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OMB Number 3235-0145
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
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General Growth Properties, Inc.
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(Name of Issuer)
Common Stock, $.10 par value
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(Title of Class of Securities)
370021107
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(CUSIP Number)
December 31, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosure provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
Notes).
(Continued on following pages (s))
Page 1 of 5
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CUSIP NO. 370021107 13G Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GENERAL TRUST COMPANY
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) []
(b) []
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
South Dakota
NUMBER
OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 11,164,394**
OWNED BY 6 SHARED VOTING POWER
EACH -0-
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 11,164,394**
WITH 8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,164,394**
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9).
22.4%**
12 TYPE OF REPORTING PERSON *
BK
* SEE INSTRUCTIONS BEFORE FILLING OUT!
** Includes 10,829,947 shares of common stock, par value $.10 per share (the
"Common Stock") of General Growth Properties, Inc. (the "Company") issuable
upon conversion of certain limited partnership interests in GGP Limited
Partnership (the "Operating Partnership").
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CUSIP NO. 370021107 SCHEDULE 13G PAGE 3 OF 5
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Item 1 (b). Name Of Issuer.
General Growth Properties, Inc.
Item 1 (b). Address Of Issuer's Principal Executive Offices.
110 North Wacker Drive
Chicago, Illinois 60606
Item 2 (a). Name Of Person Filing.
General Trust Company
Item 2 (b). Address Of Principal Business Office or, if none, Residence.
401 W. 41st Street, 04A
Empire Mall
Sioux Falls, SD 57116
Item 2 (c). Citizenship.
South Dakota
Item 2 (d). Title Of Class of Securities.
Common Stock, $.10 par value (the "Common Stock")
Item 2 (e). CUSIP Number.
370021107
Item 3. If this Statement is Filed Pursuant to Rules 13d-1(b), Or 13d-2(b),
Check Whether Person Filing is a
[X] Bank as defined in Section 3(a)(6) of the Act.
Item 4. Ownership.
(a) Amount Beneficially Owned:
11,164,394 shares of Common Stock**
(b) Percent Of Class.
22.4%
(c) Number of shares as to which such person has
(i) sole power to vote or to direct the vote
11,164,394**
(ii) shared power to vote or to direct the vote
-0-
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** Includes 10,829,947 shares of Common Stock issuable upon conversion
of certain limited partnership interests in the Operating Partnership.
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CUSIP NO. 370021107 SCHEDULE 13G PAGE 4 OF 5
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(iii) sole power to dispose or to direct the disposition of
11,164,394**
(iv) shared power to dispose or to direct the disposition of
-0-
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Held by the Reporting Person solely in its capacity as trustee
of trusts. The beneficiaries of the trusts are members of the
bucksbaum family which, for purposes hereof, includes the descendants
of Martin, Matthew and Maurice Bucksbaum.
Item 7. Identification and Classification of the Subsidiary which Acquired
the Security Being Reported or By the Parent Holding Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of
and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such purposes or
effect.
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** Includes 10,829,947 shares of Common Stock issuable upon conversion
of certain limited partnership interests in the Operating Partnership.
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CUSIP NO. 370021107 SCHEDULE 13G PAGE 5 OF 5
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
Correct.
Dated: February 12, 1999
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GENERAL TRUST COMPANY
By: /s/ Marshall E. Eisenberg
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Its: President
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