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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GENERAL GROWTH PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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42-1283895 |
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.) |
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110 North Wacker Drive
Chicago, Illinois
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60606 |
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(Address of Principal Executive Offices)
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(Zip code) |
General Growth 401(k) Savings 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)
CALCULATION OF REGISTRATION FEE
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Proposed |
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Proposed |
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Title of each |
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maximum |
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maximum |
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Amount of |
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class of securities |
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Amount to be |
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offering price |
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aggregate offering |
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registration |
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to be registered |
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registered (2) |
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per share (3) |
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price |
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fee |
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Common Stock (par
value $.01 per
share)(1)(2)
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1,500,000 |
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$ |
43.62 |
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$ |
65,430,000 |
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$ |
7,002 |
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(1) |
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The shares of common stock of General Growth Properties, Inc., $.01 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. |
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(2) |
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Pursuant to Rule 416 under 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. In addition, pursuant to Rule 416(c)
under the Securities Act of 1933, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee benefit plan described
herein. |
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(3) |
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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 June, 15, 2006. |
EXPLANATORY STATEMENT
This Registration Statement on Form S-8 is filed to register an additional 1,500,000 shares of
Common Stock, par value $.01 per share (the Common Stock), of General Growth Properties, Inc.
(the Registrant) for the General Growth 401(k) Savings Plan, as amended (the Plan). The Plan
changed its name from the General Growth Management Savings and Employee Stock Ownership Plan to
the General Growth 401(k) Savings Plan as of January 1, 2006.
The Registrant previously filed a Registration Statement on Form S-8 relating to the Plan with the
Securities and Exchange Commission (the Commission) on August 30, 1996 (File No. 333-11237).
This Registration Statement was prepared in accordance with General Instruction E of Form S-8 and,
in accordance therewith, incorporates by reference the previously filed Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference as part of this Registration
Statement:
23.1 |
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Consent of Deloitte & Touche LLP. |
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23.2 |
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Consent of KPMG LLP. |
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24.1 |
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Powers of Attorney (included on signature page). |
The Registrant will submit or has submitted the Plan and any amendments thereto to the Internal
Revenue Service (the IRS) in a timely manner and will make all changes required by the IRS in
order to maintain the tax qualified status of the Plan.
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 15, 2006.
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General Growth Properties, Inc.
(Registrant)
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By: |
/s/ JOHN BUCKSBAUM
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John Bucksbaum |
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Chief Executive Officer |
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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 be signed by our said
attorneys, or any of them, to any and all such amendments.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed on
June 15, 2006 by the following persons in the capacities indicated:
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/s/ MATTHEW BUCKSBAUM
Matthew Bucksbaum
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Chairman of the Board |
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/s/ JOHN BUCKSBAUM
John Bucksbaum
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Director and Chief Executive Officer (Principal
Executive Officer) |
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/s/ ROBERT MICHAELS
Robert Michaels
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Director, President and Chief Operating Officer |
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/s/ BERNARD FREIBAUM
Bernard Freibaum
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Director, Executive Vice President and Chief
Financial Officer (Principal Financial and
Accounting Officer) |
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/s/ ALAN COHEN
Alan Cohen
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Director |
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/s/ ANTHONY DOWNS
Anthony Downs
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Director |
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/s/ THOMAS H. NOLAN, JR.
Thomas H. Nolan, Jr.
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Director |
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/s/ JOHN T. RIORDAN
John T. Riordan
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Director |
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/s/ BETH STEWART
Beth Stewart
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Director |
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Director |
Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who
administer the employee benefit plan) have duly cause 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 15, 2006.
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GENERAL GROWTH 401(k) SAVINGS PLAN
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By: |
/s/ CHARLES LHOTKA
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Charles Lhotka, as Authorized Signatory for |
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the General Growth 401(k) Savings Plan Administrative
Committee |
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EXHIBIT INDEX
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Exhibit |
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Number |
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Document |
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23.1
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Consent of Deloitte & Touche LLP. |
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23.2
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Consent of KPMG LLP. |
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24.1
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Powers of Attorney (included on signature page). |
The Registrant will submit or has submitted the Plan and any amendments thereto to the Internal
Revenue Service (the IRS) in a timely manner and will make all changes required by the IRS in
order to maintain the tax qualified status of the Plan.