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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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 Number)
110 NORTH WACKER
CHICAGO, ILLINOIS
(312) 960-5000
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
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If this form relates to the registration of a If this form relates to the registration of a class
class of securities pursuant to Section 12(b) of securities pursuant to Section 12(g) of the
of the Exchange Act and is effective pursuant Exchange Act and is effective pursuant to General
to General Instruction A.(c), please check the Instruction A.(d), please check the following
following box. [X] box. [X]
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Securities Act registration statement file number to which this form relates:
333-37247
Securities to be registration pursuant to Section 12(b) of the Act:
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Title of Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Depositary Shares, each representing 1/40 of The New York Stock Exchange, Inc.
a share of 7.25% Preferred Income Equity
Redeemable Stock, Series A
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Securities to be registered pursuant to Section 12(g) of The Act:
7.25% Preferred Income Equity Redeemable Stock, Series A, $100 par value
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The descriptions of the Company's Depositary Shares, each representing
1/40 of a share of the Company's 7.25% Preferred Income Equity Redeemable
Stock, Series A, par value $100 per share (the "Series A Preferred Stock"), and
Series A Preferred Stock under the headings "Description of the PIERS" and
"Description of the Depositary Shares" set forth in the Prospectus which
constitutes a part of the Company's Registration Statement on Form S-3 filed by
the Company pursuant to the Securities Act of 1933, as amended (File No.333-
37247), and which is contained in the Supplement thereto filed pursuant to Rule
424(b) under the Securities Act, are hereby incorporated by reference. The
Company has filed an application to list the Depositary Shares to which this
Form 8-A applies with The New York Stock Exchange, Inc. (the "NYSE"), and copies
of such descriptions have been filed with the NYSE.
ITEM 2. EXHIBITS.
Exhibit No. Description
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4.1 Form of Certificate of Designations relating to the
Company's 7.25% Preferred Income Equity Redeemable
Stock, Series A*
4.2 Form of Deposit Agreement among the Company, Norwest
Bank Minnesota, N.A., as depositary, and the holders from
time to time of Depositary Receipts representing Depositary
Shares*
4.3 Form of depositary receipt for the Depositary Shares
(included in exhibit 4.2 herein)
4.4 Form of stock certificate for shares of the 7.25% Preferred
Income Equity Redeemable Stock, Series A*
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* Incorporated by reference to the Company's Current Report on Form 8-K
dated June 4, 1998.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
GENERAL GROWTH PROPERTIES, INC.
By: /s/ Bernard Freibaum
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Name: Bernard Freibaum
Title: Executive Vice President nad
Chief Financial Officer
Dated: June 4, 1998
