As filed with the Securities and Exchange Commission on June 6, 2003
REGISTRATION NO.333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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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 Identification No.)
incorporation or organization)
110 NORTH WACKER DRIVE
CHICAGO, ILLINOIS 60606
(Address of Principal (Zip Code)
Executive Offices)
GENERAL GROWTH PROPERTIES, INC.
2003 INCENTIVE STOCK PLAN
(Full title of the plan)
MR. JOHN BUCKSBAUM
CHIEF EXECUTIVE OFFICER
GENERAL GROWTH PROPERTIES, INC.
110 NORTH WACKER DRIVE
CHICAGO, ILLINOIS 60606
(Name and address of agent for service)
(312) 960-5000
(Telephone number, including area code, of agent for service)
with copies to:
BANSARI M. SHAH, ESQ.
NEAL, GERBER & EISENBERG
TWO NORTH LASALLE STREET
CHICAGO, ILLINOIS 60602
(312) 269-8000
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CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED (1) REGISTERED (2) PRICE PER SHARE (3) PRICE (3) REGISTRATION FEE
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Common Stock (par value $.10 per share)..... 3,000,000 $57.96 $173,880,000 $14,067
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(1) The shares of common stock, $.10 par value per share (the "Common Stock"),
being registered hereby include associated preferred share purchase rights,
which attach to and trade with the shares of Common Stock.
(2) Pursuant to Rule 416 of the Securities Act of 1933, such amount also covers
such additional number of shares as may be required in the event of a stock
dividend, stock split, recapitalization or other similar event.
(3) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(c) and (h) of the Securities Act of 1933 and
based on the average of the high and low prices of a share of Common Stock
as reported on the New York Stock Exchange on May 30, 2003.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by General Growth Properties,
Inc., a Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), are incorporated in this Registration Statement
by reference and are made a part hereof:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
2002 filed with the Commission on March 14, 2003.
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 2003,
filed with the Commission on May 9, 2003.
(c) Current Report on Form 8-K dated April 28, 2003.
(d) The portions of the Company's Proxy Statement for its 2003 Annual
Meeting of Stockholders that have been incorporated by reference into the
Company's Annual Report on Form 10-K.
(e) The description of the Company's Common Stock contained in the
Registration Statement on Form 8-A which was filed with the Commission on
January 12, 1993, pursuant to Section 12(b) of the Exchange Act.
(f) The description of the Company's Preferred Stock Purchase Rights
contained in the Registration Statement on Form 8-A which was filed with the
Commission on November 18, 1998, pursuant to Section 12(b) of the Exchange Act.
In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment to this Registration Statement which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Certain partners of and attorneys associated with Neal, Gerber &
Eisenberg, the Company's outside counsel (and members of their respective
families and/or trusts for their benefit), are stockholders of or are beneficial
owners of the Company's equity securities or are trustees (or officers,
directors or stockholders of trustees) of stockholders of the Company or its
affiliates. In addition, Marshall E. Eisenberg, a partner of Neal, Gerber &
Eisenberg, is the Secretary of the Company and certain of its affiliates.
ITEM 6. 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 (the "Delaware Law"),
which enables a corporation in its certificate of incorporation, or in an
amendment to such certificate, 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
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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 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 its directors' and officers' liability insurance. Although
the indemnification agreements offer substantially the same scope of coverage
afforded by provisions in the Company'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 they provide.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 General Growth Properties, Inc. 2003 Incentive Stock Plan.
5.1 Opinion of Neal, Gerber & Eisenberg.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of KPMG LLP.
23.3 Consent of PricewaterhouseCoopers LLP.
23.4 Consent of Neal, Gerber & Eisenberg (included in Exhibit 5.1).
24.1 Powers of Attorney (included as part of the signature page of
this Registration Statement).
ITEM 9. 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:
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(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 Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 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) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission 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.
(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.
(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 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 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 of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in Item 6 of this
registration statement, 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.
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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-8 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 June 5, 2003.
GENERAL GROWTH PROPERTIES, INC.
(Registrant)
By: /s/ John Bucksbaum
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John Bucksbaum
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 generally to do
all such things in our name and on our 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, or any of them, to any and all such instruments.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below, on June 5, 2003, by the following
persons in the capacities indicated:
Signature Title
/s/ Matthew Bucksbaum Chairman of the Board
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Matthew Bucksbaum
/s/ John Bucksbaum Chief Executive Officer and Director
------------------------------ (Principal Executive Officer)
John Bucksbaum
/s/ Robert Michaels President, Chief Operating Officer and
------------------------------ Director
Robert Michaels
/s/ Bernard Freibaum Executive Vice President and Chief Financial
------------------------------ Officer (Principal Financial Officer)
Bernard Freibaum
/s/ Edmund J. Hoyt Senior Vice President -- Chief Accounting
------------------------------ Officer (Principal Accounting Officer)
Edmund J. Hoyt
/s/ Alan Cohen Director
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Alan Cohen
/s/ Anthony Downs Director
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Anthony Downs
/s/ Beth Stewart Director
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Beth Stewart
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EXHIBIT INDEX
4.1 General Growth Properties, Inc. 2003 Incentive Stock Plan.
5.1 Opinion of Neal, Gerber & Eisenberg.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of KPMG LLP.
23.3 Consent of PricewaterhouseCoopers LLP.
23.4 Consent of Neal, Gerber & Eisenberg (included in Exhibit 5.1).
24.1 Powers of Attorney (included as part of the signature page of
this Registration Statement).
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