<PAGE> 1
PROSPECTUS SUPPLEMENT
(To Prospectus dated April 20, 1995)
4,000,000 SHARES
GENERAL GROWTH PROPERTIES, INC.
COMMON STOCK
(PAR VALUE $.10 PER SHARE)
---------------------------
General Growth Properties, Inc. (the "Company") owns, operates, acquires,
develops and manages enclosed mall shopping centers. The Company currently owns
interests in sixty-one enclosed mall shopping centers and two properties under
development located in thirty states through its interests in GGP Limited
Partnership (the "Operating Partnership") and GGP/Homart, Inc. ("GGP/Homart").
The Company has qualified as a real estate investment trust (a "REIT") for
federal income tax purposes.
All of the shares of common stock of the Company, par value $.10 per share
(the "Common Stock"), offered hereby will be sold by the Company (the
"Offering"). The Company's Common Stock is listed on the New York Stock Exchange
(the "NYSE") under the symbol "GGP". The last reported sale price of the shares
of Common Stock on the NYSE on August 4, 1997 was $34.75 per share. See "Price
Range of Common Stock and Distributions."
The shares of Common Stock are subject to certain restrictions on ownership
designed to preserve the Company's status as a REIT for federal income tax
purposes. See "Description of Common Stock" in the accompanying Prospectus.
---------------------------
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 SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------------
Lehman Brothers Inc. (the "Underwriter") has agreed to purchase from the
Company 4,000,000 shares of Common Stock for an aggregate purchase price of
$135.6 million, or $33.90 per share. The Company has granted the Underwriter an
option for 30 days to purchase up to 600,000 additional shares of Common Stock
at a purchase price of $33.90 per share, solely to cover over-allotments. If
such option is exercised in full, the total proceeds to the Company will be
$155.9 million, before deducting expenses payable by the Company, estimated to
be approximately $100,000.
The Underwriter proposes to offer the 4,000,000 shares of Common Stock
included in the Offering from time to time for sale in one or more transactions
on the NYSE, in the over-the-counter market or otherwise, at market prices
prevailing at the time of sale, at prices related to prevailing market prices,
or at negotiated prices, subject to prior sale when, as and if delivered to and
accepted by the Underwriter. See "Underwriting."
The Company and the Operating Partnership have agreed to indemnify the
Underwriter against certain liabilities, including liabilities under the
Securities Act of 1933, as amended.
---------------------------
The shares of Common Stock offered hereby are offered by Lehman Brothers
Inc., as specified herein, subject to receipt and acceptance by them and subject
to their right to reject any order in whole or in part. It is expected the
certificates for the shares will be ready for delivery in New York, New York on
or about August 8, 1997.
---------------------------
LEHMAN BROTHERS
August 4, 1997
<PAGE> 2
------------------------
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK. SUCH
TRANSACTIONS MAY INCLUDE THE PURCHASE OF SHARES OF COMMON STOCK TO COVER A
SYNDICATE SHORT POSITION IN THE COMMON STOCK OR FOR THE PURPOSE OF MAINTAINING
THE PRICE OF THE COMMON STOCK. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE
"UNDERWRITING."
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The following information in this Prospectus Supplement is qualified in its
entirety by the detailed information appearing in the accompanying Prospectus or
incorporated herein or therein by reference.
THE COMPANY
The Company is a self-managed real estate trust which, through its general
partnership interest in GGP Limited Partnership, a Delaware limited partnership
(the "Operating Partnership"), and its interest in GGP/Homart, Inc.
("GGP/Homart"), owns, operates, acquires, develops and manages enclosed mall
shopping centers located throughout the United States. The Company and the
Operating Partnership together own, directly or indirectly, 100% of thirty-four
enclosed mall shopping centers, a 50% interest in two other enclosed mall
shopping centers and one property under development containing an aggregate of
approximately 26.7 million square feet of gross retail space, including anchor
stores, freestanding stores and mall tenant areas ("GLA"). In addition, the
Company, through the Operating Partnership's ownership of stock in GGP/Homart,
owns a 38.2% interest in substantially all of the regional mall assets formerly
owned by a subsidiary of Sears, Roebuck & Co. GGP/Homart currently owns
interests in twenty-five shopping centers and one property under development
containing an aggregate of approximately 23.1 million square feet of GLA. The
Company has qualified as a real estate investment trust (a "REIT") for federal
income tax purposes.
The Company's principal executive offices are located at 55 West Monroe
Street -- Suite 3100, Chicago, Illinois 60603, and its telephone number is (312)
551-5000.
THE OFFERING
All capitalized terms used herein and not defined herein shall have the
meanings provided in "Description of the Common Stock" in the Prospectus. For a
more complete description of the terms of the Common Stock used in the following
summary, see "Description of the Common Stock" in the Prospectus.
<TABLE>
<S> <C>
Common Stock offered hereby............... 4,000,000 shares
Common Stock to be outstanding after the
Offering(1)............................. 34,767,097 shares (53,055,044 shares(2)(3))
Use of Proceeds........................... To repay certain indebtedness and for general corporate
purposes, including possible future acquisitions and the
development of enclosed mall shopping centers. See "Use
of Proceeds."
NYSE trading symbol....................... GGP
</TABLE>
- -------------------------
(1) Assumes that the Underwriter's over-allotment option is not exercised. See
"Underwriting."
(2) Assumes that the partnership units of the Operating Partnership which are
not held by the Company have been exchanged for Common Stock.
(3) Assumes that shares of GGP/Homart which are not held by the Operating
Partnership and are exchangeable for an indeterminate number of shares of
Common Stock on or after December 22, 1997 are not so exchanged.
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RECENT OPERATING RESULTS
Total revenue, including the Company's pro rata share of the revenues of
GGP/Homart and General Growth Management, Inc., for the six months ended June
30, 1997 was $202.4 million compared with $169.7 million for the same period in
1996. Total net operating income (revenues minus operating expenses) for the six
months ended June 30, 1997 was $110.8 million, representing an increase of 11%
over the same period in 1996. Net income for the six months ended June 30, 1997
increased to $58.7 million from $12.0 million for the same period in 1996. Net
earnings per share for the six months ended June 30, 1997 and June 30, 1996 were
$1.91 and $.44, respectively. Net income for the six months ended June 30, 1997
includes a net gain of $58.9 million ($1.21 per share) from the sale of the
Company's interest in CenterMark Properties, Inc. Total Funds from Operations
for the six months ended June 30, 1997 increased 30% to $64.3 million from $49.4
million for the same period in 1996. The National Association of Real Estate
Investment Trusts ("NAREIT") defines Funds from Operations as net income (loss)
(computed in accordance with generally accepted accounting principles ("GAAP")),
excluding gains (or losses) from debt restructuring and sales of properties,
plus real estate related depreciation and amortization and after adjustments for
unconsolidated partnerships and joint ventures. In calculating Funds from
Operations, the Company also excludes non-cash straight line rent. Funds from
Operations does not represent cash generated from operating activities in
accordance with GAAP and should not be considered as an alternative to net
income (determined in accordance with GAAP) as an indication of the Company's
financial performance or to cash flow from operating activities (determined in
accordance with GAAP) as a measure of the Company's liquidity, nor is it
indicative of funds available to fund the Company's cash needs, including its
ability to make cash distributions.
USE OF PROCEEDS
The net proceeds to the Company from the sale of the Common Stock offered
hereby are estimated to be approximately $135.5 million ($155.8 million if the
Underwriters' over-allotment option is exercised in full) after deduction of the
underwriting discount and expenses payable by the Company. The Company intends
to use approximately $113.0 million of the proceeds of the Offering to repay
outstanding indebtedness under two credit facilities with First Bank National
Association (the "Credit Facilities"). The Credit Facilities bear interest at
LIBOR plus 1.50% (7.21% at June 30, 1997) and mature in June 1998. The balance
of the net proceeds of the Offering will be used for general corporate purposes,
including possible future acquisitions and the development of enclosed mall
shopping centers.
FEDERAL INCOME TAX CONSIDERATIONS
The provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), pertaining to REITs are highly technical and complex. The following is
a summary of the material provisions which currently govern the federal income
tax treatment of the Company and its stockholders. For the particular provisions
which govern the federal income tax treatment of the Company and its
stockholders, reference is made to Sections 856 through 860 of the Code and the
United States Treasury Regulations ("Treasury Regulations") promulgated
thereunder. The following summary is qualified in its entirety by such
reference. This discussion does not address foreign, state or local taxation
considerations or issues that arise as a result of an investor's special
circumstances or special status under the Code.
Investors are urged to consult their own tax advisors with respect to the
tax consequences arising under federal law and the laws of any state,
municipality or other taxing jurisdiction. Foreign investors should consult
their own tax advisors concerning the tax consequences of an investment in the
Company including the possibility of U.S. income tax withholding on Company
distributions.
In the opinion of Neal, Gerber & Eisenberg, tax counsel to the Company,
commencing with its taxable year ended December 31, 1993, the Company has been
organized and operated in a manner that has enabled it to qualify as a REIT
under Sections 856 through 860 of the Code, and its proposed method of operation
will enable it to continue to so qualify. Investors should be aware, however,
that opinions of counsel are not binding on the Internal Revenue Service or any
court. Accordingly, no assurance can be given that the Company has
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<PAGE> 5
so qualified or will continue to so qualify. The Company's ability to qualify as
a REIT under the requirements of the Code and the Treasury Regulations
promulgated thereunder is dependent upon actual operating results.
To qualify as a REIT under the Code for a taxable year, the Company must
meet certain organizational and operational requirements, which generally
require it to be a passive investor in operating real estate and to avoid
excessive concentration of ownership of its stock. First, its principal
activities must be real estate related. Generally, at least 75% of the value of
the total assets of the Company at the end of each calendar quarter must consist
of real estate assets, cash or governmental securities. The Company may not own
more than 10% of the outstanding voting securities of any corporation and the
value of any one issuer's securities may not exceed 5% of the Company's gross
assets; shares of qualified REITs and of certain wholly owned subsidiaries are
exempt from this prohibition. The Company holds all of the outstanding preferred
stock of General Growth Management, Inc. ("GGMI"), currently representing a 100%
economic interest therein. In the opinion of tax counsel, based on certain
factual representations, the Company's ownership in GGMI will not cause it to
violate the 5% value or 10% voting stock test. Additionally, gross income from
the sale or other disposition of stock and securities held for less than one
year, the sale or other disposition of real property held for less than four
years and from certain other sources must constitute less than 30% of the gross
income for each taxable year of a REIT. For each taxable year, at least 75% of a
REIT's gross income must be derived from specified real estate sources and 95%
must be derived from such real estate sources plus certain other permitted
sources. Real estate income for purposes of these requirements includes gains
from the sale of real property not held primarily for sale to customers in the
ordinary course of business, dividends on REIT shares, interest on loans secured
by mortgages on real property, certain rents from real property and income from
foreclosure property. For rents to qualify, they may not be based on the income
or profits of any person, except that they may be based on a percentage or
percentages of gross income or receipts, and, subject to certain limited
exceptions, the REIT may not manage the property or furnish services to
residents except through an independent contractor which is paid an arms'-length
fee and from which the REIT derives no income.
For the Company to remain qualified as a REIT, no more than 50% in value of
the outstanding Capital Stock including, in some circumstances, stock into which
outstanding securities might be converted, may be owned actually or
constructively by five or fewer individuals (as defined in the Code to include
certain entities) at any time during the last half of the Company's taxable
year. Accordingly, the Certificate of Incorporation of the Company, as amended,
contains provisions restricting the acquisition of shares of Capital Stock. See
"Description of Common Stock -- Restrictions on Transfer" in the accompanying
Prospectus.
So long as the Company qualifies for taxation as a REIT and distributes at
least 95% of the sum of (a) its REIT taxable income (as computed without regard
to net capital gains or the dividends-paid deduction) and (b) its net income
(after tax) from foreclosure property for its taxable year to its stockholders
annually, the Company itself will not be subject to Federal income tax on that
portion of such income distributed to stockholders. The Company will be taxed at
regular corporate rates on all income not distributed to stockholders. The
Company's policy is to distribute at least 95% of the sum of its REIT taxable
income and net income from foreclosure property. REITs may also incur taxes for
certain other activities or to the extent distributions do not satisfy certain
other requirements.
In the case of a REIT which is a partner in a partnership, such as the
Company, Treasury Regulations provide that the REIT will be deemed to own its
proportionate share of the assets of the partnership and will be deemed to earn
the income of the partnership attributable to such share. In addition, for
purposes of satisfying the asset and income tests described above, the character
of the gross income and assets in the hands of the partnership remains the same
when allocated to the REIT. Accordingly, the Company's proportionate share of
the assets, liabilities and items of income of the Operating Partnership will be
treated as assets, liabilities, and items of income of the Company for purposes
of qualifying as a REIT.
Failure of the Company to qualify during any taxable year as a REIT could,
unless certain relief provisions were available, have a material adverse effect
upon investors. If disqualified for taxation as a REIT for a taxable year, the
Company would also be disqualified for taxation as a REIT for the next four
taxable years, unless the failure was due to reasonable cause rather than
willful neglect and certain other conditions are met. The Company would be
subject to Federal income tax at corporate rates on all of its taxable income
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and would not be able to deduct the dividends paid, which could result in a
discontinuation of or substantial reduction in dividends to stockholders.
Dividends would also be subject to the regular tax rules applicable to dividends
received by stockholders of corporations. Should the failure to qualify be
determined to have occurred retroactively in an earlier tax year of the Company,
the imposition of a substantial Federal income tax liability on the Company
attributable to such nonqualifying tax years may adversely affect the Company's
ability to pay dividends. In the event that the Company fails to meet certain
income tests of the tax law, it may, generally, nonetheless retain its
qualification as a REIT if it pays a 100% tax on the amount by which it failed
to meet the income tests so long as its failure was due to reasonable cause and
not willful neglect. Any such taxes would adversely affect the Company's ability
to pay dividends.
As long as the Company qualifies as a REIT, distributions made to its
taxable domestic stockholders out of current or accumulated earnings and profits
(and not designated as capital gain dividends) will be taxable to such
stockholders as ordinary income. Corporate stockholders will not be entitled to
the dividends-received deduction with respect to distributions by the Company.
Distributions that are designated as capital gain dividends will be taxable to
stockholders as long-term capital gains (to the extent they do not exceed the
Company's actual net capital gain for the taxable year) without regard to the
period for which the stockholder has held its stock. However, corporate
stockholders may be required to treat up to 20% of certain capital gain
dividends as ordinary income. Distributions by the Company in excess of its
current and accumulated earnings and profits will not be taxable to a
stockholder to the extent that such distributions do not exceed the adjusted
basis of the stockholder's shares, but rather, will be a nontaxable reduction in
a stockholder's adjusted basis in such shares to the extent thereof and
thereafter will be taxed as capital gain.
Stockholders may not include in their individual income tax returns any net
operating losses or capital losses of the Company. Instead, such losses would be
carried over by the Company for potential offset against its future income
(subject to certain limitations). Taxable distributions from the Company and
gain from the disposition of the Capital Stock will not be treated as passive
activity income and, therefore, stockholders generally will not be able to apply
any "passive activity losses" (such as losses from certain types of limited
partnerships in which the stockholder is a limited partner) against such income.
In addition, taxable distributions from the Company generally will be treated as
investment income for purposes of the investment interest limitations; gain
arising from the sale or other disposition of capital stock, however, will not
be treated as investment income unless the stockholder elects to have the gain
taxed at ordinary income rates. The Company will notify the stockholders after
the close of the Company's taxable year as to the portions of the distributions
attributable to that year that constitute ordinary income, return of capital,
and capital gain. In general, any gain or loss realized upon a taxable
disposition of the Capital Stock by a stockholder who is not a dealer in
securities will be treated as long-term capital gain or loss if the Capital
Stock has been held for more than one year and otherwise as short-term capital
gain or loss. However, any loss upon a sale or exchange of Capital Stock by a
stockholder who has held such stock for six months or less (after applying
certain holding period rules) will be treated as a long-term capital loss to the
extent of distributions from the Company required to be treated by such
stockholder as long-term capital gain. All or a portion of any loss realized
upon a taxable disposition of the Capital Stock may be disallowed if other
shares of the Capital Stock are purchased within 30 days before or after the
disposition.
The Company will report to its domestic stockholders and to the IRS the
amount of dividends paid during each calendar year, and the amount of tax
withheld, if any. Under the backup withholding rules, a stockholder may be
subject to backup withholding at the rate of 31% with respect to dividends paid
unless such holder: (a) is a corporation or comes within certain other exempt
categories and when required demonstrates this fact, or (b) provides a taxpayer
identification number, certifies as to no loss of exemption from backup
withholding, and otherwise complies with applicable requirements of the backup
withholding rules. A stockholder that does not provide the Company with a
correct taxpayer identification number may also be subject to penalties imposed
by the IRS. Any amount paid as backup withholding will be creditable against the
stockholder's income tax liability. In addition, the Company may be required to
withhold a portion of capital gain distributions to any stockholders that fail
to certify their non-foreign status to the Company.
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PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS
The Common Stock is listed on the NYSE under the symbol "GGP." The
following table sets forth, for the periods indicated, the high and low closing
sale prices of the Common Stock as reported by the NYSE, and the distributions
per share declared for such periods.
<TABLE>
<CAPTION>
HIGH LOW DISTRIBUTIONS
---- --- -------------
<S> <C> <C> <C>
1995
1st Quarter..................................... $22.63 $20.38 $.41
2nd Quarter..................................... 21.75 19.38 .41
3rd Quarter..................................... 20.63 19.00 .41
4th Quarter..................................... 21.63 18.50 .43
1996
1st Quarter..................................... $24.00 $20.63 $.43
2nd Quarter..................................... 24.63 22.63 .43
3rd Quarter..................................... 26.00 23.50 .43
4th Quarter..................................... 32.75 23.88 .43
1997
1st Quarter..................................... $32.13 $30.25 $.45
2nd Quarter..................................... 33.75 31.13 .45
3rd Quarter (through August 4).................. 35.75 32.50 --
</TABLE>
On August 4, 1997, the last reported sale price of the Common Stock on the
NYSE was $34.75.
Future distributions by the Company will be at the discretion of the Board
of Directors and will depend on the actual cash flow of the Company, its
financial condition, capital requirements, the annual distribution requirements
under the REIT provisions of the Code and such other factors as the Board of
Directors deems relevant.
The Company has a dividend reinvestment program under which common
stockholders may elect to automatically reinvest their dividends in, as well as
make optional cash contributions for, shares of Common Stock. The dividend
reinvestment program is administered by Norwest Bank Minnesota, N.A. which
arranges for the purchase of shares of Common Stock in the open market based on
the directions of the participants enrolled in the program.
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement
and the related Pricing Agreement (collectively, the "Underwriting Agreement"),
the Company has agreed to sell to Lehman Brothers Inc., and Lehman Brothers Inc.
has agreed to purchase from the Company, 4,000,000 shares of Common Stock.
Under the terms and conditions of the Underwriting Agreement, the
Underwriter is committed to take and pay for all of the Common Stock included in
the Offering, if any are taken.
The Underwriter proposes to offer the 4,000,000 shares of Common Stock
included in the Offering from time to time for sale in one or more transactions
on the NYSE, in the over-the-counter market or otherwise, at market prices
prevailing at the time of sale, at prices related to prevailing market prices,
or at negotiated prices, subject to prior sale when, as and if delivered to and
accepted by the Underwriter. In connection with the sale of the 4,000,000 shares
of Common Stock included in the Offering, the Underwriter may be deemed to have
received compensation from the Company in the form of underwriting discounts.
The Underwriter may effect such transactions by selling Common Stock to or
through dealers, and such dealers may receive compensation in the form of
discounts, concessions or commissions from the Underwriter and/or the purchasers
of such Common Stock for whom they may act as agents or to whom they may sell as
principal.
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In connection with the Offering, the rules of the Securities and Exchange
Commission permit the Underwriter and certain selling group members to bid for
and purchase shares of Common Stock. As an exception to these rules, the
Underwriter is permitted to engage in certain transactions that stabilize the
price of the Common Stock. Such transactions may consist of bids or purchases
for the purpose of pegging, fixing or maintaining the price of the Common Stock.
If the Underwriter creates a short position in the Common Stock in
connection with the Offering (i.e., if the Underwriter sells more shares of
Common Stock than are set forth on the cover page of this Prospectus), the
Underwriter may reduce that short position by purchasing shares of Common Stock
in the open market. The Underwriter also may elect to reduce any short position
by exercising all or part of the over-allotment option described herein.
In general, purchases of a security for the purpose of stabilization or to
reduce a syndicate short position could cause the price of the security to be
higher than it might otherwise be in the absence of such purchases. The
imposition of a penalty bid might have an effect on the price of a security to
the extent that it were to discourage resales of the security by purchasers in
the Offering.
Neither the Company nor the Underwriter makes any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of the Common Stock. In addition, neither
the Company nor the Underwriter makes any representation that the Underwriter
will engage in such transactions or that such transactions, once commenced, will
not be discontinued without notice.
The Company has granted the Underwriter an option, exercisable for 30 days
after the date of this Prospectus Supplement, to purchase up to 600,000
additional shares of Common Stock solely to cover over-allotments, if any.
The Company has agreed that, for a period of 90 days from the date of this
Prospectus Supplement, it will not, directly or indirectly, offer for sale,
contract to sell, sell or otherwise dispose of any Common Stock or securities
convertible into or exercisable or exchangeable for Common Stock in an
underwritten offering to the public (other than the shares offered hereby and
any Operating Partnership units or Common Stock that may be issued in connection
with any acquisition of a property or business), or sell or grant options,
rights or warrants with respect to any Common Stock (except pursuant to
customary compensation arrangements and employee benefit plans) without the
prior written consent of the Underwriter.
The Company and the Operating Partnership have agreed to indemnify the
Underwriter against certain liabilities, including liabilities under the
Securities Act of 1933.
LEGAL MATTERS
The validity of the issuance of the shares of Common Stock pursuant to this
Prospectus Supplement will be passed upon for the Company by Neal, Gerber &
Eisenberg, Chicago, Illinois. Certain legal matters relating to the Offering
will be passed upon for the Underwriter by Rogers & Wells, New York, New York.
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NO DEALER, SALES PERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR THE UNDERWRITER. THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO
BUY, THE COMMON STOCK IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS NOT BEEN
ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS SUPPLEMENT OR THE
ACCOMPANYING PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
---------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
PROSPECTUS SUPPLEMENT
The Company............................ S-3
The Offering........................... S-3
Recent Operating Results............... S-4
Use of Proceeds........................ S-4
Federal Income Tax Considerations...... S-4
Price Range of Common Stock and
Distributions........................ S-7
Underwriting........................... S-7
Legal Matters.......................... S-8
PROSPECTUS
Available information.................. 2
Incorporation of Certain Documents by
Reference............................ 2
The Company............................ 3
Use of Proceeds........................ 3
Consolidated Ratio of Earnings to Fixed
Charges and Preferred Stock
Dividends............................ 3
Capital Stock.......................... 4
Description of Common Stock............ 4
Description of Preferred Stock......... 7
Description of Depositary Shares....... 10
Description of Common Stock Warrants... 12
Plan of Distribution................... 13
Validity of Securities................. 14
</TABLE>
======================================================
======================================================
4,000,000 SHARES
GENERAL GROWTH
PROPERTIES, INC.
COMMON STOCK
(PAR VALUE $.10 PER SHARE)
---------------------------
PROSPECTUS SUPPLEMENT
August 4, 1997
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LEHMAN BROTHERS
======================================================
