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PROSPECTUS
772,936 SHARES
GENERAL GROWTH PROPERTIES, INC.
COMMON STOCK
(PAR VALUE $.10 PER SHARE)
This Prospectus relates to 772,936 shares (the "Shares") of Common Stock,
par value $.10 per share (the "Common Stock"), of General Growth Properties,
Inc. (the "Company"). The Shares may be acquired from time to time by one or
more of the stockholders described herein (the "Selling Stockholders") in
connection with the redemption of limited partnership units (the "Units") in
GGP Limited Partnership (the "Operating Partnership"), of which the Company is
the sole general partner, and thereafter offered for sale or otherwise
transferred 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
Stockholders 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 Stockholders 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 Stockholders 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 Stockholders. The
Company will pay all expenses incurred in connection with this offering, other
than underwriting discounts and selling commissions. See "Plan of
Distribution."
The Units were issued in connection with the July 1995 transaction in
which four partnerships which owned the real and personal property comprising
the Piedmont Mall in Danville, Virginia (the "Contributing Partnerships")
contributed such property to the Operating Partnership in exchange for Units,
cash and the Operating Partnership's assumption of certain liabilities. The
Units were subsequently distributed by the Contributing Partnerships to their
respective partners, including the Selling Stockholders.
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 July 9, 1997 was $33 1/8 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 July 10, 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. Current Report on Form 8-K dated January 16, 1997;
4. Current Report on Form 8-K/A dated February 18, 1997;
5. 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
6. 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.
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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 the Operating Partnership and its interest
in GGP/Homart, Inc. ("GGP/Homart"), owns, operates, acquires and develops
enclosed mall shopping centers located throughout the United States. The
Company and the Operating Partnership together own, directly or indirectly,
100% of 33 enclosed mall shopping centers and a 50% interest in two other
enclosed mall shopping centers. On December 22, 1995, the Company, through the
Operating Partnership's ownership of stock in GGP/Homart acquired a 38.2%
interest in substantially all of the regional mall assets and liabilities that
were owned by Homart Development Co., an indirect wholly-owned subsidiary of
Sears, Roebuck & Co. GGP/Homart currently owns interests in 26 shopping
centers and one property under development.
In order to maintain its qualification as a real estate investment trust
(a "REIT") for federal income tax purposes, the Company is required to
distribute at least 95% of its taxable income each year.
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 STOCKHOLDERS
The following table sets forth (i) the name of each Selling Stockholder,
(ii) the number of shares of Common Stock to be beneficially owned by each
Selling Stockholder assuming the redemption of all Units owned by such Selling
Stockholder in exchange for Shares and (iii) the number of shares of Common
Stock which will be beneficially owned by each 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 After Offering
------------------- ----------------- ------- --------------
<S> <C> <C> <C>
Edward S. Brown 38,098 38,098 --
Edward S. Brown and Susan 40,846 40,846 --
Gerber, Husband and Wife,
as Tenants by the Entirety
Lawrence A. Brown 17,647 17,647 --
GDC/A&B Limited Partnership 45,223 45,233 --
HIA Limited Partnership 107,080 107,080 --
Irrevocable Trust and Warren 18,557 18,557 --
Weiner dated January 24, 1978
F/B/O Robyn Weiner
Irrevocable Trust of Warren 18,557 18,557 --
Weiner dated January 24, 1978
F/B/O Kimberly Weiner
Joint Revocable Trust of Warren 18,557 18,557 --
and Penny Weiner
LWLDA Limited Partnership 45,223 45,223 --
Joe W. Lowrance 57,620 57,620 --
Brent M. Milgrom 57,620 57,620 --
Arthur B. Morgenstern 54,625 54,625 --
Morgenstern, Rounick-Weiner 63,422 63,422 --
Associates
Merrill H.J. Roth 29,024 29,024 --
The Roth Family Limited 22,308 22,308 --
Partnership
Marvin Rounick and Judy Rounick, 55,670 55,670 --
Husband and Wife, as Tenants by
the Entirety
Joseph Straus, Jr. 78,017 78,017 --
</TABLE>
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See the cover page of this Prospectus for information regarding the
relationship between the Company and the Selling Stockholders.
PLAN OF DISTRIBUTION
The Selling Stockholders 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 Stockholders 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 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) otherwise. 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 Stockholders 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
Stockholders.
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 Stockholders 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 the Selling Stockholders against
certain liabilities, including liabilities under the Securities Act.
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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 Square 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 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 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 in auditing.
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NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY SELLING STOCKHOLDER, 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.
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TABLE OF CONTENTS
PAGE
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Available Information..................................... 2
Incorporation of Certain Documents
by Reference............................................. 2
The Company............................................... 3
Use of Proceeds........................................... 3
Selling Stockholders...................................... 3
Plan of Distribution...................................... 5
Legal Matters............................................. 6
Experts................................................... 6
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772,936 SHARES
GENERAL GROWTH
PROPERTIES, INC.
COMMON STOCK
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PROSPECTUS
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July 10, 1997
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