned after the offering, assuming the
sale of all the Shares set forth in (ii) above:
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<TABLE>
<CAPTION>
Beneficial Ownership Shares Beneficial Ownership
Prior to Offering to Be After Offering
----------------------- Offered ------------------------
Selling Stockholder Shares Percentage Shares Percentage
- ------------------- ------ ---------- ------- ------ ----------
<S> <C> <C> <C> <C> <C>
K-GAM Limited Partnership 1,000,000 3.2% 1,000,000* * *
</TABLE>
*The exact number of Shares to be sold at any time or from time to time
cannot currently be determined.
PLAN OF DISTRIBUTION
The Company has been advised by the Selling Stockholder that it may
sell all or a portion of the Shares offered by it hereby from time to time on
the NYSE. The Selling Stockholder may also make private sales to purchasers
directly to or through a broker or brokers. Alternatively, the Selling
Stockholder may from time to time offer the Shares through underwriters,
brokers, dealers or agents, who may receive compensation in the form of
underwriting discounts, commissions or concessions from the Selling Stockholder
and/or the purchasers of the Shares for whom they may act as agent. The
distribution of the Shares may be effected from time to time in one or more
transactions, which may involve block transactions, at a fixed price or
prices, which may be changed, at market prices prevailing at the time of sale
or at negotiated prices. The Selling Stockholder is not restricted as to the
price or prices at which it may sell Shares or as to the number of Shares that
may be sold at any one time. Such sale or sales may have an adverse effect on
the market price for the Common Stock. To the extent required under applicable
law, the number of Shares to be sold, the purchase price, the name of any such
agent, broker, dealer or underwriter and any applicable commissions with
respect to a particular offer will be set forth in an accompanying Prospectus
Supplement. The aggregate net proceeds to the Selling Stockholder from
the sale of the Shares will be the purchase price of such Shares less
any commissions.
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
The Selling Stockholder and any brokers, dealers, agents or underwriters
that participate in the distribution of the Shares may be deemed to be
"underwriters" within the meaning of the Securities Act, in which event any
discounts, concessions and commissions received by such brokers, dealers, agents
or underwriters and any profit on the resale of the Shares purchased by them may
be deemed to be underwriting commissions or discounts under the Securities Act.
No underwriter, broker, dealer or agent has been engaged by the Company
in connection with the distribution of the Shares. Any Shares covered by this
Prospectus which qualify for sale pursuant to Rule 144 under the Securities Act
may be sold under Rule 144 rather than pursuant to this Prospectus. There is no
assurance that the Selling Stockholder will sell any or all of the Shares. The
Selling Stockholder may transfer, devise or gift such Shares by other means not
described herein.
The Company will pay all of the expenses incident to the registration of
the Shares, other than underwriting discounts and selling commissions, if any.
The Company has agreed to indemnify the Selling Stockholder and each
person, if any, who controls it against certain liabilities arising under the
Securities Act.
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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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NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY, THE SELLING STOCKHOLDER OR ANY BROKER, DEALER OR AGENT. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY
JURISDICTION IN PROPERTIES, INC. WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
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TABLE OF CONTENTS
PAGE
----
Available Information . . . . . . . . . . 2
Incorporation of Certain Documents
by Reference . . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . 3
Selling Stockholder . . . . . . . . . . . 3
Plan of Distribution . . . . . . . . . . 4
Legal Matters . . . . . . . . . . . . . . 5
Experts . . . . . . . . . . . . . . . . . 5
1,000,000 SHARES
GENERAL GROWTH PROPERTIES, INC.
COMMON STOCK
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PROSPECTUS
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December 11, 1996
