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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) JANUARY 2, 1997
GENERAL GROWTH PROPERTIES, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-11656 42-1283895
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(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.)
INCORPORATION)
55 W. MONROE ST. SUITE 3100 CHICAGO, IL 60603
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (312) 551-5000
N/A
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)
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ITEM 5. OTHER EVENTS.
On January 2, 1997, GGP Limited Partnership (the "Operating Partnership"),
a Delaware limited partnership in which General Growth Properties, Inc. (the
"Company") is the general partner and owns approximately a 64% interest, sold
its remaining interest in CenterMark Properties, Inc., the Los Angeles,
California-based shopping center owner and operator ("CenterMark"), to
CenterMark (the "1997 Sale"). The purchase price of $130,500,000 was paid in
cash.
The sale occurred pursuant to the exercise of an option (the "Option")
which the Operating Partnership granted to Westfield U.S. Investments Pty.
Limited, another CenterMark shareholder ("Westfield Pty." and, together with
related entities, the "Westfield Group"), on December 19, 1995. On such date,
the Operating Partnership sold a 10% interest in CenterMark to Westfield Pty.
and another member of the Westfield Group for a purchase price of $72,000,000
in cash, which is the same per share price as that paid in the 1997 Sale. The
Option was subsequently assigned to CenterMark by Westfield Pty. On July 1,
1996, the Operating Partnership sold 40% of its then remaining interest in
CenterMark to CenterMark for a purchase price of $87,000,000 in cash, which is
the same per share price as that paid in the 1997 Sale. The July 1, 1996 sale
was also pursuant to the exercise of the Option. The Company has previously
reported the grant and intermittent exercise of the Option and the
above-described sales.
The Operating Partnership used approximately $13,000,000 of the cash
proceeds from the 1997 Sale to prepay indebtedness and the remainder to
reduce short-term floating rate debt.
In connection with the consummation of the 1997 Sale, the Operating
Partnership's right to designate one CenterMark director was terminated.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a-b) Not applicable.
(c) See Exhibit Index attached hereto and incorporated herein.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
GENERAL GROWTH PROPERTIES, INC.
By: /s/ Bernard Freibaum
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Its: Executive Vice President and
Chief Financial Officer
Date: January 16, 1997
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EXHIBIT INDEX
Exhibit Number Name
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99.1 Form of GGP Option Agreement
by and among GGP Limited
Partnership, Westfield U.S.
Investments Pty. Limited
and CenterMark Properties, Inc. (1)
(1) Previously filed as Exhibit 2.2 to the Current Report on Form 8-K
dated January 3, 1996 filed by the Company.
