<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 5, 1997
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
GENERAL GROWTH PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 42-1283895
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 WEST MONROE STREET -- SUITE 3100
CHICAGO, ILLINOIS 60603
(312) 551-5000
(Address, including zip code and telephone number, including area code, of
registrant's principal executive offices)
MR. MATTHEW BUCKSBAUM
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
GENERAL GROWTH PROPERTIES, INC.
55 WEST MONROE STREET -- SUITE 3100
CHICAGO, ILLINOIS 60603
(312) 551-5000
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
-------------------
with copies to:
MARSHALL E. EISENBERG, ESQ.
NEAL, GERBER & EISENBERG
TWO NORTH LASALLE STREET
CHICAGO, ILLINOIS 60602
(312) 269-8000
-------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the Registration Statement becomes effective.
-------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box: [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462 (b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering: [X]
33-90556
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE REGISTRATION FEE
------------------------------ ------------------------- ----------------
<S> <C> <C>
Common Stock, par value $.10 per
share $4,844,409 $1,468
</TABLE>
(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(o) under the Securities Act.
<PAGE> 2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, by General Growth Properties, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission"). This
Registration Statement hereby incorporates by reference the contents of the
Registration Statement on Form S-3 (File No. 33-90556) filed on March 23, 1995
relating to the offer and sale from time to time of certain of the Company's
securities for an aggregate initial offering price not to exceed $250,000,000.
CERTIFICATION
The Company hereby certifies to the Commission that it has instructed its
bank to wire, to the lockbox of the Commission at Mellon Bank, the registration
fee for the $4,844,409 of additional aggregate offering price being registered
hereby as soon as practicable (but in any event no later than the close of
business on August 6, 1997); that it will not revoke such instructions and that
it has sufficient funds in the relevant bank account to cover the amount of the
filing fee.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on August 5, 1997.
GENERAL GROWTH PROPERTIES, INC.
(Registrant)
By: /S/ MATTHEW BUCKSBAUM
---------------------
Matthew Bucksbaum
Chairman of the Board and
Chief Executive Officer
We, the undersigned officers and directors of General Growth
Properties, Inc., hereby severally constitute Matthew Bucksbaum, Robert Michaels
and Bernard Freibaum, and each of them singly, our true and lawful attorneys
with full power to them, and each of them singly, to sign for us and in our
names in the capacities indicated below, any and all amendments, including
post-effective amendments, to this registration statement, and generally to do
all such things in our name and behalf in such capacities to enable General
Growth Properties, Inc. to comply with the applicable provisions of the
Securities Act of 1933 and all requirements of the Securities and Exchange
Commission, and we hereby ratify and confirm our signatures as they may be
signed by our said attorneys, or any of them, to any and all such amendments.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below on August 5, 1997, by the following
persons in the capacities indicated:
Signature Title
- ------------- ---------
/S/ MATTHEW BUCKSBAUM Chairman of the Board, Chief Executive Officer
- --------------------- and Director (Principal Executive Officer)
Matthew Bucksbaum
/S/ ROBERT MICHAELS President and Director
- ---------------------
Robert Michaels
/S/ JOHN BUCKSBAUM Executive Vice President and Director
- ---------------------
John Bucksbaum
/S/ BERNARD FREIBAUM Executive Vice President and Chief Financial Officer
- --------------------- (Principal Financial and Accounting Officer)
Bernard Freibaum
/S/ ANTHONY DOWNS Director
- -----------------
Anthony Downs
/S/ MORRIS MARK Director
- -----------------
Morris Mark
/S/ BETH STEWART Director
- -----------------
Beth Stewart
/S/ A. LORNE WEIL Director
- -----------------
A. Lorne Weil
<PAGE> 4
EXHIBIT INDEX
EXHIBIT PAGE
NO. DESCRIPTION NUMBER
------- ------------------------------------------------------------- ------
5.1 Opinion of Neal, Gerber & Eisenberg, counsel for the Company.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Addison, Roberts & Ludwig, P.C.
23.3 Consent of Neal, Gerber & Eisenberg (included in Exhibit 5.1).
24.1 Powers of Attorney of certain officers and directors of the Company
(included on signature page).
<PAGE> 1
EXHIBIT 5.1
August 5, 1997
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Re: General Growth Properties, Inc.
Registration Statement on Form S-3
Filed Pursuant to Rule 462(b)
Ladies and 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 pursuant to Rule 462(b)
promulgated under the Securities Act of 1933, as amended, of the Company's
Registration Statement on Form S-3 (the "Registration Statement") relating to
the offer and sale from time to time of shares of the Company's common stock,
$.10 par value (the "Common Stock"), for an aggregate offering price not to
exceed $4,844,409.
As such counsel, we have examined the Registration Statement, and such
other papers, documents and certificates of public officials and certificates of
officers of the Company as we have deemed necessary and appropriate as the basis
for the opinions hereinafter expressed. In such examinations, we have assumed
the genuineness of all signatures, the legal capacity of natural persons, 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. As to any facts material to this opinion, we have relied upon
statements and representations of the Company, its officers and its other
representatives, and public officials.
Based upon the foregoing, and subject to the limitations, qualifications,
exceptions, and assumptions set forth herein, we are of the opinion that the
Common Stock covered by the Registration Statement, when delivered in
accordance with the terms described in the Registration Statement, will be
legally issued, fully paid and nonassessable.
<PAGE> 2
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement.
Please be advised that Marshall E. Eisenberg, a partner of our firm, is the
Secretary of the Company. In addition, certain partners of our firm, attorneys
associated with our firm and members of their respective families own shares of
Common Stock.
Very truly yours,
/s/ Neal, Gerber & Eisenberg
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-3 of General Growth Properties, Inc. of our reports dated February 11,
1997, on our audits of the consolidated financial statements and financial
statement schedule of General Growth Properties, Inc. as of December 31, 1996
and 1995, and for the three years in the period ended December 31, 1996, and 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 the
Lakeview Mall for the year ended December 31, 1995 which report is included in
Form 8-K/A of General Growth Properties, Inc. dated February 18, 1997.
/s/ COOPERS & LYBRAND L.L.P.
Chicago, Illinois
August 5, 1997
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement of
General Growth Properties, Inc. on Form S-3 of our report dated 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 the Current Report on
Form 8-K/A of General Growth Properties, Inc. dated February 18, 1997. We also
consent to all references to our firm included in or made a part of this
Registration Statement.
/s/ ADDISON, ROBERTS & LUDWIG, P.C.
Tucson, Arizona
August 5, 1997
