<PAGE> 1
As filed with the Securities and Exchange Commission on June ___, 1997
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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 (I.R.S. Employer Identification No.)
of incorporation or organization)
55 West Monroe Street, Suite 3100, Chicago, Illinois 60603
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(Address of Principal Executive Offices) (Zip Code)
GENERAL GROWTH PROPERTIES, INC. 1993 STOCK INCENTIVE PLAN, AS AMENDED
---------------------------------------------------------------------
(Full title of the plan)
Marshall E. Eisenberg, Esq.
Neal, Gerber & Eisenberg
Two North LaSalle Street - Suite 2200
Chicago, Illinois 60602
---------------------------------------
(Name and address of agent for service)
312/269-8000
------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================
Title of Proposed maximum Proposed maximum
Securities to be Amount to be offering price aggregate offering Amount of
registered registered per share price Registration fee(1)
<S> <C> <C> <C> <C>
Common Stock, par
value $.10 per
share 1,000,000 Shares (2) $32.13 $32,130,000 $9,737
</TABLE>
1. This Registration Statement registers additional
shares of the Registrant's Common Stock issuable pursuant to
the same employee benefit plan for which Registration
Statements 33-79372 and 333-07241 are currently effective.
Accordingly, pursuant to Instruction E on Form S-8, the
registration fee is being paid with respect to the
additional securities only.
2. Plus an indeterminate number of shares which may be
issued as a result of anti-dilution provisions contained in
the Plan.
3. Estimated solely for the purpose of calculating the
registration fee pursuant to Rules 457(c) and 457(h) under
the Securities Act of 1933, as amended, on the basis of the
average of the high and low prices of the Company's Common
Stock as reported by the New York Stock Exchange composite
tape on June 2, 1997.
An Index to Exhibits appears on page 6.
Page 1 of __
<PAGE> 2
Registration Statement No. 33-79372 was filed with the Securities and Exchange
Commission (the "SEC") on May 26, 1994 by General Growth Properties, Inc. (the
"Registrant") to register 1,000,000 shares of its common stock, $.10 par value
(the "Common Stock") issuable pursuant to the General Growth Properties, Inc.
1993 Stock Incentive Plan. Registration Statement No. 333-07241 was filed with
the SEC on June 28, 1996 by the Registrant to register 1,000,000 additional
shares of Common Stock issuable pursuant to the 1993 Stock Incentive Plan, as
amended (the "Plan"). Registration Statement Nos. 33-79372 and 333-07241 are
still effective. This Registration Statement is being filed to register
1,000,000 additional shares of the Common Stock issuable by the Company
pursuant to the Plan, as amended.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by General Growth Properties, Inc. (the
"Registrant" or the "Company") with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated herein by reference and made a part hereof:
a) Annual Report on Form 10-K for the fiscal year ended December 31,
1996;
b) Current Report on Form 8-K dated January 16, 1997;
c) Current Report on Form 8-K/A dated February 18, 1997;
d) Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1997; and
e) The description of the Company's Common Stock contained in the
Registration Statement dated April 7, 1993 filed pursuant to Section
12 of the Exchange Act and any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed incorporated by reference in this Registration Statement and to be part
hereof from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain partners of, attorneys associated with and/or of counsel of Neal,
Gerber & Eisenberg, counsel to the Company, beneficially own shares of Common
Stock. In addition, Marshall E. Eisenberg, a partner of Neal, Gerber, &
Eisenberg, is Secretary of the Company.
Page 2 of __
<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is a Delaware corporation. In its Amended and Restated
Certificate of Incorporation, as amended (the "Certificate"), the Company has
adopted (a) the provisions of Section 102 (b) (7) of the Delaware General
Corporation Law (the "Delaware Law"), 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 Delaware Law (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 Delaware
Law, 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
as the request of such corporation 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
reasonable 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 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 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Number Description of Document Page
- ------ ----------------------- ----
4 General Growth Properties, Inc.
1993 Stock Incentive Plan, as amended 7
5 Opinion of Neal, Gerber & Eisenberg 26
23.1 Consent of Neal, Gerber & Eisenberg
(included in Exhibit 5) 26
23.2 Consent of Coopers & Lybrand L.L.P. 27
24 Powers of Attorney 28
ITEM 9. UNDERTAKINGS.
The 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 to include any
material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Act"), each post-effective amendment
to this 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;
Page 3 of __
<PAGE> 4
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;
4. That, for purposes of determining any liability under the Act,
each filing of the Registrant's annual report pursuant to Sections 13(a) or
15(d) of the Exchange Act that is incorporated by reference in this
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; and
5. Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers or persons controlling 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 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 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.
Page 4 of __
<PAGE> 5
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act
of 1933, as amended, the registrant, General Growth Properties, Inc., certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement on Form
S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Chicago, State of Illinois, on the 15th day of May, 1997.
GENERAL GROWTH PROPERTIES, INC.
By: /s/ Matthew Bucksbaum
----------------------------------------
Matthew Bucksbaum, Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the date indicated.
<TABLE>
<S> <C> <C>
/s/ Matthew Bucksbaum Chairman of the Board and Chief May 15th, 1997
- --------------------- Executive Officer (Principal
Matthew Bucksbaum Executive Officer)
/s/ Robert Michaels President, Chief Operating Officer May 15th, 1997
- --------------------- and Director
Robert Michaels
/s/ Bernard Freibaum Executive Vice President and May 15th, 1997
- --------------------- Chief Financial Officer
Bernard Freibaum (Principal Accounting and Financial
Officer)
/s/ John Bucksbaum Executive Vice President and Director May 15th, 1997
- ---------------------
John Bucksbaum
/s/ Anthony Downs
- ---------------------
Anthony Downs Director May 15th, 1997
/s/ Morris Mark
- --------------------- Director May 15th, 1997
Morris Mark
/s/ Beth Stewart
- --------------------- Director May 15th, 1997
Beth Stewart
/s/ A. Lorne Weil
- --------------------- Director May 15th, 1997
A. Lorne Weil
</TABLE>
Page 5 of __
<PAGE> 6
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
4 General Growth Properties, Inc.
1993 Stock Incentive Plan, as amended
5 Opinion of Neal, Gerber & Eisenberg
23.1 Consent of Neal, Gerber & Eisenberg
(included in Exhibit 5)
23.2 Consent of Coopers & Lybrand L.L.P.
24 Powers of Attorney
Page 6 of __
<PAGE> 1
EXHIBIT 4
GENERAL GROWTH PROPERTIES, INC.
1993 STOCK INCENTIVE PLAN, AS AMENDED(1)
- ---------------------
(1)As of May 15, 1997
<PAGE> 2
SECTION 1. PURPOSE; DEFINITIONS.
The purpose of the Plan is to give the Company a significant advantage in
attracting, retaining and motivating officers, employees and directors and to
provide the Company and its Subsidiaries with the ability to provide incentives
more directly linked to the profitability of the Company's businesses and
increases in stockholder value.
For purposes of the Plan, the following terms are defined as set forth
below:
"Affiliate" means a corporation or other entity controlled by the
Company and designated by the Committee as such.
"Award" means a Stock Option or Restricted Stock.
"Board" means the Board of Directors of the Company.
"Cause" has the meaning set forth in Section 5(i).
"Change in Control" and "Change in Control Price" have the
meanings set forth in Section 7(b) and (c) respectively.
"Code" means the Internal Revenue Code of 1986, as amended from
time to time, and any successor thereto.
"Commission" means the Securities and Exchange Commission or any
successor agency.
"Committee" means the Committee referred to in Section 2.
"Common Stock" means common stock, par value $.10 per share, of the
Company.
"Company" means General Growth Properties, Inc., a Delaware
corporation.
"Disability" means permanent and total disability as determined
under procedures established by the Committee for purposes of the Plan.
"Disinterested Person" shall mean a member of the Board who
qualifies as a disinterested person as defined in Rule 16b-3(c)(2), as
promulgated by the Commission under the Exchange Act, or any successor
definition adopted by the Commission.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, and any successor thereto.
"Fair Market Value" means, as of any given date, the mean between
the highest and lowest reported sales prices of the
<PAGE> 3
Common Stock on the New York Stock Exchange Composite Tape or, if not listed on
such exchange, on any other national securities exchange on which the Common
Stock is listed or on NASDAQ. If there is no regular public trading market for
such Common Stock, the Fair Market Value of the Common Stock shall be
determined by the Committee in good faith.
"Incentive Stock Option" means any Stock Option intended to be and
designated as an "incentive stock option" within the meaning of Section 422 of
the Code.
"Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.
"Plan" means the General Growth Properties, Inc. 1993 Stock
Incentive Plan, as set forth herein and as hereinafter amended from time to
time.
"Restricted Stock" means an award granted under Section 6.
"Retirement" means retirement from active employment under a
pension plan of the Company, any Subsidiary or Affiliate, or under an
employment contract with any of them, or termination of employment at or after
age 65 under circumstances which the Committee, in its sole discretion, deems
equivalent to retirement.
"Rule 16b-3" means Rule 16b-3, as promulgated by the Commission
under Section 16(b) of the Exchange Act, as amended from time to time.
"Stock Option" or "Option" means an option granted under Section 5.
"Subsidiary" means any corporation, partnership or other entity
of which the Company or any Subsidiary owns, directly or indirectly, a majority
of the voting power of the voting equity securities or a majority of the equity
interest.
"Termination of Employment" means the termination of the
participant's employment with the Company or any Subsidiary or Affiliate. A
participant employed by a Subsidiary or an Affiliate shall also be deemed to
incur a Termination of Employment if the Subsidiary or Affiliate ceases to be
such a Subsidiary or Affiliate, as the case may be, and the participant does
not immediately thereafter become an employee of the Company or another
Subsidiary or Affiliate.
In addition, certain other terms used herein have definitions
given to them in the first place in which they are used.
2
<PAGE> 4
SECTION 2. ADMINISTRATION.
The Plan shall be administered by the Compensation Committee of the Board
or such other committee of the Board composed of not less than two
Disinterested Persons, each of whom shall be appointed by and serve at the
pleasure of the Board (the "Committee"). If at any time no Committee shall be
in office, the functions of the Committee specified in the Plan shall be
exercised by the Board.
The Committee shall have plenary authority to grant Awards pursuant to the
terms of the Plan to officers, employees and directors of the Company and its
Subsidiaries and Affiliates.
Among other things, the Committee shall have the authority, subject to the
terms of the Plan:
(a) to select the officers, employees and directors to whom Awards
may from time to time be granted; provided that awards to non-employee
directors shall be made only in accordance with Section 12;
(b) to determine whether and to what extent Incentive Stock
Options, Non-Qualified Stock Options and Restricted Stock or any
combination thereof are to be granted hereunder;
(c) to determine the number of shares of Common Stock to be covered
by each Award granted hereunder;
(d) to determine the terms and conditions of any Award granted
hereunder (including, but not limited to, subject to Section 5(a), the
option price, any vesting restriction or limitation and any vesting
acceleration or forfeiture waiver regarding any Award and the shares of
Common Stock relating thereto, based on such factors as the Committee
shall determine);
(e) to modify, amend or adjust the terms and conditions of any
Award, at any time or from time to time, including, but not limited to,
with respect to performance goals and measurements applicable to
performance-based Awards pursuant to the terms of the Plan;
(f) to determine to what extent and under what circumstances Common
Stock and other amounts payable with respect to an Award shall be
deferred; and
(g) to determine under what circumstances a Stock Option may be
settled in case or Common Stock under Section 5(j).
3
<PAGE> 5
The Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall,
from time to time, deem advisable, to interpret the terms and provisions of the
Plan and any Award issued under the Plan (and any agreement relating thereto)
and to otherwise supervise the administration of the Plan.
The Committee may act with respect to the Plan only by a majority of its
members then in office, except that the members thereof may (i) delegate to an
officer of the Company the authority to make decisions pursuant to paragraphs
(c), (f), (g), (h) and (i) of Section 5 (provided that no such delegation may
be made that would cause Awards or other transactions under the Plan to cease
to be exempt from Section 16(b) of the Exchange Act) and (ii) authorize any one
or more of their number or any officer of the Company to execute and deliver
documents on behalf of the Committee.
Any determination made by the Committee or pursuant to delegated authority
pursuant to the provisions of the Plan with respect to any Award shall be made
in the sole discretion of the Committee or such delegate at the time of the
grant of the Award or, unless in contravention of any express term of the Plan,
at any time thereafter. All decisions made by the Committee or any
appropriately delegated officer pursuant to the provisions of the Plan shall be
final and binding on all persons, including the Company and Plan participants.
SECTION 3. COMMON STOCK SUBJECT TO PLAN.
Subject to adjustment as provided herein, the total number of shares of
Common Stock available for distribution pursuant to Awards under the Plan shall
be 3,000,000 shares of Common Stock. Shares subject to an Award under the Plan
may be authorized and unissued shares or may be treasury shares.
In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, stock split, extraordinary distribution with
respect to the Common Stock or other change in corporate structure affecting
the Common Stock, the Committee or Board may make such substitution or
adjustments in the aggregate number and kind of shares reserved for issuance
under the Plan, in the number, kind and option price of shares subject to
outstanding Stock Options, in the number and kind of shares subject to other
outstanding Awards granted under the Plan and/or such other substitution or
adjustments in the consideration receivable upon exercise as it may determine
to be appropriate in its sole discretion; provided, however, that the number of
shares subject to any Award shall always be a whole number.
4
<PAGE> 6
SECTION 4. ELIGIBILITY.
Officers, employees and directors of the Company, its Subsidiaries and
Affiliates who are responsible for or contribute to the management, growth and
profitability of the business of the Company, its Subsidiaries and Affiliates
are eligible to be granted Awards under the Plan. Except as expressly
authorized by Section 12 of the Plan, however, no grant shall be made to a
director who is not an officer or a salaried employee.
SECTION 5. STOCK OPTIONS.
Stock Options may be granted alone or in addition to other Awards granted
under the Plan and may be of two types: Incentive Stock Options and
Non-Qualified Stock Options. Any Stock Option granted under the Plan shall be
in such form as the Committee may from time to time approve.
The Committee shall have the authority to grant any optionee Incentive
Stock Options, Non-Qualified Stock Options or both types of Stock Options.
Incentive Stock Options may be granted only to employees of the Company and its
Subsidiaries (within the meaning of Section 424(f) of the Code). To the extent
that any Stock Option is not designated as an Incentive Stock Option or even if
so designated does not qualify as an Incentive Stock Option, it shall
constitute a Non-Qualified Stock Option.
Stock Options shall be evidenced by option agreements, the terms and
provisions of which may differ. An option agreement shall indicate on its face
whether it is intended to be an agreement for an Incentive Stock Option or a
Non-Qualified Stock Option. The grant of a Stock Option shall occur on the
date the Committee by resolution selects an individual to be a participant in
any grant of a Stock Option, determines the number of shares of Stock to be
subject to such Stock Option to be granted to such individual and specifies the
terms and provisions of the Stock Option. The Company shall notify a
participant of any grant of a Stock Option, and a written option agreement or
agreements shall be duly executed and delivered by the Company to the
participant. Such agreement or agreements shall become effective upon
execution by the participant.
Anything in the Plan to the contrary notwithstanding, no term of the Plan
relating to Incentive Stock Options shall be interpreted, amended or altered
nor shall any discretion or authority granted under the Plan be exercised so as
to disqualify the Plan under Section 422 of the Code or, without the consent of
the optionee affected, to disqualify any Incentive Stock Option under such
Section 422.
5
<PAGE> 7
Stock Options granted under the Plan shall be subject to the following
terms and conditions and shall contain such additional terms and conditions as
the Committee shall deem desirable:
(a) Option Price. The option price per share of Common Stock
purchasable under a Stock Option shall be determined by the Committee and
set forth in the option agreement, and shall not be less than the Fair
Market Value of the Common Stock subject to the Stock Option on the date
of grant.
(b) Option Term. The term of each Stock Option shall be fixed by
the Committee, but no Stock Option shall be exercisable more than 10
years after the date the Stock Option is granted.
(c) Exercisability. Except as otherwise provided herein, Stock
Options shall be exercisable at such time or times and subject to such
terms and conditions as shall be determined by the Committee. If the
Committee provides that any Stock Option is exercisable only in
installments, the Committee may at any time waive such installment
exercise provisions, in whole or in part, based on such factors as the
Committee may determine. No Stock Option shall be exercisable until such
time as 25% or more of the outstanding Common Stock has been issued
pursuant to a public offering. In addition, the Committee may at any
time, in whole or in part, accelerate the exercisability of any Stock
Option.
(d) Method of Exercise. Subject to the provisions of this Section
5, Stock Options may be exercised, in whole or in part, at any time
during the option term by giving written notice of exercise to the
Company specifying the number of shares of Common Stock subject to the
Stock Option to be purchased.
The option price of Common Stock to be purchased upon exercise of
any Option shall be paid in full in cash (by certified or bank check or
such other instrument as the Company may accept) or, if and to the extent
set forth in the option agreement, may also be paid by one or more of the
following: (i) in the form of unrestricted Common Stock already owned by
the optionee (and, in the case of the exercise of a Non-Qualified Stock
Option, Restricted Stock subject to an Award hereunder) based in any such
instance on the Fair Market Value of the Common Stock on the date the
Stock Option is exercised; provided, however, that, in the case of an
Incentive Stock Option, the right to make a payment in the form of
already owned shares of Common Stock may be authorized only at the time
the Stock Option is granted; (ii)by requesting the Company to withhold
from the number of
6
<PAGE> 8
shares of Common Stock otherwise issuable upon exercise of the Stock
Option that number of shares having an aggregate fair market value on the
date of exercise equal to the exercise price for all of the shares of
Common Stock subject to such exercise; or (iii) by a combination thereof,
in each case in the manner provided in the option agreement.
In the discretion of the Committee, payment for any shares subject
to a Stock Option may also be made by delivering a properly executed
exercise notice to the Company, together with a copy of irrevocable
instructions to a broker to deliver promptly to the Company the amount of
sale or loan proceeds to pay the purchase price. To facilitate the
foregoing, the Company may enter into agreements for coordinated
procedures with one or more brokerage firms.
If payment of the option exercise price of a Non-Qualified Stock
Option is made in whole or in part in the form of Restricted Stock, the
number of shares of Common Stock to be received upon such exercise equal
to the number of shares of Restricted Stock used for payment of the
option exercise price shall be subject to the same forfeiture
restrictions to which such Restricted Stock was subject, unless otherwise
determined by the Committee.
No shares of Common Stock shall be issued until full payment
therefor has been made. Subject to any forfeiture restrictions that may
apply if a Stock Option is exercised using Restricted Stock, an optionee
shall have all of the rights of a stockholder of the Company holding the
Common Stock that is subject to such Stock Option (including, if
applicable, the right to vote the shares and the right to receive
dividends), when the optionee has given written notice of exercise, has
paid in full for such shares and, if requested, has given the
representation described in Section 10(a).
(e) Non-transferability of Stock Options. No Stock Option shall be
transferable by the optionee other than (i) by will or by the laws of
descent and distribution or (ii) pursuant to a qualified domestic
relations order (as defined in the Code or Title I of the Employee
Retirement Income Security Act of 1974, as amended, or the rules
thereunder). All Stock Options shall be exercisable, during the
optionee's lifetime, only by the optionee or by the guardian or legal
representative of the optionee or by an alternate payee pursuant to such
qualified domestic relations order, it being understood that the terms
"holder" and "optionee" include the guardian and legal representative of
the optionee named in the option agreement and any person to whom an
option is transferred by will or the laws of descent
7
<PAGE> 9
and distribution or pursuant to a qualified domestic relations order.
(f) Termination by Death. If an optionee's employment terminates by
reason of death, any Stock Option held by such optionee may thereafter be
exercised, to the extent then exercisable, or on such accelerated basis
as the Committee may determine~ for a period of one year (or such other
period as the Committee may specify in the option agreement) from the
date of such death or until the expiration of the stated term of such
Stock Option, whichever period is the shorter. In the event of
termination of employment due to death, if an Incentive Stock Option is
exercised after the expiration of the exercise periods that apply for
purposes of Section 422 of the Code, such Stock Option will thereafter be
treated as a Non-Qualified Stock Option.
(g) Termination by Reason of Disability. If an optionee's
employment terminates by reason of Disability, any Stock Option held by
such optionee may thereafter be exercised by the optionee, to the extent
it was exercisable at the time of termination, or on such accelerated
basis as the Committee may determine, for a period of three years (or
such shorter period as the Committee may specify in the option agreement)
from the date of such termination of employment or until the expiration
of the stated term of such Stock Option, whichever period is the shorter;
provided, however, that if the optionee dies within such three-year
period (or such shorter period), any unexercised Stock Option held by
such optionee shall, notwithstanding the expiration of such three-year
(or such shorter) period, continue to be exercisable to the extent to
which it was exercisable at the time of death for a period of one year
from the date of such death or until the expiration of the stated term of
such Stock Option, whichever period is the shorter. In the event of
termination of employment by reason of Disability, if an Incentive Stock
Option is exercised after the expiration of the exercise periods that
apply for purposes of Section 422 of the Code, such Stock Option will
thereafter be treated as a Non-Qualified Stock Option.
(h) Termination by Reason of Retirement. If an optionee's
employment terminates by reason of Retirement, any Non-Qualified Stock
Option held by such optionee may thereafter be exercised by the optionee,
to the extent it was exercisable at the time of such Retirement or on
such accelerated basis as the Committee may determine, for a period of
three years (or such shorter period as the Committee may specify in the
option agreement) from the date of such termination of employment or
until the expiration of the stated term of such Non-Qualified Stock
Option, whichever period is the shorter; provided, however, that if the
optionee
8
<PAGE> 10
dies within such three-year (or such shorter) period, any
unexercised Non-Qualified Stock Option held by such optionee shall,
notwithstanding the expiration of such three-year (or such shorter)
period, continue to be exercisable to the extent to which it was
exercisable at the time of death for a period of one year from the date
of such death or until the expiration of the stated term of such
Non-Qualified Stock Option, whichever period is the shorter. In the
event of termination of employment by reason of Retirement, an Incentive
Stock Option may be exercised by the optionee, to the extent it was
exercisable at the time of such Retirement or on such accelerated basis
as the Committee may determine, only within a period of three months
thereafter or prior to the expiration of the stated term of such
Incentive Stock Option, whichever period is the shorter; provided,
however, that if the optionee dies within such three-month period, any
unexercised Incentive Stock Option held by such optionee shall,
notwithstanding the expiration of such three-month period, continue to be
exercisable to the extent to which it was exercisable at the time of
death for a period of one year from the date of such death or until the
expiration of the stated term of such Incentive Stock Option, whichever
period is the shorter.
(i) Other Termination. Unless otherwise determined by the
Committee, if there occurs a Termination of Employment for any reason
other than death, Disability, Retirement or Cause, any Stock Option held
by such Optionee shall thereupon terminate, except that such Stock
Option, to the extent then exercisable, or on such accelerated basis as
the Committee may determine, may, if such Termination of Employment is
without Cause, be exercised for the lesser of (A) in the case of a
Non-Qualified Stock Option, one year from the date of such Termination of
Employment or the balance of such Stock Option's term and (B) in the case
of an Incentive Stock Option, three months from the date of such
Termination of Employment or the balance of such Stock Option's term;
provided, however, that if the optionee dies within such one year or
three-month period, any unexercised Stock Option held by such optionee
shall notwithstanding the expiration of such one-year or three-month
period, continue to be exercisable to the extent to which it was
exercisable at the time of death for a period of one year from the date
of such death or until the expiration of the stated term of such Stock
Option, whichever period is the shorter. In the event of Termination of
Employment for Cause, any unexercised Stock Option held by such optionee
shall expire immediately upon the giving to the optionee of notice of
such Termination of Employment. Unless otherwise determined by the
Committee, for the purposes of the Plan, "Cause" shall mean (i) the
conviction of the optionee for committing a felony under Federal law or
the law of the state in which such action occurred, (ii) dishonesty in
the
9
<PAGE> 11
course of fulfilling the optionee's employment duties or (iii)Ewillful
and deliberate failure on the part of the optionee to perform his
employment duties in any material respect.
(j) Cashing Out of Stock Option. On receipt of written notice of
exercise, the Committee may elect to cash out all or any part of the
shares of Common Stock for which a Stock Option is being exercised by
paying the optionee an amount, in cash or Common Stock, equal to the
excess of the Fair Market Value of the Common Stock over the option price
times the number of shares of Common Stock for which the Stock Option is
being exercised on the effective date of such cash out.
Cash outs pursuant to this Section 5(j) relating to options held by
optionees who are actually or potentially subject to Section 16(b) of the
Exchange Act shall comply with the "window period" provisions of Rule 16b-3(e),
to the extent applicable.
(k) Change in Control Cash Out. Notwithstanding any other provision
of the Plan, during the 60-day period from and after a Change in Control
(the "Exercise Period"), unless the Committee shall determine otherwise
at the time of grant, an optionee shall have the right, whether or not
the Stock Option is fully exercisable and in lieu of the payment of the
exercise price for the shares of Common Stock being purchased under the
Stock Option and by giving notice to the Company, to elect (within the
Exercise Period) to surrender all or part of the Stock Option to the
Company and to receive cash, within 30 days of such notice, in an amount
equal to the amount by which the Change in Control Price per share of
Common Stock on the date of such election shall exceed the exercise price
per share of Common Stock under the Stock Option (the "Spread")
multiplied by the number of shares of Common Stock granted under the
Stock Option as to which the right granted under this Section 5(k) shall
have been exercised; provided, however, that if the Change in Control is
within six months of the date of grant of a particular Stock Option held
by an optionee who is an officer or director of the Company and is
subject to Section 16(b) of the Exchange Act no such election shall be
made by such optionee with respect to such Stock Option prior to six
months from the date of grant. Notwithstanding any other provision
hereof, if the end of such 60-day period from and after a Change in
Control is within six months of the date of grant of a Stock Option held
by an optionee who is an officer or director of the Company and is
subject to Section 16(b) of the Exchange Act, such Stock Option shall be
cancelled in exchange for a cash payment to the optionee, effected on the
day which is six months and one day after the date of grant of such
Option, equal to the Spread multiplied by the number of shares of
Common Stock granted under the Stock Option.
10
<PAGE> 12
SECTION 6. RESTRICTED STOCK.
(a) Administration. Shares of Restricted Stock may be awarded
either alone or in addition to other Awards granted under the Plan. The
Committee shall determine the officers and employees to whom and the time
or times at which grants of Restricted Stock will be awarded, the number
of shares to be awarded to any participant, the time or times within
which such Awards may be subject to forfeiture and any other terms and
conditions of the Awards, in addition to those contained in Section 6(c).
The Committee may condition the grant of Restricted Stock upon the
attainment of specified performance goals of the participant or of the
Company or Subsidiary, division or department of the Company for or
within which the participant is primarily employed or upon such other
factors or criteria as the Committee shall determine. The provisions of
Restricted Stock Awards need not be the same with respect to each
recipient.
(b) Awards and Certificates. Shares of Restricted Stock shall be
evidenced in such manner as the Committee may deem appropriate, including
book-entry registration or issuance of one or more stock certificates.
Any certificate issued in respect of shares of Restricted Stock shall be
registered in the name of such participant and shall bear an appropriate
legend referring to the terms, conditions, and restrictions applicable to
such Award, substantially in the following form:
The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions
(including forfeiture) of the General Growth Properties, Inc.
1993 Stock Incentive Plan and a Restricted Stock Agreement.
Copies of such Plan and Agreement are on file at the office of
the Secretary of General Growth Properties, Inc.
The Committee may require that the certificates evidencing such shares be held
in custody by the Company until the restrictions thereon shall have lapsed and
that, as a condition of any Award of Restricted Stock, the participant shall
have delivered a stock power, endorsed in blank, relating to the Common Stock
covered by such Award.
(c) Terms and Conditions. Shares of Restricted Stock shall be
subject to the following terms and conditions:
(i) Subject to the provisions of the Plan and the Restricted
Stock Agreement referred to in Section
11
<PAGE> 13
6(c)(vi), during a period set by the Committee, commencing with the
date of such Award (the "Restriction Period"), the participant
shall not be permitted to sell, assign, transfer, pledge or
otherwise encumber shares of Restricted Stock. The Committee may
provide for the lapse of such restrictions in installments or
otherwise and may accelerate or waive such restrictions, in whole
or in part, in each case based on period of service, performance of
the participant or of the Company or the Subsidiary, division or
department for which the participant is employed or such other
factors or criteria as the Committee may determine.
(ii) Except as provided in this paragraph (ii) and Section
6(c)(i) and the Restricted Stock Agreement, the participant shall
have, with respect to the shares of Restricted Stock, all of the
rights of a stockholder of the Company holding the class or series
of Common Stock that is the subject of the Restricted Stock,
including, if applicable, the right to vote the shares and the
right to receive any cash dividends. If so determined by the
Committee in the applicable Restricted Stock Agreement and subject
to Section 10(f) of the Plan, (A) cash dividends on the shares of
Common Stock that are the subject of the Restricted Stock Award
shall be automatically deferred and reinvested in additional
Restricted Stock and (B) dividends payable in Common Stock shall be
paid in the form of Restricted Stock.
(iii) Except to the extent otherwise provided in the
applicable Restricted Stock Agreement and Sections 6(c)(i),
6(c)(iv) and 7(a)(ii), upon a participant's Termination of
Employment for any reason during the Restriction Period, all shares
still subject to restriction shall be forfeited by the participant.
(iv) Except to the extent otherwise provided in Section
7(a)(ii), in the event of a Termination of Employment of a
participant for any reason (other than for Cause), the Committee
shall have the discretion to waive in whole or in part any or all
remaining restrictions with respect to any or all of such
participant's shares of Restricted Stock.
(v) If and when the Restriction Period expires without a prior
forfeiture of the Restricted Stock subject to such Restriction
Period, unlegended certificates for such shares shall be delivered
to the participant.
(vi) Each Award shall be confirmed by, and be subject to the
terms of, a Restricted Stock Agreement.
12
<PAGE> 14
SECTION 7. CHANGE IN CONTROL PROVISIONS.
(a) Impact of Event. Notwithstanding any other provision of the
Plan to the contrary, in the event of a Change in Control:
(i) Any Stock Options outstanding as of the date such Change
in Control is determined to have occurred and not then exercisable
and vested shall become fully exercisable and vested to the full
extent of the original grant.
(ii) The restrictions applicable to any Restricted Stock shall
lapse, and such Restricted Stock shall become free of all
restrictions and become fully vested and transferable to the full
extent of the original grant.
(b) Definition of Change in Control. For purposes of the Plan, a
"Change in Control" shall mean the happening of any of the following
events:
(i) An acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a
"Person") of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of either (1)
the then outstanding shares of common stock of the Company (the
"Outstanding Common Stock") or (2) the combined voting power of the
then outstanding voting securities of the Company entitled to vote
generally in the election of directors (the "Outstanding Voting
Securities"); excluding, however, the following: (1) any
acquisition directly from the Company, other than an acquisition by
virtue of the exercise of a conversion privilege unless the
security being so converted was itself acquired directly from the
Company, (2) any acquisition by the Company, or members of the
Company's management, or any combination thereof, (3) any
acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation
controlled by the Company or (4) any acquisition by any Person
pursuant to a transaction which complies with clauses (1), (2) and
(3) of subsection (iii) of this Section 7(b); or
(ii) A change in the composition of the Board such that the
individuals who, as of the effective date of the Plan, constitute
the Board (such Board shall be hereinafter referred to as the
"Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, for purposes of this
Section 7(b), that any individual who becomes a member of the Board
subsequent to such effective dater whose election,
13
<PAGE> 15
or nomination for election by the Company's shareholders, was
approved by a vote of at least a majority of those individuals who
are members of the Board and who were also members of the Incumbent
Board (or deemed to be such pursuant to this proviso) shall be
considered as though such individual were a member of the Incumbent
Board; but, provided further, that any such individual whose
initial assumption of office occurs as result of either an actual
or threatened election contest (as such terms are used in Rule
14a-11 of Regulation 14A promulgated under the Exchange Act)
or other actual or threatened solicitation of proxies or consents
by or on behalf of a Person other than the Board shall not be so
considered as a member of the Incumbent Board; or
(iii) The approval by the shareholders of the Company of a
reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the
Company ("Corporate Transaction"); excluding, however, such a
Corporate Transaction pursuant to which (1) all or substantially
all of the individuals and entities who are the beneficial owners,
respectively, of the Outstanding Common Stock and Outstanding
Voting Securities immediately prior to such Corporate Transaction
will beneficially own, directly or indirectly, more than 60% of,
respectively, the outstanding shares of common stock, and the
combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the
case may be, of the corporation resulting from such Corporate
Transaction (including, without limitation, a corporation which as
a result of such transaction owns the Company or all or
substantially all of the Company's assets either directly or
through one or more Subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such Corporate
Transaction, of the Outstanding Common Stock and Outstanding Voting
Securities, as the case may be, (2) no Person (other than the
Company, any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the
Company or such corporation resulting from such Corporate
Transaction) will beneficially own, directly or indirectly, 20% or
more of, respectively, the outstanding shares of common stock of
the corporation resulting from such Corporate Transaction or the
combined voting power of the outstanding voting securities of such
corporation entitled to vote generally in the election of directors
except to the extent that such ownership existed with respect to
the Company prior to the Corporate Transaction and (3) individuals
who were members of the Incumbent Board will constitute at least a
majority of the members
14
<PAGE> 16
of the board of directors of the corporation resulting from such
Corporate Transaction; or
(iv) The approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company.
(c) Change in Control Price. For purposes of the Plan, "Change in
Control Price" means the higher of (i) the highest reported sales price,
regular way, of a share of Common Stock in any transaction reported on
the New York Stock Exchange Composite Tape or other national securities
exchange on which such shares are listed or on NASDAQ, as applicable,
during the 60-day period prior to and including the date of a Change in
Control and (ii) if the Change in Control is the result of a tender or
exchange offer or a Corporate Transaction, the highest price per share of
Common Stock paid in such tender or exchange offer or Corporate
Transaction; provided, however, that (x) in the case of a Stock Option
which (A) is held by an optionee who is an officer or director of the
Company and is subject to Section 16(b) of the Exchange Act and (B) was
granted within 240 days of the Change in Control, then the Change in
Control Price for such Stock Option shall be the Fair Market Value of the
Common Stock on the date such Stock Option is exercised or cancelled and
(y) in the case of Incentive Stock Options, the Change in Control Price
shall be in all cases the Fair Market Value of the Common Stock on the
date such Incentive Stock Option is exercised. To the extent that the
consideration paid in any such transaction described above consists all
or in part of securities or other non-cash consideration, the value of
such securities or other non-cash consideration shall be determined in
the sole discretion of the Board.
SECTION 8. TERM, AMENDMENT AND TERMINATION.
The Plan will terminate on April 4, 2003. Under the Plan, Awards
outstanding as of April 4, 2003 shall not be affected or impaired by the
termination of the Plan.
The Board may amend, alter, or discontinue the Plan, but no amendment,
alteration or discontinuation shall be made which would (i) impair the rights
of an optionee under a Stock Option or a recipient of a Restricted Stock Award
theretofore granted without the optionee's or recipient's consent, except such
an amendment made to cause the Plan to qualify for the exemption provided by
Rule 16b-3, or (ii) disqualify the Plan from the exemption provided by Rule
16b-3. In addition, no such amendment shall be made without the approval of
the Company's stockholders to the extent such approval is required by law or
agreement.
15
<PAGE> 17
The Committee may amend the terms of any Stock Option or other Award
theretofore granted, prospectively or retroactively, but no such amendment
shall impair the rights of any holder without the holder's consent except such
an amendment made to cause the Plan or Award to qualify for the exemption
provided by Rule 16b-3.
Subject to the above provisions, the Board shall have authority to amend
the Plan to take into account changes in law and tax and accounting rules, as
well as other developments and to grant Awards which qualify for beneficial
treatment under such rules without stockholder approval.
SECTION 9. UNFUNDED STATUS OF PLAN.
It is presently intended that the Plan constitute an "unfunded" plan for
incentive and deferred compensation. The Committee may authorize the creation
of trusts or other arrangements to meet the obligations created under the Plan
to deliver Common Stock or make payments; provided, however, that, unless the
Committee otherwise determines, the existence of such trusts or other
arrangements is consistent with the "unfunded" status of the Plan.
SECTION 10. GENERAL PROVISIONS.
(a) The Committee may require each person purchasing or receiving
shares pursuant to an Award to represent to and agree with the Company in
writing that such person is acquiring the shares without a view to the
distribution thereof. The certificates for such shares may include any
legend which the Committee deems appropriate to reflect any restrictions
on transfer.
All certificates for shares of Common Stock or other securities
delivered under the Plan shall be subject to such stock transfer orders
and other restrictions as the Committee may deem advisable under the
rules, regulations and other requirements of the Commission, any stock
exchange upon which the Common Stock is then listed and any applicable
Federal or state securities law, and the Committee may cause a legend or
legends to be put on any such certificates to make appropriate reference
to such restrictions.
(b) Nothing contained in the Plan shall prevent the Company or any
Subsidiary or Affiliate from adopting other or additional compensation
arrangements for its employees.
(c) The adoption of the Plan shall not confer upon any employee any
right to continued employment nor shall it interfere in any way with the
right of the Company or any Subsidiary or Affiliate to terminate the
employment of any employee at any time.
16
<PAGE> 18
(d) No later than the date as of which an amount first becomes
includible in the gross income of the participant for Federal income tax
purposes with respect to any Award under the Plan, the participant shall
pay to the Company, or make arrangements satisfactory to the Company
regarding the payment of, any Federal, state, local or foreign taxes of
any kind required by law to be withheld with respect to such amount.
Unless otherwise determined by the Committee, withholding obligations may
be settled with Common Stock, including Common Stock that is part of the
Award that gives rise to the withholding requirement. The obligations of
the Company under the Plan shall be conditional on such payment or
arrangements, and the Company, its Subsidiaries and its Affiliates shall,
to the extent permitted by law, have the right to deduct any such taxes
from any payment otherwise due to the participant. The Committee may
establish such procedures as it deems appropriate, including the making
of irrevocable elections, for the settlement of withholding obligations
with Common Stock.
(e) At the time of grant, the Committee may provide in connection
with any grant made under the Plan that the shares of Common Stock
received as a result of such grant shall be subject to a right of first
refusal pursuant to which the participant shall be required to offer to
the Company any shares that the participant wishes to sell at the then
Fair Market Value of the Common Stock, subject to such other terms and
conditions as the Committee may specify at the time of grant.
(f) The reinvestment of dividends in additional Restricted Stock at
the time of any dividend payment shall only be permissible if sufficient
shares of Common Stock are available under Section 3 for such
reinvestment (taking into account then outstanding Stock Options and
other Awards).
(g) The Committee shall establish such procedures as it deems
appropriate for a participant to designate a beneficiary to whom any
amounts payable in the event of the participant's death are to be paid.
(h) The Plan and all Awards made and actions taken thereunder shall
be governed by and construed in accordance with the laws of the State of
Delaware.
SECTION 11. EFFECTIVE DATE OF PLAN.
The Plan shall be effective on the later of (a) the date it is approved by
the shareholders of the Company and (b) the date, if any, specified by the
Board at the time it is approved by the Board.
17
<PAGE> 19
SECTION 12. DIRECTOR STOCK OPTIONS.
(a) Each director of the Company who is not otherwise an employee of
the Company or any Subsidiary or Affiliate from and after the effective
date of the Plan shall, on the first day of each January during such
director's term, automatically be granted Non-Qualified Stock Options to
purchase 500 shares of Common Stock having an exercise price per share
equal to 100% of the Fair Market Value of the Common Stock at the date of
grant of such Non-Qualified Stock Option. Each such director, upon
joining the Board, shall also be awarded an initial grant of
Non-Qualified Stock Options to purchase 500 shares of Common Stock having
an exercise price equal to 100% of the Fair Market Value of the Common
Stock as of such date.
(b) An automatic director Stock Option shall be granted hereunder
only if as of each date of grant (or, in the case of any initial grant,
from and after the effective date of the Plan) the director (i) is not
otherwise an employee of the Company or any Subsidiary or Affiliate, (ii)
has not been an employee of the Company or any Subsidiary or Affiliate
for any part of the preceding fiscal year and (iii) has served on the
Board continuously since the commencement of his term.
(c) Each holder of a Stock Option granted pursuant to this Section
12 shall also have the rights specified in Section 5(k).
(d) In the event that the number of shares of Common Stock available
for future grant under the Plan is insufficient to make all automatic
grants required to be made on such date, then all non-employee directors
entitled to a grant on such date shall share ratably in the number of
options on shares available for grant under the Plan.
(e) The provisions of paragraph (a) of this Section 12 may not be
amended more often than once every six months. Except as expressly
provided in this Section 12, any Stock Option granted hereunder shall be
subject to the terms and conditions of the Plan as if the grant were made
pursuant to Section 5 hereof.
18
<PAGE> 1
EXHIBIT 5
May 30, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: General Growth Properties, Inc.
Registration Statement on Form S-8
Gentlemen:
We are counsel to General Growth Properties, Inc., a Delaware corporation
(the "Corporation"), and in such capacity we have assisted in the preparation
and filing with the Securities and Exchange Commission under the Securities Act
of 1993, as amended, the Corporation's Registration Statement on Form S-8 (the
"Registration Statement") relating to the issuance from time to time by the
Corporation of up to an additional 1,000,000 shares of the Corporation's common
stock, $.10 par value per share (the "Common Stock"), pursuant to the General
Growth Properties, Inc. 1993 Stock Incentive Plan, as amended (the "Plan").
As such counsel, we have examined the Plan, the Corporation's Amended and
Restated Certificate of Incorporation, as amended, the Amended Bylaws of the
Corporation, the minute books of the Corporation and such other papers,
documents and certificates of public officials and certificates of officers of
the Corporation as we have deemed relevant and necessary as the basis for the
opinions hereinafter 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 on the foregoing, we are of the opinion that:
1. The issuance from time to time by the Corporation of up to an
additional 1,000,000 shares of Common Stock pursuant to the Plan as
described in the prospectus to be delivered to participants in the Plan
(the "Prospectus") has been duly and validly authorized by all necessary
corporate action on the part of the Corporation.
<PAGE> 2
Securities and Exchange Commission
May 30, 1997
Page 2
2. When issued and paid for as described in the Prospectus and in
accordance with the Plan, the additional 1,000,000 shares available for
issuance under the Plan will be duly and validly issued and outstanding,
fully paid and non-assessable shares of Common Stock.
We hereby consent to filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Interests of Named Experts and Counsel" in Item 5 of Part II of the
Registration Statement.
Please be advised that certain partners of, attorneys associated with
and/or of counsel to our firm beneficially own shares of Common Stock. In
addition, please note that Marshall E. Eisenberg, a partner of our firm, is the
Secretary of the Corporation.
The opinions expressed above are limited to Delaware General Corporation
Law and the federal laws of the United States, and are limited to the specific
legal matters expressly addressed herein. No opinion is expressed with respect
to the laws of any other jurisdiction or any legal matter not addressed herein.
This opinion speaks only as of the date hereof and we undertake no obligation
to update this opinion.
Very truly yours,
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
General Growth Properties, Inc. on Form S-8 of our report dated February 11,
1997, on our audit 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, which
is included in the Annual Report on Form 10-K and 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 Square Mall for the year
ended December 31, 1995, which is included in the Form 8-K/A dated February 18,
1997.
/s/ Coopers & Lybrand L.L.P.
-----------------------------
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
May 29, 1997
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
Officer of General Growth Properties, Inc., a corporation organized under the
laws of the State of Delaware (the "Company"), hereby constitutes and appoints
Matthew Bucksbaum, Bernard Freibaum and Marshall E. Eisenberg and each of them
(with full power to each of them to act alone), his true and lawful
attorneys-in-fact and agents for him and on his behalf and in his name, place
and stead, in any and all capacities, to sign, execute and file with the
Securities and Exchange Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (including all amendments
thereto) with all exhibits and any and all documents required to be filed with
respect thereto, relating to the registration under the Securities Act of 1933,
as amended, of shares of the Company's common stock to be issued upon exercise
of options to be granted by the Company pursuant to the Company's 1993 Stock
Incentive Plan, as amended, granting unto said attorneys-in-fact and agents and
each of them, full power and authority to do and to perform each and every act
and thing requisite and necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and purposes as he himself might
or could do if personally present, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.
/s/ Matthew Bucksbaum
---------------------
Matthew Bucksbaum
Dated: May 15, 1997
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
Officer of General Growth Properties, Inc., a corporation organized under the
laws of the State of Delaware (the "Company"), hereby constitutes and appoints
Matthew Bucksbaum, Bernard Freibaum and Marshall E. Eisenberg and each of them
(with full power to each of them to act alone), his true and lawful
attorneys-in-fact and agents for him and on his behalf and in his name, place
and stead, in any and all capacities, to sign, execute and file with the
Securities and Exchange Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (including all amendments
thereto) with all exhibits and any and all documents required to be filed with
respect thereto, relating to the registration under the Securities Act of 1933,
as amended, of shares of the Company's common stock to be issued upon exercise
of options to be granted by the Company pursuant to the Company's 1993 Stock
Incentive Plan, as amended, granting unto said attorneys-in-fact and agents and
each of them, full power and authority to do and to perform each and every act
and thing requisite and necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and purposes as he himself might
or could do if personally present, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.
/s/ Robert Michaels
-------------------
Robert Michaels
Dated: May 15, 1997
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
Officer of General Growth Properties, Inc., a corporation organized under the
laws of the State of Delaware (the "Company"), hereby constitutes and appoints
Matthew Bucksbaum, Bernard Freibaum and Marshall E. Eisenberg and each of them
(with full power to each of them to act alone), his true and lawful
attorneys-in-fact and agents for him and on his behalf and in his name, place
and stead, in any and all capacities, to sign, execute and file with the
Securities and Exchange Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (including all amendments
thereto) with all exhibits and any and all documents required to be filed with
respect thereto, relating to the registration under the Securities Act of 1933,
as amended, of shares of the Company's common stock to be issued upon exercise
of options to be granted by the Company pursuant to the Company's 1993 Stock
Incentive Plan, as amended, granting unto said attorneys-in-fact and agents and
each of them, full power and authority to do and to perform each and every act
and thing requisite and necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and purposes as he himself might
or could do if personally present, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.
/s/ Bernard Freibaum
--------------------
Bernard Freibaum
Dated: May 15, 1997
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
Officer of General Growth Properties, Inc., a corporation organized under the
laws of the State of Delaware (the "Company"), hereby constitutes and appoints
Matthew Bucksbaum, Bernard Freibaum and Marshall E. Eisenberg and each of them
(with full power to each of them to act alone), his true and lawful
attorneys-in-fact and agents for him and on his behalf and in his name, place
and stead, in any and all capacities, to sign, execute and file with the
Securities and Exchange Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (including all amendments
thereto) with all exhibits and any and all documents required to be filed with
respect thereto, relating to the registration under the Securities Act of 1933,
as amended, of shares of the Company's common stock to be issued upon exercise
of options to be granted by the Company pursuant to the Company's 1993 Stock
Incentive Plan, as amended, granting unto said attorneys-in-fact and agents and
each of them, full power and authority to do and to perform each and every act
and thing requisite and necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and purposes as he himself might
or could do if personally present, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.
/s/ John Bucksbaum
------------------
John Bucksbaum
Dated: May 15, 1997
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
Officer of General Growth Properties, Inc., a corporation organized under the
laws of the State of Delaware (the "Company"), hereby constitutes and appoints
Matthew Bucksbaum, Bernard Freibaum and Marshall E. Eisenberg and each of them
(with full power to each of them to act alone), his true and lawful
attorneys-in-fact and agents for him and on his behalf and in his name, place
and stead, in any and all capacities, to sign, execute and file with the
Securities and Exchange Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (including all amendments
thereto) with all exhibits and any and all documents required to be filed with
respect thereto, relating to the registration under the Securities Act of 1933,
as amended, of shares of the Company's common stock to be issued upon exercise
of options to be granted by the Company pursuant to the Company's 1993 Stock
Incentive Plan, as amended, granting unto said attorneys-in-fact and agents and
each of them, full power and authority to do and to perform each and every act
and thing requisite and necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and purposes as he himself might
or could do if personally present, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.
/s/ Morris Mark
---------------
Morris Mark
Dated: May 15, 1997
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
Officer of General Growth Properties, Inc., a corporation organized under the
laws of the State of Delaware (the "Company"), hereby constitutes and appoints
Matthew Bucksbaum, Bernard Freibaum and Marshall E. Eisenberg and each of them
(with full power to each of them to act alone), her true and lawful
attorneys-in-fact and agents for her and on her behalf and in her name, place
and stead, in any and all capacities, to sign, execute and file with the
Securities and Exchange Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (including all amendments
thereto) with all exhibits and any and all documents required to be filed with
respect thereto, relating to the registration under the Securities Act of 1933,
as amended, of shares of the Company's common stock to be issued upon exercise
of options to be granted by the Company pursuant to the Company's 1993 Stock
Incentive Plan, as amended, granting unto said attorneys-in-fact and agents and
each of them, full power and authority to do and to perform each and every act
and thing requisite and necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and purposes as she herself
might or could do if personally present, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or
cause to be done by virtue hereof.
/s/ Beth Stewart
----------------
Beth Stewart
Dated: May 15, 1997
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
Officer of General Growth Properties, Inc., a corporation organized under the
laws of the State of Delaware (the "Company"), hereby constitutes and appoints
Matthew Bucksbaum, Bernard Freibaum and Marshall E. Eisenberg and each of them
(with full power to each of them to act alone), his true and lawful
attorneys-in-fact and agents for him and on his behalf and in his name, place
and stead, in any and all capacities, to sign, execute and file with the
Securities and Exchange Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (including all amendments
thereto) with all exhibits and any and all documents required to be filed with
respect thereto, relating to the registration under the Securities Act of 1933,
as amended, of shares of the Company's common stock to be issued upon exercise
of options to be granted by the Company pursuant to the Company's 1993 Stock
Incentive Plan, as amended, granting unto said attorneys-in-fact and agents and
each of them, full power and authority to do and to perform each and every act
and thing requisite and necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and purposes as he himself might
or could do if personally present, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.
/s/ A. Lorne Weil
-----------------
A. Lorne Weil
Dated: May 15, 1997
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
Officer of General Growth Properties, Inc., a corporation organized under the
laws of the State of Delaware (the "Company"), hereby constitutes and appoints
Matthew Bucksbaum, Bernard Freibaum and Marshall E. Eisenberg and each of them
(with full power to each of them to act alone), his true and lawful
attorneys-in-fact and agents for him and on his behalf and in his name, place
and stead, in any and all capacities, to sign, execute and file with the
Securities and Exchange Commission (or any other governmental or regulatory
authority) a Registration Statement on Form S-8 (including all amendments
thereto) with all exhibits and any and all documents required to be filed with
respect thereto, relating to the registration under the Securities Act of 1933,
as amended, of shares of the Company's common stock to be issued upon exercise
of options to be granted by the Company pursuant to the Company's 1993 Stock
Incentive Plan, as amended, granting unto said attorneys-in-fact and agents and
each of them, full power and authority to do and to perform each and every act
and thing requisite and necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and purposes as he himself might
or could do if personally present, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.
/s/ Anthony Downs
-------------------
Anthony Downs
Dated: May 15, 1997
