<PAGE> 1
As filed with the Securities and Exchange Commission on July 14, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
------ ------
Commission file number: 1-11656
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
GENERAL GROWTH MANAGEMENT
SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive offices:
GENERAL GROWTH PROPERTIES, INC.
110 NORTH WACKER DRIVE
CHICAGO, ILLINOIS 60606
(312) 960-5000
<PAGE> 2
GENERAL GROWTH MANAGEMENT
SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
- - - - - - - - - - - - - - - - - - - - - - - -
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
CONTENTS
REPORT OF INDEPENDENT ACCOUNTANTS 1
FINANCIAL STATEMENTS
Statements of net assets available for benefits as of
December 31, 1998 and 1997 2 - 3
Statement of changes in net assets available for benefits
for the year ended December 31, 1998 4 - 5
Notes to financial statements 6 - 9
SUPPLEMENTAL SCHEDULES
Item 27a - Schedule of assets held for investment
purposes as of December 31, 1998 10
Item 27d - Schedule of reportable (5%) transactions
for the year ended December 31, 1998 11
NOTE: SUPPLEMENTAL SCHEDULES REQUIRED BY THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974 NOT INCLUDED HEREIN ARE NOT APPLICABLE TO THE GENERAL GROWTH
MANAGEMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
<PAGE> 3
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of
The General Growth Management Savings and Employee Stock Ownership Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the General Growth Management Savings and Employee Stock Ownership Plan
(the "Plan") at December 31, 1998 and 1997, and the changes in net assets
available for benefits for the year ended December 31, 1998, in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the Plan's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Assets Held
for Investment Purposes and Reportable 5% Transactions are presented for
purposes of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The fund information in the
statements of net assets available for benefits and the statement of changes in
net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for benefits and
changes in net assets of each fund. These supplemental schedules and fund
information are the responsibility of the Plan's management. The supplemental
schedules and fund information have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
PricewaterhouseCoopers LLP
Chicago, Illinois
July 14, 1999
1
<PAGE> 4
GENERAL GROWTH MANAGEMENT SAVINGS
AND EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
--------------------------------------------------------------
NORWEST PUTNAM MUTUAL STRONG
STABLE INCOME SHARES INTERNATIONAL
RETURN FUND FUND FUND STOCK FUND
--------------------------------------------------------------
<S> <C> <C> <C> <C>
Assets:
Employer contributions receivable $ 135,748 $ 152,715 $ 498,768 $ 158,156
Employee contributions receivable 7,891 6,576 18,249 6,330
Investments at fair value (Note 4):
Interests in registered investment companies - 2,737,619 10,740,789 1,887,282
Investment in collective fund 3,205,159 - - -
Company stock - - - -
Participant loans (Note 3) - - - -
Cash - 102,703 67,560 -
Dividend receivable - 17,839 250,525 -
Other payable (12,373) - - (600)
---------- ---------- ----------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $3,336,425 $3,017,452 $11,575,891 $2,051,168
========== ========== =========== ==========
</TABLE>
<TABLE>
<CAPTION>
NORWEST PUTNAM MUTUAL STRONG
STABLE INCOME SHARES INTERNATIONAL
RETURN FUND FUND FUND STOCK FUND
--------------------------------------------------------------
<S> <C> <C> <C> <C>
Investments at fair value (Note 4):
Shares of registered investment companies $ - $2,380,960 $19,861,352 $1,868,394
Investment in collective fund 1,787,199 - - -
Participant loans (Note 3) - - - -
Investment in Company stock - - - -
Cash 65,009 - - 21,673
Dividend receivable - - - -
Interfund transfers receivable (payable) - (5) (998) -
---------- ---------- ----------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $1,852,208 $2,380,955 $19,860,354 $1,890,067
========== ========== =========== ==========
</TABLE>
The accompanying notes are an intregal part of these financial statements
2
<PAGE> 5
<TABLE>
<CAPTION>
1998
- ---------------------------------------------------------------------------------------------------------------------
ROBERTSON
GENERAL GROWTH VANGUARD STEPHENS FIDELITY PARTICIPANT
ACORN PROPERTIES WELLINGTON CONTRARIAN CONTRAFUND LOAN
FUND STOCK FUND FUND FUND FUND ACCOUNTS TOTAL
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ 481,026 $ 150,327 $ 181,024 $11,681 $ 272,065 $ - $ 2,041,510
18,510 6,581 8,737 542 11,296 - 84,712
8,640,044 - 2,309,951 19,735 3,753,028 - 30,088,448
- 2,817,424 - - - - 6,022,583
- 24,128,193 - - - - 24,128,193
- - - - - 1,002,711 1,002,711
- 987,884 - - - - 1,158,147
451,028 9,911 - - - - 729,303
(45,988) - (1,680) (50) (44,705) - (105,396)
- ---------- ----------- ---------- ------- ---------- ---------- -----------
$9,544,620 $28,100,320 $2,498,032 $31,908 $3,991,684 $1,002,711 $65,150,211
========== =========== ========== ======= ========== ========== ===========
</TABLE>
<TABLE>
<CAPTION>
1997
- ---------------------------------------------------------------------------------------------------------------------
ROBERTSON
GENERAL GROWTH VANGUARD STEPHENS FIDELITY PARTICIPANT
ACORN PROPERTIES WELLINGTON CONTRARIAN CONTRAFUND LOAN
FUND STOCK FUND FUND FUND FUND ACCOUNTS TOTAL
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$9,258,979 $ - $ 305,287 $27,500 $ 525,884 $ - $34,228,356
- 426,581 - - - - 2,213,780
- - - - - 582,552 582,552
- 3,091,541 - - - - 3,091,541
39,841 - 1 7 3 - 126,534
- 36,358 - - - - 36,358
- (219,741) - - - - (220,744)
- ---------- ----------- ---------- ------- ---------- ---------- -----------
$9,298,820 $ 3,334,739 $ 305,288 $27,507 $ 525,887 $ 582,552 $40,058,377
========== =========== ========== ======= ========== ========== ===========
</TABLE>
3
<PAGE> 6
GENERAL GROWTH MANAGEMENT SAVINGS
AND EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
NORWEST PUTNAM MUTUAL STRONG
STABLE INCOME SHARES INTERNATIONAL
RETURN FUND FUND FUND STOCK FUND
--------------------------------------------------------------
<S> <C> <C> <C> <C>
Additions:
Investment income:
Net appreciation (depreciation) in fair
value of investments $ 142,311 $ 69,363 $ 133,461 $ (203,824)
Interest and dividends - - - -
---------- ---------- ----------- ----------
SUBTOTAL 142,311 69,363 133,461 (203,824)
Contributions:
Participant 209,104 241,197 808,499 282,908
Employer 133,094 151,240 494,273 155,954
Rollover deposits 91,515 81,351 203,411 8,930
Transfers from related plan - - - -
---------- ---------- ----------- ----------
SUBTOTAL 433,713 473,788 1,506,183 447,792
TOTAL ADDITIONS 576,024 543,151 1,639,644 243,968
Deductions:
Benefit payments 637,074 476,983 2,187,800 388,952
Administrative expenses 10,839 505 1,206 408
Insurance premiums 1,055 2,040 4,691 -
---------- ---------- ----------- ----------
TOTAL DEDUCTIONS 648,968 479,528 2,193,697 389,360
Interfund transfers 1,669,019 628,040 (7,623,698) 341,272
Loan transactions (net) (111,858) (55,166) (106,712) (34,779)
---------- ---------- ----------- ----------
NET INCREASE (DECREASE)
IN PLAN ASSETS 1,484,217 636,497 (8,284,463) 161,101
Net assets available for benefits:
Beginning of year 1,852,208 2,380,955 19,860,354 1,890,067
---------- ---------- ----------- ----------
End of year $3,336,425 $3,017,452 $11,575,891 $2,051,168
========== ========== =========== ==========
</TABLE>
The accompanying notes are an intregal part of these financial statements
4
<PAGE> 7
<TABLE>
<CAPTION>
ROBERTSON
GENERAL GROWTH VANGUARD STEPHENS FIDELITY PARTICIPANT
ACORN PROPERTIES WELLINGTON CONTRARIAN CONTRAFUND LOAN
FUND STOCK FUND FUND FUND FUND ACCOUNTS TOTAL
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ 758,186 $ 1,663,049 $ 123,172 $(12,877) $ 289,284 $ - $ 2,962,125
- 723,245 - - - 60,651 783,896
---------- ----------- ---------- -------- ---------- ---------- -----------
758,186 2,386,294 123,172 (12,877) 289,284 60,651 3,746,021
779,226 196,340 198,741 21,300 275,238 - 3,012,553
476,105 150,069 181,024 11,681 272,065 - 2,025,505
114,493 68,988 289,666 6,625 196,368 - 1,061,347
- 24,484,736 - - - - 24,484,736
---------- ----------- ---------- -------- ---------- ---------- -----------
1,369,824 24,900,133 669,431 39,606 743,671 30,584,141
2,128,010 27,286,427 792,603 26,729 1,032,955 60,651 34,330,162
1,900,037 2,908,900 75,090 11,560 133,968 111,546 8,831,910
753 2,045 127 13 173 16,069
1,164 474 1,128 - - - 10,552
---------- ----------- ---------- -------- ---------- ---------- -----------
1,901,954 2,911,419 76,345 11,573 134,141 111,546 8,858,531
63,375 866,496 1,487,496 (10,536) 2,578,536 - -
(43,631) (475,923) (11,010) (219) (11,553) 471,054 (379,797)
---------- ----------- ---------- -------- ---------- ---------- -----------
245,800 24,765,581 2,192,744 4,401 3,465,797 420,159 25,091,834
9,298,820 3,334,739 305,288 27,507 525,887 582,552 40,058,377
---------- ----------- ---------- -------- ---------- ---------- -----------
$9,544,620 $28,100,320 $2,498,032 $ 31,908 $3,991,684 $1,002,711 $65,150,211
========== =========== ========== ======== ========== ========== ===========
</TABLE>
5
<PAGE> 8
GENERAL GROWTH MANAGEMENT SAVINGS
AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1. DESCRIPTION OF PLAN AND SIGNIFICANT PLAN PROVISIONS
The following description of the General Growth Management Savings and Employee
Stock Ownership Plan (the "Plan") provides only general information. For
purposes of federal law, General Growth Management, Inc. (the "Company") is the
Plan Sponsor and Plan Administrator. Participants should refer to the plan
agreement for a more complete description of the Plan's provisions.
GENERAL: The Plan is designed to encourage and assist eligible employees to
adopt a regular program of savings to provide additional security for their
retirement. The Plan is a defined contribution plan covering all employees of
the Company, and other participating employers (GGP Limited Partnership, GGP
Management, Inc., General Growth Management of California, Inc., General Growth
Management of Hawaii, Inc., and GG Management Company, Inc.), who have completed
six months of service (a minimum of 500 hours of service) and attained age 21.
Certain individuals at locations managed by the Company and participating
employers are either (i) employees of companies not owned or controlled by the
Company and/or the participating employers or (ii) are covered by other
qualified plans and therefore are not eligible. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
PLAN MERGER: Effective June 18, 1998, the General Growth Employee Stock
Ownership Plan (the "ESOP") was merged into and became part of the Plan. Each
individual who was a participant in the ESOP on June 17, 1998, became a
participant in this Plan on June 18, 1998 and the participant's account is held
in the ESOP account under this Plan. Three subaccounts were established under
the ESOP account, each containing one third of the total amount transferred to
the Plan. The ESOP accounts have a diversification schedule where by the
participant may elect to invest in the other investment options under the Plan.
CONTRIBUTIONS: Under the terms of the Plan, subject to certain limitations, each
participant is allowed to make before-tax contributions in 1% increments up to
12% of gross earnings, as defined. The Internal Revenue Code imposes, among
other things, a dollar limitation on the amount of before-tax contributions for
a calendar year. For 1998, a participant's before-tax contribution was limited
to $10,000. The Company will match 100% of the first 4% of earnings contributed
each calendar year, and 50% of the next 2% of the participant's earnings
contributions.
PARTICIPANT ACCOUNTS: Separate accounts are maintained for each participant,
with investment income and losses on contributions credited to that account.
Each participant designates which investment option or combination of options in
which their contributions and the Company's matching contributions are to be
invested. Each participant is credited with other employer contributions as
defined in the Plan, allocations of Plan earnings, and is charged with an
allocation of administrative expenses. Allocations of Plan earnings and
administrative expenses are based on account balances.
6
<PAGE> 9
GENERAL GROWTH MANAGEMENT SAVINGS
AND EMPLOYEE STOCK OWNERSHIP PLAN
VESTING: Participants are fully vested at all times in all accounts other than
the accounts arising from the Company matching contributions and the earnings or
losses thereon. The employer matching accounts will vest over a six-year period
except that all amounts contributed by the employer after January 1, 1998 will
be 100% vested. Forfeitures are used first for reinstatements of accounts of
re-employed participants. Any remaining forfeiture amounts are applied as
credits against future employer matching contributions. In 1998, employer
contributions were reduced by $94,603 from forfeited nonvested accounts.
TERMINATION: Although it has not expressed any intent to do so, the Company
reserves the right to partially or completely terminate the Plan, subject to
plan provisions. Upon a complete or partial termination of the Plan, all accrued
benefits of affected participants shall immediately become fully vested.
7
<PAGE> 10
GENERAL GROWTH MANAGEMENT SAVINGS
AND EMPLOYEE STOCK OWNERSHIP PLAN
DISTRIBUTIONS: Upon retirement on or after attaining the Plan's normal
retirement age of 60, or upon death or disability, if earlier, or termination of
employment in the case of vested benefits, the balances in the participant's
separate accounts will be paid in lump sum to the participant, or the
participant's beneficiary in event of death. A participant may withdraw
contributions by claiming hardship as defined by the Plan. All distributions
will be made in cash, unless the Participant elects to receive shares of
General Growth Properties, Inc. ("GGP") Stock.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING: The financial statements of the Plan are prepared under the
accrual method of accounting.
USE OF ESTIMATES: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the dates of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
VALUATION OF INVESTMENTS: Investments are stated at fair value based on
published market quotations in an active market. Participant loans are stated at
cost, which approximates fair value.
INSURANCE POLICIES: Excluded from the Plan's assets as of December 31, 1998 and
1997, are insurance policies purchased by the Plan for the benefit of certain
participants. Premiums for these policies are deducted from the participant's
balance in whose name the policy is purchased. The insurance company is
responsible for any distribution of benefits.
INVESTMENT TRANSACTIONS: The Plan presents in the statement of changes in net
assets available for benefits the net appreciation (depreciation) in the fair
value of its investments which consists of the realized gains or losses and the
unrealized appreciation (depreciation) on those investments.
ADMINISTRATIVE EXPENSES: All administrative expenses, other than investment
management fees and loan processing and maintenance fees, are paid by the
Company.
PAYMENT OF BENEFITS: Benefit payments to participants are recorded upon
distribution.
NOTE 3. INVESTMENT ELECTIONS:
The participants have the option of investing, in increments of 1%, in one or
more of nine investment options. A description of each investment option is as
follows:
NORWEST STABLE RETURN FUND: Funds are managed by Minneapolis-based Norwest
Bank Minnesota, N.A. The fund's investment objective is to provide
principal protection while exceeding returns of shorter maturity
instruments over time with a more stable yield profile. The fund invests in
high yielding, high quality instruments such as insurance company
investment contracts, marketable securities, and money market investments.
PUTNAM INCOME FUND: This fund is managed by Boston-based Putnam
Investments. The fund seeks high current income primarily through investing
in a full range of fixed-income categories, including investment-grade and
high yield bonds, U.S. government securities, and foreign bonds.
MUTUAL SHARES FUND: Managed by the Franklin Group of Funds, the fund's
investment objective is to provide capital appreciation, with income as a
secondary objective. The fund pursues these objectives through investment
in common stock and preferred stock as well as debt securities and
securities convertible into common stock.
STRONG INTERNATIONAL STOCK FUND: Funds are managed by Milwaukee-based
Strong Capital Management, Inc. The fund seeks capital growth by investing
primarily in foreign equity securities, including common stock, preferred
stock, and securities that are convertible into common or preferred stock
that are issued by companies whose principal headquarters are located
outside the United States.
ACORN FUND: The fund is managed by Boston-based Wanger Asset Management,
L.P. The fund's investment objective is to provide long-term capital
growth. The fund is invested primarily in stocks of small and medium-size
U.S. companies, but also has significant foreign investments.
GENERAL GROWTH PROPERTIES STOCK FUND: Held by Minneapolis-based Norwest
Bank Minnesota, N.A., the fund's investment objective is to provide an
ownership stake in General Growth Properties, Inc. The fund invests
exclusively in GGP common stock, except for a small cash reserve. All cash
dividends are reinvested in that stock. GGP common stock is listed on the
New York Stock Exchange, and all purchases will be made by Norwest Bank at
the prevailing market price.
VANGUARD WELLINGTON FUND: Managed by Valley Forge, Pennsylvania-based
Vanguard Group, the fund seeks long-term growth of capital and income by
investing in common stocks and bonds of well established companies with an
average of 65% in stocks and 35% in bonds.
ROBERT STEVENS CONTRARIAN FUND: This fund is managed by San Francisco,
California-based Robertson Stephens Investment Management Co. The fund
seeks long-term growth by investing in equity securities of growing
companies worldwide.
FIDELITY CONTRAFUND FUND: Funds are managed by Boston-based Fidelity
Management and Research Company. The fund seeks capital appreciation by
investing mainly in equity securities of domestic and foreign companies.
NOTE 4. PARTICIPANT LOANS
Participants may borrow against their account, subject to whatever
administrative rules exist from time to time. The minimum loan that will be made
is $1,000 and the total of any individual participant's loan or loans may never
exceed 50 percent of the participant's total vested account balance or $50,000
whichever is less. The rate of interest on existing loans at December 31, 1998,
ranged from 9.75 to 11.0 percent. The rate of interest on new loans is two
percent over Norwest Bank's Prime rate at the time of the loan. The term of a
loan may not exceed five years, unless the loan qualifies as a home purchase
loan, in which case the term may go up to 20 years. Principal and interest are
due each pay period. Participant loans are due and payable immediately upon
termination of employment.
8
<PAGE> 11
GENERAL GROWTH MANAGEMENT SAVINGS
AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTE 5. INVESTMENTS
The following investments were in excess of five percent of the net assets
of the Plan at December 31, 1998 and 1997:
<TABLE>
<CAPTION>
FAIR VALUE
DECEMBER 31,
1998 1997
------------- -------------
<S> <C> <C>
Norwest Stable Return Fund $3,205,159 $1,787,199
Putnam Income Fund 2,737,619 2,380,960
Mutual Shares Fund 10,740,789 19,861,352
Strong International Stock Fund -- 1,868,394
Acorn Fund 8,640,044 9,258,979
General Growth Properties Stock Fund 24,128,193 3,091,541
Vanguard Wellington Fund 2,309,951 --
Fidelity Contrafund Fund 3,753,028 --
Norwest Short-Term Investment Fund 2,817,424 --
</TABLE>
NOTE 6. INCOME TAX STATUS
The Plan received its latest determination letter on January 8, 1998, applicable
for Plan amendments adopted on March 29, 1996, in which the Internal Revenue
Service (IRS) stated the Plan, as then designed, was in compliance with the
applicable requirements of the Code. The Plan was subsequently amended; however,
the Plan administrators believe that the Plan is designed and is currently being
operated in compliance with the applicable requirements of the IRS. Therefore,
no provision for income taxes has been included in the Plan's financial
statements.
NOTE 7. RISKS AND UNCERTAINTIES
The Plan provides for various investment options in any combination of
investments in collective trusts, interests in registered investment companies
and shares of common stock. The investments of the Plan are exposed to various
risks, such as interest rate, market and credit. Due to the level of risk
associated with certain investment securities and the level of uncertainty
related to changes in the value of investment securities, it is at least
reasonably possible that changes in risks in the near term would materially
affect participants' account balances and the amounts reported in the
statements of net assets available for benefits and the statement of changes in
net assets available for benefits.
9
<PAGE> 12
GENERAL GROWTH MANAGEMENT SAVINGS
AND EMPLOYEE STOCK OWNERSHIP PLAN
ITEM 27a -- SCHEDULE OF ASSETS HELD FOR INVESTMENT
DECEMBER 31, 1998
<TABLE>
<CAPTION>
CURRENT
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT COST VALUE
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Norwest Stable Return Fund Collective Trust $ 3,006,592 $ 3,205,159
Putnam Income Fund Registered Investment Company 2,770,276 2,737,619
Mutual Shares Fund Registered Investment Company 10,275,707 10,740,789
Strong International Stock Fund Registered Investment Company 2,383,150 1,887,282
Acorn Fund Registered Investment Company 7,983,681 8,640,044
General Growth Properties Stock Fund Company Stock 11,665,050 24,128,193
Norwest Short-Term Investment Fund Collective Trust 2,817,424 2,817,424
Vanguard Wellington Fund Registered Investment Company 2,377,455 2,309,951
Robertson Stephens Contrarian Fund Registered Investment Company 29,976 19,735
Fidelity Contrafund Fund Registered Investment Company 3,571,500 3,753,028
Participant loans with interest ranging from 9.75% to 11.0% - 1,002,711
----------- -----------
$47,883,522 $61,241,935
=========== ===========
</TABLE>
10
<PAGE> 13
GENERAL GROWTH MANAGEMENT SAVINGS
AND EMPLOYEE STOCK OWNERSHIP PLAN
ITEM 27d -- SCHEDULE OF REPORTABLE (5%) TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
NET GAIN
IDENTITY OF ISSUE DESCRIPTION OF ASSET PURCHASES SALES OR (LOSS)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Series of transactions:
Norwest Bank Minnesota, N.A. Fidelity Contra Fund. $3,539,996 $ 555,833 $ 27,778
Norwest Bank Minnesota, N.A. Putnam Income Fund Inc. 2,086,244 1,632,840 (7,960)
Norwest Bank Minnesota, N.A. Mutual Series Fund Income Shares Fund 2,676,711 10,547,853 1,011,340
Norwest Bank Minnesota, N.A. Acorn Fund Inc. 3,902,368 4,246,005 325,551
Norwest Bank Minnesota, N.A. Norwest Stable Return Fund 2,635,410 1,359,761 100,617
Norwest Bank Minnesota, N.A. Vanguard Wellington Fund 2,602,084 553,150 18,127
Individual transactions:
Norwest Bank Minnesota, N.A. Mutual Series Fund
Income Shares Fund 2,289,935 (96,801)
Norwest Bank Minnesota, N.A Mutual Series Fund
Income Shares Fund 3,435,241 627,423
-
</TABLE>
11
<PAGE> 14
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized on this 14th day of July, 1999.
GENERAL GROWTH MANAGEMENT SAVINGS
AND EMPLOYEE STOCK OWNERSHIP PLAN
By: General Growth Management, Inc.,
as Administrator
By: /s/ ROBERT A. MICHAELS
-----------------------------
Robert A. Michaels
Its: President
----------------------------
<PAGE> 15
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
- ------- -----------
23.1 Consent of PricewaterhouseCoopers LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the previously
filed Registration Statement of General Growth Properties, Inc. on Form S-8
(File No. 333-11237) of our report dated July 14, 1999, relating to the
financial statements of the General Growth Management Savings and Employee Stock
Ownership Plan which appears in this Form 11-K.
PricewaterhouseCoopers LLP
Chicago, Illinois
July 14, 1999
