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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 7, 1997
REGISTRATION NO. 333 -
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
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with copies to:
Marshall E. Eisenberg, Esq.
Neal, Gerber & Eisenberg
Two North LaSalle Street
Chicago, Illinois 60602
(312) 269-8000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED
SALE TO THE PUBLIC: From time to time after the
Registration Statement becomes effective.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE(1) REGISTRATION FEE
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<S> <C> <C>
Common Stock, par value $.10 per share.................. $21,735,210 $6,587
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
and based upon the average of the high and low prices of the Common
Stock as reported on the New York Stock Exchange on October 3, 1997.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED OCTOBER 7, 1997
PROSPECTUS
577,680 SHARES
GENERAL GROWTH PROPERTIES, INC.
COMMON STOCK
(PAR VALUE $.10 PER SHARE)
This Prospectus relates to 577,680 shares (the "Shares") of Common
Stock, par value $.10 per share (the "Common Stock"), of General Growth
Properties, Inc. (the "Company"). The Shares will be offered for sale or
otherwise transferred from time to time by the stockholder named herein (the
"Selling Stockholder") in transactions (which may include block transactions) on
the New York Stock Exchange or in the over-the-counter market, in negotiated
transactions or otherwise, at fixed prices, which may be changed, at market
prices prevailing at the time of sale, at negotiated prices, or without
consideration, or by any other legally available means. The Selling Stockholder
may offer the Shares to third parties (including purchasers) directly or by or
through brokers, dealers, agents or underwriters who may receive compensation in
the form of discounts, concessions or commissions or otherwise. The Selling
Stockholder and any brokers, dealers, agents or underwriters that participate in
the distribution of the Shares may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"), in
which event any discounts, concessions and commissions received by any such
brokers, dealers, agents or underwriters and any profit on resale of the Shares
purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. The aggregate net proceeds to the Selling Stockholder
from the sale of the Shares will be the purchase price of such Shares less any
commissions. The Company will not receive any proceeds from the sale of Shares
by the Selling Stockholder. The Company will pay all expenses incurred in
connection with this offering, other than underwriting discounts and selling
commissions. See "Plan of Distribution."
The Shares initially were sold by the Company to Smith Barney Inc.
which thereafter deposited them with the Trustee of the Equity Focus Trusts -
REIT Portfolio Series, 1997 (the "Trust"), a registered unit investment trust
under the Investment Company Act of 1940, to which Smith Barney Inc. acts as
sponsor and depositor, in exchange for units.
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 October 3, 1997 was $37-7/8 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 October , 1997.
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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
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 of Common Stock 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, 1996 (the "Company 10-K");
2. Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997;
3. Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997;
4. Current Report on Form 8-K dated January 16, 1997,
as amended by Form 8-K/A dated February 18, 1997;
5. Current Report on Form 8-K dated July 2, 1997 as
amended by Form 8-K/A dated August 28, 1997;
6. Current Report on Form 8-K dated August 18, 1997;
7. The portions of the Company's Proxy Statement for
its 1997 Annual Meeting of Stockholders that have been incorporated by
reference into the Company 10-K; and
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8. The description of the Company's Common Stock which is
contained in the Registration Statement on Form 8-A filed by the
Company with the Commission on January 12, 1993, pursuant to Section
12(b) of the Exchange Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act from the date of this Prospectus and prior to
the termination of the offering made by this Prospectus shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents. Any statement contained herein or in any document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for the purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed to constitute a part of this Prospectus, except as so modified or
superseded. The Company will provide without charge to each person, including
any beneficial owner, to whom a copy of this Prospectus is delivered, upon
written or oral request of such person, a copy of any or all of the information
that has been incorporated by reference in this Prospectus (excluding exhibits
to such information which are not specifically incorporated by reference into
such information). Requests for such information should be directed to General
Growth Properties, Inc., 55 West Monroe Street -- Suite 3100, Chicago, Illinois
60603, Attention: Director of Investor Relations, Telephone (312) 551-5000.
THE COMPANY
The Company is a self-managed real estate investment trust which,
through its general partnership interest in GGP Limited Partnership, a Delaware
limited partnership (the "Operating Partnership"), and its interest in
GGP/Homart, Inc. ("GGP/Homart"), owns, operates, acquires, develops and manages
enclosed mall shopping centers located throughout the United States. The Company
and the Operating Partnership together own, directly or indirectly, 100% of 34
enclosed mall shopping centers, a 50% interest in two other enclosed mall
shopping centers and one property under development containing an aggregate of
approximately $26.7 million square feet of gross retail space, including anchor
stores, freestanding stores and mall tenant areas ("GLA"). In addition, the
Company, through the Operating Partnership's ownership of stock in GGP/Homart,
owns a 38.2% interest in substantially all of the regional mall assets formerly
owned by a subsidiary of Sears, Roebuck & Co. GGP/Homart currently owns
interests in 25 shopping centers and one property under development containing
an aggregate of approximately 2.3 million square feet of GLA. The Company has
qualified as a real estate investment trust (a "REIT") for federal income tax
purposes..
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.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of Shares by
the Selling Stockholders.
SELLING STOCKHOLDER
The following table sets forth (i) the name of the Selling Stockholder,
(ii) the number of shares of Common Stock currently beneficially owned by the
Selling Stockholder and (iii) the number of such shares of Common Stock which
will be beneficially owned by the Selling Stockholder after the offering,
assuming the sale of all the Shares set forth in (ii) above:
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<TABLE>
<CAPTION>
Beneficial Shares Beneficial
Ownership to Be Ownership
Selling Stockholder Prior to Offering Offered (1) After Offering (1)
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<S> <C> <C> <C>
The Equity Focus Trusts -
REIT Portfolio Series, 1997 577,680 577,680 --
</TABLE>
(1) The exact number of Shares to be sold by the Selling Stockholder at any time
or from time to time cannot currently be determined.
See the cover page of this Prospectus for information regarding the
relationship between the Company and the Selling Stockholder.
FEDERAL INCOME TAX CONSIDERATIONS
The provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), pertaining to REITs are highly technical and complex. The following is
a summary of the material provisions which currently govern the federal income
tax treatment of the Company and its stockholders. For the particular provisions
which govern the federal income tax treatment of the Company and its
stockholders, reference is made to Sections 856 through 860 of the Code and the
United States Treasury Regulations ("Treasury Regulations") promulgated
thereunder. The following summary is qualified in its entirety by such
reference. This discussion does not address foreign, state or local taxation
considerations or issues that arise as a result of the Purchaser's or the
Trust's special circumstances or special status under the Code.
Prospective investors are urged to consult their own tax advisors with
respect to the tax consequences arising under federal law and the laws of any
state, municipality or other taxing jurisdiction.
In the opinion of Neal, Gerber & Eisenberg, tax counsel to the Company,
commencing with its taxable year ended December 31, 1993, the Company has been
organized and operated in a manner that has enabled it to qualify as a REIT
under Sections 856 through 860 of the Code, and its proposed method of operation
will enable it to continue to so qualify. No assurance can be given, however,
that the Company has so qualified or will continue to so qualify. The Company's
ability to qualify as a REIT under the requirements of the Code and the Treasury
Regulations promulgated thereunder is dependent upon actual operating results.
To qualify as a REIT under the Code for a taxable year, the Company
must meet certain organizational and operational requirements, which generally
require it to be a passive investor in operating real estate and to avoid
excessive concentration of ownership of its stock. First, its principal
activities must be real estate related. Generally, at least 75% of the value of
the total assets of the Company at the end of each calendar quarter must consist
of real estate assets, cash or governmental securities. The Company may not own
more than 10% of the outstanding voting securities of any corporation and the
value of any one issuer's security may not exceed 5% of the Company's gross
assets; shares of qualified REITs and of certain wholly owned subsidiaries are
exempt from this prohibition. The Company holds all of the outstanding preferred
stock of General Growth Management, Inc. ("GGMI"), currently representing a 100%
economic interest therein. In the opinion of tax counsel, based on certain
factual representations, the Company's ownership in GGMI will not cause it to
violate the 5% value or 10% voting stock test. Additionally, gross income from
the sale or other disposition of stock and securities held for less than one
year, the sale or other disposition of real property held for less than four
years and from certain other sources must constitute less than 30% of the gross
income for each taxable year of a REIT.
The Taxpayer Relief Act of 1997, enacted August 5, 1997 (the "Taxpayer
Relief Act") repeals the 30% gross income for taxable years after its
enactment. Thus, the 30% gross income requirement will no longer apply after
the Company's taxable year ending December 31, 1997. For each taxable year, at
least 75% of a REIT's gross income must be derived from specified real estate
sources and 95% must be derived from such real estate sources plus certain
other permitted sources. Real estate income for purposes of these
requirements includes gains from the sale of real property not held primarily
for sale to customers in the ordinary course of business, dividends on REIT
shares, interest on loans secured by mortgages
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on real property, certain rents from real property and income from foreclosure
property. For rents to qualify, they may not be based on the income or profits
of any person, except that they may be based on a percentage or percentages of
gross income or receipts. In addition, the REIT may not manage the property or
furnish services to tenants except through an independent contractor which is
paid an arms'-length fee and from which the REIT derives no income. The
independent contractor requirement, however, does not apply to the extent the
services provided by the REIT are "usually or customarily rendered" in
connection with the rental of space for occupancy only and are not otherwise
rendered to the occupant. The Taxpayer Relief Act provides a de minimis rule
for non-customary services for taxable years beginning after August 5, 1997.
If the value of the non-customary service income with respect to a property
(valued at no less than 150% of the Company's direct costs of performing such
services) is 1% or less of the total income derived from the property, then all
rental income except the non-customary service income will qualify as "rents
from real property." This provision will be effective for the Company's
taxable year ending December 31, 1998.
For the Company to remain qualified as a REIT, no more than 50% in
value of the outstanding capital stock including, in some circumstances, stock
into which outstanding securities might be converted, may be owned actually or
constructively by five or fewer individuals (as defined in the Code to include
certain entities) at any time during the last half of the Company's taxable
year. Accordingly, the Certificate of Incorporation of the Company, as amended,
contains provisions restricting the acquisition of shares of Capital Stock. See
"Description of Common Stock -- Restrictions on Transfer".
So long as the Company qualifies for taxation as a REIT and distributes
at least 95% of the sum of (a) its REIT taxable income (as computed without
regard to net capital gains or the dividends-paid deduction) and (b) its net
income (after tax) from foreclosure property for its taxable year to its
stockholders annually, the Company itself will not be subject to Federal income
tax on that portion of such income distributed to stockholders. The Company will
be taxed at regular corporate rates on all income not distributed to
stockholders. The Company's policy is to distribute at least 95% of the sum of
its REIT taxable income and net income from foreclosure property. REITs may also
incur taxes for certain other activities or to the extent distributions do not
satisfy certain other requirements.
In the case of a REIT which is a partner in a partnership, such as the
Company, Treasury Regulations provide that the REIT will be deemed to own its
proportionate share of the assets of the partnership and will be deemed to earn
the income of the partnership attributable to such share. In addition, for
purposes of satisfying the asset and income tests described above, the character
of the gross income and assets in the hands of the partnership remains the same
when allocated to the REIT. Accordingly, the Company's proportionate share of
the assets, liabilities and items of income of the Operating Partnership will be
treated as assets, liabilities, and items of income of the Company for purposes
of qualifying as a REIT.
Failure of the Company to qualify during any taxable year as a REIT
could, unless certain relief provisions were available, have a material
adverse effect upon investors. If disqualified for taxation as a REIT for a
taxable year, the Company would also be disqualified for taxation as a REIT for
the next four taxable years, unless the failure was due to reasonable cause
rather than willful neglect and certain other conditions are met. The
Company would be subject to Federal income tax at corporate rates on all of
its taxable income and would not be able to deduct the dividends paid, which
could result in a discontinuation of or substantial reduction in dividends
to stockholders. Dividends would also be subject to the regular tax rules
applicable to dividends received by stockholders of corporations. Should the
failure to qualify be determined to have occurred retroactively in an earlier
tax year of the Company, the imposition of a substantial Federal income tax
liability on the Company attributable to such nonqualifying tax years may
adversely affect the Company's ability to pay dividends. In the event that the
Company fails to meet the 75% or 95% income tests discussed above, it may,
generally, nonetheless retain its qualification as a REIT if it pays a 100%
tax on the amount by which it failed to meet the income tests so long as its
failure was due to reasonable cause and not willful neglect. Any such taxes
would adversely affect the Company's ability to pay dividends.
As long as the Company qualifies as a REIT, distributions made to its
taxable domestic stockholders out of current or accumulated earnings and profits
(and not designated as capital gain dividends) will be taxable to such
stockholders as ordinary income. Corporate stockholders will not be entitled to
the dividends-received deduction with respect to distributions by the Company.
Distributions that are designated as capital gain dividends will be taxable to
stockholders as gains from the sale of capital assets held for more than one
year (to the extent they do not exceed the Company's actual net capital
gain for the taxable year) without regard to the period for which the
stockholder
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has held its stock. However, corporate stockholders may be required to treat
up to 20% of certain capital gain dividends as ordinary income. The Taxpayer
Relief Act provides that, beginning with the Company's taxable year ending
December 31, 1998, if the Company elects to retain and pay income tax on any
net long-term capital gain, stockholders of the Company would include in their
income as long-term capital gain their proportionate share of such net
long-term capital gain. Stockholders would also receive a refundable tax
credit for their proportionate share of the tax paid by the Company on such
retained capital gains and increase their basis in the stock of the Company in
an amount equal to the difference between the undistributed long-term capital
gains and the amount of the tax paid by the Company. Distributions by the
Company in excess of its current and accumulated earnings and profits will
not be taxable to a stockholder to the extent that such distributions do
not exceed the adjusted basis of the stockholder's shares, but rather, will
be a nontaxable reduction in a stockholder's adjusted basis in such shares
to the extent thereof and thereafter will be taxed as capital gain. The rules
regarding capital gains of stockholders in a REIT are highly complex and
subject to change as a result of technical corrections to the Taxpayer
Relief Act. Accordingly, each prospective investor is urged to consult with
his tax advisor regarding the impact of the capital gain provisions of the
Taxpayer Relief Act on such prospective investor.
Stockholders may not include in their individual income tax returns any
net operating losses or capital losses of the Company. Instead, such losses
would be carried over by the Company for potential offset against its
future income (subject to certain limitations). Taxable distributions from the
Company and gain from the disposition of the capital stock will not be
treated as passive activity income and, therefore, stockholders generally
will not be able to apply any "passive activity losses" (such as losses from
certain types of limited partnerships in which the stockholder is a limited
partner) against such income. In addition, taxable distributions from the
Company generally will be treated as investment income for purposes of
the investment interest limitations; gain arising from the sale or other
disposition of capital stock however will not be treated as investment income
unless the stockholder elects to have the gain taxed at ordinary income
rates. The Company will notify the stockholders after the close of the
Company's taxable year as to the portions of the distributions attributable
to that year that constitute ordinary income, return of capital, and capital
gain. In general, gain or loss recognized on a taxable disposition of capital
stock by a stockholder who is an individual and who is not a dealer in
securities will be treated as "mid-term" capital gain if the stock has been
held for more than one year but not more than 18 months and "long-term" capital
gain if the stock has been held for more than 18 months. Under current law,
the maximum rate of federal tax on mid-term capital gains is 28% and the
maximum rate of federal tax on long-term capital gains is 20%. Gain recognized
by the Company with respect to property sold before July 29, 1997, will be
taxable to an individual at a maximum federal rate of 28%, if such property has
been held for more than one year. Any loss upon a sale or exchange of
capital stock by a stockholder who has held such stock for six months of
or less (after applying certain holding period rules) will be treated as
a long-term capital loss to the extent of distributions from the Company
required to be treated by such stockholder as long-term capital gain.
All or a portion of any loss realized upon a taxable disposition of the
capital stock may be disallowed if other shares of the capital
stock are purchased within 30 days before or after the disposition.
The Company will report to its domestic stockholders and to the
Internal Revenue Service (the "IRS") the amount of dividends paid during each
calendar year, and the amount of tax withheld, if any. Under the backup
withholding rules, a stockholder may be subject to backup withholding at the
rate of 31% with respect to dividends paid unless such holder: (a) is a
corporation or comes within certain other exempt categories and when required
demonstrates this fact, or (b) provides a taxpayer identification number,
certifies as to no loss of exemption from backup withholding, and otherwise
complies with applicable requirements of the backup withholding rules. A
stockholder that does not provide the Company with a correct taxpayer
identification number may also be subject to penalties imposed by the IRS. Any
amount paid as backup withholding will be creditable against the stockholder's
income tax liability. In addition, the Company may be required to withhold a
portion of capital gain distributions to any stockholders that fail to certify
their non-foreign status to the Company.
PLAN OF DISTRIBUTION
The Company has been advised by the Selling Stockholder that it may
sell or transfer all or a portion of the Shares offered hereby from time to time
to third parties (including purchasers) directly or by or through brokers,
dealers, agents or underwriters, who may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling Stockholder
and/or from purchasers of the Shares for whom they may act as agent. Such sales
and transfers of the Shares may be effected from time to time in one or more
transactions on the New York Stock Exchange, in the over-the-counter market, in
negotiated transactions or otherwise, at a fixed price or prices, which may be
changed, at market prices prevailing at the time of sale, at negotiated prices,
or without consideration, or by any other legally available means. Any or all of
the Shares may be sold or transferred from time to time by means of (a) a block
trade in which the broker or dealer so engaged will attempt to sell the Shares
as agent but may position and resell a portion of the block as principal to
facilitate the transaction; (b) purchases by a broker or dealer as principal and
resale by such broker or dealer for its account
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<PAGE> 8
pursuant to this Prospectus; (c) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; (d) through the writing of
options on the Shares; (e) pledges as collateral to secure loans, credit or
other financing arrangements and any subsequent foreclosure, if any, thereunder;
(f) gifts, donations and contributions; and (g) any other legally available
means. To the extent required, the number of Shares to be sold or transferred,
the purchase price, the name of any such agent, broker, dealer or underwriter
and any applicable discounts or commissions and any other required information
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. This Prospectus also may be used, with the Company's prior written
consent, by donees and pledgees of the Selling Stockholder.
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 Stockholders
will sell any or all of the Shares. The Selling Stockholders may transfer,
devise or gift 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 Smith Barney Inc. and the Selling
Stockholder against certain liabilities, including liabilities under the
Securities Act.
LEGAL MATTERS
The validity of the Shares 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, 1996 and 1995 and for the three years in the period ended December
31, 1996 have been incorporated by reference herein from the Company's Annual
Report on Form 10-K for the year ended December 31, 1996, and 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 has been
incorporated by reference herein from the Company's Current Report on Form
-7-
<PAGE> 9
8-K/A, as amended, dated February 18, 1997 in reliance upon the reports of
Coopers & Lybrand L.L.P., independent accountants, and upon the authority of
that firm as experts in accounting and auditing.
The statement of revenues and certain expenses of Park Mall for the
year ended December 31, 1995 has been incorporated by reference herein from the
Company's Current Report on Form 8-K/A, as amended, dated February 18, 1997 in
reliance upon the report of Addison, Roberts & Ludwig, P.C., independent
auditors, and upon the authority of that firm as experts in accounting and
auditing.
The statement of revenues and certain expenses of Market Place Shopping
Center for the year ended December 31, 1996 has been incorporated by reference
herein from the Company's Current Report on Form 8- K/A dated August 28, 1997 in
reliance upon the report of Shepard Schwartz & Harris LLP, independent
accountants, and upon the authority of that firm as experts in accounting and
auditing.
The statement of revenues and certain expenses of Southlake Mall for
the year ended December 31, 1996 has been incorporated by reference herein from
the Company's Current Report on Form 8-K/A dated August 28, 1997 in reliance
upon the report of KPMG Peat Marwick LLP, independent accountants, and upon the
authority of that firm as experts in accounting and auditing.
-8-
<PAGE> 10
===========================================================================
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY, THE SELLING STOCKHOLDER OR ANY BROKER, DEALER OR AGENT. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO
ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
------------------------
TABLE OF CONTENTS
PAGE
----
Available Information.......................................... 2
Incorporation of Certain Documents
by Reference................................................. 2
The Company.................................................... 3
Use of Proceeds................................................ 3
Selling Stockholder............................................ 3
Federal Income Tax Considerations.............................. 4
Plan of Distribution........................................... 6
Legal Matters.................................................. 7
Experts........................................................ 7
===========================================================================
577,680 SHARES
GENERAL GROWTH
PROPERTIES, INC.
COMMON STOCK
-----------------
PROSPECTUS
-----------------
October __, 1997
===========================================================================
<PAGE> 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses in connection with
the sale and distribution of securities being registered, other than
discounts,5concessionseand brokerage commissions.
SEC registration fee................................................. $6,587
Blue sky fees and expenses........................................... 250*
Legal fees and expenses.............................................. 7,500*
Accounting fees and expenses......................................... 2,500*
Miscellaneous (including NYSE listing fees).......................... 1,163
------
Total.......................................................... $18,000*
- ----------------
* Estimated
The Company will bear all of the foregoing expenses.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is a Delaware corporation. In its Certificate of
Incorporation, the Company has adopted (a) the provisions of Section 102(b)(7)
of the DelawareSGeneral Corporation Law ("DGCL"), which enables a corporation in
its certificate of incorporation or an amendment thereto to eliminate or limit
the personal liability of a director for monetary damages for breach of the
director's fiduciary duty, except (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the DGCL (providing for liability of
directors for unlawful payment of dividends or unlawful stock purchases or
redemptions) or (iv) for any transaction from which a director derived an
improper personal benefit and (b) the provisions of Section 145 of the DGCL,
which provide that a corporation may indemnify any persons, including officers
and directors, who are, or are threatened to be made, parties to any threatened,
pending or completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation), by reason of the fact that such person was an officer, director,
employee or agent of the corporation, or is or was serving at the
requestSoftsuchrcorporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided such officer, director, employee or agent acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
corporation's best interest and, with respect to criminal proceedings, had no
reasonable cause to believe that his conduct was unlawful. A Delaware
corporation may indemnify officers or directors in an action by or in the right
of the corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation. Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against expenses (including attorneys' fees) that
such officer or director actually and reasonably incurred.
The Company has entered into indemnification agreements with each of
its officers and directors. The indemnification agreements, among other things,
require the indemnification of the Company's officers and directors to the
fullest extent permitted by law, and require that the Company advance to the
officers and directors all related expenses, subject to reimbursement if it is
subsequently determined that indemnification is not
II-1
<PAGE> 12
permitted. Such indemnification agreements also provide for the indemnification
and advance of all expenses incurred by officers and directors seeking to
enforce their rights under the indemnification agreements, and require the
Company to cover officers and directors under the Company's directors' and
officers' liability insurance. Although the indemnification agreements offer
substantially the same scope of coverage afforded by provisions in the
Certificate and the Bylaws, such agreements provide greater assurance to
directors and officers that indemnification will be available, because, as a
contract, it cannot be modified unilaterally in the future by the Board of
Directors or by the stockholders to eliminate the rights they provide.
ITEM 16. EXHIBITS.
3.1 Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to the Company's
Registration Statement on Form S-11 (No. 33-56640)).
3.2 Amendment to Amended and Restated Certificate of Incorporation
of the Company (incorporated by reference to Exhibit 3(b) to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1995).
3.3 Bylaws of the Company (incorporated by reference to the
Company's Registration Statement on Form S-11 (No. 33-56640)).
4.1 Specimen certificate representing Common Stock (incorporated
by reference to the Company's Registration Statement on Form
S-11 (File No. 33-56640), filed on April 6, 1993).
5.1 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 Shepard Schwartz & Harris LLP
23.4 Consent of KPMG Peat Marwick LLP
23.5 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).
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration State-
ment (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a funda-
mental change in the information set forth in the Regi-
stration Statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such inform-
ation in the Registration Statement.
provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed
II-2
<PAGE> 13
by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
insurance payments and the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of whether such indemnification by
it is against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
(d) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act, the information omitted from the form of prospectus
filed as part of this Registration Statement in reliance upon 430A and
contained in a form of prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of this Registration Statement as of the time it was
declared effective.
(2) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new Registration Statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
II-3
<PAGE> 14
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 September 30, 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 to sign a new
registration statement pursuant to Rule 462(b) of the Securities Act of 1933,
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 September 30, 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
Bernard Freibaum Officer)
II-4
<PAGE> 15
/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
II-5
<PAGE> 16
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NO. DESCRIPTION NUMBER
- ------- ------------ -------
<S> <C> <C>
3.1 Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to the Company's
Registration Statement on Form S-11 (No. 33-56640)).
3.2 Amendment to Amended and Restated Certificate of Incorporation
of the Company (incorporated by reference to Exhibit 3(b) to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1995).
3.3 Bylaws of the Company (incorporated by reference to the
Company's Registration Statement on Form S-11 (No. 33-56640)).
4.1 Specimen certificate representing Common Stock (incorporated
by reference to the Company's Registration Statement on Form
S-11 (File No. 33-56640), filed on April 6, 1993).
5.1 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 Shepard Schwartz & Harris LLP
23.4 Consent of KPMG Peat Marwick LLP
23.5 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).
</TABLE>
II-6
<PAGE> 1
EXHIBIT 5.1
October 7, 1997
General Growth Properties, Inc.
55 West Monroe Street, Suite 3100
Chicago, Illinois 60603
Re: Registration Statement on Form S-3
Gentlemen:
We have acted as counsel to General Growth Properties, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, of 577,680 shares of its common stock, par
value $.10 per share (the "Shares"), which may be sold from time to time by the
selling stockholder identified in the Registration Statement on Form S-3 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission on or about October 7, 1997.
As such counsel, we have examined such documents and certificates of
officers of the Company as we deemed relevant and necessary as the basis for the
opinion hereafter expressed. In such examinations, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals and the conformity to original documents of all documents
submitted to us as conformed or photostatic copies.
Based upon the foregoing, we are of the opinion that the Shares which
are the subject of the Registration Statement have been duly and validly issued
and are fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the heading "Legal
Matters" in the Prospectus comprising a part of the Registration Statement.
Please be advised that Marshall E. Eisenberg, a partner in our firm, is
the Secretary of the Company and that certain partners of, and attorneys
associated with, our firm and members of their families, own shares of the
Company's Common Stock. No knowledge is to be imputed to this firm by virtue of
Mr. Eisenberg's position as Secretary of the Company.
Very truly yours,
/s/ NEAL, GERBER & EISENBERG
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
General Growth Properties, Inc. on Form S-3 of our 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 included
in Annual Report on Form 10-K for the fiscal year 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, as amended, of General Growth Properties, Inc. dated February 18,
1997. We also consent to the reference to our firm under the caption "Experts".
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
October 6, 1997
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITOR
We consent to the incorporation by reference in the 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 dated February 18, 1997. We also consent to all references to our
firm included in or made a part of this Registration Statement.
Addison, Roberts & Ludwig, P.C.
Tucson, Arizona
October 7, 1997
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITOR
We consent to the incorporation by reference in the Registration Statement of
General Growth Properties, Inc. on Form S-3 of our report dated February 19,
1997 on our audit of the Statement of Revenues and Certain Expenses of Market
Place Shopping Center for the year ended December 31, 1996, which report is
included in the Current Report on Form 8-K/A dated August 28, 1997. We also
consent to all references to our firm included in or made a part of this
Registration Statement.
SHEPARD, SCHWARTZ & HARRIS LLP
Chicago, Illinois
October 6, 1997
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITOR
To Board of Directors
General Growth Properties, Inc.:
We consent to the incorporation by reference in the Registration Statement,
related to the registration of 577,680 shares of Common Stock, on Form S-3 of
General Growth Properties of our report dated March 12, 1997, with respect to
the Statement of Revenues and Certain Expenses of Southlake Mall for the year
ended December 31, 1996, which report appears in the Current Report on Form
8-K/A of General Growth Properties, Inc. dated August 28, 1997. We also consent
to the reference to our firm under the caption "Experts."
KPMG Peat Marwick LLP
Atlanta, Georgia
October 6, 1997
