Schedule 13D Amendment

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 5 )*

GENERAL GROWTH PROPERTIES, INC.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
370021107
(CUSIP Number)
Roy J. Katzovicz, Esq.
Pershing Square Capital Management, L.P.
888 Seventh Avenue, 42nd Floor
New York, New York 10019
212-813-3700
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
with copies to:
Andrew G. Dietderich, Esq.
Alan J. Sinsheimer, Esq.
Sullivan & Cromwell LLP
125 Broad Street, New York, New York 10004
212-558-4000
February 24, 2010
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 

 

                     
CUSIP No.
  
370021107 
  

 

           
1   NAMES OF REPORTING PERSONS

Pershing Square Capital Management, L.P.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7   SOLE VOTING POWER
     
NUMBER OF   — 0 —
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   23,953,782
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   — 0 —
       
WITH 10   SHARED DISPOSITIVE POWER
     
    23,953,782
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  23,953,782
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  7.5%1
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IA
1 This calculation is based on 317,304,759 shares of common stock (“Common Shares”) of General Growth Properties Inc. (the “Issuer”) outstanding on January 28, 2010 as communicated by the Issuer to Pershing Square Capital Management, L.P., PS Management GP, LLC, Pershing Square GP, LLC and William A. Ackman (collectively, the “Reporting Persons”).

2

 

                     
CUSIP No.
  
370021107 
  

 

           
1   NAMES OF REPORTING PERSONS

PS Management GP, LLC
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7   SOLE VOTING POWER
     
NUMBER OF   — 0 —
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   23,953,782
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   — 0 —
       
WITH 10   SHARED DISPOSITIVE POWER
     
    23,953,782
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  23,953,782
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  7.5%2
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO
2 This calculation is based on 317,304,759 Common Shares outstanding as communicated by the Issuer to the Reporting Persons.

3

 

                     
CUSIP No.
  
370021107 
  

 

           
1   NAMES OF REPORTING PERSONS

Pershing Square GP, LLC
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7   SOLE VOTING POWER
     
NUMBER OF   — 0 —
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   8,601,425
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   — 0 —
       
WITH 10   SHARED DISPOSITIVE POWER
     
    8,601,425
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  8,601,425
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  2.7%3
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IA
3 This calculation is based on 317,304,759 Common Shares outstanding as communicated by the Issuer to the Reporting Persons.

4

 

                     
CUSIP No.
  
370021107 
  

 

           
1   NAMES OF REPORTING PERSONS

William A. Ackman
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  U.S.A.
       
  7   SOLE VOTING POWER
     
NUMBER OF   — 0 —
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   23,953,782
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   — 0 —
       
WITH 10   SHARED DISPOSITIVE POWER
     
    23,953,782
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  23,953,782
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  7.5%4
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN
4 This calculation is based on 317,304,759 Common Shares outstanding as communicated by the Issuer to the Reporting Persons.

5

 

Item 1. Security and Issuer
This Amendment No. 5 (this “Amendment No. 5”) amends and supplements the statement on Schedule 13D, as previously amended to date (the “Schedule 13D”), by (i) Pershing Square Capital Management, L.P., a Delaware limited partnership (“Pershing Square”), (ii) PS Management GP, LLC, a Delaware limited liability company (“PS Management”), (iii) Pershing Square GP, LLC, a Delaware limited liability company (“Pershing Square GP”), and (iv) William A. Ackman, a citizen of the United States of America (collectively, the “Reporting Persons”), relating to the common stock, par value $.01 per share (the “Common Shares”), of General Growth Properties, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein but not defined herein shall have the meaning set forth in the Schedule 13D.
As of February 24, 2010, the Reporting Persons beneficially owned an aggregate of 23,953,782 Common Shares, representing approximately 7.5% of the outstanding Common Shares. The Reporting Persons also have additional economic exposure to approximately 54,907,669 Common Shares under certain cash-settled total return swaps (“Swaps”), bringing their total aggregate economic exposure to 78,861,451 Common Shares (approximately 24.9% of the outstanding Common Shares).
The beneficial and notional share counts reported herein have increased since the last amendment to the Schedule 13D as a result of the stock dividend the Issuer distributed on January 28, 2010.
Item 4. Purpose of Transaction
Item 4 is hereby supplemented, as follows:
On February 24, 2010, the Pershing Square Funds and Brookfield Asset Management Inc. (“Brookfield”) entered into a letter agreement, which is filed as Exhibit 99.1 hereto and incorporated herein by reference.
On February 24, 2010, Mr. Ackman, on his own behalf and on behalf of Pershing Square and the Pershing Square Funds, and the Issuer entered into a letter agreement, which is filed as Exhibit 99.2 hereto and incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Item 6 is hereby supplemented, as follows:
The information set forth in Item 4 is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
Item 7 is hereby supplemented by adding the following exhibits:
     
Exhibit 99.1
  Letter Agreement, dated February 24, 2010, among the Pershing Square Funds and Brookfield Asset Management Inc.
 
    
Exhibit 99.2
  Letter Agreement, dated February 24, 2010, among William A. Ackman, on his own behalf and on behalf of Pershing Square and the Pershing Square Funds, and the Issuer.

 

6

 

SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete, and correct.
         
 
Date: February 24, 2010  		 PERSHING SQUARE CAPITAL MANAGEMENT, L.P.


PS Management GP, LLC,  		  
  By:   its General Partner    
 
  By:   /s/ William A. Ackman    
    William A. Ackman   
    Managing Member   
 
         
  PS MANAGEMENT GP, LLC
 		  
  By:   /s/ William A. Ackman    
    William A. Ackman   
    Managing Member   
 
  PERSHING SQUARE GP, LLC
 		  
  By:   /s/ William A. Ackman    
    William A. Ackman   
    Managing Member   
 
     
  /s/ William A. Ackman    
  WILLIAM A. ACKMAN   
     
 

 

 

 

EXHIBIT INDEX
     
Exhibit 99.1
  Letter Agreement, dated February 24, 2010, among the Pershing Square Funds and Brookfield Asset Management Inc.
 
    
Exhibit 99.2
  Letter Agreement, dated February 24, 2010, among William A. Ackman, on his own behalf and on behalf of Pershing Square and the Pershing Square Funds, and the Issuer.