<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) DECEMBER 6, 1996
GENERAL GROWTH PROPERTIES, INC.
-------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-11656 42-1283895
- - --------------------------------------------------------------------------------
(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.)
INCORPORATION)
55 WEST MONROE ST., SUITE 3100, CHICAGO, ILLINOIS 60603
- - --------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (312) 551-5000
<PAGE> 2
ONLY THOSE ITEMS AMENDED
ARE REPORTED HEREIN.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Listed below are the financial statements, pro forma financial information
and exhibits filed as a part of this report:
a. Financial Statements of Businesses Acquired.
The combined financial statement of Lansing Mall, Westwood Mall and
Lakeview Square Mall and the financial statement for Park Mall listed in the
accompanying Index to Financial Statements and Pro Forma Financial Information
are filed as part of this Current Report on Form 8-K/A.
b. Pro Forma Financial Information.
The pro forma financial information of General Growth Properties, Inc.
listed in the accompanying Index to Financial Statements and Pro Forma
Financial Information is filed as part of this Current Report on Form 8-K/A.
c. Exhibits
See Exhibit Index attached hereto and incorporated herein.
2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
GENERAL GROWTH PROPERTIES, INC.
By: /s/ Bernard Freibaum
----------------------------
Bernard Freibaum
Executive Vice President and
Chief Financial Officer
Date: February 18, 1997
3
<PAGE> 4
INDEX TO FINANCIAL STATEMENTS AND
PRO FORMA FINANCIAL INFORMATION
The following financial statements and pro forma financial information are
included in Item 7 of this Current Report on Form 8-K/A:
LANSING MALL, WESTWOOD MALL AND LAKEVIEW SQUARE MALL Page
---------------------------------------------------- ----
Report of Independent Accountants F-3
Combined Statement of Revenues and Certain Expenses for
the Year Ended December 31, 1995 F-4
Notes to Combined Statement of Revenues and Certain
Expenses for the Year Ended December 31, 1995 F-5
PARK MALL
----------
Independent Auditor's Report F-7
Statement of Revenues and Certain Expenses for
the Year Ended December 31, 1995 F-8
Notes to Statement of Revenues and Certain Expenses
for the Year Ended December 31, 1995 F-9
GENERAL GROWTH PROPERTIES, INC.
-------------------------------
Pro Forma Condensed Consolidated Statement of
Operations for the Year Ended December 31, 1995 (Unaudited) F-14
Pro Forma Condensed Consolidated Statement of
Operations for the Nine Months Ended September 30, 1996 (Unaudited) F-16
F-1
<PAGE> 5
LANSING MALL, WESTWOOD MALL
AND LAKEVIEW SQUARE MALL
REPORT ON AUDIT OF THE COMBINED STATEMENT
OF REVENUES AND CERTAIN EXPENSES FOR
THE YEAR ENDED DECEMBER 31, 1995
F-2
<PAGE> 6
COOPERS
& LYBRAND L.L.P.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
General Growth Properties, Inc.
We have audited the accompanying combined statement of revenues and certain
expenses of the Lansing Mall, the Westwood Mall and the Lakeview Mall for the
year ended December 31, 1995. This financial statement is the responsibility
of the management of the properties. Our responsibility is to express an
opinion on this combined statement of revenues and certain expenses based on
our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the combined statement of revenue and
certain expenses is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the combined statement of revenue and certain expenses. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the combined
statement of revenue and certain expenses. We believe that our audit provides
a reasonable basis for our opinion.
The accompanying combined statement of revenues and certain expenses was
prepared for the purpose of complying with certain rules and regulations of the
Securities and Exchange Commission (for inclusion in the Form 8-K/A) as
described in Note 2 and is not intended to be a complete presentation of
revenues and certain expenses of the Lansing Mall, the Westwood Mall and the
Lakeview Square Mall.
In our opinion, the combined statement of revenues and certain expenses for the
year ended December 31, 1995 presents fairly, in all material respects, the
revenues and certain expenses of the Lansing Mall, the Westwood Mall and the
Lakeview Square Mall for the year ended December 31, 1995, in conformity with
generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Detroit, Michigan
January 10, 1997
F-3
<PAGE> 7
LANSING MALL, WESTWOOD MALL AND LAKEVIEW SQUARE MALL
COMBINED STATEMENT OF REVENUES AND CERTAIN EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION> YEAR ENDED
DECEMBER 31,
1995
------------
<S> <C> <C>
Revenues:
Rental income, including percentage rentals $13,304,337
Tenants common area, property taxes, and insurance recovery 5,321,203
Interest income 203,529
Other income, principally sale of electric power 669,162
----------
19,498,231
-----------
Expenses:
Building and common area 3,190,433
Real estate taxes 1,108,188
Management fee 1,207,308
General and administrative 651,482
----------
6,157,411
----------
Revenues in excess of certain expenses $13,340,820
==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-4
<PAGE> 8
LANSING MALL, WESTWOOD MALL AND LAKEVIEW SQUARE MALL
NOTES TO COMBINED STATEMENT OF REVENUES AND CERTAIN EXPENSES
1. BUSINESS:
The combined statement of revenues and certain expenses includes the
operations of the Lansing Mall, the Westwood Mall and the Lakeview Square
Mall (the "Malls"). The Malls, which are located throughout Michigan, were
transferred to General Growth Properties, Inc. (the "Company") on December
6, 1996, effective November 1, 1996.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
a. BASIS OF PRESENTATION: The accounts of each property are
combined in the statement of revenues and certain expenses. The
financial statement is not representative of the actual operations for
the period presented as certain expenses that may not be comparable to
the expenses expected to be incurred in the future operations of the
acquired properties have been excluded in accordance with Rule 3-14 of
Regulation S-X of the Securities and Exchange Commission. Expenses
excluded consist of interest, depreciation, amortization, and other
costs not directly related to the future operations of the properties.
b. REVENUE RECOGNITION: The Company recognizes rental revenue at
the time that the rental payments are received. The amount of rental
revenue recognized under this method approximates the amount of rental
revenue that would be recognized on a straight line basis over the
life of the lease.
c. ESTIMATES: The preparation of financial statements in conformity
with generally accepted accounting principles requires management to
make estimates and assumptions. Actual results could differ from
those estimates.
3. LEASES:
The following is a schedule, by year, of future minimum rental payments
expected under executed operating leases of the Lansing Mall, Westwood Mall
and Lakeview Square Mall that have initial or remaining noncancelable lease
terms in excess of one year, as of December 31, 1995.
<TABLE>
<S> <C>
1996 $12,032,172
1997 10,996,418
1998 9,911,782
1999 8,925,750
2000 and beyond 38,545,303
----------
$80,411,425
==========
</TABLE>
F-5
<PAGE> 9
PARK MALL
A PROJECT OF K-GAM LIMITED PARTNERSHIP,
FORMERLY THE KIVEL REVOCABLE TRUST
AUDITED STATEMENT OF REVENUES AND CERTAIN EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1995
--------------
F-6
<PAGE> 10
ADDISON, ROBERTS & LUDWIG, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors
General Growth Properties, Inc.
We have audited the statement of revenues and certain expenses of Park Mall, a
Project of K-GAM Limited Partnership, formerly the Kivel Revocable Trust for
the year ended December 31, 1995. These financial statements are the
responsibility of Park Mall's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
The accompanying statement was prepared for the purpose of complying with the
rules and regulations of the Securities and Exchange Commission for inclusion
in the Form 8-K/A of General Growth Properties, Inc. and is not intended to be
a complete presentation of Park Mall's revenues and expenses.
In our opinion, the financial statement referred to above present fairly, in
all material respects, the revenues and certain expenses of Park Mall for the
year ended December 31, 1995 in conformity with generally accepted accounting
principles.
ADDISON, ROBERTS & LUDWIG, P.C.
Tucson, Arizona
July 19, 1996
F-7
<PAGE> 11
PARK MALL
A PROJECT OF K-GAM LIMITED PARTNERSHIP,
FORMERLY THE KIVEL REVOCABLE TRUST
STATEMENT OF REVENUES AND CERTAIN EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1995
____________
<TABLE>
<S> <C>
Revenues $7,531,145
Certain Expenses:
Payroll and related costs 745,606
Property taxes 673,562
Utilities and telephone 248,397
Security 196,868
Maintenance and repairs 152,183
Property insurance 149,955
Advertising and promotion 126,771
Supplies 96,947
Other expenses 22,947
---------
Total certain expenses 2,413,236
Revenues in excess of certain expenses ---------
$5,117,909
=========
</TABLE>
The accompanying notes are an integral part of the financial statement.
F-8
<PAGE> 12
PARK MALL
A PROJECT OF K-GAM LIMITED PARTNERSHIP,
FORMERLY THE KIVEL REVOCABLE TRUST
NOTES TO STATEMENT OF REVENUES AND CERTAIN EXPENSES
___________
1. Basis of Presentation and Summary of Significant Accounting Policies
Park Mall
Park Mall (a project of K-GAM Limited Partnership, formerly the Kivel
Revocable Trust) ("the Project") is an air conditioned single level retail
shopping mall located in Tucson, Arizona. The one million plus square foot
facility was built in 1974. In addition to the three major department
stores (Dillard's, Macy's and Sears), the mall has nearly one hundred retail
or service shops. Macy's and Sears each own their pad, parking lot and
building which represents 420,000 square feet. Dillard's and the mall shops
represent 439,000 square feet of gross leasable area.
The property also includes an adjacent 12 acre parcel of land located east
of the mall which is available for future development.
Ownership
The Project was owned by the Kivel Revocable Trust with Joseph and Esther
Kivel as grantors for all periods until Mr. Kivel's death in 1995. In
August of 1995 the property was transferred to the K-GAM Limited
Partnership. The partnership's General Partner is K-GAM Management LLC
whose members are the Lee A. Kivel Trust of Trust B of the Kivel Revocable
Trust and the Foster D. Kivel Trust of Trust B of the Kivel Revocable Trust.
The trustees are Lee A. Kivel, Foster D. Kivel and Frederick P. Dooley.
Basis of Presentation
The statement is not representative of the actual operations of Park Mall
for the year presented. Certain expenses, primarily depreciation and
amortization expense, interest expense, management fees and certain
corporate expenses which have been excluded.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions. Actual results could differ from those estimates.
F-9
<PAGE> 13
PARK MALL
A PROJECT OF K-GAM LIMITED PARTNERSHIP,
FORMERLY THE KIVEL REVOCABLE TRUST
NOTES TO STATEMENT OF REVENUES AND CERTAIN EXPENSES
_________
Revenue Recognition
Rent income is recognized when earned in accordance with tenant leases.
Rent concessions are not material. Percentage rental income and a portion
of property tax income are collected in the year following the year when it
is earned. Accrued rental income represents earned, unbilled percentage
rent revenue, and property tax revenue.
Advertising Costs
The cost of advertising, primarily paid to the Park Mall Merchants
Association, is expensed when incurred or when the first advertising takes
place. Park Mall does not participate in direct-response advertising which
requires the capitalization and amortization of related costs.
Income Taxes
Park Mall taxable income is taxed at the individual or trust level. No
provision for income taxes is included in the accompanying financial
statements.
F-10
<PAGE> 14
PARK MALL
A PROJECT OF K-GAM LIMITED PARTNERSHIP,
FORMERLY THE KIVEL REVOCABLE TRUST
NOTES TO STATEMENT OF REVENUES AND CERTAIN EXPENSES
__________
2. Tenant Leases
Shopping center space is leased to tenants pursuant to noncancelable
operating lease agreements. Tenant leases typically provide for guaranteed
minimum rent, percentage rent and other charges to cover certain operating
costs.
Following is a summary of future minimum tenant lease payments receivable
under noncancelable leases in excess of one year at December 31, 1995. The
summary excludes contingent rentals and amounts reimbursable by tenants for
property taxes, insurance and maintenance. Annual percentage rentals are
approximately $450,000. Lease terms range from month to month to 30 years.
<TABLE>
<CAPTION>
<S> <C>
1996 $4,534,587
1997 3,706,048
1998 3,055,178
1999 2,713,151
2000 2,178,708
Thereafter 6,856,014
----------
$23,043,686
</TABLE> ==========
3. Related Party Transactions
Park Mall is one of several projects or investments who share common
ownership. Receipts from all commonly owned properties are deposited to a
single cash account. Reports for payroll and rental taxes are filed on a
combined basis. Expenses are allocated based on actual payroll burden and
rental tax liability. Insurance premiums paid through the Park Mall
operating account are allocated based on property location to other projects
or investments. Expenses allocable to other projects or investments, which
were paid from the Park Mall operating account are reported as owner
distributions. These expenses include, but are not limited to, professional
fees and owner compensation.
Park Mall leases retail space to CALO Jewelers, Republic Food (Hungry Hut,
Mr. Pretzel/Star Port) and Sportsworld. These entities are owned by Kivel
family members.
Net rental revenue earned from these entities for the year ended December
31, 1995 is as follows:
<TABLE>
<S> <C>
1995
---------
Calo Jewelers $ 55,100
Hungry Hut 40,800
Mr. Pretzel/Star Port 31,800
Sportsworld 96,752
-------
$224,452
</TABLE> =======
F-11
<PAGE> 15
PARK MALL
A PROJECT OF K-GAM LIMITED PARTNERSHIP,
FORMERLY THE KIVEL REVOCABLE TRUST
NOTES TO STATEMENT OF REVENUES AND CERTAIN EXPENSES
___________
4. Commitments
The Project is committed to several operating leases for office and
maintenance equipment and vehicles. Rent expense for the year ended
December 3, 1995 was $9,334. Approximate future minimum lease payments of
all non-cancelable operating leases for the next five years follows:
<TABLE>
<S> <C>
1996 $15,232
1997 15,500
1998 7,432
1999 762
2000 0
------
$38,926
</TABLE> ======
F-12
<PAGE> 16
GENERAL GROWTH PROPERTIES, INC.
PRO FORMA FINANCIAL STATEMENTS
F-13
<PAGE> 17
GENERAL GROWTH PROPERTIES, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
(UNAUDITED)
This unaudited condensed consolidated statement of operations is presented as
if the follow-on stock offering of 4,500,000 common shares which occurred on
May 23, 1995, the acquisition of 100% of Natick Mall and 38.2% of the common
stock of GGP/Homart, Inc. which occurred December 22, 1995, the sale of 25% and
40% of the 40% interest in CenterMark Properties, Inc. which occurred on
December 19, 1995 and July 1, 1996, respectively, and the acquisition of 100%
of Lakeview Square Mall, Lansing Mall, and Westwood Mall, 100% of Park Mall,
100% of Sooner Mall and 50% of Quail Springs Mall, which occurred in the fourth
quarter of 1996 had all occurred on January 1, 1995. In management's opinion,
all adjustments necessary to reflect these transactions have been included.
Such pro forma statement of operations is based upon the historical information
of General Growth Properties, Inc. and each of the above-mentioned entities.
This unaudited pro forma statement of operations is not necessarily indicative
of what actual results of General Growth Properties, Inc. would have been
assuming such transactions had been completed as of January 1, 1995 nor does it
purport to represent the results of operations for future periods.
F-14
<PAGE> 18
GENERAL GROWTH PROPERTIES, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
(UNAUDITED)
<TABLE>
<CAPTION>
General Growth Lakeview,
Properties, Lansing and Park Other
Inc. (a) Natick(b) Westwood(c) Mall(c) Properties(c) Adjustments Pro Forma
------- --------- ----------- ------- ------------ ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Total Revenues
Expenses: 167,396 28,693 19,498 $7,531 $4,642 $ - $228,030
Property operating 61,505 5,686 4,950 2,413 1,634
Management fees 2,463 972 1,207 - - 76,188
Depreciation and amortization 30,855 - - - - (434) (d) 4,208
------ ------ ------- ------ ------ -------- -------
Total Expenses 94,823 6,658 6,157 2,413 - 9,568 (e) 40,423
Operating Income 72,573 22,305 13,341 5,118 1,634 9,134 120,819
Interest expense, net (46,334) - - - 3,008 (9,134) 107,211
Equity consolidated affiliates: - (7,834) (f) (74,168)
Centermark Properties, Inc. 8,628 - - -
GGP/Homart, Inc. 646 - - - - (605) (g) 8,023
Quail Springs - - - - 927(j) 8,429 (h) 9,075
Interest before minority interest 35,513 22,305 13,341 5,118 - - 927
3,935 (29,144) 51,068
Minority interest in Operating - - - - - (19,202)(j) (19,202)
Partnership $31,866
35,513 22,305 13,341 5,118 3,935 (48,346) $ 1.09
Net Income
</TABLE>
(a) The historical operations reflect the operations for the year
ended December 31, 1995 as reported by General Growth Properties, Inc.
in its 1995 Form 10-K. The non-recurring gain on the sale of a
portion of the investment in CenterMark of $33,397 is not included in the
above information.
(b) The historical Natick reflects pre-acquisition amounts from January 1,
1995 through December 21, 1995 as reported by General Growth Properties,
Inc. in its Form 8-K/A filed March 5, 1996.
(c) Pre-acquisition operations from the consolidated properties.
(d) Adjust management fees to reflect new management arrangements.
(e) Reflects depreciation and amortization of the cost of consolidated
property acquisitions.
(f) Reflects additional interest costs on borrowings incurred in connection
with the acquisitions net of interest costs reduction from the follow-on
stock offering and the proceeds generated from the sale of CenterMark.
(g) Net increase in equity income from CenterMark to reflect reductions in
ownership interest (and resulting reduced share of earnings) from 40% to
14% offset by the change from the equity method of accounting to the cost
method which reflects distributions received as income.
(h) Adjustment to reflect 38.2% of the net income of GGP/Homart.
(i) Reflects 50% of the net income of Quail Springs Mall.
(j) Reflects adjustment for minority interests share of the pro forma net
income.
(k) Pro forma net income per share is based on the pro forma weighted average
common and common equivalent shares outstanding for 1995 of 29,168,488
and excludes the effect of the non-recurring gain referred to in note
(a).
F-15
<PAGE> 19
GENERAL GROWTH PROPERTIES, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
(UNAUDITED)
This unaudited condensed consolidated statement of operations is presented as
if the sale of 16% of CenterMark Properties, Inc. which occurred on July 1,
1996, and the acquisition of 100% of Lakeview Square Mall, Lansing Mall, and
Westwood Mall, 100% of Park Mall, 100% of Sooner Mall and 50% of Quail Springs
Mall, which occurred in the fourth quarter of 1996 had all occurred on January
1, 1996. In management's opinion, all adjustments necessary to reflect these
transactions have been included. Such pro forma statement of operations is
based upon the historical information of General Growth Properties, Inc. and
each of the above-mentioned entities. This unaudited pro forma statement of
operations is not necessarily indicative of what actual results of General
Growth Properties, Inc. would have been assuming such transactions had been
completed as of January 1, 1995 nor does it purport to represent the results of
operations for future periods.
F-16
<PAGE> 20
GENERAL GROWTH PROPERTIES, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
Lakeview,
General Growth Lansing and Other
Properties, Inc.(a) Westwood(b) Park Mall(b) Properties(b) Adjustments Pro Forma
------------------- ----------- ------------ ------------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Total Revenues $ 154,982 $ 14,253 $ 4,980 $ 3,461 $ - $ 177,676
Expenses:
Property operating 52,200 3,835 1,516 1,338 - 58,889
Management fees 1,325 877 - - (481)(c) 1,721
Depreciation and amortization 28,128 - - - 3,529 (d) 31,657
------------------- ----------- ------------ ------------- ----------- ----------
Total Expenses 81,653 4,712 1,516 1,338 3,048 92,267
------------------- ----------- ------------ ------------- ----------- ----------
Operating Income 73,329 9,541 3,464 2,123 (3,048) 85,409
Interest expense, net (50,137) - - - (5,623)(e) (55,760)
Equity in unconsolidated affiliates:
General Growth Management, Inc. 565 - - - - 565
CenterMark Properties, Inc. 6,350 - - - 953 (f) 7,303
GGP/Homart, Inc. 5,765 - - - - 5,765
Quail Springs - - - 593 (g) - 593
------------------- ----------- ------------ ------------- ----------- ----------
Interest before minority interest 35,872 9,541 3,464 2,716 (7,718) 43,875
Minority interest in Operating
Partnership - - - - (16,453)(h) (16,453)
------------------- ----------- ------------ ------------- ----------- ----------
Net Income $ 35,872 $ 9,541 $ 3,464 $ 2,716 $(24,171) $ 27,422
=================== =========== ============ ============== =========== ==========
Pro forma Net Income per share(i) $ 0.93
==========
</TABLE>
Notes (In thousands, except share amounts)
(a) The historical operations reflect the operations for the nine months
ended September 30, 1996 as reported by General Growth Properties, Inc. in
its Form 10-Q adjusted for the reclassification of the management company
operations to the equity method. The non-recurring gain on the sale of a
portion of the investment in CenterMark of $43,820 and the extraordinary
item related to early retirement of debt of $2,291 are not included in the
above information.
(b) Pre-acquisition operations from the consolidated properties.
(c) Adjust management fees to reflect new management arrangements.
(d) Reflects depreciation and amortization of the cost of consolidated
property acquisitions.
(e) Reflects additional interest costs on borrowings incurred in connection
with the acquisitions net of interest costs reduction from proceeds
generated from the sale of CenterMark.
(f) Net increase in equity income from CenterMark to reflect reductions in
ownership interest and resulting reduced share of earnings) from 30% to
14% offset by the change from the equity method of accounting to the cost
method which reflects distributions received as income.
(g) Reflects 50% of the net income of Quail Springs Mall.
(h) Reflects adjustment for minority interests share of the pro forma net
income.
(i) Pro forma net income per share is based on the pro forma weighted average
common and common equivalent shares outstanding for the nine months ended
September 30, 1996 of 29,357,756 and excludes the effect of the
non-recurring gain and extraordinary item referred to in note (a).
F-17
<PAGE> 1
Exhibit 23a
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statements of
General Growth Properties, Inc. on Forms S-3 (File Nos. 33-90556, 333-11067,
333-15907 and 333-17021) and on Forms S-8 (File Nos. 33-79372, 333-07241 and
333-11237) of our report dated January 10, 1997 on our audit of the Combined
Statement of Revenues and Certain Expenses of the Lansing Mall, the Westwood
Mall and Lakeview Square Mall for the year ended December 31, 1995 which report
is included in this Form 8-K/A of General Growth Properties, Inc. dated
February 18, 1997.
COOPERS & LYBRAND L.L.P.
Detroit, Michigan
February 18, 1997
<PAGE> 1
Exhibit 23b
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statements of
General Growth Properties, Inc. on Forms S-3 (File Nos. 33-90556, 333-11067,
333-15907 and 333-17021) and on Forms S-8 (File Nos. 33-79372, 333-07241 and
333-11237) of our report dated July 19, 1996 on our audit of the Statement of
Revenues and Certain Expenses of Park Mall for the year ended December 31, 1995
which report is included in this Form 8-K/A of General Growth Properties, Inc.
dated February 18, 1997.
ADDISON, ROBERTS & LUDWIG, P.C.
Tucson, Arizona
February 18, 1997
