GENERAL GROWTH PROPERTIES INC
S-3, 1999-04-21
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>   1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 21, 1999
                           REGISTRATION NO. 333-____


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   -----------

                                    FORM S-3
                             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
                                 (312) 960-5000
   (Address, including zip code and telephone number, including area code, of
                   registrant's principal executive offices)

                              MR. MATTHEW BUCKSBAUM
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                         GENERAL GROWTH PROPERTIES, INC.
                             110 NORTH WACKER DRIVE
                             CHICAGO, ILLINOIS 60606
                                 (312) 960-5000

(Name, address, including zip code, and telephone number, including area code,
of agent for service)

                                   -----------

                                 with copies to:
                           MARSHALL E. EISENBERG, ESQ.
                            NEAL, GERBER & EISENBERG
                            TWO NORTH LASALLE STREET
                             CHICAGO, ILLINOIS 60602
                                 (312) 269-8000

                                   -----------

                APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE
                   TO THE PUBLIC: From time to time after the
                    Registration Statement becomes effective.

                                   -----------

     If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]
     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]


<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------
                                                                 Proposed
                                                                 Maximum
                 Title of Each Class of                         Aggregate                 Amount of
             Securities to be Registered(1)                 Offering Price(2)         Registration Fee
- ------------------------------------------------------------------------------------------------------------
<S>                                                         <C>                        <C>      
Common Stock, par value $.10 per share                      $34,195,915                $9,506.47
- ------------------------------------------------------------------------------------------------------------
</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
          Agreement, 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)  Estimated solely for the purpose of calculating the registration fee
          in accordance with Rule 457(c) for the purpose of computing the amount
          of registration fee based upon the average of the high and low prices
          of the Common Stock as reported on the New York Stock Exchange on
          April 14, 1999.

                                   ----------

         THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

================================================================================
<PAGE>   2

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell the securities and it is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.

                  SUBJECT TO COMPLETION, DATED APRIL 21, 1999
PROSPECTUS
- ----------
                                1,052,182 SHARES

                         GENERAL GROWTH PROPERTIES, INC.
                                  COMMON STOCK
                           (PAR VALUE $.10 PER SHARE)

         This Prospectus relates to 1,052,182 shares of our common stock that
may be sold from time to time by the selling stockholder in accordance with the
plan of distribution described in this Prospectus.

         Our common stock is listed on the New York Stock Exchange and traded
under the symbol "GGP". The last reported sale price of our common stock on the
New York Stock Exchange on April 20, 1999, was $36.25 per share.

         Our principal executive offices are located at 110 North Wacker Drive,
Chicago, Illinois 60606 and our telephone number is (312) 960-5000.


    Neither the Securities and Exchange Commission nor any state securities
      commission has approved or disapproved these securities or determined
        if this prospectus is truthful or complete. Any representation to
                       the contrary is a criminal offense.

                                   ----------

                The date of this Prospectus is ______ __, 1999.


<PAGE>   3


         YOU SHOULD RELY ONLY ON INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. NEITHER WE NOR THE SELLING STOCKHOLDER HAS
AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. WE ARE NOT
MAKING AN OFFER OF THESE SECURITIES IN ANY STATE WHERE THE OFFER IS NOT
PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION PROVIDED BY THE PROSPECTUS
IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THIS PROSPECTUS.

                            ------------------------

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                      PAGE
<S>                                                                   <C>
WHERE TO FIND MORE INFORMATION .......................................  3

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE ......................  3

FORWARD-LOOKING STATEMENTS ...........................................  4

THE COMPANY ..........................................................  4

USE OF PROCEEDS ......................................................  5

SELLING STOCKHOLDER ..................................................  5

PLAN OF DISTRIBUTION .................................................  6

FEDERAL INCOME TAX CONSIDERATIONS ....................................  7

LEGAL MATTERS ........................................................ 12

EXPERTS .............................................................. 12
</TABLE>

                            ------------------------




                                       2

<PAGE>   4

                         WHERE TO FIND MORE INFORMATION

         We have filed with the Commission a Registration Statement on Form S-3
(the "Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the shares of Common Stock. This Prospectus is a
part of the Registration Statement, but the Registration Statement also contains
additional information and exhibits.

         We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly, we file
annual, quarterly and current reports with the Securities and Exchange
Commission (the "Commission"). You can read and copy the Registration Statement
and the reports that the Company files with the Commission at the Commission's
public reference rooms at 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549, 7 World Trade Center, Suite 1300, New York, New York 10048 and 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can
also be obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. Our filings with the
Commission are also available from the Commission's Web Site at
http://www.sec.gov. Please call the Commission's toll-free telephone number at
1-800-SEC-0330 if you need further information about the operation of the
Commission's public reference rooms. Our common stock is listed on the New York
Stock Exchange ("NYSE") and our reports can also be inspected at the offices of
the NYSE, 20 Broad Street, 17th Floor, New York, New York 10005.


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         We file annual, quarterly and special reports, proxy statements and
other information with the Commission. The Commission allows us to "incorporate
by reference" the information we file with it, which means that we can disclose
important information to you by referring to those documents. The information
incorporated by reference is an important part of this Prospectus. Any statement
contained in a document which is incorporated by reference in this Prospectus is
automatically updated and superseded if information contained in this
Prospectus, or information that we later file with the Commission, modifies or
replaces this information. We incorporate by reference the following documents:

                  1. Our Annual Report on Form 10-K for the year ended December
         31, 1998, dated March 19, 1999 (the "Company 10-K");

                  2. Our Current Report on Form 8-K dated March 18, 1999;

                  3. The portions of our Proxy Statement for our 1999 Annual
         Meeting of Stockholders that have been incorporated by reference into
         our Annual Report on Form 10-K;

                  4. The description of our 7.25% Preferred Income Equity
         Redeemable Stock, Series A, par value $100 per share ("PIERS"), which
         is contained in our Registration Statement on Form 8-A filed with the
         Commission on June 5, 1998, pursuant to Section 12(b) of the Exchange
         Act;

                  5. The description of our Common Stock contained in our
         Registration Statement on Form 8-A filed with the Commission on January
         12, 1993, pursuant to Section 12(b) of the Exchange Act; and

                  6. The description of our Common Stock contained in our
         Registration Statement on Form 8-A filed with the Commission on
         November 18, 1998, pursuant to Section 12(b) of the Exchange Act.

         To receive a free copy of any of the documents incorporated by
         reference in this Prospectus (other than exhibits)


                                       3

<PAGE>   5


call or write General Growth Properties, Inc., 110 North Wacker, Chicago, IL
60606, Attention: Director of Investor Relations, Telephone (312) 960-5000.


                           FORWARD LOOKING STATEMENTS

         This Prospectus and those documents incorporated by reference herein
may contain certain "forward-looking statements" within the meaning of Section
27A of the Securities Act and Section 21E of the Exchange Act, including,
without limitation, statements with respect to anticipated future operating and
financial performance, growth and acquisition opportunities and other similar
forecasts and statements of expectation. Words such as "expects," "estimates,"
"plans," "anticipates," "predicts," "intends," "believes," "seeks," and "should"
and other similar expressions and variations thereof are intended to identify
forward-looking statements. Forward-looking statements made by the Company and
its management are based on estimates, projections, beliefs and assumptions of
management at the time of such statements and are not guarantees of future
performance. The Company disclaims any obligation to update or revise any
forward-looking statements based on the occurrence of future events, the receipt
of new information or otherwise.

         Actual future performance, outcomes and results may differ materially
from those expressed in forward-looking statements made by the Company and its
management as a result of a number of risks, uncertainties and assumptions.
Representative examples of these factors include (without limitation) general
industry and economic conditions, interest rate trends, cost of capital and
capital requirements, availability of real estate properties, competition from
other companies and venues for the sale/distribution of goods and services,
shifts in customer demands, tenant bankruptcies, changes in operating expenses,
including employee wages, benefits and training, governmental and public policy
changes and the continued availability of financing in the amounts and at the
terms necessary to support the Company's future business.

                                   THE COMPANY


         We are a self-administered and self-managed real estate investment
trust ("REIT") that owns, operates, acquires, develops, expands, finances and
manages enclosed mall shopping centered in major and middle markets throughout
the United States. We were organized in 1986 to continue expanding the Bucksbaum
family business, which has been engaged in the shopping center business since
1954.

         As of April 12, 1999, we owned or had an ownership interest in 85
enclosed mall shopping centers in 35 states and had two mall shopping centers
under development. Such enclosed mall shopping centers have approximately 71
million square feet of gross retail space, including anchor stores, freestanding
stores and mall tenant areas ("GLA").
Specifically, we owned:

     -    100% of 54 enclosed mall shopping centers, including two mall shopping
          centers currently under development.

     -    51% of the outstanding common stock of GGP/Ivanhoe, Inc., a Delaware
          corporation that has qualified as a REIT for federal income tax
          purposes. GGP/Ivanhoe owns 100% of two enclosed mall shopping centers.


                                       4

<PAGE>   6

     -    51% of the common stock of GGP Ivanhoe III, Inc., a Delaware
          corporation that has qualified as a REIT for federal income tax
          purposes. GGP Ivanhoe III owns 100% of six enclosed mall shopping
          centers.

     -    50% of each of two enclosed mall shopping centers.

     -    Approximately 38% of the outstanding common of GGP/Homart, Inc., a
          Delaware corporation that has qualified as a REIT for federal income
          tax purposes. GGP/Homart owns interests in 23 enclosed mall shopping
          centers.

     -    100% non-voting preferred stock interest (representing 95% of the
          equity interest) in General Growth Management, Inc. ("GGMI"). Certain
          of our officers hold all of the voting common stock of GGMI which
          represents 5% of the equity interest in GGMI.

     -    100% of the preferred units of limited partnership interest in GGP
          Limited Partnership.

     -    An approximate 66% general partnership in GGP Limited Partnership
          represented by common units. Limited partners of GGP Limited
          Partnership hold the remaining 34% interest in GGP Limited Partnership
          in the form of common units. Such limited partners include a
          partnership comprised of trusts for the benefit of members of the
          Bucksbaum family and others who have contributed properties to us.

         We are incorporated under the laws of the State of Delaware. We have
qualified as a REIT for federal income tax purposes. In order to maintain such
qualification, we must distribute at least 95% of our REIT taxable income (as
computed without regard to net capital gains or the dividends-paid deduction)
and our net income (after tax) from foreclosure property each year. Dividends on
any preferred stock, including PIERS, would be included as distributions for
this purpose.

         In this Prospectus, references to "we," "us" or "our" include those
entities which we own or control, including GGP Limited Partnership, unless the
context indicates otherwise.


                                 USE OF PROCEEDS

         We will not receive any proceeds from the sale by the Trustees of the
University of Pennsylvania (the "Selling Stockholder") of any of the shares of
Common Stock (the "Shares") covered by this Prospectus.

                               SELLING STOCKHOLDER

         The following table sets forth (i) the name of the Selling Stockholder,
(ii) the number of Shares currently beneficially owned by the Selling
Stockholder, (iii) the number of Shares to be offered by the Selling Stockholder
and (iv) the number of Shares which will be beneficially owned by the Selling
Stockholder after the offering, assuming the sale of all the Shares set forth in
(iii) above:

                                       5

<PAGE>   7

<TABLE>
<CAPTION>

                                        Beneficial                    Shares                   Beneficial
                                         Ownership                     to Be                    Ownership
Selling Stockholder                  Prior to Offering              Offered (1)           After Offering (1)
- -------------------                  -----------------              -----------           ------------------
<S>                                  <C>                            <C>                   <C>   
The Trustees of the
University of Pennsylvania             1,052,182                    1,052,182                     ---

</TABLE>


- --------------------

     (1)  The number of Shares to be sold by the Selling Stockholder at any time
          or from time to time cannot currently be determined.


         Pursuant to a stockholders agreement dated as of December 20, 1995
among the Selling Stockholder and certain other stockholders (including the
Company) of GGP/Homart, Inc. (the "Stockholders Agreement"), on April 13, 1999,
the Selling Stockholder exchanged its shares of Class C Common Stock of
GGP/Homart, Inc. for the Shares.

                              PLAN OF DISTRIBUTION

         We are registering the Shares on behalf of the Selling Stockholder
pursuant to the Stockholders Agreement. The Shares may be offered and sold by
the Selling Stockholder, or by purchasers, transferees, donees, pledgees or
other successors in interest, directly or through brokers, dealers, agents or
underwriters who may receive compensation in the form of discounts, commissions
or similar selling expenses paid by the Selling Stockholder or by a purchaser of
the Shares on whose behalf such broker-dealer may act as agent. Sales and
transfers of the Shares may be effected from time to time in one or more
transactions, in private or public transactions, on the NYSE, in the
over-the-counter market, in negotiated transactions or otherwise, at a fixed
price or prices that may be changed, at market prices prevailing at the time of
sale, at negotiated prices, without consideration or by any other legally
available means. Any or all of the Shares may be sold from time to time by means
of (a) a block trade, in which a broker or dealer attempts to sell the Shares as
agent but may position and resell a portion of the Shares as principal to
facilitate the transaction; (b) purchases by a broker or dealer as principal and
the subsequent sale by such broker or dealer for its account pursuant to this
Prospectus; (c) ordinary brokerage transactions (which may include long or short
sales) and transactions in which the broker solicits purchasers; (d) the writing
(sale) of put or call options on the Shares; (e) the pledging of the Shares as
collateral to secure loans, credit or other financing arrangements and
subsequent foreclosure, the disposition of the Shares by the Lender thereunder;
and (f) any other legally available means.

         To the extent required with respect to a particular offer or sale of
the Shares, a Prospectus Supplement will be filed pursuant to Section 424(b)(3)
of the Securities Act, and will accompany this Prospectus, to disclose (a) the
number of Shares to be sold, (b) the purchase price, (c) the name of any broker,
dealer or agent effecting the sale or transfer and the amount of any applicable
discounts, commissions or similar selling expenses, and (d) any other relevant
information.

         The Selling Stockholder may transfer the Shares by means of gifts,
donations and contributions. This Prospectus may be used by the recipients of
such gifts, donations and contributions to offer and sell the Shares received by
them, directly or through brokers, dealers or agents and in private or public
transactions; however, if sales pursuant to this Prospectus by any such
recipient could exceed 500 Shares, we may be required to file a Prospectus
Supplement pursuant to Section 424(b)(3) of the Securities Act to identify the
recipient as a Selling Stockholder and disclose any other relevant information.
Such Prospectus Supplement will be delivered together with this Prospectus to
any purchaser of such Shares.

         In connection with distributions of the Shares or otherwise, the
Selling Stockholder may enter into hedging transactions with brokers, dealers or
other financial institutions. In connection with such transactions, 



                                      6


<PAGE>   8


brokers, dealers or other financial institutions may engage in short sales of
our Common Stock in the course of hedging the positions they assume with Selling
Stockholder. To the extent permitted by applicable law, the Selling Stockholder
also may sell the Shares short and redeliver the Shares to close out such short
positions.

         The Selling Stockholder and any broker-dealers who participate in the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of Section 2(11) of the Securities Act and any discounts, commissions or similar
selling expenses they receive 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. As a result, we have informed the Selling Stockholder
that Regulation M, promulgated under the Exchange Act, may apply to sales by the
Selling Stockholder in the market. The Selling Stockholder may agree to
indemnify any broker, dealer or agent that participates in transactions
involving the sale of the Shares against certain liabilities, including
liabilities arising 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 discounts,
concessions or commissions. We will not receive any proceeds from the sale of
any Shares by the Selling Stockholder. We will pay all expenses incurred in
connection with this offering, other than underwriting discounts and selling
commissions.

         The Selling Stockholder is acting independently of us in making
decisions with respect to the timing, price, manner and size of each sale. No
broker, dealer or agent has been engaged by us in connection with the sale of
the Shares, and there is no assurance that the Selling Stockholder will sell any
or all of the Shares. In connection with the offer and sale of the Shares, we
have agreed to make available to the Selling Stockholder copies of this
Prospectus and any applicable Prospectus Supplement and have informed the
Selling Stockholder of the need to deliver copies of this Prospectus and any
applicable Prospectus Supplement to purchasers prior to the time of any sale of
the Shares offered hereby.

         The Shares covered by this Prospectus may qualify for sale pursuant to
Section 4(1) of the Securities Act or Rule 144 promulgated thereunder, and may
be sold pursuant to such provisions rather than pursuant to this Prospectus.

                        FEDERAL INCOME TAX CONSIDERATIONS

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS TO HOLDERS OF CAPITAL STOCK

         This section is a summary of certain federal income tax matters of
general application pertaining to REITs and their stockholders under the
Internal Revenue Code of 1986 (the "Code"). The discussion is based on current
law and does not purport to deal with all aspects of federal income taxation
that may be relevant to investors subject to special treatment under federal
income tax laws, such as investors subject to the Employee Retirement Income
Security Act of 1974, as amended, other tax exempt investors, dealers in
securities or foreign persons. The provisions of the Code pertaining to REITs
are highly technical and complex and sometimes involve mixed questions of fact
and law. In addition, this section does not discuss foreign, state or local
taxation.

         In the opinion of Neal, Gerber & Eisenberg, our tax counsel, we
have been organized and operated in a manner that has enabled us to qualify as a
REIT under Sections 856 through 859 of the Code, and our proposed method of
operation will enable us to continue to so qualify. No assurance can be given,
however, that we will so qualify or continue to so qualify. Our ability to
qualify as a REIT under the requirements of the Code and the regulations
promulgated thereunder is dependent upon actual operating results.

         To qualify as a REIT under the Code for a taxable year, we must meet
certain organizational and operational requirements, which generally require us
to be a passive investor in operating real estate and to avoid excessive
concentration of ownership of our stock. First, our principal activities must be
real estate related. Generally, at least 75% of the value of our total assets at
the end of each calendar quarter must consist of real estate assets, cash or
governmental securities. We may not own more than 10% of the 


                                       7
<PAGE>   9

outstanding voting securities of any corporation; shares of qualified REITs and
of certain wholly owned subsidiaries are exempt from this prohibition. 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 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, and, subject to certain limited exceptions, the REIT may not manage
the property or furnish services to residents except through an independent
contractor which is paid an arm's length fee and from which the REIT derives no
income.

         For us to remain qualified as a REIT, no more than 50% in value of our
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 our taxable year.
Accordingly, our Certificate of Incorporation, as amended, contains provisions
restricting the acquisition of shares of our capital stock.

         So long as we qualify for taxation as a REIT and distribute at least
95% of the sum of (a) our REIT taxable income (as computed without regard to net
capital gains or the dividends-paid deduction) and (b) our net income (after
tax) from foreclosure property for our taxable year to our stockholders
annually, we will not be subject to federal income tax on that portion of such
income distributed to stockholders. We will be taxed at regular corporate rates
on all income not distributed to stockholders. Our policy is to distribute at
least 95% of the sum of our 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 us,
Treasury Department 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, our proportionate share of the assets,
liabilities and items of income of GGP Limited Partnership will be treated as
our assets, liabilities, and items of income for purposes of qualifying as a
REIT.

         Our failure 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, we 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. We would be subject to federal income tax at
corporate rates on all of our 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 one of our earlier tax years, the imposition of a substantial
federal income tax liability on us attributable to such nonqualifying tax years
may adversely affect our ability to pay dividends. In the event that we fail to
meet certain income tests of the tax law, we may, generally, nonetheless retain
our qualification as a REIT if we pay a 100% tax on the amount by which we
failed to meet the income tests so long as our failure was due to reasonable
cause and not willful neglect. Any such taxes would adversely affect our ability
to pay dividends.

TAXATION OF TAXABLE DOMESTIC STOCKHOLDERS

         As used herein, the term "U.S. Stockholder" means a holder of our stock
who, for United States federal income tax purposes is (i) a citizen or resident
of the United States, (ii) a corporation created or organized in or under the
laws of the United States or of any political subdivision thereof, (iii) an
estate the 






                                       8

<PAGE>   10

income of which is subject to United States federal income taxation regardless
of its source, or (iv) a trust if a court within the United States is able to
exercise primary supervision over the administration of such trust and one or
more United States persons as defined in section 7701(a)(30) of the Code have
the authority to control all the substantial decisions of such trust.

         As long as we qualify as a REIT, distributions made to our U.S.
Stockholders out of current or accumulated earnings and profits (and not
designated as capital gain dividends) will be taxable to such U.S. Stockholders
as ordinary income. Corporate U.S. Stockholders will not be entitled to the
dividends-received deduction with respect to distributions by us. Distributions
that are designated as capital gain dividends will be taxable to U.S.
Stockholders as long-term capital gains (to the extent they do not exceed our
actual net capital gain for the taxable year) without regard to the period for
which the U.S. Stockholder has held its stock. Subject to certain limitations,
such capital gains dividends received by an individual U.S. Stockholder may be
eligible for the 20% or 25% capital gains rates of tax. However, corporate U.S.
Stockholders may be required to treat up to 20% of certain capital gain
dividends as ordinary income. Distributions by us in excess of our current and
accumulated earnings and profits will not be taxable to a U.S. Stockholder to
the extent that such distributions do not exceed the adjusted basis of the U.S.
Stockholder's shares, but rather, will be a nontaxable reduction in a U.S.
Stockholder's adjusted basis in such shares to the extent thereof and thereafter
will be taxed as capital gain.

         Any dividend declared by us in October, November or December of any
year payable to a U.S. Stockholder of record on a specified date in any such
month will be treated as both paid by us and received by the U.S. Stockholder on
December 31, of such year, provided that the dividend is actually paid by us
during January of the following calendar year.

         U.S. Stockholders holding capital stock at the close of our taxable
year will be required to include, in computing their long-term capital gains for
the taxable year in which the last day of our taxable year falls, such amount as
we may designate in a written notice mailed to our stockholders. We may not
designate amounts in excess of our undistributed net capital gain for the 
taxable year. Each U.S. Stockholder required to include such a designated amount
in determining such stockholder's long-term capital gains will be deemed to have
paid, in the taxable year of the inclusion, the tax paid by us in respect of
such undistributed net capital gains. U.S. Stockholders subject to these rules
will be allowed a credit or a refund, as the case may be, for the tax deemed to
have been paid by such stockholders. U.S. Stockholders will increase their basis
in their capital stock by the difference between the amount of such includible
gains and the tax deemed paid by the U.S. Stockholder in respect of such gains.

         U.S. Stockholders may not include in their individual income tax
returns any of our net operating losses or capital losses. Instead, such losses
would be carried over by us for potential offset against our future income
(subject to certain limitations). Taxable distributions from us and gain from
the disposition of the capital stock will not be treated as passive activity
income and, therefore, U.S. Stockholders generally will not be able to apply any
"passive activity losses" (such as losses from certain types of limited
partnerships in which the U.S. Stockholder is a limited partner) against such
income. In addition, taxable distributions from us and gain from the disposition
of capital stock generally will be treated as investment income for purposes of
the investment interest limitations. We will notify the U.S. Stockholders after
the close of our 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, any gain or loss realized upon a taxable
disposition of the capital stock by a U.S. Stockholder who is not a dealer in
securities will be treated as long-term capital gain if held for more than 12
months and otherwise as short-term capital gain or loss. Long-term capital gain
of an individual U.S. Stockholder with respect to the sale of stock is generally
subject to a maximum tax rate of 20% in respect of property held in excess of 12
months. However, any loss upon a sale or exchange of capital stock by a U.S.
Stockholder who has held such stock for six months or less (after applying
certain holding period rules) will be treated as long-term capital loss to the
extent of distributions from us required to be treated by such U.S. 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.


                                       9


<PAGE>   11
BACKUP WITHHOLDING

         We will report to our U.S. Stockholders and to the Internal Revenue
Service ("IRS") the amount of dividends paid during each calendar year, and the
amount of tax withheld, if any. Under the backup withholding rules, a U.S.
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 U.S. Stockholder that does not provide us 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
U.S. Stockholder's income tax liability. In addition, we may be required to
withhold a portion of capital gain distributions to any U.S. Stockholders that
fail to certify their non-foreign status to us. See " Taxation of Non-U.S.
Stockholders of the Company."

TAXATION OF PENSION TRUSTS

         One of the requirements for us to qualify as a REIT for federal income
tax purposes is that, during the last half of each taxable year, not more than
50% in value of our capital stock can be owned by five or fewer individuals (as
defined in the Code to include certain entities). For purposes of the "five or
fewer" test described above, beneficiaries of a domestic pension trust that owns
shares of our capital stock generally will be treated as owning such shares in
proportion to their actuarial interests in the trust. In addition, amounts
distributed by us to a tax-exempt pension trust generally do not constitute
"unrelated business taxable income" ("UBTI") to such trust unless the trust owns
more than ten percent of the capital stock, in which case a portion of such
amounts distributed may be treated as UBTI.

TAXATION OF OUR NON-U.S. STOCKHOLDERS

         The rules governing United States federal income taxation of the
ownership and disposition of capital stock by persons that are, for purposes of
such taxation, nonresident alien individuals, foreign corporations, foreign
partnerships or foreign estates or trusts (collectively, "Non-U.S.
Stockholders") are complex, and no attempt is made herein to provide more than a
brief summary of such rules. Accordingly, the discussion does not address all
aspects of United States federal income tax and does not address state, local or
foreign tax consequences that may be relevant to a Non-U.S. Stockholder in light
of its particular circumstances. In addition, this discussion is based on
current law, which is subject to change, and assumes that we qualify for
taxation as a REIT. Prospective Non-U.S. Stockholders should consult with their
own tax advisers to determine the impact of federal, state, local and foreign
income tax laws with regard to an investment in capital stock, including any
reporting requirements.

         Distributions by us. Distributions by us to a Non-U.S. Stockholder that
are neither attributable to gain from sales or exchanges by us of United States
real property interests nor designated by us as capital gains dividends will be
treated as dividends of ordinary income to the extent that they are made out of
our current or accumulated earnings and profits. Such distributions ordinarily
will be subject to withholding of United States federal income tax on a gross
basis (that is, without allowance of deductions) at a 30% rate or such lower
rate as may be specified by an applicable income tax treaty, unless the
dividends are treated as effectively connected with the conduct by the Non-U.S.
Stockholder of a United States trade or business. Dividends that are effectively
connected with such a trade or business will be subject to tax on a net basis
(that is, after allowance of deductions) at graduated rates, in the same manner
as domestic stockholders are taxed with respect to such dividends, and are
generally not subject to withholding. Any such dividends received by a Non-U.S.
Stockholder that is a corporation may also be subject to an additional branch
profits tax at a 30% rate or such lower rate as may be specified by an
applicable income tax treaty. We expect to withhold United States income tax at
the rate of 30% on the gross amount of any such distributions made to a Non-U.S.
Stockholder unless (i) a lower treaty rate applies and any required form or 


                                       10



<PAGE>   12

certification evidencing eligibility for that reduced rate is filed with the
Company or (ii) the Non-U.S. Stockholder files an IRS Form 4224 with us claiming
that the distribution is effectively connected income.

         Distributions in excess of our current or accumulated earnings and
profits will not be taxable to a Non-U.S. Stockholder to the extent that they do
not exceed the adjusted basis of the stockholder's capital stock, but rather
will reduce the adjusted basis of such capital stock. To the extent that such
distributions exceed the adjusted basis of a Non-U.S. Stockholder's capital
stock, they will give rise to gain from the sale or exchange of its capital
stock, the tax treatment of which is described below. As a result of a
legislative change made by the Small Business Job Protection Act of 1996, it
appears that we will be required to withhold 10% of any distribution in excess
of our current and accumulated earnings and profits. Consequently, although we
intend to withhold at a rate of 30% on the entire amount of any distribution (or
a lower applicable treaty rate), to the extent that we do not do so, any portion
of a distribution not subject to withholding at a rate of 30% (or a lower
applicable treaty rate) will be subject to withholding at a rate of 10%.
However, the Non-U.S. Stockholder may seek a refund of such amounts from the IRS
if it subsequently determined that such distribution was, in fact, in excess of
our current or accumulated earnings and profits, and the amount withheld
exceeded the Non-U.S. Stockholder's United States tax liability, if any, with
respect to the distribution.

         Distributions to a Non-U.S. Stockholder that are designated by us at
the time of distribution as capital gains dividends (other than those arising
from the disposition of a United States real property interest) generally will
not be subject to United States federal income taxation, unless (i) the
investment in the capital stock is effectively connected with the Non-U.S.
Stockholder's United States trade or business, in which case the Non-U.S.
Stockholder will be subject to the same treatment as U.S. Stockholders with
respect to such gain (except that a stockholder that is a foreign corporation
may also be subject to the 30% branch profits tax, as discussed above), or (ii)
the Non-U.S. Stockholder is a nonresident alien individual who is present in the
United States for 183 days or more during the taxable year and has a "tax home"
in the United States, in which case the nonresident alien individual will be
subject to a 30% tax on the individual's capital gains.

         Under the Foreign Investment in Real Property Tax Act ("FIRPTA"),
distributions to a Non-U.S. Stockholder that are attributable to gain from sales
or exchanges by us of United States real property interests (whether or not
designated as a capital gain dividend) will cause the Non-U.S. Stockholder to be
treated as recognizing such gain as income effectively connected with a United
States trade or business. Non-U.S. Stockholders would thus generally be taxed at
the same rates applicable to U.S. Stockholders (subject to a special alternative
minimum tax in the case of nonresident alien individuals). Also, such gain may
be subject to a 30% branch profits tax in the hands of a Non-U.S. Stockholder
that is a corporation, as discussed above. We are required to withhold 35% of
any such distribution. That amount is creditable against the Non-U.S.
Stockholder's United States federal income tax liability.

         Although the law is not entirely clear on the matter, it appears that
amounts designated by us as undistributed capital gains in respect of
stockholders' shares would be treated with respect to Non-U.S. Stockholders in
the manner outlined in the preceding two paragraphs for actual distributions by
us of capital gain dividends. Under that approach, the Non-U.S. Stockholders
would be able to offset as a credit against their United States federal income
tax liability resulting therefrom their proportionate share of the tax paid by
us on such undistributed capital gains (and to receive from the IRS a refund to
the extent their proportionate share of such tax paid by us were to exceed their
actual United States federal income tax liability).

         Sale of Capital Stock. Gain recognized by a Non-U.S. Stockholder upon
the sale or exchange of capital stock generally will not be subject to United
States taxation unless such shares constitute a "United States real property
interest" within the meaning of FIRPTA. The capital stock will not constitute a
"United States real property interest" so long as we are a "domestically
controlled REIT." A "domestically controlled REIT" is a REIT in which at all
times during the specified testing period less than 50% in value of its stock is
held directly or indirectly by Non-U.S. Stockholders. Notwithstanding the
foregoing, gain from the sale or exchange


                                       11


<PAGE>   13

of capital stock not otherwise subject to FIRPTA will be taxable to a Non-U.S.
Stockholder if the Non-U.S. Stockholder is a nonresident alien individual who is
present in the United States for 183 days or more during the taxable year and
has a "tax home" in the United States. In such case, the nonresident alien
individual will be subject to a 30% United States withholding tax on the amount
of such individual's gain.

         We believe that it will continue to be a "domestically controlled
REIT," and therefore that the sale of capital stock will not be subject to
taxation under FIRPTA. However, because the capital stock is publicly traded, no
assurance can be given that we will continue to be a "domestically controlled
REIT." If we fail to qualify as a "domestically controlled REIT," gain arising
from the sale or exchange by a Non-U.S. Stockholder of capital stock still would
not be subject to United States taxation under FIRPTA as a sale of a "United
States real property interest," if (i) the capital stock (as applicable) is
"regularly traded" (as defined by applicable treasury regulations) on an
established securities market (e.g., the NYSE) and (ii) the selling Non-U.S.
Stockholder held 5% or less of the value of the outstanding class or series of
shares being sold at all times during a specified testing period. If gain on the
sale or exchange of capital stock were subject to taxation under FIRPTA, the
Non-U.S. Stockholder would be subject to regular United States income tax with
respect to such gain in the same manner as a U.S. Stockholder (subject to any
applicable alternative minimum tax and a special alterative minimum tax in the
case of nonresident alien individuals), and the purchaser of the capital stock
would be required to withhold and remit to the IRS 10% of the purchase price.

         Backup Withholding Tax and Information Reporting. Backup withholding
tax and information reporting will generally not apply to distributions paid to
Non-U.S. Stockholders outside the United States that are treated as (i)
dividends subject to the 30% (or lower treaty rate) withholding tax discussed
above, (ii) capital gains dividends or (iii) distributions attributable to gain
from the sale or exchange by us of United States real property interests. As a
general matter, backup withholding and information reporting will not apply to a
payment of the proceeds of a sale of capital stock by or through a foreign
office of a foreign broker. Information reporting (but not backup withholding)
will apply, however, to a payment of the proceeds of sale of capital stock by a
foreign office of a broker that (a) is a United States person, (b) derives 50%
or more of its gross income for certain periods from the conduct of a trade or
business in the United States or (c) is a "controlled foreign corporation"
(generally, a foreign corporation controlled by United States stockholders) for
United States tax purposes, unless the broker has documentary evidence in its
records that the holder is a Non-U.S. Stockholder and certain other conditions
are met, or the stockholder otherwise establishes an exemption. Payment to or
through a United States office of a broker of the proceeds of a sale of capital
stock is subject to both backup withholding and information reporting unless the
stockholder certifies under penalty of perjury that the stockholder is a
Non-U.S. Stockholder, or otherwise establishes an exemption. A Non-U.S.
Stockholder may obtain a refund of any amounts withheld under the backup
withholding rules by filing the appropriate claim for refund with the IRS.

         The United States Treasury Department has recently finalized
regulations regarding the withholding and information reporting rules discussed
above. In general, these regulations do not alter the substantive withholding
and information reporting requirements but unify certification procedures and
forms and clarify and modify reliance standards. These regulations generally are
effective for payments made after December 31, 1999, subject to certain
transition rules. A Non-U.S. Stockholder should consult its own advisor
regarding the effect of the new Treasury Regulations.

                                  LEGAL MATTERS

         The validity of the Shares offered hereby will be passed upon for us 
by Neal, Gerber & Eisenberg.

                                     EXPERTS

         Our consolidated financial statements as of December 31, 1998 and 1997
and for each of the three years in the period ended December 31, 1998 and the
consolidated financial statement schedule as 

                                       12


<PAGE>   14


of December 31, 1998 have been incorporated by reference herein from our Annual
Report on Form 10-K for the year ended December 31, 1998, all in reliance upon
the reports of PricewaterhouseCoopers LLP, independent certified public
accountants, and upon the authority of said firm as experts in accounting and
auditing. 



                                       13

<PAGE>   15

                                    PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

         The following table sets forth the various expenses in connection with
the sale and distribution of securities being registered, other than discounts,
concessions and brokerage commissions.
<TABLE>


<S>                                                           <C>     
SEC registration fee .......................................  $ 9,506 
Blue sky fees and expenses .................................      350*
Legal fees and expenses ....................................    5,500*
Accounting fees and expenses ...............................    3,000*
Miscellaneous (including NYSE listing fees) ................    1,144*
                                                                _____
 
                  Total ....................................  $19,500* 
</TABLE>
- ----------------
   *  Estimated

         The Company will bear all of the foregoing expenses.

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company is a Delaware corporation. In its Certificate of
Incorporation, as amended, 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 at
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.

                                      II-1

<PAGE>   16

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 16.  EXHIBITS.


     4.1  Specimen certificate representing Common Stock (incorporated by
          reference to the Company's Registration Statement on Form S-11 (File
          No. 33-56640), filed on April 6, 1993).
    
     5.1  Opinion of Neal, Gerber & Eisenberg, counsel for the Company.

     8.1  Tax 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 and
          Exhibit 8.1). 24.1 Powers of Attorney of certain officers and
          directors of the Company (included on signature page).

ITEM 17.  UNDERTAKINGS.

     (a) The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

                    To include 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, each such post-effective amendment 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.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
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.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than insurance payments and the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant 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 registrant 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 of whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.




                                      II-2
<PAGE>   17


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 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, as of April 8, 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 General Growth
Properties, Inc., 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 General
Growth Properties, Inc. to comply with the applicable provisions of the
Securities Act of 1933 and all requirements of the Securities and Exchange
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 of 1933, this
registration statement has been signed below as of April 8, 1999, by the 
following persons in the capacities indicated:
<TABLE>
<CAPTION>

          Signature                                            Title
          ---------                                            -----


<S>                                                  <C>
     /s/ Matthew Bucksbaum                           Chairman of the Board, Chief Executive Officer
     ------------------------                        and Director (Principal Executive Officer)
         Matthew Bucksbaum                           


     /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
     ------------------------                        (Principal Financial and Accounting Officer)
         Bernard Freibaum                            


     ------------------------                        Director
         Anthony Downs

</TABLE>


                                      II-3

<PAGE>   18

     /s/ Morris Mark                                 Director
     -----------------------
         Morris Mark


     -----------------------                         Director
         Beth Stewart


     /s/ A. Lorne Weil                               Director
     -----------------------
         A. Lorne Weil




                                      II-4
<PAGE>   19

                                  EXHIBIT INDEX

EXHIBIT
  NO.             DESCRIPTION
  ---             -----------

 4.1      Specimen certificate representing Common Stock (incorporated by
          reference to the Company's Registration Statement on Form S-11 (File
          No. 33-56640), filed on April 6, 1993).

 5.1      Opinion of Neal, Gerber & Eisenberg, counsel for the Company.

 8.1      Tax 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 and
          Exhibit 8.1).

24.1      Powers of Attorney of certain officers and directors of the Company
          (included on signature page).



                                      II-5



<PAGE>   1
                                                                     EXHIBIT 5.1
                            NEAL, GERBER & EISENBERG
                            TWO NORTH LASALLE STREET
                                   SUITE 2200
                               CHICAGO, IL 60602
                                 (312)269-8000


                                 April 21, 1999

General Growth Properties, Inc.
110 North Wacker Drive
Chicago, Illinois 60606

         Re:      Registration Statement on Form S-3

Gentlemen:

         We have acted as counsel to General Growth Properties, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, of 1,052,182 shares of its common stock, par
value $.10 per share (the "Shares"), which may be sold from time to time by the
selling stockholder identified in the Company's Registration Statement on Form
S-3 (the "Registration Statement") to be filed with the Securities and Exchange
Commission on or about April 21, 1999.

         As such counsel, we have examined such documents and certificates of
officers of the Company as we deemed relevant and necessary as the basis for the
opinion hereafter 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 upon the foregoing, we are of the opinion that the Shares which
are the subject of the Registration Statement have been duly and validly issued
and are fully paid and non-assessable.

         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 heading "Legal
Matters" in the Prospectus comprising a part of the Registration Statement.

         Please be advised that Marshall E. Eisenberg, a partner of our firm, is
the Secretary of the Company and certain of its affiliates. In addition, certain
partners of our firm and attorneys associated with 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.

                                            Very truly yours,

                                            /s/ NEAL, GERBER & EISENBERG



<PAGE>   1
                                                                     EXHIBIT 8.1
                            NEAL, GERBER & EISENBERG
                            TWO NORTH LASALLE STREET
                                   SUITE 2200
                                CHICAGO, IL 60602
                                 (312) 269-8000


                                 April 21, 1999



General Growth Properties, Inc.
110 North Wacker Drive
Chicago, Illinois 60606

Gentlemen:

         We are rendering the opinions contained herein in our capacity as tax
counsel to General Growth Properties, Inc., a Delaware corporation (the
"Company"). In so acting and in rendering the opinions expressed below, we have
examined and relied upon the originals, or copies certified or otherwise
identified to our satisfaction of such records, documents, agreements and
instruments as we have deemed necessary to the rendering of these opinions.

         Based upon and subject to the assumptions noted below, we are of the
opinion that for federal income tax purposes under current law, (1) for the
period beginning April 15, 1993 and ending December 31, 1998, the Company has
been organized and operated in a manner that has enabled it to qualify as a real
estate investment trust under Sections 856 through 859 of the Internal Revenue
Code of 1986, as amended (the "Code"), and (2) based on representation letters
from the Company, the Company's proposed method of operations will enable it to
continue to so qualify in the future.

         The opinions expressed herein are subject to the following
qualifications and assumptions:

         1. We have relied upon certain representations from the management of
the Company as to certain matters of fact upon which the foregoing opinions are
based, and we have no reason to believe that such reliance is not justified.

         2. The Company will, in the future, operate and remain organized in
the same manner that it has operated and been organized for the period from
April 15, 1993 through December 31, 1998.

         3. All documents submitted to us as originals and the originals of all
documents submitted to us as certified or photostatic copies are authentic, all
documents submitted to us 

<PAGE>   2
General Growth Properties, Inc.
December 4, 1998
Page 2


as certified or photostatic copies conform to the original documents and all
signatures are genuine.

         The opinions herein are given as of the date hereof, are based upon the
Code, regulations of the Department of the Treasury, published rulings and
procedures of the Internal Revenue Service, and judicial decisions, all as in
effect on the date hereof. These opinions are limited to the matters expressly
set forth herein and no opinions are to be implied or may be inferred beyond the
matters expressly so stated. We disclaim any obligation to update this letter
for events, whether legal or factual, occurring after the date hereof.

         This letter is given solely for your benefit in connection with the
Company's Registration Statement on Form S-3 relating to the registration for
resale under the Securities Act of 1933 of 1,052,182 shares of the Company's
common stock, par value $.10 per share. Without our prior written consent, this
letter may not be used or relied upon by any other person or for any other
purpose.

         Please be advised that Marshall E. Eisenberg, a partner of our firm, is
the Secretary of the Company and certain of its affiliates. In addition, certain
partners of our firm and attorneys associated with 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.

                                                    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-3 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 each of the three 
years in the period ended December 31, 1998, and the financial statement
schedule as of December 31, 1998, included in General Growth Properties, Inc.'s
Annual Report on Form 10-K for the fiscal year ended December 31, 1998. We also
consent to the reference to our firm under the caption "Experts."


                                                /s/ PricewaterhouseCoopers LLP



Chicago, Illinois
April 21, 1999


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