AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 14, 2007
REGISTRATION NO. 333-_____
================================================================================
UNITED STATES
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 Number)
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. JOHN BUCKSBAUM
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)
----------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after this 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 this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the
Securities Act, check the following box. [X]
If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D., filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the
Securities Act, check the following box. [_]
----------
CALCULATION OF REGISTRATION FEE
============================================================================================================
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE FEE(3)
------------------------------------------------------------------------------------------------------------
Common stock, par value $0.01
per share, and preferred share
purchase rights(4) 17,470,360 $49.22 $859,891,120 $26,399
============================================================================================================
(1) Represents the maximum number of shares of the Registrant's common stock
that the Registrant expects could be issuable upon exchange of the 3.98%
Exchangeable Senior Notes due 2027 of GGP Limited Partnership (the
"Notes"). Pursuant to Rule 416(a) under the Securities Act, this
registration statement shall be deemed to cover any additional number of
shares of common stock as may be issued from time to time upon exchange of
the Notes as a result of stock splits, stock dividends or similar
transactions. No additional consideration will be received for such common
stock and, therefore, no registration fee is required pursuant to Rule
457(i) under the Securities Act.
(2) The price is estimated in accordance with Rule 457(c) under the Securities
Act, solely for the purpose of calculating the registration fee and is
$49.22, the average of the high and low prices of General Growth
Properties, Inc.'s common stock as reported by the New York Stock Exchange
on August 8, 2007.
(3) Determined pursuant to Rule 457(o) under the Securities Act.
(4) The shares of General Growth Properties, Inc.'s common stock being
registered hereby include associated preferred share purchase rights, which
attach to and trade with the shares of common stock. Pursuant to Rule 416
under the Securities Act, such amount also covers such additional number of
shares as may be required in the event of a stock split, stock dividend,
recapitalization or other similar transaction.
================================================================================
PROSPECTUS
17,470,360 SHARES
GENERAL GROWTH PROPERTIES, INC.
COMMON STOCK
Our operating partnership, GGP Limited Partnership (of which we are the
sole general partner and in which we own approximately 82% of the partnership
interests), issued and sold $1,550,000,000 aggregate principal amount of its
3.98% Exchangeable Senior Notes due 2027 (which we refer to as the "notes") in a
private transaction on April 16, 2007. Under certain circumstances, we may issue
shares of our common stock upon the exchange of the notes. In such
circumstances, the recipients of such common stock, whom we refer to as the
selling stockholders, may use this prospectus to resell from time to time the
shares of our common stock that we may issue to them upon the exchange of the
notes. Additional selling stockholders may be named by future prospectus
supplements.
The registration of the shares of our common stock covered by this
prospectus does not necessarily mean that any of the selling stockholders will
exchange their notes, that upon any exchange of the notes we will elect, in our
sole and absolute discretion, to exchange some or all of the net amount (as
defined in the notes) in excess of the principal return of the notes for shares
of our common stock rather than cash, or that any shares of our common stock
received upon exchange of the notes will be sold by the selling stockholders.
We will receive no proceeds from any issuance of shares of our common
stock to the selling stockholders upon exchange of notes or from any sale of
such shares by the selling stockholders, but we have agreed to pay certain
registration expenses relating to such shares of our common stock. The selling
stockholders from time to time may offer and sell the shares held by them
directly or through agents or broker-dealers on terms to be determined at the
time of sale, as described in more detail in this prospectus and any
accompanying prospectus supplements.
To assist us in complying with certain federal income tax requirements
applicable to real estate investment trusts, or REITs, our charter contains
certain restrictions relating to the ownership and transfer of our stock,
including an ownership limit of 7.5% on our common stock. See "Description of
Common Stock-Restrictions on Ownership and Transfer" beginning on page 4 of this
prospectus.
Our common stock is traded on the New York Stock Exchange under the
symbol "GGP". On August 13, 2007, the last reported sale price of our common
stock was $51.11 per share.
INVESTING IN THE OFFERED SECURITIES INVOLVES RISKS. SEE "RISK FACTORS"
ON PAGE 1.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF 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 AUGUST 14, 2007.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS AND IN ANY PROSPECTUS SUPPLEMENT. WE HAVE NOT
AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. IF ANYONE PROVIDES
YOU WITH DIFFERENT OR INCONSISTENT INFORMATION, YOU SHOULD NOT RELY ON IT. WE
ARE NOT MAKING AN OFFER OF THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE
IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS
PROSPECTUS AND IN ANY PROSPECTUS SUPPLEMENT OR IN THE DOCUMENTS INCORPORATED
THEREIN IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE OF THIS PROSPECTUS OR
SUCH DOCUMENTS.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS.......................................................ii
SUMMARY......................................................................1
RISK FACTORS.................................................................1
WHERE YOU CAN FIND MORE INFORMATION..........................................2
FORWARD-LOOKING STATEMENTS...................................................3
USE OF PROCEEDS..............................................................3
DESCRIPTION OF COMMON STOCK..................................................4
SELLING STOCKHOLDERS.........................................................8
PLAN OF DISTRIBUTION........................................................11
VALIDITY OF THE COMMON STOCK................................................13
EXPERTS.....................................................................13
ABOUT THIS PROSPECTUS
Unless otherwise indicated or unless the context requires otherwise,
all references in this prospectus to "we," "us," and "our" are to General Growth
Properties, Inc. and GGP Limited Partnership, together, including their
consolidated subsidiaries. References to "GGP" are to General Growth Properties,
Inc. and references to "GGP LP" are to GGP Limited Partnership, a Delaware
limited partnership (and its consolidated subsidiaries), in cases where it is
important to distinguish between GGP and GGP LP.
This prospectus is part of an automatic registration statement that we
filed with the Securities and Exchange Commission, or the SEC, as a "well-known
seasoned issuer" as defined in Rule 405 under the Securities Act of 1933, as
amended, or the Securities Act, using a "shelf" registration process for the
delayed offering and sale of securities pursuant to Rule 415 under the
Securities Act. Under the shelf process, the selling stockholders may, from time
to time, sell the offered securities described in this prospectus in one or more
offerings. Additionally, under the shelf process, in certain circumstances, we
may provide a prospectus supplement that will contain specific information about
the terms of a particular offering by one or more stockholders. We may also
provide a prospectus supplement to add, update or change information contained
in this prospectus.
This prospectus and any accompanying prospectus supplement do not
contain all of the information included in the registration statement. We have
omitted parts of the registration statement in accordance with the rules and
regulations of the SEC. For further information, we refer you to the
registration statement on Form S-3 of which this prospectus is a part, including
its exhibits. Statements contained in this prospectus and any accompanying
prospectus supplement about the provisions or contents of any agreement or other
document are not necessarily complete. If the SEC rules and regulations require
that an agreement or document be filed as an exhibit to the registration
statement, please see that agreement or document for a complete description of
these matters. You should not assume that the information in this prospectus,
any prospectus supplement or in any document incorporated herein or therein by
reference is accurate as of any date other than the date on the front of each
document.
You should read both this prospectus and any prospectus supplement
together with the additional information described under the heading "Where You
Can Find More Information" in this prospectus.
ii
SUMMARY
This summary contains a general summary of the information contained in
this prospectus. The summary may not contain all of the information that is
important to you, and it is qualified in its entirety by the more detailed
information and financial statements, including the notes to those financial
statements, that are part of the reports we file with the SEC and that are
incorporated by reference in this prospectus. You should carefully consider the
information contained in and incorporated by reference in this entire prospectus
including the information set forth under the heading "Risk Factors," on page 1
of this prospectus.
GENERAL
We are a self-administered and self-managed real estate investment
trust, referred to as a "REIT". We were organized in 1986 and through our
subsidiaries and affiliates own, operate, manage, lease, acquire, develop,
expand and finance operating properties located primarily throughout the United
States. Our operating properties consist of retail centers, office and
industrial buildings and mixed-use and other properties. As of June 30, 2007, we
had ownership interest in, or management responsibility for, a portfolio of over
200 regional shopping malls in 45 states.
We also develop and sell land for residential, commercial and other
uses, primarily in master planned communities. Land development and sales
operations are predominantly related to large-scale, long-term community
development projects in and around Columbia, Maryland; Summerlin, Nevada; and
Houston, Texas.
We conduct substantially all of our business through GGP Limited
Partnership, which we refer to in this prospectus as GGP LP. We own an
approximate 82% general partnership interest in GGP LP. The remaining
approximate 18% interest in GGP LP is held by limited partners and others who
have contributed properties to GGP LP.
Our principal executive office is located at 110 North Wacker Drive,
Chicago, Illinois 60606 and our phone number is (312) 960-5000.
THE OFFERING
This prospectus relates to the resale by the selling stockholders of up
to 17,470,360 shares of our common stock that we may issue to the selling
stockholders upon exchange of the 3.98% Exchangeable Senior Notes due 2027 of
GGP LP (plus an indeterminate number of additional shares of our common stock
that may be issued from time to time upon exchange of the notes as a result of
exchange rate adjustments under the terms of the notes).
RISK FACTORS
You should carefully consider the risk factors incorporated by
reference herein from our most recent Annual Report on Form 10-K and Quarterly
Report on Form 10-Q and other information contained or incorporated by reference
in this prospectus and any accompanying prospectus supplements, as the same may
be updated from time to time by our future filings under the Securities Exchange
Act of 1934, as amended. For more information, see the section entitled, "Where
You Can Find More Information" in this prospectus.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act of 1934 and, therefore, we file annual, quarterly and current
reports, proxy statements and other information with the SEC. You may read and
copy any document we file with the SEC at the SEC's Public Reference Room at 100
F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-732-0330
for further information on the operation of the SEC's Public Reference Room. You
also can obtain copies of such documents from the SEC's web site at
http://www.sec.gov or our web site at http://www.ggp.com. However, information
contained on our web site is not incorporated by reference in this prospectus
and, therefore, is not part of this prospectus.
The SEC 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 SEC, modifies or replaces this information. We incorporate
by reference in this prospectus the following documents:
o Our Annual Report on Form 10-K for the year ended December 31,
2006 (our "Form 10-K").
o Our Quarterly Report on Form 10-Q for the quarter ended March 31,
2007.
o Our Quarterly Report on Form 10-Q for the quarter ended June 30,
2007.
o Our Current Reports on Form 8-K, filed with the SEC on April 19,
June 28 and July 9, 2007.
o The portions of our Proxy Statement for our 2007 Annual Meeting
of Stockholders filed on Schedule 14A that have been incorporated
by reference into our Annual Report on Form 10-K.
o The description of our preferred stock purchase rights contained
in our Registration Statement on Form 8-A, which was filed with
the SEC on November 18, 1998, pursuant to Section 12(b) of the
Securities Exchange Act.
o The description of our common stock contained in our Registration
Statement on Form 8-A, which was filed with the SEC on January
12, 1993, pursuant to Section 12(b) of the Securities Exchange
Act.
o All documents filed by us with the SEC pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act after
the date of this prospectus and prior to the termination of this
offering.
TO RECEIVE A FREE COPY OF ANY OF THE DOCUMENTS INCORPORATED BY
REFERENCE IN THIS PROSPECTUS, OTHER THAN EXHIBITS, YOU MAY CALL OR WRITE GENERAL
GROWTH PROPERTIES, INC., ATTENTION: DIRECTOR OF INVESTOR RELATIONS, 110 NORTH
WACKER DRIVE, CHICAGO, ILLINOIS 60606, TELEPHONE (312) 960-5000.
You should rely only on the information provided or incorporated by
reference in this prospectus. We have not authorized anyone else to provide you
with different information. You should not assume that the information in this
prospectus is accurate as of any date other than the date on the cover page of
this prospectus.
2
FORWARD-LOOKING STATEMENTS
Our discussion in this prospectus or any information incorporated by
reference into this prospectus may contain forward-looking information
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, 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," "anticipates,"
"intends," "plans," "will," "believes," "seeks," "estimates," and "should" and
variations of these words and similar expressions are intended to identify these
forward-looking statements. Forward-looking statements made by us are based on
our estimates, projections, beliefs and assumptions at the time of the
statements and are not guarantees of future performance. We disclaim any
obligation to update or revise any forward-looking statement 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 us as a result of a
number of risks, uncertainties and assumptions. Representative examples of these
factors include, without limitation, conditions in the retail market, tenant
occupancy and tenant bankruptcies, the level of our indebtedness and interest
rates, land sales in the master planned communities, the cost and success of our
development and re-development projects and our ability to successfully manage
our growth.
USE OF PROCEEDS
We will not receive any proceeds upon the sale of the common stock
covered by this prospectus and any accompanying prospectus supplements, but we
will incur expenses in connection with the filing of the registration statement
of which this prospectus forms a part. We will pay certain costs and expenses
incurred in connection with the sale of the common stock covered by this
prospectus and any accompanying prospectus supplements, excluding any brokerage
fees and commissions and share transfer and other taxes attributable to the sale
of the common stock, which will be paid by the selling stockholders.
3
DESCRIPTION OF COMMON STOCK
GENERAL
Our authorized capital stock consists of 875,000,000 shares of common
stock, par value $.01 per share, and 5,000,000 shares of preferred stock, par
value $100 per share. The following summary description of our common stock does
not purport to be complete and is qualified by reference to our Restated
Certificate of Incorporation and the Certificate of Designations, Preferences
and Rights of Increasing Rate Cumulative Preferred Stock, Series 1 filed with
the Delaware Secretary of State on February 26, 2007, a form of which was filed
with our Form 10-K, and any other certificate of designations which we will file
with the SEC in connection with any other offering of preferred stock.
As of August 9, 2007, 243,776,233 shares of our common stock were
issued and outstanding and no shares of Junior Participating Preferred Stock or
other Preferred Stock were issued and outstanding. In addition, as of such date,
57,165,375 units of partnership interest in GGP Limited Partnership were
outstanding and held by limited partners. Our common stock is listed on the New
York Stock Exchange under the symbol "GGP".
Holders of our common stock possess exclusive voting power, except as
otherwise required by law or provided in our certificates of designations and
any resolution adopted by the our board of directors with respect to any series
of capital stock subsequently established. Each share of common stock entitles
the holder to one vote on all matters submitted to a vote of stockholders. Our
stockholders do not have cumulative voting rights in the election of directors.
Subject to any preferential rights of any outstanding series of preferred stock,
holders of our common stock are entitled to share ratably in such distributions
as our board of directors may declare from time to time from available funds
and, upon liquidation, are entitled to receive their proportionate share of all
assets available for distribution.
RESTRICTIONS ON OWNERSHIP AND TRANSFER
For GGP to remain qualified as a REIT under the Internal Revenue Code
of 1986, as amended (the "Code"), the following conditions (among others) must
be satisfied:
o not more than 50% in value of our outstanding capital stock may
be owned, directly or indirectly, by five or fewer individuals,
as defined in the Code to include certain entities, at any time
during the last half of a taxable year;
o the capital stock must be beneficially owned, without regard to
any rules of attribution of ownership, by 100 or more persons
during at least 335 days of a taxable year of 12 months or during
a proportionate part of a shorter taxable year; and
o certain percentages of our gross income and assets must be from
particular activities and types of assets.
Accordingly, our certificate of incorporation contains provisions which
limit the value of our outstanding capital stock that may be owned by any
stockholder. We refer to this limit as the "Ownership Limit."
Subject to certain exceptions, the Ownership Limit provides that no
stockholder, other than Martin Bucksbaum (now deceased), Matthew Bucksbaum,
their families and related trusts (collectively, the "Bucksbaums"), may own, or
be deemed to own by virtue of the applicable attribution provisions of the Code,
more than the Ownership Limit. The Ownership Limit was originally set at 6.5% of
the value of the outstanding capital stock, and was increased to 7.5% of the
value of the outstanding capital stock as a result of legislation passed in
1993. Our board of directors is authorized to further increase the Ownership
Limit to not more than 9.8% of the value of the outstanding capital stock. Our
certificate of incorporation permits the Bucksbaums to exceed the Ownership
Limit. Currently, the Bucksbaums exceed such limit. The Ownership Limit provides
that the Bucksbaums may acquire additional shares pursuant to certain rights
granted to them in connection with our initial
4
public offering or from other sources so long as the acquisition does not result
in the five largest beneficial owners of capital stock holding more than 50% of
the outstanding capital stock.
Our board of directors may waive the Ownership Limit if presented with
satisfactory evidence that such ownership will not jeopardize our status as a
REIT. As a condition of such waiver, our board of directors may require opinions
of counsel satisfactory to it and/or an undertaking from the applicant with
respect to preserving our REIT status. The Ownership Limit will not apply if the
board of directors and the holders of capital stock determine that it is no
longer in our best interests to attempt to qualify, or to continue to qualify,
as a REIT. If shares of capital stock in excess of the Ownership Limit, or
shares which would cause GGP to be beneficially owned by fewer than 100 persons,
are issued or transferred to any person, such issuance or transfer shall be null
and void and the intended transferee will acquire no rights to such shares.
Our certificate of incorporation further provides that upon a transfer
or other event that results in a person owning (either directly or by virtue of
the applicable attribution rules) capital stock in excess of the applicable
Ownership Limit (referred to as "Excess Shares"), such person (known as a
"Prohibited Owner") will not acquire or retain any rights or beneficial economic
interest in such Excess Shares. Rather, the Excess Shares will be automatically
transferred to a person or entity unaffiliated with and designated by GGP to
serve as trustee of a trust for the exclusive benefit of a charitable
beneficiary to be designated by GGP within five days after the discovery of the
transaction which created the Excess Shares. The trustee shall have the
exclusive right to designate a person who may acquire the Excess Shares without
violating the applicable ownership restrictions (a "Permitted Transferee") to
acquire any and all of the shares held by the trust. The Permitted Transferee
must pay the trustee valuable consideration (whether in a public or private
sale) for the Excess Shares. The trustee shall pay to the Prohibited Owner the
lesser of (a) the value of the shares at the time they became Excess Shares and
(b) the price received by the trustee from the sale of the Excess Shares to the
Permitted Transferee. The beneficiary will receive the excess of (a) the sale
proceeds from the transfer to the Permitted Transferee over (b) the amount paid
to the Prohibited Owner, if any, in addition to any dividends paid with respect
to the Excess Shares.
The Ownership Limit will not be automatically removed even if the REIT
provisions of the Code are changed so as to no longer contain any ownership
concentration limitation or if the ownership concentration limitation is
increased. Except as otherwise described above, any change in the Ownership
Limit would require an amendment to our certificate of incorporation. Amendments
to our certificate of incorporation require the affirmative vote of holders
owning a majority of the outstanding capital stock. In addition to preserving
our status as a REIT, the Ownership Limit may preclude an acquisition of control
over GGP and GGP LP without the approval of our board of directors.
All certificates representing capital stock will bear a legend
referring to the restrictions described above.
All persons who own, directly or by virtue of the attribution
provisions of the Code, more than 7.5% of the value of the outstanding capital
stock must file an affidavit with GGP containing the information specified in
our certificate of incorporation within 30 days after January 1 of each year. In
addition, each stockholder shall upon demand be required to disclose to GGP in
writing such information with respect to the direct, indirect and constructive
ownership of shares as our board of directors deems necessary to comply with the
provisions of the Code applicable to a REIT or to comply with the requirements
of any taxing authority or governmental agency. United States Treasury
Regulations currently require GGP to send annual written statements requesting
information as to the actual ownership of the capital stock from each record
holder of more than 1% of our outstanding capital stock. Depending upon the
number of record holders of the capital stock, the reporting threshold required
by the Regulations can fall as low as 0.5%. Record holders that fail to submit a
written statement in response to the request must attach to their federal income
tax returns specified information regarding the actual ownership of shares of
capital stock of which they are the record holder.
LIMITATION OF LIABILITY OF DIRECTORS
o Our certificate of incorporation provides that a director will
not be personally liable for monetary damages to GGP or to our
stockholders for breach of fiduciary duty as a director, except
for liability:
5
o for any breach of the director's duty of loyalty to GGP or to our
stockholders;
o for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;
o for paying a dividend or approving a stock repurchase in
violation of Section 174 of the Delaware General Corporation Law,
or
o for any transaction from which the director derived an improper
personal benefit.
While our certificate of incorporation provides directors with
protection from awards for monetary damages for breaches of their duty of care,
it does not eliminate such duty. Accordingly, our certificate of incorporation
will have no effect on the availability of equitable remedies such as an
injunction or rescission based on a director's breach of his or her duty of
care. The provisions of our certificate of incorporation described above apply
to an officer of GGP only if he or she is a director of GGP and is acting in his
or her capacity as director, and do not apply to officers of GGP who are not
directors.
INDEMNIFICATION AGREEMENTS
GGP has entered into indemnification agreements with each of its
officers and directors. The indemnification agreements require, among other
things, that GGP indemnify its officers and directors to the fullest extent
permitted by law, and advance to its officers and directors all related
expenses, subject to reimbursement if it is subsequently determined that
indemnification is not permitted. GGP must also indemnify and advance all
expenses incurred by officers and directors seeking to enforce their rights
under the indemnification agreements, and cover them under our directors' and
officers' liability insurance. Although the form of the indemnification
agreement offers substantially the same scope of coverage afforded by provisions
in our certificate of incorporation and bylaws, it provides greater assurance to
the 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 stockholders to eliminate the rights it provides.
DELAWARE ANTI-TAKEOVER STATUTE
GGP is a Delaware corporation subject to Section 203 of the Delaware
General Corporation Law. In general, Section 203 prevents an "interested
stockholder" (defined generally as a person owning 15% or more of our
outstanding voting stock) from engaging in a "business combination" (as defined
in Section 203) with GGP for three years following the date that person becomes
an interested stockholder unless:
o before that person became an interested stockholder, our board of
directors approved the transaction in which the interested
stockholder became an interested stockholder or approved the
business combination;
o upon completion of the transaction that resulted in the
interested stockholder becoming an interested stockholder, the
interested stockholder owned at least 85% of our voting stock
outstanding at the time the transaction commenced (excluding
stock held by directors who are also our officers and by employee
stock plans that do not provide employees with the right to
determine confidentially whether shares held subject to the plan
will be tendered in a tender or exchange offer); or
o following the transaction in which that person became an
interested stockholder, the business combination is approved by
our board of directors and authorized at a meeting of
stockholders by the affirmative vote of the holders of at least
two-thirds of our outstanding voting stock not owned by the
interested stockholder.
Under Section 203, these restrictions do not apply to certain business
combinations proposed by an interested stockholder following the announcement or
notification of one of certain extraordinary transactions involving GGP and a
person who was not an interested stockholder during the previous three years or
who became
6
an interested stockholder with the approval of a majority of our directors, if
that extraordinary transaction is approved or not opposed by a majority of the
directors who were directors before any person became an interested stockholder
in the previous three years or who were recommended for election or elected to
succeed such directors by a majority of such directors then in office.
PREFERRED SHARE PURCHASE RIGHTS
GGP has adopted a shareholder rights plan, pursuant to which it
declared a dividend of one preferred share purchase right, referred to as
"Right," for each share of common stock outstanding on December 10, 1998 to the
stockholders of record on that date. A Right is also attached to each
subsequently issued share of common stock. Prior to becoming exercisable, the
Rights trade together with the common stock.
The Rights become exercisable when a person or group acquires or
commences or announces a tender or exchange offer for 15% or more of the common
stock (or, in the case of certain grandfathered stockholders described in the
shareholder rights plan, more than the applicable grandfathered limit described
in the plan). Each Right initially entitles the holder to purchase from GGP one
one-thousandth of a share of Junior Participating Preferred Stock, par value
$100 per share, at an exercise price of $148 per one one-thousandth of a share,
subject to adjustment. In the event that a person or group acquires 15% or more
of the common stock, each Right will entitle the holder (other than the
acquirer) to purchase shares of common stock (or, in certain circumstances cash
or other securities) having a market value of twice the exercise price of a
Right at such time. Under certain circumstances, each Right will entitle the
holder (other than the acquirer) to purchase common stock of the acquirer having
a market value of twice the exercise price of a Right at such time. In addition,
under certain circumstances, our board of directors may exchange each Right
(other than those held by the acquirer) for one share of common stock, subject
to adjustment. If the Rights become exercisable, holders of units of partnership
interest in GGP Limited Partnership, other than GGP, will receive the number of
Rights they would have received if their units had been redeemed and the
purchase price paid in common stock.
The Rights expire on November 18, 2008, unless earlier redeemed by our
board of directors for $.01 per Right or such expiration date is extended.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the common stock is Mellon
Investor Services LLC, Ridgefield Park, New Jersey.
7
SELLING STOCKHOLDERS
The notes were originally issued by GGP LP, our operating partnership,
and sold by the initial purchasers of the notes in transactions exempt from the
registration requirements of the Securities Act to persons reasonably believed
by the initial purchasers to be qualified institutional buyers as defined by
Rule 144A under the Securities Act. Under certain circumstances, we may issue
shares of our common stock upon the exchange of the notes. In such
circumstances, the recipients of shares of our common stock, whom we refer to as
the selling stockholders, may use this prospectus and any accompanying
prospectus supplement to resell from time to time the shares of our common stock
that we may issue to them upon the exchange of the notes. Information about
selling stockholders is set forth in this prospectus, and information about
additional selling stockholders may be set forth in a prospectus supplement, in
a post-effective amendment, or in filings we make with the SEC under the
Exchange Act that are incorporated by reference in this prospectus.
The following table sets forth information, as of August 10, 2007, with
respect to the selling stockholders and the maximum number of shares of our
common stock that we expect could become beneficially owned by each selling
stockholder should we issue shares of our common stock to such selling
stockholder that may be offered pursuant to this prospectus upon the exchange of
the notes. The information is based on information provided by or on behalf of
the selling stockholders. Solely for purposes of determining the number of
shares covered by this registration statement, the number of shares of our
common stock issuable upon the exchange of the notes shown in the table below is
based upon the exchange of the full principal amount of notes held by each
selling stockholder at the current exchange rate of 11.2712 shares of our common
stock per $1,000 principal amount of notes. However, due to the exchange
settlement provisions of the notes, the greatest number of shares of our common
stock that we may actually issue upon any exchanges of notes, based on our
current "net share settlement" election, is a number of shares having an
aggregate value equal to the difference between the aggregate exchange value and
the aggregate principal amount of notes exchanged. In other words, shares
issuable upon exchange of the notes, based on our current "net share settlement"
election, can only have a value equal to the net amount (as defined in the
notes) and not the principal amount. The return of the principal amount in
shares was assumed solely for purposes of determining the shares registered
under this registration statement. The exchange rate on the notes is subject to
adjustment in certain events. Accordingly, the number of shares of our common
stock issuable upon the exchange of the notes may increase or decrease from time
to time. The percent of shares of common stock beneficially owned following the
exchange is based on 243,776,233 shares of common stock outstanding as of
August 9, 2007.
Unless otherwise indicated in the footnotes below, we believe that the
persons and entities named in the table will have sole voting and investment
power with respect to all shares beneficially owned. Because the selling
stockholders may offer, pursuant to this prospectus, all or some portion of the
common stock listed below, no estimate can be given as to the amount of common
stock that will be held by the selling stockholder upon consummation of any
sales. In addition, the selling stockholders listed in the table may have sold,
transferred or otherwise disposed of, in transactions exempt from registration
requirements of the Securities Act, some or all of their notes or common stock
since the date as of which such information was provided to us.
Unless otherwise set forth below, no selling stockholder has had any
material relationship with us or any of our affiliates within the past three
years, other than as a stockholder.
8
Information about the selling stockholders may change over time. Any
changed information given to us by the selling stockholders will be set forth in
prospectus supplements or amendments to this prospectus if and when necessary.
NUMBER OF SHARES PERCENTAGE OF
BENEFICIALLY NUMBER OF SHARES COMMON STOCK
OWNED BEFORE BEING OFFERED FOR OUTSTANDING
NAME OFFERING (1) RESALE (2) (3)
------------------------------------------------------------- ----------------- ------------------ -------------
Akanthos Arbitrage Master Fund, L.P. c/o Akanthos Capital
Management, LLC............................................... 788,984 788,984 *
ALTMA Fund SICAV PLC (in Respect of Trinity Sub-Fund)......... 23,229 23,229 *
AM International E-MAC 63 Ltd................................. 59,173 59,173 *
AM Master Fund I, L.P......................................... 49,311 49,311 *
Argent Classic Convertible Arbitrage Fund II, L.P............. 11,834 11,834 *
Argent Classic Convertible Arbitrage Fund Ltd................. 489,846 489,846 *
Argent Classic Convertible Arbitrate Fund L.P................. 51,847 51,847 *
Argent LowLev Convertible Arbitrage Fund II, LLC.............. 2,592 2,592 *
Argent LowLev Convertible Arbitrage Fund Ltd.................. 87,577 87,577 *
Argentum Multi-Strategy Fund 1 LP Classic..................... 3,381 3,381 *
Argentum Multi-Strategy Fund Ltd-Classic...................... 5,522 5,522 *
Arkansas Pers................................................. 35,222 35,222 *
Capital Invest Global High Yield Bond......................... 6,762 6,762 *
Citigroup Global Markets Inc.................................. 791,520 791,520 *
Class C Trading Company, Ltd.................................. 75,291 75,291 *
CNH CA Master Account, L.P.................................... 56,356 56,356 *
CQS Convertible and Quantitative Strategies Master Fund c/o
CQS (UK) LLP.............................................. 1,521,612 1,521,612 *
DBAG London................................................... 731,050 731,050 *
Delaware Dividend Income Fund................................. 18,991 18,991 *
Delaware Group Dividend & Income Fund......................... 2,592 2,592 *
Delaware Group Global Dividend & Income Fund.................. 958 958 *
Deutsche Bank Securities, Inc................................. 33,813 33,813 *
Elite Classic Convertible Arbitrage Ltd. c/o Fulcrum Limited.. 16,117 16,117 *
GE Singapore Life Insurance Fund.............................. 4,226 4,226 *
HFR CA Global Select Master Trust Account..................... 14,765 14,765 *
ING Pioneer High Yield Portfolio.............................. 16,906 16,906 *
JMG Capital Partners, LP...................................... 515,657 515,657 *
JMG Triton Offshore Fund, Ltd................................. 780,530 780,530 *
JPMorgan Securities, Inc...................................... 788,984 788,984 *
KBC Financial Products USA, Inc............................... 84,534 84,534 *
Lydian Global Opportunities Master Fund Limited............... 84,534 84,534 *
Lydian Overseas Partners Master Fund L.T.D.................... 253,602 253,602 *
Lyxor Master Fund Ref: Argent/LowLev CB c/o Argent........... 50,156 50,156 *
Lyxor Quest Fund.............................................. 66,274 66,274 *
Lyxor/AM Investment Fund Ltd.................................. 12,680 12,680 *
Magnetar Capital Master Fund, Ltd............................. 112,712 112,712 *
Old Lane Cayman Master Fund LP................................ 319,076 319,076 *
Old Lane HMA Master Fund LP................................... 90,485 90,485 *
Old Lane U.S. Master Fund LP.................................. 125,820 125,820 *
Partners Group Alternative Strategies PCC LTD................. 43,281 43,281 *
Pioneer Diversified High Income Trust......................... 4,508 4,508 *
Pioneer Funds - Global High Yield............................. 12,961 12,961 *
Pioneer Funds - US Corp HY Bond............................... 28,178 28,178 *
Pioneer Global High Yield Fund................................ 11,327 11,327 *
Pioneer Global High Yield VCT Portfolio....................... 845 845 *
Pioneer High Yield Fund....................................... 550,034 550,034 *
Pioneer High Yield VCT........................................ 17,470 17,470 *
Platinum Grove Contingent Capital Master Fund
c/o Citco Fund Services (Bermuda) Limited................. 394,492 394,492 *
Polish US High Yield Fund..................................... 56,356 56,356 *
Polygan Global Opportunities Master Fund...................... 56,356 56,356 *
9
NUMBER OF SHARES PERCENTAGE OF
BENEFICIALLY NUMBER OF SHARES COMMON STOCK
OWNED BEFORE BEING OFFERED FOR OUTSTANDING
NAME OFFERING (1) RESALE (2) (3)
------------------------------------------------------------- ----------------- ------------------ -------------
Quest Global Convertible Master Fund Ltd...................... 1,352 1,352 *
Royal Bank of Canada.......................................... 112,712 112,712 *
S.A.C. Arbitrage Fund, LLC c/o S.A.C. Capital Advisors, LLC... 225,424 225,424 *
Satellite Convertible Arbitrage Master Fund LLC............... 112,712 112,712 *
Stark Master Fund Ltd. c/o Stark Offshore Management LLC...... 732,628 732,628 *
TQA Master Fund Ltd. c/o TQA Investors, LLC................... 25,010 25,010 *
TQA Master Plus Fund Ltd.c/o TQA Investors, LLC 9,783 9,783 *
UBS O'Connor LLC f/b/o: O'Connor Global
Convertible Arbitrage II Master Limited................... 18,315 18,315 *
UBS O'Connor LLC f/b/o: O'Connor Global
Convertible Arbitrage Master Limited...................... 263,464 263,464 *
Waterstone Market Neutral Master Fund,
L&A.................... 600,754 600,754 *
Wells Fargo & Company......................................... 225,424 225,424 *
Xavex Convertible Arbitrage 10 Fund........................... 32,911 32,911 *
Xavex Convertible Arbitrage 2 Fund............................ 14,652 14,652 *
Zurich Institutional Benchmarks Master Fund Ltd. c/o TQA
Investors, LLC................................................ 8,802 8,802 *
Unnamed stockholders or any future transferees, pledgees,
donees or successors of or from any such unnamed
stockholders(4) .............................. 5,726,088
-----------
Total 17,470,360
-----------
---------
+ We have ongoing relationships with certain of these selling stockholders or
their affiliates including through their participation as lenders under our
credit facility; their provision of commercial banking services, including
mortgage loans and the provision of cash management services; their
participation with us in interest swap agreements and other hedging
instruments; or through their acting as underwriters for issuances of our
securities.
* Less than one percent of the common stock outstanding, as applicable.
(1) Because no selling stockholders has indicated any beneficial ownership of
shares of common stock prior to exchange of any notes, includes only shares
of common stock issuable upon the exchange of the notes.
(2) Assumes the selling stockholder sells all of the common stock being offered
by this prospectus.
(3) Calculated based on Rule 13d-3(d)(i) under the Securities Exchange Act of
1934, as amended, using 243,776,233 shares outstanding on August 9, 2007.
In calculating this amount, we treated as outstanding the number of shares
of common stock issuable upon exchange of the holder's notes. However, we
did not assume exchange of any of other holder's notes.
(4) We will identify additional selling stockholders, if any, by prospectus
supplement or post-effective amendment before they offer or sell their
securities.
10
PLAN OF DISTRIBUTION
The selling stockholders and their successors, which term includes
their transferees, pledgees or donees or their successors, may sell our common
stock issuable upon exchange of the notes directly to purchasers or through
underwriters, broker-dealers or agents, who may receive compensation in the form
of discounts, concessions or commissions from the selling stockholders or the
purchasers. These discounts, concessions or commissions as to any particular
underwriter, broker-dealer or agent may be in excess of those customary in the
types of transactions involved.
The common stock may be sold in one or more transactions at:
o fixed prices;
o prevailing market prices at the time of sale;
o prices related to the prevailing market prices;
o varying prices determined at the time of sale; or
o negotiated prices.
These sales may be effected in transactions:
o on any national securities exchange or quotation service on which
our common stock may be listed or quoted at the time of sale,
including the New York Stock Exchange;
o in the over-the-counter market;
o otherwise than on such exchanges or services or in the
over-the-counter market;
o through the writing of options, whether the options are listed on
an options exchange or otherwise (including the issuance by the
selling stockholders of derivative securities);
o through the settlement of short sales; or
o any combination of the foregoing.
These transactions may include block transactions or crosses. Crosses
are transactions in which the same broker acts as agent on both sides of the
trade.
In connection with sales of the common stock or otherwise, the selling
stockholders may (A) enter into hedging transactions with broker-dealers or
other financial institutions, which may in turn engage in short sales of the
common stock in the course of hedging positions they assume, (B) sell the common
stock short and deliver the common stock to close out short positions, (C) loan
or pledge the common stock to broker-dealers or other financial institutions
that in turn may sell the common stock, (D) enter into option or other
transactions with broker-dealers or other financial institutions that require
the delivery to the broker-dealer or other financial institution of the common
stock, which the broker-dealer or other financial institution may resell
pursuant to this prospectus, or (E) enter into transactions in which a
broker-dealer makes purchases as a principal for resale for its own account or
through other types of transactions.
The aggregate proceeds to the selling stockholders from the sale of the
common stock offered by them hereby will be the purchase price of our common
stock less discounts and commissions, if any. Each of the selling stockholders
reserves the right to accept and, together with their agents from time to time,
to reject, in whole or in
11
part, any proposed purchase of common stock to be made directly or through
agents. We will not receive any of the proceeds from this offering.
Our common stock is listed for trading on the New York Stock Exchange
under the symbol "GGP".
In order to comply with the securities laws of some states, if
applicable, our common stock may be sold in these jurisdictions only through
registered or licensed brokers or dealers.
The selling stockholders and any broker-dealers or agents that
participate in the sale of our common stock may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act of 1933. Profits on
the sale of our common stock by selling stockholders and any discounts,
commissions or concessions received by any broker-dealers or agents might be
deemed to be underwriting discounts and commissions under the Securities Act.
Selling stockholders who are deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act will be subject to the prospectus delivery
requirements of the Securities Act. To the extent the selling stockholders may
be deemed to be "underwriters," they may be subject to statutory liabilities,
including, but not limited to, Sections 11, 12 and 17 of the Securities Act.
The selling stockholders and any other person participating in a
distribution will be subject to applicable provisions of the Exchange Act and
the rules and regulations thereunder. Regulation M of the Exchange Act may limit
the timing of purchases and sales of any of the securities by the selling
stockholders and any other person. In addition, Regulation M may restrict the
ability of any person engaged in the distribution of the securities to engage in
market-making activities with respect to the particular securities being
distributed for a period of up to five business days before the distribution.
To our knowledge, there are currently no plans, arrangements or
understandings between any selling stockholder and any underwriter,
broker-dealer or agent regarding the sale of our common stock by the selling
stockholders.
A selling stockholder may decide not to sell any of our common stock
described in this prospectus. We cannot assure holders that any selling
stockholder will use this prospectus to sell any or all of our common stock. Any
securities covered by this prospectus which qualify for sale pursuant to Rule
144 or Rule 144A of the Securities Act may be sold under Rule 144 or Rule 144A
rather than pursuant to this prospectus. In addition, a selling stockholder may
transfer, devise or gift the common stock by other means not described in this
prospectus.
With respect to a particular offering of our common stock, to the
extent required, an accompanying prospectus supplement or, if appropriate, a
post-effective amendment to the registration statement of which this prospectus
is a part will be prepared and will set forth the following information:
o the common stock to be offered and sold;
o the names of the selling stockholders;
o the respective purchase prices and public offering prices and
other material terms of the offering;
o the names of any participating agents, broker-dealers or
underwriters; and
o any applicable commissions, discounts, concessions and other
items constituting, compensation from the selling stockholders.
We will pay all of our expenses and specified expenses incurred by the
selling stockholders incidental to the registration, offering and sale of the
common stock issuable upon exchange of the notes to the public, but each selling
stockholder will be responsible for payment of commissions, concessions, fees
and discounts of underwriters, broker-dealers and agents.
12
VALIDITY OF THE COMMON STOCK
The validity of the common stock offered by this prospectus will be
passed upon for General Growth Properties, Inc. by Linda J. Wight, Esq., Vice
President and Associate General Counsel of General Growth Properties, Inc.
EXPERTS
The consolidated financial statements of General Growth Properties,
Inc. and subsidiaries, except the equity in net assets and net income of
GGP/Homart, Inc., GGP/Homart II L.L.C. and GGP-TRS L.L.C., which are
unconsolidated joint venture investments of GGP that are accounted for by use of
the equity method, as of December 31, 2006 and 2005, and for each of the three
years in the period ended December 31, 2006, the related consolidated financial
statement schedule, and management's report on the effectiveness of internal
control over financial reporting incorporated in this prospectus by reference
from GGP's Annual Report on Form 10-K for the year ended December 31, 2006, have
been audited by Deloitte & Touche LLP, an independent registered public
accounting firm, as stated in their reports, which are incorporated herein by
reference, and have been so incorporated in reliance upon the reports of
Deloitte & Touche LLP given upon their authority as experts in accounting and
auditing.
The consolidated financial statements of GGP/Homart, Inc. and
subsidiaries as of December 31, 2006 and 2005, and for each of the years in the
three-year period ended December 31, 2006, GGP/Homart II L.L.C. and subsidiaries
as of December 31, 2006 and 2005, and for each of the years in the three-year
period ended December 31, 2006, and GGP-TRS L.L.C. and subsidiaries as of
December 31, 2006 and 2005, and for the years then ended (not presented
separately in General Growth Properties, Inc's Annual Report on Form 10-K) have
been audited by KPMG LLP, independent registered public accounting firm, as
stated in the reports appearing in the General Growth Properties, Inc. Annual
Report on Form 10-K for the year ended December 31, 2006. The reports of KPMG
LLP have been incorporated by reference herein, and upon authority of said firm
as experts in accounting and auditing.
13
--------------------------------------------------------------------------------
17,470,360 SHARES
GENERAL GROWTH PROPERTIES, INC.
COMMON STOCK
-----------------
PROSPECTUS
-----------------
--------------------------------------------------------------------------------
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated fees and expenses payable
by GGP in connection with the issuance and distribution of the securities being
registered:
Registration fee $ 26,399
*Printing and duplicating expenses 10,000
*Legal fees and expenses (including blue sky fees) 35,000
*Accounting fees and expenses 20,000
*Miscellaneous 8,601
*Total $ 100,000
------------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant is a Delaware corporation. In its Restated Certificate
of Incorporation and its Amended and Restated Bylaws, the Registrant has adopted
(a) the provisions of Section 102(b)(7) of the Delaware General Corporation Law
(the "Delaware Law"), 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 Delaware Law (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 Delaware
Law, 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 Registrant has entered into indemnification agreements with certain
of its directors. The indemnification agreements, among other things, require
the indemnification of the Registrant's officers and directors to the fullest
extent permitted by law, and require that the Registrant 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 Registrant to cover
officers and directors under its directors' and officers' liability insurance.
Although the indemnification agreements offer substantially the same scope of
coverage afforded by provisions in the Registrant's Certificate of Incorporation
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 it provides.
ITEM 16. EXHIBITS
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
------------- --------------------------------------------------------------
3.1 Restated Certificate of Incorporation of General Growth
Properties, Inc. (the "Registrant") filed with the Delaware
Secretary of State on February 10, 2006 (previously filed as
Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 2005 which was filed with the SEC
on March 31, 2006, incorporated herein by reference)
3.2 Amended and Restated Bylaws of the Registrant (previously filed
as Exhibit 3(ii) to the Current Report on Form 8-K dated
November 8, 2006 which was filed with the SEC on November 14,
2006, incorporated herein by reference).
4.1 Form of Common Stock Certificate (previously filed as Exhibit
4.1 to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 2005 which was filed with the SEC on March
31, 2006, incorporated herein by reference).
4.2 Rights Agreement, dated November 18, 1998, between the
Registrant and Norwest Bank Minnesota, N.A., as Rights Agents
(including the Form of Certificate of Designation of Series A
Junior Participating Preferred Stock attached thereto as
Exhibit A, the Form of Right Certificate attached thereto as
Exhibit B and the Summary of Rights to Purchase Preferred Stock
attached thereto as Exhibit C) (previously filed as Exhibit
4.19 to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 2005 which was filed with the SEC on
March 31, 2006, incorporated herein by reference).
4.3 First Amendment to Rights Agreement, dated as of November 10,
1999, between the Registrant and Norwest Bank Minnesota, N.A.
(previously filed as Exhibit 4.20 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 2005 which
was filed with the SEC on March 31, 2006, incorporated herein
by reference).
4.4 Second Amendment to Rights Agreement dated as of December 31,
2001, between the Registrant and Mellon Investor Services, LLC,
successor to Norwest Bank Minnesota, N.A. (previously filed as
Exhibit 4.13 to the Registration Statement on Form S-3 (No.
333-82134) dated February 4, 2002 which was filed with the SEC
on February 5, 2002, incorporated herein by reference).
4.5 Letter Agreement concerning Rights Agreement, dated November
10, 1999, between GGP Limited Partnership and New York State
Common Retirement Fund (previously filed as Exhibit 4.22 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 2005 which was filed with the SEC on March 31,
2006, incorporated herein by reference).
5.1 Opinion of Linda J. Wight, Esq.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of KPMG LLP.
23.3 Consent of Linda J. Wight, Esq. (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
2
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the SEC pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(iii) 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;
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not
apply if the registration statement is on Form S-3 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the SEC by the Registrant pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(4) That, for the purpose of determining liability under the Securities
Act of 1933 to any purchaser:
(i) each prospectus filed by the Registrant pursuant to Rule
424(b)(3) shall be deemed to be part of the registration
statement as of the date the filed prospectus was deemed part of
and included in the registration statement; and
(ii) each prospectus required to be filed pursuant to Rule 424(b)(2),
(b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule
415(a)(1)(i), (vii), or (x) (ss.230.415(a)(1)(i), (vii), or (x))
for the purpose of providing the information required by section
10(a) of the Securities Act of 1933 shall be deemed to be part of
and included in the registration statement as of the earlier of
the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As
provided in Rule 430B, for liability purposes of the issuer and
any person that is at that date an underwriter, such date shall
be deemed to be a new effective date of the registration
statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however, that no statement
made in a registration statement or prospectus that is part of
the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as
to a purchaser with a time of contract of sale prior to such
effective date, supersede or modify any statement that was made
in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately
prior to such effective date;
3
(5) That, for the purpose of determining liability of the Registrant under
the Securities Act of 1933 to any purchaser in the initial
distribution of the securities, the undersigned Registrant undertakes
that in a primary offering of securities of the undersigned Registrant
pursuant to this registration statement, regardless of the
underwriting method used to sell the securities to the purchaser, if
the securities are offered or sold to such purchaser by means of any
of the following communications, the undersigned Registrant will be a
seller to the purchaser and will be considered to offer or sell such
securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned
Registrant relating to the offering required to be filed pursuant
to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by
or on behalf of the undersigned Registrant or used or referred to
by the undersigned Registrant;
(iii) The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
Registrant or its securities provided by or on behalf of the
undersigned Registrant; and
(iv) Any other communication that is an offer in the offering made by
the undersigned Registrant to the purchaser.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
this registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 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 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.
4
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, on August 14, 2007.
GENERAL GROWTH PROPERTIES, INC.
By:/s/ John Bucksbaum
-----------------------------
Name: John Bucksbaum
Title: Chief Executive Officer
We, the undersigned officers and directors of General Growth
Properties, Inc., hereby severally constitute John 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 to sign a new
registration statement pursuant to Rule 462(b) of the Securities Act of 1933,
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
by signed by our said attorneys, 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 on August 14, 2007, by the following
persons in the capacities indicated:
SIGNATURE TITLE
------------------------------------------------ ----------------------------------------------
/s/ Matthew Bucksbaum Chairman of the Board
------------------------------------------
Matthew Bucksbaum
/s/ John Bucksbaum Director and Chief Executive Officer
------------------------------------------ (Principal Executive Officer)
John Bucksbaum
/s/ Robert Michaels Director, President and Chief Operating
------------------------------------------ Officer
Robert Michaels
Director, Executive Vice President and
/s/ Brenard Freibaum Chief Financial Officer (Principal Financial
------------------------------------------- and Accounting Officer)
Bernard Freibaum
/s/ Alan Cohen Director
-------------------------------------------
Alan Cohen
/s/ Anthony Downs Director
-------------------------------------------
Anthony Downs
/s/ Adam Metz Director
-------------------------------------------
Adam Metz
/s/ Thomas H. Nolan, Jr. Director
-------------------------------------------
Thomas H. Nolan, Jr.
/s/ John T, Riordan Director
-------------------------------------------
John T. Riordan
------------------------------------------- Director
Beth Stewart
5
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
--------------- --------------------------------------------------------------
3.1 Restated Certificate of Incorporation of General Growth
Properties, Inc. (the "Registrant") filed with the Delaware
Secretary of State on February 10, 2006 (previously filed as
Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 2005 which was filed with the SEC
on March 31, 2006, incorporated herein by reference)
3.2 Amended and Restated Bylaws of the Registrant (previously
filed as Exhibit 3(ii) to the Current Report on Form 8-K dated
November 8, 2006 which was filed with the SEC on November 14,
2006, incorporated herein by reference).
4.1 Form of Common Stock Certificate (previously filed as Exhibit
4.1 to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 2005 which was filed with the SEC on
March 31, 2006, incorporated herein by reference).
4.2 Rights Agreement, dated November 18, 1998, between the
Registrant and Norwest Bank Minnesota, N.A., as Rights Agents
(including the Form of Certificate of Designation of Series A
Junior Participating Preferred Stock attached thereto as
Exhibit A, the Form of Right Certificate attached thereto as
Exhibit B and the Summary of Rights to Purchase Preferred
Stock attached thereto as Exhibit C) (previously filed as
Exhibit 4.19 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 2005 which was filed with the
SEC on March 31, 2006, incorporated herein by reference).
4.3 First Amendment to Rights Agreement, dated as of November 10,
1999, between the Registrant and Norwest Bank Minnesota, N.A.
(previously filed as Exhibit 4.20 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 2005 which
was filed with the SEC on March 31, 2006, incorporated herein
by reference).
4.4 Second Amendment to Rights Agreement dated as of December 31,
2001, between the Registrant and Mellon Investor Services,
LLC, successor to Norwest Bank Minnesota, N.A. (previously
filed as Exhibit 4.13 to the Registration Statement on Form
S-3 (No. 333-82134) dated February 4, 2002 which was filed
with the SEC on February 5, 2002, incorporated herein by
reference).
4.5 Letter Agreement concerning Rights Agreement, dated November
10, 1999, between GGP Limited Partnership and New York State
Common Retirement Fund (previously filed as Exhibit 4.22 to
the Registrant's Annual Report on Form 10-K for the year ended
December 31, 2005 which was filed with the SEC on March 31,
2006, incorporated herein by reference).
5.1 Opinion of Linda J. Wight, Esq.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of KPMG LLP.
23.3 Consent of Linda J. Wight, Esq. (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
6