<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 2, 1997
REGISTRATION NO. 333-23035
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------
GENERAL GROWTH PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 42-1283895
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 WEST MONROE STREET -- SUITE 3100
CHICAGO, ILLINOIS 60603
(312) 551-5000
(Address, including zip code and telephone number, including area code, of
registrant's principal executive offices)
MR. MATTHEW BUCKSBAUM
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
GENERAL GROWTH PROPERTIES, INC.
55 WEST MONROE STREET -- SUITE 3100
CHICAGO, ILLINOIS 60603
(312) 551-5000
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
-----------
with copies to:
MARSHALL E. EISENBERG, ESQ.
NEAL, GERBER & EISENBERG
TWO NORTH LASALLE STREET
CHICAGO, ILLINOIS 60602
(312) 269-8000
-----------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the Registration Statement becomes effective.
-----------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
-----------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED JULY 2, 1997
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 1, 1997 was $ 32 11/16 per share.
-----------------------
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.
-----------
The date of this Prospectus is July , 1997.
<PAGE> 3
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.
-2-
<PAGE> 4
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:
-3-
<PAGE> 5
<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>
-4-
<PAGE> 6
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.
-5-
<PAGE> 7
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.
-6-
<PAGE> 8
================================================================================
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.
------------------------
TABLE OF CONTENTS
PAGE
----
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
================================================================================
772,936 SHARES
GENERAL GROWTH
PROPERTIES, INC.
COMMON STOCK
------------
PROSPECTUS
------------
July , 1997
--
================================================================================
<PAGE> 9
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses in connection with the
sale and distribution of securities being registered, other than discounts,
concessions and brokerage commissions.
SEC registration fee....................... $7,188
Blue sky fees and expenses................. 250*
Legal fees and expenses.................... 5,000*
Accounting fees and expenses............... 2,500*
Miscellaneous (including NYSE listing fees) 3,062*
Total.................................. $18,000*
- --------------------
* Estimated
The Company will bear all of the foregoing expenses.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is a Delaware corporation. In its Certificate of
Incorporation, the Company has adopted (a) the provisions of Section 102(b)(7)
of the Delaware General Corporation Law ("DGCL"), which enables a corporation
in its certificate of incorporation or an amendment thereto to eliminate or
limit the personal liability of a director for monetary damages for breach of
the director's fiduciary duty, except (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) pursuant to Section 174 of the DGCL (providing for
liability of directors for unlawful payment of dividends or unlawful stock
purchases or redemptions) or (iv) for any transaction from which a director
derived an improper personal benefit and (b) the provisions of Section 145 of
the DGCL, which provide that a corporation may indemnify any persons, including
officers and directors, who are, or are threatened to be made, parties to any
threatened, pending or completed legal action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation), by reason of the fact that such person was an
officer, director, employee or agent of the corporation, or is or was serving
at the 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 reasonably incurred.
The Company has entered into indemnification agreements with each of its
officers and directors. The indemnification agreements, among other things,
require the indemnification of the Company's officers and directors to the
fullest extent permitted by law, and require that the Company advance to the
officers and directors all related expenses, subject to reimbursement if it is
subsequently determined that indemnification is not
II-1
<PAGE> 10
permitted. Such indemnification agreements also provide for the indemnification
and advance of all expenses incurred by officers and directors seeking to
enforce their rights under the indemnification agreements, and require the
Company to cover officers and directors under the Company's directors' and
officers' liability insurance. Although the indemnification agreements offer
substantially the same scope of coverage afforded by provisions in the
Certificate and the Bylaws, such agreements provide greater assurance to
directors and officers that indemnification will be available, because, as a
contract, it cannot be modified unilaterally in the future by the Board of
Directors or by the stockholders to eliminate the rights they provide.
ITEM 16. EXHIBITS.
<TABLE>
<S> <C>
3.1 Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to
the Company's Registration Statement on Form S-11 (No. 33-56640)).
3.2 Amendment to Amended and Restated Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3(b) to the Company's Annual Report on Form 10-K for the year ended December
31, 1995).
3.3 Bylaws of the Company (incorporated by reference to the Company's Registration Statement on Form
S-11 (No. 33-56640)).
4.1 Specimen certificate representing Common Stock (incorporated by reference to the Company's
Registration Statement on Form S-11 (File No. 33-56640), filed on April 6, 1993).
5.1 Opinion of Neal, Gerber & Eisenberg, counsel for the Company.
10.1 Redemption Rights Agreement, dated July 13, 1995 (incorporated by reference to Exhibit 99.1 to
the Company's Current Report on Form 8-K dated July 17, 1995).
10.2 Amended and Restated Agreement of Limited Partnership of the Operating Partnership (incorporated
by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1993).
10.3 First Amendment to Amended and Restated Agreement of Limited Partnership (incorporated by
reference to Exhibit 10(b) to the Company's Annual Report on Form 10-K for the year ended
December 31, 1995).
10.4 Second Amendment to Amended and Restated Agreement of Limited Partnership (incorporated by
reference to Exhibit 10(c) to the Company's Annual Report on Form 10-K for the year ended
December 31, 1995).
10.5 Third Amendment to Amended and Restated Agreement of Limited Partnership.*
10.6 Fourth Amendment to Amended and Restated Agreement of Limited Partnership.*
10.7 Fifth Amendment to Amended and Restated Agreement of Limited Partnership.*
10.8 Sixth Amendment to Amended and Restated Agreement of Limited Partnership.*
10.9 Seventh Amendment to Amended and Restated Agreement of Limited Partnership.*
10.10 Rights Agreement between the Company and the Limited Partners of the Operating Partnership
(incorporated by reference to the Company's Annual Report on Form 10-K for the year ended
December 31, 1993).
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Addison, Roberts & Ludwig, P.C.
23.3 Consent of Neal, Gerber & Eisenberg (included in Exhibit 5.1).
24.1 Powers of Attorney of certain officers and directors of the Company (included on signature page).*
</TABLE>
* Previously filed.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
II-2
<PAGE> 11
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent
post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in
the information set forth in the Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement.
provided, however, that paragraphs (i) and (ii) do not apply if
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than insurance payments and the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
II-3
<PAGE> 12
(d) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act, the information omitted from the form of
prospectus filed as part of this Registration Statement in
reliance upon 430A and contained in a form of prospectus filed by
the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under
the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
II-4
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on July 2, 1997.
GENERAL GROWTH PROPERTIES, INC.
(Registrant)
By: /S/ MATTHEW BUCKSBAUM
-------------------------------------
Matthew Bucksbaum
Chairman of the Board and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below on July 2, 1997, by the following
persons in the capacities indicated:
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
*/S/ MATTHEW BUCKSBAUM Chairman of the Board, Chief Executive Officer
- ------------------------------ and Director (Principal Executive Officer)
Matthew Bucksbaum
*/S/ ROBERT MICHAELS President and Director
- ------------------------------
Robert Michaels
*/S/ JOHN BUCKSBAUM Executive Vice President and Director
- ------------------------------
John Bucksbaum
/S/ BERNARD FREIBAUM Executive Vice President and Chief Financial Officer
- ------------------------------ (Principal Financial and Accounting Officer)
Bernard Freibaum
*/S/ ANTHONY DOWNS Director
- ------------------------------
Anthony Downs
*/S/ MORRIS MARK Director
- ------------------------------
Morris Mark
*/S/ BETH STEWART Director
- ------------------------------
Beth Stewart
</TABLE>
II-5
<PAGE> 14
<TABLE>
<S> <C>
*/s/ A. LORNE WEIL Director
------------------------
A. LORNE WEIL
By:/s/ BERNARD FREIBAUM
----------------------
Bernard Freibaum
Attorney-in-Fact
</TABLE>
II-6
<PAGE> 15
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NO. DESCRIPTION NUMBER
- ------- ----------- ------
<S> <C>
3.1 Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to the Company's Registration Statement on Form
S-11 (No. 33-56640)).
3.2 Amendment to Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3(b) to the Company's Annual
Report on Form 10-K for the year ended December 31, 1995).
3.3 Bylaws of the Company (incorporated by reference to the Company's
Registration Statement on Form S-11 (No. 33-56640)).
4.1 Specimen certificate representing Common Stock (incorporated by reference
to the Company's Registration Statement on Form S-11 (File No. 33-56640),
filed on April 6, 1993).
5.1 Opinion of Neal, Gerber & Eisenberg, counsel for the Company.
10.1 Redemption Rights Agreement, dated July 13, 1995 (incorporated by reference
to Exhibit 99.1 to the Company's Current Report on Form 8-K dated July 17,
1995).
10.2 Amended and Restated Agreement of Limited Partnership of the Operating
Partnership (incorporated by reference to the Company's Annual Report on
Form 10-K for the year ended December 31, 1993).
10.3 First Amendment to Amended and Restated Agreement of Limited Partnership
(incorporated by reference to Exhibit 10(b) to the Company's Annual Report
on Form 10-K for the year ended December 31, 1995).
10.4 Second Amendment to Amended and Restated Agreement of Limited
Partnership (incorporated by reference to Exhibit 10(c) to the Company's
Annual Report on Form 10-K for the year ended December 31, 1995).
10.5 Third Amendment to Amended and Restated Agreement of Limited
Partnership.*
10.6 Fourth Amendment to Amended and Restated Agreement of Limited
Partnership.*
10.7 Fifth Amendment to Amended and Restated Agreement of Limited
Partnership.*
10.8 Sixth Amendment to Amended and Restated Agreement of Limited
Partnership.*
10.9 Seventh Amendment to Amended and Restated Agreement of Limited
Partnership.*
10.10 Rights Agreement between the Company and the Limited Partners of the
Operating Partnership (incorporated by reference to the Company's Annual
Report on Form 10-K for the year ended December 31, 1993).
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Addison, Roberts & Ludwig, P.C.
23.3 Consent of Neal, Gerber & Eisenberg (included in Exhibit 5.1).
24.1 Powers of Attorney of certain officers and directors of the Company (included
on signature page).*
</TABLE>
- ---------------------
* Previously filed.
II-7
<PAGE> 1
EXHIBIT 5.1
July 2, 1997
General Growth Properties, Inc.
55 West Monroe Street, Suite 3100
Chicago, Illinois 60603
Re: Registration Statement on Form S-3
Gentlemen:
We have acted as counsel to General Growth Properties, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, of 772,936 shares of its common stock, par
value $.10 per share (the "Shares"), which may be sold from time to time by the
selling stockholders identified in Amendment No. 1 to the Registration
Statement on Form S-3 (the "Registration Statement") to be filed with the
Securities and Exchange Commission on July 2, 1997.
As such counsel, we have examined such documents and certificates of
officers of the Company as we deemed relevant and necessary as the basis for
the opinion hereafter expressed. In such examinations, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted
to us as originals and the conformity to original documents of all documents
submitted to us as conformed or photostatic copies.
Based upon the foregoing, we are of the opinion that the Shares have been
duly authorized and, upon issuance in connection with the redemption of limited
partnership units of GGP Limited Partnership as described in the Registration
Statement, will be duly and validly issued and fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the heading
"Legal Matters" in the Prospectus comprising a part of the Registration
Statement.
Very truly yours,
/s/ NEAL, GERBER & EISENBERG
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in Amendment No. 1 to the
Registration Statement of General Growth Properties, Inc. on Form S-3 (File No.
333-23035) of our reports dated February 11, 1997, on our audits of the
consolidated financial statements and financial statement schedule of General
Growth Properties, Inc. as of December 31, 1996 and 1995, and for the three
years in the period ended December 31, 1996, and of our report dated January
10, 1997 on our audit of the combined statement of revenues and certain
expenses of the Lansing Mall, the Westwood Mall and the Lakeview Mall for the
year ended December 31, 1995 which report is included in Form 8-K/A of General
Growth Properties, Inc. dated February 18, 1997. We also consent to the
reference to our firm under the caption "Experts."
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
July 2, 1997
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Amendment No. 1 to the
Registration Statement of General Growth Properties, Inc. on Form S-3 (File No.
333-23035) of our report dated July 19, 1996 on our audit of the Statement of
Revenues and Certain Expenses of Park Mall for the year ended December 31, 1995
which report is included in the Current Report on Form 8-K/A of General Growth
Properties, Inc. dated February 18, 1997. We also consent to the reference to
our firm under the caption "Experts."
ADDISON, ROBERTS & LUDWIG, P.C.
Tucson, Arizona
July 2, 1997
