SC 13D/A

0000950123-09-012268.txt : 20090608 0000950123-09-012268.hdr.sgml : 20090608 20090608171808 ACCESSION NUMBER: 0000950123-09-012268 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090608 DATE AS OF CHANGE: 20090608 GROUP MEMBERS: PERSHING SQUARE GP, LLC GROUP MEMBERS: PS MANAGEMENT GP, LLC GROUP MEMBERS: WILLIAM A. ACKMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL GROWTH PROPERTIES INC CENTRAL INDEX KEY: 0000895648 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 421283895 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44985 FILM NUMBER: 09880313 BUSINESS ADDRESS: STREET 1: 110 N WACKER DRIVE STREET 2: STE 3100 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3129605000 MAIL ADDRESS: STREET 1: 110 N WACKER DRIVE STREET 2: STE 3100 CITY: CHICAGO STATE: IL ZIP: 60606 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Pershing Square Capital Management, L.P. CENTRAL INDEX KEY: 0001336528 IRS NUMBER: 383694136 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-813-3700 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 y01803sc13dza.htm SC 13D/A SC 13D/A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 4)*

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, 42^nd Floor
New York, New York 10019
212-813-3700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

with a copy to:

Robert A. Profusek, Esq.
Peter E. Izanec, Esq.
Jones Day
222 East 41st Street,
New York, New York 10017
212-326-3939

June 5, 2009
(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 Rule 13d-1(e), 13d-1(f) or 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 Section 240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

*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, as amended (“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		Page		2		of		9

NAMES OF REPORTING PERSONS

Pershing Square Capital Management, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO (See Item 3)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

- 0 -

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

23,531,369

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

- 0 -

WITH

SHARED DISPOSITIVE POWER

23,531,369

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

23,531,369

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.5%¹

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

¹ This calculation is rounded up to the nearest tenth and is based on 313,765,799 shares of common stock (“Common Shares”) of General Growth Properties, Inc. (the “Issuer”) outstanding as of May 5, 2009 as reported in its Quarterly Report on Form 10-Q (the “May 10-Q”).


CUSIP No.		370021107		Page		3		of		9

NAMES OF REPORTING PERSONS

PS Management GP, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO (See Item 3)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

- 0 -

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

23,531,369

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

- 0 -

WITH

SHARED DISPOSITIVE POWER

23,531,369

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

23,531,369

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.5%²

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

² This calculation is rounded up to the nearest tenth and is based on 313,765,799 Common Shares outstanding as reported in the May 10-Q.


CUSIP No.		370021107		Page		4		of		9

NAMES OF REPORTING PERSONS

Pershing Square GP, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO (See Item 3)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

- 0 -

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

8,449,744

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

- 0 -

WITH

SHARED DISPOSITIVE POWER

8,449,744

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,449,744

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.7%³

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

³ This calculation is rounded up to the nearest tenth and is based on 313,765,799 Common Shares outstanding as reported in the May 10-Q.


CUSIP No.		370021107		Page		5		of		9

NAMES OF REPORTING PERSONS

William A. Ackman

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

OO (See Item 3)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A.

SOLE VOTING POWER

NUMBER OF

- 0 -

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

23,531,369

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

- 0 -

WITH

SHARED DISPOSITIVE POWER

23,531,369

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

23,531,369

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.5%⁴

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

⁴ This calculation is rounded up to the nearest tenth and is based on 313,765,799 Common Shares outstanding as reported in the May 10-Q.


Item 1.		Security and Issuer

This Amendment No. 4 (this “Amendment No. 4”) 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 June 5, 2009, the Reporting Persons beneficially owned an aggregate of 23,531,369 Common Shares, representing approximately 7.5% of the outstanding Common Shares. The Reporting Persons also have additional economic exposure to approximately 54,000,000 Common Shares under certain cash-settled total return swaps, bringing their total aggregate economic exposure to 77,531,369 Common Shares (approximately 24.7% of the outstanding Common Shares).


Item 3.		Source and Amount of Funds or Other Consideration

Item 3 is hereby amended and supplemented as follows:

Pershing Square advises a number of client accounts, including the accounts of Pershing Square, L.P., Pershing Square II, L.P. and Pershing Square International, Ltd., a Caymen Islands exempted company (collectively with their respective wholly owned subsidiaries, the “Pershing Square Funds”), with respect to the transactions reflected on this Amendment No. 4, the Pershing Square Funds purchased the Common Shares, for a total consideration (including brokerage commissions) of $331,425. The source of funds for such transactions was derived from the capital of the Pershing Square Funds.


Item 4.		Purpose of Transaction

Item 4 is hereby amended and supplemented as follows:

On June 5, 2009, the Issuer expanded the size of the board of directors of the Issuer (the “Board”) from seven to eight directors (by increasing the number of Class III directors from two to three) and appointed Mr. Ackman to fill the newly created vacancy.

In connection with his appointment to the Board, Mr. Ackman executed a Letter Agreement, dated June 5, 2009 (the “Letter Agreement”), that reflects certain obligations, rights and restrictions. These matters are set forth in the Letter Agreement, which is filed as Exhibit 99.1 hereto and incorporated herein by reference.


Item 5.		Interest in Securities of the issuer

Item 5 of this Schedule 13D is amended and supplemented as follows:

(c) On May 26, 2009, Pershing Square II, L.P. purchased 270,000 Common Shares at $1.23 for an aggregate price of $331,425.


Item 6.		Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby supplemented as follows:

The information set forth above in Item 4 is incorporated herein by reference.

Page 6 of 9


Item 7.		Material to be Filed as Exhibits.


Exhibit 99.1		Letter Agreement, dated June 5, 2009, by and between William A. Ackman, on his own behalf and on behalf of Pershing Square Capital Management, L.P., and the Issuer.

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: June 8, 2009	PERSHING SQUARE CAPITAL
	MANAGEMENT, L.P.

		By:	PS Management GP, LLC,
			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 June 5, 2009, by and between William A. Ackman, on his own behalf and on behalf of Pershing Square Capital Management, L.P., and the Issuer.

EX-99.1 2 y01803exv99w1.htm EX-99.1 EX-99.1

Exhibit 99.1

June 5, 2009

Mr. William A. Ackman
c/o Pershing Square Capital Management, L.P.
888 Seventh Avenue, 42nd Floor
New York, New York 10019

Dear Bill:

I am delighted to ask you to join the General Growth Properties, Inc. (“GGP”) Board of Directors, and we look forward to your contributions to GGP.

As a condition to joining the Board, we believe that is appropriate for you to enter into certain undertakings as set forth in this letter in order to address our Board’s concerns regarding confidentiality and other regulatory issues. Accordingly, consistent with your fiduciary duties as a member of the GGP board of directors once you are appointed, we request that you, by countersigning this letter in the space provided below, acknowledge, for the sole benefit of GGP, that you, Pershing Square Capital Management, L.P., and the investment funds that you advise (collectively, “Pershing Square”) are in agreement with the following statements.

1. You acknowledge that you have the authority to bind Pershing Square. You agree to undertake, consistent with the fiduciary duties applicable to all directors of GGP, (i) not to serve, and Pershing Square agrees not to designate any of its personnel (including, for that purpose, consultants compensated by Pershing Square), as an officer or director of any Competitor (as defined below) of GGP, and (ii) except as may be required by law, you and Pershing Square shall (and Pershing Square shall cause its personnel to) be bound by the same confidentiality restrictions that apply to the other directors of GGP. You acknowledge that those restrictions require that you refrain from communicating to anyone (whether to any company in which Pershing Square has an investment or otherwise), except for the other individuals on Pershing Square’s internal investment team (it being understood that there are currently six other individuals on Pershing Square’s internal investment team), Pershing Square’s chief legal officer and Pershing Square’s chief compliance officer, confidential information you learn in your capacity as a director of GGP. In addition, this letter memorializes that, except as may be required by law, all of Pershing Square’s personnel have agreed to maintain the confidentiality of GGP’s nonpublic information they obtain through your service on the GGP board in the same manner that you are so required and not to trade in, or cause Pershing Square to trade in, any GGP securities (which, for purposes of this letter, shall include securities of any direct or indirect subsidiary of GGP) in violation of law or GGP’s policies while in possession of material nonpublic information. For purposes of this letter, “Competitor” means any real estate investment trust that primarily invests in shopping malls, shopping centers and/or master planned communities and that substantially competes with GGP.

General Growth Properties, Inc.
June 5, 2009
Page 2 of 3

2. Furthermore, you agree that, for so long as you serve on the GGP board, you will comply with the other policies (as applied to you on a reasonable and good faith basis) applicable generally to directors of GGP as currently in effect (and which you have reviewed), including, without limitation, the company’s Corporate Governance Guidelines, Related Party Transactions Policy, Code of Business Conduct and Ethics and Insider Trading Policy (together with changes to such policies imposed generally on directors of GGP on a reasonable and good faith basis). In particular, you agree that neither you, Pershing Square nor any of its controlled affiliates will engage in the purchase or sale of GGP securities during GGP blackout periods under the restriction calendar currently in effect, together with changes to such calendar or unscheduled blackout periods (in either case imposed generally on directors of GGP on a reasonable and good faith basis). Further, so long as you are a director of GGP, neither you, Pershing Square (nor any of your controlled affiliates) will conduct any transaction in GGP securities (including without limitation, the acquisition or disposition of GGP securities or transfer of such securities to others), other than in accordance with the pre-clearance policies and procedures required by GGP’s Insider Trading Policy. GGP shall not be responsible for compliance by you or Pershing Square with the securities laws, including regulations relating to insider trading.

3. Further, you agree that: for so long as you serve on the GGP board (and, if you resign from, or are not reelected to, the GGP board, until the earlier of (i) 180 days after written notice of such resignation or failure to be reelected and (ii) the confirmation of any Chapter 11 plan in respect of GGP or any of its direct or indirect subsidiaries), you and Pershing Square will, and will cause your controlled affiliates to: (a) not make any public statement challenging any decision made by the GGP Board of Directors, (b) not make any public statement regarding GGP, its management, the Board or any possible restructuring or alternative transaction involving GGP or any of its direct or indirect subsidiaries; (c) not call any shareholders’ or debt holders’ meeting or seek proxies, consents or votes with respect to debt or equity of GGP or any of its direct or indirect subsidiaries; (d) not propose to have any Chapter 11 case dismissed or converted to a Chapter 7 case, or seek or propose to have a trustee or examiner with expanded powers appointed, as any such case may apply to or involve GGP or any of its direct or indirect subsidiaries; (e) not sell or exchange any general unsecured claims (not including debt securities) relating to any such Chapter 11 or Chapter 7 case; and (f) not make any public statement that you seek a waiver, or have been denied a waiver, of any of the foregoing restrictions; provided, however, that nothing in this paragraph 3 will be deemed to prevent Pershing Square from asserting any defenses or counterclaims in any court or courts where any action is filed or pending against Pershing Square. You represent and warrant that as of the date hereof, you have no claims of the kind described in clause (e) of the prior sentence. As used in this paragraph, a public statement will include, without limitation, any “not-for-attribution” statement you make or cause to be made to any member of the media or press. In addition, Pershing Square agrees that it will not, and will cause its controlled affiliates not to, bring any claim, suit, or action in its own name, and will not join in any claim, suit or action brought by any other party, against the Board

General Growth Properties, Inc.
June 5, 2009
Page 3 of 3

for actions taken during your tenure on the Board, whether or not you supported the decision of the Board; provided, however, that nothing herein will be deemed to (x) require you to opt out of any class action brought by an unrelated third-party on behalf of holders of any equity or debt securities of GGP or its direct or indirect subsidiaries or (y) restrict your ability to share ratably in any judgment or other award or relief granted by any court or other governmental entity to holders of any equity or debt securities of GGP or its direct or indirect subsidiaries to the extent that Pershing Square is an owner of such equity or debt securities.

4. You agree that if you fail to honor any of your agreements set forth in this letter, you will submit your resignation from the Board to the Chairperson of the Nominating & Governance Committee.

This confirms that, once your service on the GGP board commences, you will be entitled to the same compensation, director indemnity and insurance and other benefits as are accorded to the non-employee directors of GGP. This letter agreement will have no effect unless and until you become a member of the Board.

I look forward to working together with you and the Board.


				Very truly yours,

				/s/ Adam S. Metz

				Adam S. Metz

AGREED:
/s/ William A. Ackman

William A. Ackman
On his own behalf, and on behalf
of Pershing Square (as defined)