<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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 No.)
110 NORTH WACKER DRIVE
CHICAGO, ILLINOIS 60606
(Address of principal executive offices) (zip code)
GENERAL GROWTH PROPERTIES, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
MARSHALL E. EISENBERG, ESQ.
NEAL, GERBER & EISENBERG
TWO NORTH LASALLE STREET - SUITE 2200
CHICAGO, ILLINOIS 60602
(Name and address of agent for service)
312/269-8000
(Telephone number, including area code, of agent for service)
-----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
TITLE OF SECURITIES AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED (1) TO BE REGISTERED (2) OFFERING PRICE PER UNIT AGGREGATE OFFERING PRICE REGISTRATION FEE
===================================================================================================================================
<S> <C> <C> <C> <C>
Common Stock,
$.10 par value 500,000 $37.84375(3) $18,921,875(3) $5,261
===================================================================================================================================
</TABLE>
(1) This Registration Statement also includes preferred share purchase rights,
which are attached to all shares of Common Stock issued, pursuant to the
terms of the Registrant's Shareholder Rights Plan, dated November 18,
1998. Until the occurrence of certain prescribed events, the rights are
not exercisable, are evidenced by the certificates for the Common Stock
and will be transferred with and only with such stock. Because no separate
consideration is paid for the rights, the registration fee therefor is
included in the fee for the Common Stock. This Registration Statement also
relates to such additional shares as may be issuable as a result of
certain adjustments including, without limitation, stock dividends, stock
splits and distributions of options, warrants, convertible securities,
evidences of indebtedness or assets.
(2) The number of shares of Common Stock to be registered consists of the
aggregate number of shares which may be sold pursuant to the General
Growth Properties, Inc. Employee Stock Purchase Plan (the "Plan"). The
maximum number of shares which may be sold under the Plan is subject to
adjustment in accordance with certain anti-dilution and other provisions
of the Plan.
(3) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(c) and 457(h) under the Securities Act of 1933,
as amended, on the basis of the average of the high and low prices of the
Common Stock as reported on The New York Stock Exchange on May 27, 1999.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed by General Growth
Properties, Inc., a Delaware corporation (the "Company"), with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), are incorporated in this
Registration Statement by reference and are made a part hereof:
a. Annual Report on Form 10-K for the fiscal year ended December 31,
1998, dated March 19, 1999;
b. Quarterly Report on Form 10-Q for the quarter ended March 31, 1999,
dated May 10, 1999;
c. Current Report on Form 8-K dated March 18, 1999;
d. The portions of the Company's Proxy Statement for its 1999 Annual
Meeting of Stockholders that have been incorporated by reference into
the Company's Annual Report on Form 10-K;
e. The description of the Company's 7.25% Preferred Income Equity
Redeemable Stock, Series A, par value $100 per share, which is
contained in the Registration Statement on Form 8-A filed by the
Company with the Commission on June 5, 1998, pursuant to Section 12(b)
of the Exchange Act;
f. 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; and
g. 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 November 18, 1998, pursuant to Section 12(b) of the
Exchange Act.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be made a part
hereof from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Certain partners of, attorneys associated with and/or of counsel to
Neal, Gerber & Eisenberg, counsel to the Company, beneficially own shares of
Common Stock and preferred stock of the Company. In addition, Marshall E.
Eisenberg, a partner of Neal, Gerber & Eisenberg, is Secretary of the Company.
<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
In the Company's Amended and Restated Certificate of Incorporation, as
amended (the "Certificate"), the Company has adopted (a) the provisions of
Section 102(b)(7) of the Delaware General Corporation Law ("DGCL"), which
enables a corporation in its certificate of incorporation or an amendment
thereto to eliminate or limit the personal liability of a director for monetary
damages for breach of the director's fiduciary duty, except (i) for any breach
of the director's duty of loyalty to the corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL
(providing for liability of directors for unlawful payment of dividends or
unlawful stock purchases or redemptions) or (iv) for any transaction from which
a director derived an improper personal benefit and (b) the provisions of
Section 145 of the DGCL, which provide that a corporation may indemnify any
persons, including officers and directors, who are, or are threatened to be
made, parties to any threatened, pending or completed legal action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation), by reason of the fact that
such person was an officer, director, employee or agent of the corporation, or
is or was serving as the request of such corporation as a director, officer,
employee, or agent of another corporation or enterprise. The indemnity may
include expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, provided such officer, director, employee or
agent acted in good faith and in a manner he reasonably believed to be in or not
opposed to the corporation's best interest and, with respect to criminal
proceedings, had no reasonable cause to believe that his conduct was unlawful. A
Delaware corporation may indemnify officers or directors in an action by or in
the right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against expenses
(including attorneys' fees) that such officer or director actually and
reasonably incurred.
The Company has entered into indemnification agreements with each of
its officers and directors. The indemnification agreements, among other things,
require the indemnification of the Company's officers and directors to the
fullest extent permitted by law, and require that the Company advance to the
officers and directors all related expenses, subject to reimbursement if it is
subsequently determined that indemnification is not permitted. Such
indemnification agreements also provide for the indemnification and advance of
all expenses incurred by officers and directors seeking to enforce their rights
under the indemnification agreements, and require the Company to cover officers
and directors under the Company's directors' and officers' liability insurance.
Although the indemnification agreements offer substantially the same scope of
coverage afforded by provisions in the Certificate and the Bylaws, such
agreements provide greater assurance to directors and officers that
indemnification will be available, because, as a contract, it cannot be modified
unilaterally in the future by the Board of Directors or by the stockholders to
eliminate the rights they provide.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit
Number Description
------ -----------
4.1 Form of Common Stock certificate (incorporated by reference to
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998 (Commission File No. 1-11656).
4.2 Form of General Growth Properties, Inc. Employee Stock Purchase
Plan.
5.1 Opinion of Neal, Gerber & Eisenberg, counsel for the Company.
2
<PAGE> 4
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Neal, Gerber & Eisenberg (included in Exhibit 5.1).
24.1 Powers of Attorney of certain officers and directors of the
Company (included on signature page).
ITEM 9. UNDERTAKINGS
The Company hereby undertakes:
1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement which includes any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act"), each post-effective
amendment to this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
4. That, for purposes of determining any liability under the Securities
Act, each filing of the Company's annual report pursuant to Sections 13(a) or
15(d) of the Exchange Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on May 28, 1999.
GENERAL GROWTH PROPERTIES, INC.
(Registrant)
By: /s/ Matthew Bucksbaum
-----------------------------------------------
Matthew Bucksbaum
Chairman of the Board and Chief Executive Officer
We, the undersigned officers and directors of the Company, hereby
severally constitute Matthew Bucksbaum, Robert Michaels and Bernard Freibaum,
and each of them singly, our true and lawful attorneys with full power to them,
and each of them singly, to sign for us and in our names in the capacities
indicated below, any and all amendments, including post-effective amendments, to
this Registration Statement, and generally to do all such things in our name and
behalf in such capacities to enable the Company to comply with the applicable
provisions of the Securities Act and all requirements of the Commission, and we
hereby ratify and confirm our signatures as they may be signed by our said
attorneys above, or any of them, to any and all such amendments.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below on May 28, 1999, by the following persons in the
capacities indicated:
Signature Title
- --------- -----
/s/ Matthew Bucksbaum
- ------------------------ Chairman of the Board, Chief Executive Officer
Matthew Bucksbaum and Director (Principal Executive Officer)
/s/ Robert Michaels
- ------------------------ President and Director
Robert Michaels
/s/ John Bucksbaum
- ------------------------ Executive Vice President and Director
John Bucksbaum
/s/ Bernard Freibaum
- ------------------------ Executive Vice President and Chief Financial Officer
Bernard Freibaum (Principal Financial and Accounting Officer)
- ------------------------ Director
Anthony Downs
/s/ Morris Mark
- ------------------------ Director
Morris Mark
4
<PAGE> 6
/s/ Beth Stewart
- ------------------------ Director
Beth Stewart
/s/ A. Lorne Weil
- ------------------------ Director
A. Lorne Weil
5
<PAGE> 7
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
--- -----------
4.1 Form of Common Stock certificate (incorporated by reference to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998 (Commission File No. 1-11656).
4.2 Form of General Growth Properties, Inc. Employee Stock Purchase Plan.
5.1 Opinion of Neal, Gerber & Eisenberg, counsel for the Company.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Neal, Gerber & Eisenberg (included in Exhibit 5.1).
24.1 Powers of Attorney of certain officers and directors of the Company
(included on signature page).
<PAGE> 1
EXHIBIT 4.2
GENERAL GROWTH PROPERTIES, INC.
EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSE.
The purpose of the General Growth Properties, Inc. Employee Stock
Purchase Plan as set forth in this document, as the same may be amended from
time to time (the "Plan"), is to assist employees of General Growth Properties,
Inc., a Delaware corporation (the "Company"), and General Growth Management,
Inc., a Delaware corporation ("GGMI"), in acquiring a stock ownership interest
in the Company, to help such employees provide for their future security and to
encourage them to remain in the employment of the Company and GGMI. This is to
be accomplished by providing employees a continuing opportunity to purchase
shares of common stock of the Company, $.10 par value ("Shares"), through
periodic offerings.
2. DEFINITIONS.
For purposes of the Plan:
(a) "Account" means the non-interest bearing account that the Company
or GGMI shall establish for Participants to which Participants' payroll
deductions pursuant to the Plan shall be credited.
(b) "Agent" means the person or persons appointed by the Board of
Directors of the Company in accordance with Paragraph 3(d).
(c) "Authorization" means the authorization described in Paragraph
5(a) pursuant to which the Participant authorizes payroll deductions to the
Account.
(d) "Code" means the Internal Revenue Code of 1986, as amended.
(e) "Committee" means the committee described in Paragraph 3(a).
(f) "Compensation" means the total amount of compensation for services
paid to a Participant for an Offering Period by the Company or GGMI that would
be reportable on Internal Revenue Service Form W-2, plus amounts which are not
includible in income for federal income tax purposes that a Participant elects
to contribute pursuant to an arrangement described in section 401(k) of the
Code.
(g) "Date of Grant" means the first business day of an Offering
Period.
(h) "Eligible Employee" means any employee of the Company or GGMI who
meets the eligibility requirements of Paragraph 4.
(i) "Fair Market Value" means, on any given date, the closing price of
the Shares on the principal national securities exchange on which the Shares are
listed on such date, or, if the Shares are not listed on any national securities
exchange, the mean between the bid and asked prices of the Shares as reported on
the Nasdaq, or if the Shares are not so reported, the fair market value of the
Shares as determined by the Committee in good
<PAGE> 2
faith. If there are no sales reports or bid or ask quotations, as the case may
be, for a given date, the closest preceding date on which there were sales
reports shall be used.
(j) "Investment Account" means the account established for a
Participant pursuant to Paragraph 9(a) to hold Shares acquired for a Participant
pursuant to the Plan.
(k) "Offering Period" means the six-month periods commencing January 1
and July 1 or such other dates which may be determined by the Committee. The
first Offering Period shall commence July 1, 1999 or such other date which may
be determined by the Committee.
(l) "Participant" means an Eligible Employee who makes an election to
participate in the Plan in accordance with Paragraph 5.
(m) "Purchase Date" means the last business day of an Offering Period.
(n) "Purchase Price" means, with respect to any Offering Period, the
lesser of:
(i) eighty-five percent (85%) percent of the Fair Market
Value of a Share on the Date of Grant of such
Offering Period; or
(ii) eighty-five percent (85%) percent of the Fair Market
Value of a Share on the Purchase Date of such
Offering Period.
(o) "Withdrawal Election" means the notice described in Paragraph 8
which a Participant must deliver to the Company or GGMI upon withdrawal from the
Plan.
3. ADMINISTRATION.
(a) The Compensation Committee of the Board of Directors of the
Company or such other committee as shall be designated by the Board of Directors
of the Company (the "Committee") shall administer the Plan. The Committee shall
consist of two or more members of the Board of Directors appointed by the Board
of Directors to administer the Plan. All Committee members shall serve, and may
be removed, in accordance with the general rules applicable to the Committee.
(b) For purposes of administration of the Plan, a majority of the
members of the Committee (but not less than two) shall constitute a quorum, and
any action taken by a majority of such members of the Committee present at any
meeting at which a quorum is present, or any action approved in writing by all
members of the Committee, shall be the action of the Committee.
(c) Subject to the express provisions of the Plan, the Committee shall
have full discretionary authority to interpret the Plan, to issue rules for
administering the Plan, to change, alter, amend or rescind such rules, and to
make all other determinations necessary or appropriate for the administration of
the Plan. The Committee shall have the discretion to impose a holding period
during which the sale of Shares acquired under the Plan is restricted for a
period of time after purchase; provided that reasonable advance notice is given
to Participants. All determinations, interpretations and constructions made by
the Committee with respect to the Plan shall be final and conclusive. No member
of the Board of Directors or the Committee shall be liable for any action,
determination or omission taken or made in good faith with respect to the Plan
or any right granted thereunder.
(d) The Committee or its delegatee under Section 3(e) may engage an
Agent to perform custodial and record keeping functions for the Plan, such as
holding record title to the Participants' Share certificates, maintaining an
individual Investment Account for each such Participant and providing periodic
account status reports to such Participants.
<PAGE> 3
(e) The Committee shall have full discretionary authority to delegate
ministerial functions to the management of the Company or GGMI.
4. ELIGIBILITY.
All employees of the Company and GGMI shall be eligible to participate
in the Plan, except (a) any employee who has worked less than six (6) months for
the Company and/or GGMI as of the first day of an Offering Period, (b) any
employee who owns stock possessing 5% or more of the total combined voting power
or value of all classes of stock of the Company and/or GGMI or (c) any employee
whose customary employment is 20 hours or less per week. In determining whether
an employee owns 5% or more of the stock of the Company and/or GGMI, the rules
of section 424(d) of the Code shall apply and stock which the employee may
purchase under outstanding options, including rights to purchase stock under the
Plan, shall be treated as stock owned by the employee. An employee shall be
credited with an hour of service for each hour which the employee is paid or
entitled to payment from the Company or GGMI including both hours worked and
paid time off. If no record is kept of an employee's hours, the employee shall
be credited with 190 hours of service for each month worked. Any director of the
Company or GGMI who does not render services to the Company or GGMI in the
status of an employee shall not be eligible to participate in the Plan.
For purposes of this Paragraph 4, the term "employment" shall be
interpreted in accordance with the provisions of Treasury Regulation ?
1.421-7(h) (or any successor thereto).
5. ELECTION TO PARTICIPATE.
(a) Payroll Deduction Authorization. Each Eligible Employee may become
a Participant by submitting to the Company or GGMI during the calendar month
preceding a Date of Grant and no later than five (5) business days before such
Date of Grant, a completed payroll deduction authorization in a form prepared by
the Company (the "Authorization"). An Eligible Employee's Authorization shall
give notice of such Eligible Employee's election to participate in the Plan for
the next following Offering Period and subsequent Offering Periods and shall
specify a percentage (ranging in whole number amounts from no less than 1% to no
more than 10%) of Compensation to be withheld on each payday. The amount
withheld shall not be less than $50.00 per month and the amount withheld shall
not exceed the contribution limit specified in Paragraph 5(b) below. All payroll
deductions shall be made on an after-tax basis. The cash compensation payable to
a Participant for an Offering Period shall be reduced each payday through a
payroll deduction by the percentage amount specified in the Authorization, and
such amount shall be credited to the Participant's Account under the Plan. All
funds credited to Accounts may be used by the Company and GGMI for any corporate
purpose, subject to the Participant's right to withdraw an amount equal to the
balance accumulated in his or her Account as described in Paragraph 8. Funds
credited to Accounts shall not be required to be segregated from the general
funds of the Company or GGMI. Any Authorization shall remain in effect until the
Eligible Employee amends the same pursuant to Paragraph 6, withdraws pursuant to
Paragraph 8 or ceases to be an Eligible Employee pursuant to Paragraph 14.
(b) Contribution Limit. The sum of all regular payroll deductions
authorized under Paragraph 5(a) shall not exceed 10% of the Participant's
Compensation.
(c) No Interest on Funds in Accounts. No interest shall accrue for the
benefit of or be paid to any Participant with respect to funds held in any
Account for such Participant.
6. DEDUCTION CHANGES.
A Participant may increase or decrease his or her payroll deduction by
submitting to the Company or GGMI a new Authorization. The change will become
effective for payroll periods beginning in the next six-month Offering Period.
The new Authorization must be received by the Company or GGMI, as the case may
be, at least five (5) business days before the beginning of the next Offering
Period to be effective.
<PAGE> 4
7. LIMIT ON PURCHASE OF SHARES.
(a) No option granted under the Plan shall permit a Participant to
purchase stock under all employee stock purchase plans of the Company and GGMI
at a rate which, in the aggregate, exceeds $25,000 of Fair Market Value
(determined at the time the rights are granted) for each calendar year in which
the option is outstanding at any time. For purposes of this Paragraph 7:
(i) The right to purchase Shares accrues when the right (or
any portion thereof) first becomes exercisable during the calendar
year;
(ii) Notwithstanding anything contained herein to the
contrary, in no case shall any Participant accrue a right to purchase
a number of Shares for any calendar year that would have a Fair Market
Value in excess of $25,000. For purposes of the preceding sentence,
the determination of the Fair Market Value of any Shares is made as of
the first day of the Offering Period applicable to such Shares; and
(iii) A right to purchase Shares that has accrued under one
grant of rights under the Plan may not be carried over to any other
grant of rights under the Plan or any other plan.
(b) No Eligible Employee may be granted a right to purchase Shares
under the Plan if, immediately following such grant, such Eligible Employee
would own stock possessing 5% or more of the total combined voting power or
value of all classes of stock of the Company. In determining stock ownership for
purposes of the preceding sentence, the rules of section 424(d) of the Code
shall apply and stock that the Eligible Employee may purchase under outstanding
options, including rights to purchase stock under the Plan, shall be treated as
stock owned by the Participant.
8. WITHDRAWAL OF FUNDS.
Any Participant may withdraw from participation under the Plan at any
time except that no Participant may withdraw during the last ten (10) days of
any Offering Period. A Participant who wishes to withdraw from the Plan must
deliver to the Company or GGMI a notice of withdrawal in a form prepared by the
Company (the "Withdrawal Election") not later than ten (10) days prior to the
Purchase Date during any Offering Period. Upon receipt of a Participant's
Withdrawal Election, the Company or GGMI shall pay to the Participant the amount
of the balance in the Participant's Account in cash in one lump sum within
thirty (30) days, without interest thereon. Partial withdrawal shall not be
permitted. Upon receipt of a Withdrawal Election, the Participant shall cease to
participate in the Plan. Any such withdrawing Participant may again commence
participation in the Plan in a subsequent Offering Period by submitting to the
Company or GGMI an Authorization pursuant to Paragraph 5(a) hereof.
9. METHOD OF PURCHASE AND INVESTMENT ACCOUNTS.
(a) Exercise of Option for Shares. Each Participant having funds
credited to an Account on a Purchase Date shall be deemed, without any further
action, to have exercised on such Purchase Date the option to purchase from the
Company or GGMI the number of whole Shares that the funds in such Account would
purchase at the Purchase Price, subject to the limit:
(i) on the aggregate number of Shares that may be made
available for purchase to all Participants under the Plan; and
<PAGE> 5
(ii) on the number of Shares that may be made available for
purchase to any individual Participant, as set forth in Paragraphs
5(b) and 7.
Such option shall be deemed exercised if the Participant does not withdraw such
funds at least ten (10) days prior to the Purchase Date. All Shares so purchased
shall be credited to a separate Investment Account established by the Agent for
each Participant. The Agent shall hold in its name or the name of its nominee
all certificates for Shares purchased until such Shares are withdrawn by a
Participant pursuant to Paragraph 11. Fractional Shares may not be purchased
under the Plan. Any funds remaining in the Account of a Participant after a
Purchase Date shall be retained in the Account for the purchase of additional
Shares in subsequent Offering Periods.
(b) Dividends on Shares Held in Investment Accounts. All cash
dividends paid with respect to the Shares credited to a Participant's Investment
Account shall, unless otherwise directed by the Committee, be credited to his or
her Account and used, in the same manner as other funds credited to Accounts, to
purchase additional Shares under the Plan on the next Purchase Date, subject to
Participants' withdrawal rights against Accounts and the other limits of the
Plan.
(c) Adjustment of Shares on Application of Aggregate Limits. If the
total number of Shares that would be purchased pursuant to Paragraph 9(a) but
for the limits described in Paragraph 9(a)(i) or Paragraph 10 exceeds the number
of Shares available for purchase under the Plan for a particular Offering
Period, then the number of available Shares shall be allocated among the
Investment Accounts of Participants in the ratio that the amount credited to a
Participant's Account as of the Purchase Date bears to the total amount credited
to all Participants' Accounts as of the Purchase Date. The cash balance not
applied to the purchase of Shares shall be held in Participants' Accounts
subject to the terms and conditions of the Plan.
10. STOCK SUBJECT TO PLAN.
The maximum number of Shares that may be issued pursuant to the Plan
is 500,000, subject to adjustment in accordance with Section 21. At the option
of the Company, the Shares delivered pursuant to the Plan may be unissued shares
or treasury shares or shares bought on the market for purposes of the Plan. In
addition, the Committee may impose such limitations as it deems appropriate on
the number of Shares that shall be made available for purchase under the Plan
during any Offering Period.
11. WITHDRAWAL OF CERTIFICATES.
A Participant shall have the right at any time to receive a
certificate or certificates for all or a portion of the Shares credited to his
or her Investment Account by notifying the Agent; provided, however, that no
such request may be made more frequently than once per Offering Period.
12. REGISTRATION OF CERTIFICATES.
Each certificate for Shares withdrawn by a Participant may be
registered only in the name of the Participant, or, if the Participant has so
indicated in the manner designated by the Committee, in the Participant's name
jointly with a member of the Participant's family, with right of survivorship. A
Participant who is a resident of a jurisdiction which does not recognize such a
joint tenancy may have certificates registered in the Participant's name as
tenant in common or as community property with a member of the Participant's
family without right of survivorship.
13. VOTING.
The Agent shall vote all Shares held in an Investment Account in
accordance with the Participant's instructions.
<PAGE> 6
14. TERMINATION OF EMPLOYMENT.
Any Participant (a) whose employment by the Company and/or GGMI is
terminated for any reason (except death) or (b) who shall cease to be an
Eligible Employee, in either case during an Offering Period, shall cease being a
Participant as of the date of such termination of employment or cessation of
eligibility. Upon such event, there shall be promptly refunded to such
Participant the entire cash balance in such Participant's Account.
15. DEATH OF A PARTICIPANT.
If a Participant shall die during an Offering Period, no further
payroll deductions shall be taken on behalf of the deceased Participant. The
executor or administrator of the deceased Participant's estate may elect to
withdraw the balance in such Participant's Account by notifying the Company in
writing prior to the Purchase Date in respect of such Offering Period. In the
event no election to withdraw has been made, the balance accumulated in the
deceased Participant's Account shall be used to purchase Shares in accordance
with the provisions of the Plan.
16. MERGER, REORGANIZATION, CONSOLIDATION OR LIQUIDATION.
In the event of a merger, reorganization or consolidation in which the
Company is not the surviving entity or the liquidation of all of the assets of
the Company, the Committee in its sole discretion may either (a) require that
the surviving entity provide to each Participant rights which are equivalent to
such Participant's rights under the Plan, or (b) cause the Offering Period to
end on the date immediately prior to the consummation of such merger or other
transaction.
17. GOVERNING LAW; COMPLIANCE WITH LAW.
This Plan shall be construed in accordance with the laws of the State
of Delaware. The Company's obligation hereunder shall be subject to all
applicable federal and state laws, rules and regulations and to such approvals
by any regulatory or governmental agency as may, in the opinion of counsel for
the Company, be required.
18. ASSIGNMENT.
The purchase rights granted hereunder are not assignable or
transferable by the Participants, other than by will or the laws of descent and
distribution. Any attempted assignment, transfer or alienation not in compliance
with the terms of this Plan shall be null and void for all purposes and
respects.
19. NO RIGHTS AS STOCKHOLDER.
No Eligible Employee or Participant shall by reason of participation
in this Plan have any rights of a stockholder of the Company until he or she
acquires Shares on a Purchase Date as herein provided.
20. NO RIGHT TO CONTINUED EMPLOYMENT.
Neither the Plan nor any right granted under the Plan shall confer
upon any Participant any right to continuance of employment with the Company or
GGMI, or interfere in any way with the right of the Company or GGMI to terminate
the employment of such Participant.
21. ADJUSTMENTS IN CASE OF CHANGES AFFECTING SHARES.
In the event of a stock split, stock dividend, recapitalization or
other subdivision, combination, or reclassification of shares, the Share limit
set forth in Paragraph 10 shall be adjusted proportionately, and such other
adjustments shall be made as may be deemed equitable by the Committee. In the
event of any other change affecting Shares, such adjustment, if any, shall be
made as may be deemed equitable by the Committee to give proper effect to such
event.
<PAGE> 7
22. AMENDMENT OF THE PLAN.
The Board of Directors of the Company may at any time, or from time to
time, amend this Plan in any respect.
23. TERMINATION OF THE PLAN.
The Plan and all rights of employees under any offering hereunder
shall terminate when the maximum number of Shares available for sale under the
Plan have been purchased, or at such earlier time as the Committee, at its
discretion, chooses to terminate the Plan. Upon termination of this Plan, all
amounts in the Accounts of Participants shall be carried forward into the
Participant's Account under a successor plan, if any, or shall be promptly
refunded and certificates for all Shares credited to a Participant's Investment
Account shall be forwarded to him or her.
24. GOVERNMENTAL REGULATIONS.
(a) Anything contained in this Plan to the contrary notwithstanding,
the Company shall not be obligated to sell or deliver any Share certificates
under this Plan unless and until the Company is satisfied that such sale or
delivery complies with (i) all applicable requirements of the governing body of
the principal market in which such Shares are traded, (ii) all applicable
provisions of the Securities Act of 1933, as amended, and the rules and
regulations thereunder and (iii) all other laws or regulations by which the
Company is bound or to which the Company is subject.
(b) The Company or GGMI may make such provisions as it may deem
appropriate for the withholding of any taxes or payment of any taxes which it
determines it may be required to withhold or pay in connection with any Shares.
The obligation of the Company to deliver certificates under this Plan is
conditioned upon the satisfaction of the provisions set forth in the preceding
sentence.
25. REPURCHASE OF SHARES.
The Company shall not be required to repurchase from any Participant
any Shares which such Participant acquires under the Plan.
<PAGE> 1
EXHIBIT 5.1
NEAL, GERBER & EISENBERG
TWO NORTH LASALLE STREET
SUITE 2200
CHICAGO, IL 60602
(312) 269-8000
June 1, 1999
General Growth Properties, Inc.
110 North Wacker Drive
Chicago, Illinois 60606
Re: General Growth Properties, Inc. Registration Statement on Form
S-8
Ladies and Gentlemen:
We are counsel to General Growth Properties, Inc., a Delaware
corporation (the "Company"), and in such capacity we have assisted in the
preparation and filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, of the Company's Registration Statement on
Form S-8 (the "Registration Statement") relating to the issuance from time to
time by the Company of up to 500,000 shares of the Company's common stock, $.10
par value per share (the "Common Stock"), pursuant to the General Growth
Properties, Inc. Employee Stock Purchase Plan (the "Plan").
As such counsel, we have examined the Plan, the Company's Amended and
Restated Certificate of Incorporation, as amended, the Amended By-Laws of the
Company, the minute books of the Company and such other papers, documents and
certificates of public officials and certificates of officers of the Company as
we have deemed relevant and necessary as the basis for the opinions hereinafter
expressed. In such examinations, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals
and the conformity to original documents of all documents submitted to us as
conformed or photostatic copies.
Based on the foregoing, we are of the opinion that:
1. The issuance from time to time by the Company of up to
500,000 shares of Common Stock pursuant to the Plan as described in
the prospectus required to be delivered to participants in the Plan
(the "Prospectus") has been duly and validly authorized by all
necessary corporate action on the part of the Company.
2. When issued and paid for as described in the Prospectus and
in accordance with the Plan, the 500,000 shares available for issuance
under the Plan will be duly and validly issued and outstanding, fully
paid and non-assessable shares of Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Interests of Named Experts and Counsel" in Item 5 of Part II of the
Registration Statement.
Please be advised that certain partners of, attorneys associated with
and/or of counsel to our firm, and members of their families beneficially own
equity securities of the Company or are trustees, stockholders, officers
and/or directors of trusts or other entities that own equity securities of the
Company or its affiliates. In addition, please note that Marshall E. Eisenberg,
a partner of our firm, is the Secretary of the Company and certain of its
affiliates.
The opinions expressed above are limited to the laws of the State of
Illinois, the federal laws of the United States and the General Corporation Law
of the State of Delaware, and are limited to the specific legal matters
expressly addressed herein.
<PAGE> 2
June 1, 1999
Page 2
No opinion is expressed with respect to the laws of any other jurisdiction or
any legal matter not addressed herein. This opinion speaks only as of the date
hereof and we undertake no obligation to update this opinion.
Very truly yours,
/s/ NEAL, GERBER & EISENBERG
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
General Growth Properties, Inc. on Form S-8 of our report dated February 8,
1999, on our audits of the consolidated financial statements of General Growth
Properties, Inc. as of December 31, 1998 and 1997, and for the years ended
December 31, 1998, 1997 and 1996 and the financial statement schedule as of
December 31, 1998, included in General Growth Properties, Inc. Annual Report on
Form 10-K for the fiscal year ended December 31, 1998. We also consent to all
references to our firm in this Registration Statement.
/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
May 28, 1999
