SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported)
July 30, 1999
GENERAL GROWTH PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-11656 42-1283895
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification Number)
incorporation)
110 N. Wacker Drive, Chicago, Illinois 60606
(Address of principal executive offices, Zip Code)
(312) 960-5000
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Ala Moana Center
On July 30, 1999, General Growth Properties, Inc. (the "Company")
(through a wholly-owned subsidiary) completed the acquisition of
Ala Moana Center in Honolulu, Hawaii from D/E Hawaii Joint
Venture, a general partnership consisting of Hawaii Central
Development, Inc. and Daiei Hawaii Investments, Inc. The
acquisition was completed pursuant to the terms of a definitive
purchase and sale agreement dated as of May 3, 1999. The
aggregate consideration paid by the Company was $810 million,
before closing adjustments, including a credit for the cost to
complete an ongoing expansion project.
The acquisition was funded with the proceeds of a new short-term
first mortgage loan of approximately $438 million from Secore
Financial Corporation, an affiliate of Goldman Sachs Mortgage
Company, and approximately $294 million in cash including a
portion of the net proceeds from the Company's July, 1999 public
offering of 10 million shares of common stock. The short-term
mortgage loan bears interest at LIBOR (5.18% at July 31, 1999)
plus 115 basis points per annum and matures on October 29, 1999.
The Company expects to refinance the mortgage loan before or on
its maturity through the issuance of commercial mortgage backed
securities. The Company may discuss with institutional investors
the formation of a new joint venture to own the property. The
terms of any joint venture, and the Company's interest in any
joint venture, have not been determined, and the Company may not
ultimately elect to form any such joint venture.
The properties comprising Ala Moana Center contain approximately
2.25 million square feet of total gross leasable area (GLA). Ala
Moana Center, the largest open-air shopping center in the world,
contains approximately 1.8 million square feet of GLA and
includes Nieman Marcus, Liberty House, Sears, and JCPenney as
anchor tenants. Occupancy at the mall is currently 87% when
factoring in the anticipated opening of an additional 130,000
square feet of GLA later in 1999. In addition to the Ala Moana
Center, the Company also acquired two adjoining office buildings
totaling approximately 383,000 square feet of GLA, additional
retail space of approximately 52,000 square feet of GLA, and
vacant land of approximately 44,000 square feet.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a), (b) The requisite financial statements and pro forma
financial information for the Ala Moana acquisition are hereby
incorporated herein by reference from the Company's Current
Report on Form 8-K (File No. 1-11656) dated July 12, 1999.
(c) Exhibits
See Exhibit Index attached hereto and incorporated herein.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
GENERAL GROWTH PROPERTIES, INC.
Date: August 12, 1999 By: /s/ Bernard Freibaum
________________________
Bernard Freibaum
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Page
Number Name Number
2.1 Purchase and Sale Agreement, dated as of May 3, 1999,
among D/E Hawaii Joint Venture, GGP Limited Partnership
and General Growth Properties, Inc.*
* Previously filed as Exhibit 2.1 to the Company's Current
Report on Form 8-K (File No. 1-11656) dated July 12, 1999
and incorporated herein by reference.
Draft dated: 08/12/1999
