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PROSPECTUS
577,680 SHARES
GENERAL GROWTH PROPERTIES, INC.
COMMON STOCK
(PAR VALUE $.10 PER SHARE)
This Prospectus relates to 577,680 shares (the "Shares") of Common
Stock, par value $.10 per share (the "Common Stock"), of General Growth
Properties, Inc. (the "Company"). The Shares will be offered for sale or
otherwise transferred from time to time by the stockholder named herein (the
"Selling Stockholder") 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 Stockholder
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
Stockholder 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 Stockholder
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 Stockholder. The Company will pay all expenses incurred in
connection with this offering, other than underwriting discounts and selling
commissions. See "Plan of Distribution."
The Shares initially were sold by the Company to Smith Barney Inc.
which thereafter deposited them with the Trustee of the Equity Focus Trusts -
REIT Portfolio Series, 1997 (the "Trust"), a registered unit investment trust
under the Investment Company Act of 1940, to which Smith Barney Inc. acts as
sponsor and depositor, in exchange for units.
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 February 4, 1998 was $36-5/8 per share.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is February 5, 1998.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the Public
Reference Room of the Commission, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549 and at the Commission's regional offices at Seven World Trade Center,
Suite 1300, New York, New York 10048 and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can be
obtained from the Public Reference Room of the Commission, 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, at prescribed rates. Such materials
also may be accessed electronically by means of the Commission's home page on
the Internet at http://www.sec.gov. The Company's Common Stock is listed on the
NYSE and such reports, proxy statements and other information also can be
inspected at the offices of the NYSE, 20 Broad Street, 17th Floor, New York, New
York 10005.
The Company has filed with the Commission a Registration Statement on
Form S-3 (the "Registration Statement") under the Act, with respect to the
shares of Common Stock offered hereby. This Prospectus, which constitutes a part
of the Registration Statement, does not contain all of the information set forth
in the Registration Statement, certain items of which are contained in schedules
and exhibits to the Registration Statement as permitted by the rules and
regulations of the Commission. Statements made in this Prospectus as to the
contents of any contract, agreement or other document referred to are not
necessarily complete. With respect to each such contract, agreement or other
document filed as an exhibit to the Registration Statement, reference is made to
the exhibit for a more complete description of the matter involved, and each
such statement shall be deemed qualified in its entirety by such reference.
Items and information omitted from this Prospectus but contained in the
Registration Statement may be inspected and copied at the Public Reference Room
of the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Exchange Act are incorporated in this Prospectus by reference
and are made a part hereof:
1. Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, as amended by Form 10-K/A dated January 15, 1998 (the
"Company 10-K");
2. Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997, as amended by Form 10-Q/A dated January 15, 1998;
3. Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997, as amended by Form 10-Q/A dated January 15, 1998;
4. Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997, as amended by Form 10-Q/A dated January 15, 1998;
5. Current Report on Form 8-K, dated January 16, 1997,
as amended by Form 8-K/A dated February 18, 1997 and as further amended
by a Form 8-K/A dated January 15, 1998;
6. Current Report on Form 8-K dated July 2, 1997, as
amended by Form 8-K/A dated August 28, 1997;
7. Current Report on Form 8-K dated August 18, 1997;
8. 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
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9. 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. 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 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 35 enclosed mall shopping centers, a 51% interest in two other enclosed
mall shopping centers, a 50% interest in two additional enclosed mall shopping
centers and a 100% interest in one property under development. These properties
contain an aggregate of approximately 30.1 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 24 shopping centers containing
an aggregate of approximately 22.0 million square feet of GLA. The Operating
Partnership also owns 95% of the non-voting preferred stock of General Growth
Management, Inc., a company which manages, leases, develops and operates
enclosed malls. The Company has qualified as a real estate investment trust
(a "REIT") for federal income tax purposes.
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 STOCKHOLDER
The following table sets forth (i) the name of the Selling Stockholder,
(ii) the number of shares of Common Stock currently beneficially owned by the
Selling Stockholder and (iii) the number of such shares of Common Stock which
will be beneficially owned by the Selling Stockholder after the offering,
assuming the sale of all the Shares set forth in (ii) above:
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<TABLE>
<CAPTION>
Beneficial Shares Beneficial
Ownership to Be Ownership
Selling Stockholder Prior to Offering Offered (1) After Offering (1)
- ------------------- ----------------- ----------- ------------------
<S> <C> <C> <C>
The Equity Focus Trusts -
REIT Portfolio Series, 1997 577,680 577,680 --
</TABLE>
(1) The exact number of Shares to be sold by the Selling Stockholder at any time
or from time to time cannot currently be determined.
See the cover page of this Prospectus for information regarding the
relationship between the Company and the Selling Stockholder.
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 the Purchaser's or the
Trust's special circumstances or special status under the Code.
Prospective 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.
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. No assurance can be given, however,
that the Company has 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 security 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.
The Taxpayer Relief Act of 1997, enacted August 5, 1997 (the "Taxpayer
Relief Act") repeals the 30% gross income for taxable years after its
enactment. Thus, the 30% gross income requirement will no longer apply after
the Company's taxable year ending December 31, 1997. 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
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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. In addition, the REIT may not manage the property or
furnish services to tenants except through an independent contractor which is
paid an arms'-length fee and from which the REIT derives no income. The
independent contractor requirement, however, does not apply to the extent the
services provided by the REIT are "usually or customarily rendered" in
connection with the rental of space for occupancy only and are not otherwise
rendered to the occupant. The Taxpayer Relief Act provides a de minimis rule
for non-customary services for taxable years beginning after August 5, 1997.
If the value of the non-customary service income with respect to a property
(valued at no less than 150% of the Company's direct costs of performing such
services) is 1% or less of the total income derived from the property, then all
rental income except the non-customary service income will qualify as "rents
from real property." This provision will be effective for the Company's
taxable year ending December 31, 1998.
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".
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 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 the 75% or 95% income tests discussed above, 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 gains from the sale of capital assets held for more than one
year (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
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has held its stock. However, corporate stockholders may be required to treat
up to 20% of certain capital gain dividends as ordinary income. The Taxpayer
Relief Act provides that, beginning with the Company's taxable year ending
December 31, 1998, if the Company elects to retain and pay income tax on any
net long-term capital gain, stockholders of the Company would include in their
income as long-term capital gain their proportionate share of such net
long-term capital gain. Stockholders would also receive a refundable tax
credit for their proportionate share of the tax paid by the Company on such
retained capital gains and increase their basis in the stock of the Company in
an amount equal to the difference between the undistributed long-term capital
gains and the amount of the tax paid by the Company. 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. The rules
regarding capital gains of stockholders in a REIT are highly complex and
subject to change as a result of technical corrections to the Taxpayer
Relief Act. Accordingly, each prospective investor is urged to consult with
his tax advisor regarding the impact of the capital gain provisions of the
Taxpayer Relief Act on such prospective investor.
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, gain or loss recognized on a taxable disposition of capital
stock by a stockholder who is an individual and who is not a dealer in
securities will be treated as "mid-term" capital gain if the stock has been
held for more than one year but not more than 18 months and "long-term" capital
gain if the stock has been held for more than 18 months. Under current law,
the maximum rate of federal tax on mid-term capital gains is 28% and the
maximum rate of federal tax on long-term capital gains is 20%. Gain recognized
by the Company with respect to property sold before July 29, 1997, will be
taxable to an individual at a maximum federal rate of 28%, if such property has
been held for more than one year. Any loss upon a sale or exchange of
capital stock by a stockholder who has held such stock for six months of
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
Internal Revenue Service (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.
PLAN OF DISTRIBUTION
The Company has been advised by the Selling Stockholder that it 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 Stockholder
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
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<PAGE> 7
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) any other legally available
means. 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 Stockholder
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 Stockholder.
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 Stockholder 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 Smith Barney Inc. and the Selling
Stockholder against certain liabilities, including liabilities under the
Securities Act.
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 and the consolidated financial statements of Westfield
America, Inc. (formerly CenterMark Properties, Inc.) as of December 31, 1995
and for the year ended December 31, 1995 and the periods from February 12, 1994
through December 31, 1994 and from January 1, 1994 through February 11, 1994
have been incorporated by reference herein from the Company's Annual Report
on Form 10-K for the year ended December 31, 1996, as amended by Form
10-K/A dated January 15, 1998, and 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 has been incorporated by
reference herein from the Company's Current Report on Form
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8-K/A, as amended, dated February 18, 1997, as further amended by a Current
Report on Form 8-K/A dated January 15, 1998, 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 consolidated financial statements and financial statement schedule
of Westfield America, Inc. and Subsidiaries (formerly CenterMark Properties,
Inc.) as of December 31, 1996 and for the year then ended have been
incorporated by reference herein from the Company's Annual Report on Form 10-K
for the year ended December 31, 1996, as amended by Form 10-K/A dated January
15, 1998, in reliance upon the report of Ernst & Young LLP, independent
auditors, and upon 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, as amended, dated February 18, 1997,
as further amended by a Current Report on Form 8-K/A dated January 15, 1998,
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
auditing.
The statement of revenues and certain expenses of Market Place Shopping
Center for the year ended December 31, 1996 has been incorporated by reference
herein from the Company's Current Report on Form 8- K/A dated August 28, 1997 in
reliance upon the report of Shepard Schwartz & Harris LLP, independent
accountants, and upon the authority of that firm as experts in accounting and
auditing.
The statement of revenues and certain expenses of Southlake Mall for
the year ended December 31, 1996 has been incorporated by reference herein from
the Company's Current Report on Form 8-K/A dated August 28, 1997 in reliance
upon the report of KPMG Peat Marwick LLP, independent accountants, and upon the
authority of that firm as experts in accounting and auditing.
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NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY, THE SELLING STOCKHOLDER OR ANY BROKER, DEALER OR AGENT. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO
ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
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TABLE OF CONTENTS
PAGE
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Available Information.......................................... 2
Incorporation of Certain Documents
by Reference................................................. 2
The Company.................................................... 3
Use of Proceeds................................................ 3
Selling Stockholder............................................ 3
Federal Income Tax Considerations.............................. 4
Plan of Distribution........................................... 6
Legal Matters.................................................. 7
Experts........................................................ 7
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577,680 SHARES
GENERAL GROWTH
PROPERTIES, INC.
COMMON STOCK
-----------------
PROSPECTUS
-----------------
February 5, 1998
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