11-K 1 c70324e11vk.txt ANNUAL REPORT As filed with the Securities and Exchange Commission on June 26, 2002 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2001 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ Commission file number: 1-11656 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: GENERAL GROWTH MANAGEMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive offices: GENERAL GROWTH PROPERTIES, INC. 110 NORTH WACKER DRIVE CHICAGO, ILLINOIS 60606 (312) 960-5000 GENERAL GROWTH MANAGEMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN INDEX TO FINANCIAL STATEMENTS AND EXHIBIT (a) Financial Statements INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS: Statements of net assets available for benefits as of December 31, 2001 and 2000 2 Statement of changes in net assets available for benefits for the year ended December 31, 2001 3 Notes to financial statements 4-7 SUPPLEMENTAL SCHEDULES: Schedule of assets (held at end of year) as of 8-10 December 31, 2001 Schedule of assets both acquired and disposed 11-12 within the plan year ended December 31, 2001 (b) Exhibit 23.1 Consent of Deloitte & Touche LLP 15 NOTE: SUPPLEMENTAL SCHEDULES REQUIRED BY THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974 NOT INCLUDED HEREIN ARE NOT APPLICABLE TO THE GENERAL GROWTH MANAGEMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN. INDEPENDENT AUDITORS' REPORT To the Trustee and Participants of General Growth Management Savings and Employee Stock Ownership Plan: We have audited the accompanying statements of net assets available for benefits of the General Growth Management Savings and Employee Stock Ownership Plan (the "Plan") as of December 31, 2001 and 2000, and the related statement of changes in net assets available for benefits for the year ended December 31, 2001. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2001 and 2000, and the changes in net assets available for benefits for the year ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of (1) assets (held at end of year) as of December 31, 2001 and (2) assets both acquired and disposed within the plan year ended December 31, 2001 are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These schedules are the responsibility of the Plan's management. Such schedules have been subjected to the auditing procedures applied in our audit of the basic 2001 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. /s/ Deloitte & Touche LLP Chicago, Illinois June 7, 2002 1 GENERAL GROWTH MANAGEMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLANSTATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 2001 AND 2000 2001 2000 ---- ---- ASSETS: Participant-directed investments-at fair value: $73,484,275 $77,489,402 Receivables: Employer contributions 811,981 1,122,124 Participant contributions 184,436 165,415 ----------- ----------- Total Receivables 996,417 1,287,539 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $74,480,692 $78,776,941 =========== =========== The accompanying notes are an integral part of these financial statements 2 GENERAL GROWTH MANAGEMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 2001 ADDITIONS: Interest and dividend income $ 1,981,604 Contributions: Participants 5,695,882 Employer 4,033,810 Rollover deposits 1,011,621 ------------ Total contributions 10,741,313 Plan transfers 587,599 ------------ Total additions 13,310,516 DEDUCTIONS: Benefit payments 13,238,559 Net depreciation in fair value of investments 4,338,055 Administrative expenses 30,151 ------------ Total deductions 17,606,765 ------------ NET DECREASE IN PLAN ASSETS (4,296,249) NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 78,776,941 ------------ End of year $ 74,480,692 ============ The accompanying notes are an integral part of these financial statements 3 GENERAL GROWTH MANAGEMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2001 AND 2000 NOTE 1. DESCRIPTION OF PLAN AND SIGNIFICANT PLAN PROVISIONS The following description of the General Growth Management Savings and Employee Stock Ownership Plan (the "Plan") provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. GENERAL: For purposes of federal law, General Growth Management, Inc. (the "Company") is the Plan Sponsor and Plan Administrator. CG Trust Company (the "Trustee") is the trustee of the Plan. The Plan is designed to encourage and assist eligible employees to adopt a regular program of savings to provide additional security for their retirement. The Plan is a defined contribution plan covering all full-time (as defined) employees of the Company and other participating employers (GGP Limited Partnership, GGP Management, Inc., General Growth Management of California, Inc., General Growth Management of Hawaii, Inc., and GG Management Company, Inc., collectively, the "Employers") who have completed one month of service and attained age twenty-one. Certain individuals at locations managed by the Company and participating Employers are either (i) employees of companies not owned or controlled by the Company and/or the participating Employers or (ii) are covered by other qualified plans and therefore are not eligible for this Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). CONTRIBUTIONS: Under the terms of the Plan, subject to certain limitations, each participant is allowed to make before-tax contributions in 1% increments up to 15% of gross earnings, as defined. The Internal Revenue Code imposes, among other things, a dollar limitation on the amount of before-tax contributions for a calendar year. For 2001, a participant's before-tax contribution was limited to $10,500. The Company will match 100% of the first 4% of earnings contributed for each calendar year, and 50% of the next 2% of the participant's earnings contributions. PARTICIPANT ACCOUNTS: Separate accounts are maintained for each Plan participant. Each participant's account is credited with the participant's contribution and allocations of the Company's contribution and Plan earnings, and charged with an allocation of Plan losses and administrative expenses. Allocations are based on account balances. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. The Plan currently offers nine mutual funds, the stock of the Company's parent, General Growth Properties, Inc., ("GGPI"), a publicly traded real estate investment trust, a benefit-responsive investment contract and a self-directed account program ("CIGNA direct") offering direct investment in mutual funds and other investment securities as investment options for participants. Each participant designates which investment option or combination of options in which their contributions and the Company's matching contributions are to be invested. PARTICIPANT LOANS: Participants may borrow against their account, subject to those administrative rules that exist from time to time. The minimum loan that will be made is $1,000 and the total of any individual participant's loan or loans may never exceed 50 percent of the participant's total vested account balance or $50,000, whichever is less. The loans are secured by the balance in the participant's account and bear interest at the prime rate on the first business day of the month in which the loan is made plus one percent. The term of a loan may not exceed five years, unless the loan qualifies as a home purchase loan, in which case the term may go up to 20 years. Principal and interest are due each pay period. Participant loans are due and payable immediately upon termination of employment. 4 GENERAL GROWTH MANAGEMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2001 AND 2000 VESTING: Participants are fully vested at all times in all accounts other than the accounts arising from the matching contributions contributed by the Employers prior to January 1, 1998 and the earnings or losses thereon. The Employers' matching accounts contributed prior to January 1, 1998 will vest over a six-year period. Forfeitures are used first for reinstatements of accounts of re-employed participants. Any remaining forfeiture amounts are applied as credits against future employer matching contributions. TERMINATION: Although it has not expressed any intent to do so, the Company reserves the right to partially or completely terminate the Plan, subject to the provisions of the Plan and ERISA. Upon a complete or partial termination of the Plan, all participants will become fully vested and be entitled to a distribution. DISTRIBUTIONS: Upon retirement on or after attaining the Plan's normal retirement age of 60, or upon death or disability, if earlier, or termination of employment in the case of vested benefits, the balances in the participant's separate accounts may be paid in lump sum to the participant, or the participant's beneficiary in the event of death. A participant may withdraw contributions by claiming hardship as defined by the Plan. All distributions will be made in cash, unless the participant elects to receive common stock of GGPI. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING: The financial statements have been prepared using the accrual method of accounting. USE OF ESTIMATES: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the reporting periods. Actual results could differ from those estimates. VALUATION OF INVESTMENTS AND PARTICIPANT LOANS: Investments are stated at fair value based on quoted market prices. Shares of mutual funds are valued at the net unit value of shares held by the Plan at year-end. Participant loans and the benefit-responsive investment contract are stated at cost and contract value, respectively, which approximates fair value. INVESTMENT TRANSACTIONS: Investment income in each fund is recorded and allocated daily among the participants' balances in each fund. Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date. ADMINISTRATIVE EXPENSES: All administrative expenses, other than investment management fees and loan processing and maintenance fees, are paid by the Company. PAYMENT OF BENEFITS: Benefit payments to participants are recorded upon distribution. RECLASSIFICATIONS: Certain prior year amounts in the statements of net assets available for benefits have been reclassified to conform with the current year presentation. 5 GENERAL GROWTH MANAGEMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2001 AND 2000 NOTE 3. INVESTMENTS The following presents investments that represented 5% or more of the Plan's net assets available for benefits as of December 31, 2001 and 2000: DESCRIPTION OF INVESTMENT 2001 2000 ----------- ----------- Charter Guaranteed Income Fund $ 6,150,600 $ 4,774,415 Charter Large Company Stock-Growth Fund 4,134,007 4,729,431 Charter Small Company Stock-Value I Fund 12,603,649 9,107,867 INVESCO Dynamics Account 11,099,280 16,961,059 Janus Worldwide Account 4,274,706 5,440,758 General Growth Properties, Inc. Common Stock 22,466,506 26,495,973 During 2001, the Plan's investments (net gains and losses on investments bought and sold as well as held during the year) declined in value by $4,338,055 as follows: Mutual funds, investment in collective trusts, registered investment companies, net $(6,123,532) Common stock, net 1,785,477 ------------ $(4,338,055) ============ The Plan has a benefit-responsive investment contract with CIGNA's Connecticut General Life Insurance Company ("Connecticut General"). Connecticut General maintains the contributions in the Charter Guaranteed Income Fund account (the "Account"). The Account is credited with earnings on the underlying investments and charged for losses, participant withdrawals and administrative expenses. The contract is included in the financial statements at contract value as reported to the Plan by Connecticut General. Contract value represents contributions made under the contract, plus earnings, less losses, participant withdrawals and administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. There are no reserves against contract value for credit risk of the contract issuer or otherwise. The average yield and crediting interest rates were approximately 4.95 percent and 4.85 percent for 2001 and 2000, respectively. The crediting interest rate is based on a formula agreed upon with the issuer. Such interest rates are reviewed on a quarterly basis for resetting. NOTE 4. INCOME TAX STATUS The Plan received its latest determination letter on October 14, 1999, applicable for Plan amendments adopted on June 12, 1998, in which the Internal Revenue Service (the "IRS") stated the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been subsequently amended; however, the Plan Administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRS and that the Plan continues to be tax-exempt. Therefore, no provision for income taxes has been included in the Plan's financial statements. 6 GENERAL GROWTH MANAGEMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2001 AND 2000 NOTE 5. RISKS AND UNCERTAINTIES The Plan provides for various investment options in any combination of mutual funds, investments in collective trusts, interest in registered investment companies and shares of common stock. The investments of the Plan are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants' account balances and the amounts reported in the statements of net assets available for benefits and the statement of changes in net assets available for benefits. NOTE 6. RELATED-PARTY TRANSACTIONS The Plan invests in the common stock of the Plan Sponsor's Parent, General Growth Properties, Inc. Certain Plan investments are shares of mutual funds managed by CIGNA Corporation subsidiaries. CG Trust Company is the trustee as defined by the Plan and a wholly-owned subsidiary of CIGNA Corporation, and therefore, these transactions qualify as party-in-interest transactions. Fees paid by the Plan to Cigna Corporation subsidiaries for the investment management services amounted to $10,080 for the year ended December 31, 2001. 7 GENERAL GROWTH MANAGEMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN SCHEDULE OF ASSETS (HELD AT END OF YEAR) AS OF DECEMBER 31, 2001
FAIR IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT VALUE ------------------------------------------------------------------------------------------------------------------------------------ Mutual Funds: Connecticut General Life Insurance Charter Guaranteed Income Fund $ 6,150,600 Connecticut General Life Insurance Times Square Bond Fund 2,888,130 Connecticut General Life Insurance CIGNA Lifetime 20 Fund * 431,752 Connecticut General Life Insurance CIGNA Lifetime 30 Fund * 472,506 Connecticut General Life Insurance CIGNA Lifetime 40 Fund * 2,351,859 Connecticut General Life Insurance CIGNA Lifetime 50 Fund * 1,321,723 Connecticut General Life Insurance CIGNA Lifetime 60 Fund * 397,651 Connecticut General Life Insurance Charter Large Company Stock-Index Fund 271,041 Connecticut General Life Insurance Charter Large Company Stock-Growth Fund 4,134,007 Connecticut General Life Insurance Charter Large Company Stock-Value I Fund 1,350,240 Connecticut General Life Insurance Charter Small Company Stock-Value I Fund 12,603,649 Connecticut General Life Insurance INVESCO Dynamics Account 11,099,280 Connecticut General Life Insurance Janus Worldwide Account 4,274,706 Connecticut General Life Insurance Wellington Management Mid Cap Value 195,090 National Financial Services General Growth Properties, Inc. - Common Stock 22,466,506 CIGNA direct: Fiserve Securities Inc. Interest Bearing Money Market Account 210,721 Advanced Digital Information Corporate Stock - Common 802 Advanced Micro Devices Inc. Corporate Stock - Common 793 AOL Time Warner Inc. Corporate Stock - Common 27,285 Applied Materials Incorporated Corporate Stock - Common 34,085 Applied Micro Circuits Corporation Corporate Stock - Common 566 Apollo Group Corporate Stock - Common 45,010 Ariba Inc. Corporate Stock - Common 616 Atmel Corporation Corporate Stock - Common 13,266 Bed Bath & Beyond Inc. Corporate Stock - Common 50,850 Best Buy Co. Inc. Corporate Stock - Common 3,724 Cardinal Health Inc. Corporate Stock - Common 32,330 Centra Software Inc. Corporate Stock - Common 2,000
8 GENERAL GROWTH MANAGEMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN SCHEDULE OF ASSETS (HELD AT END OF YEAR) AS OF DECEMBER 31, 2001
FAIR IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT VALUE ------------------------------------------------------------------------------------------------------------------------------------ Chico's FAS Inc. Corporate Stock - Common 31,760 Cisco System Inc. Corporate Stock - Common 7,969 CitiGroup Inc. Corporate Stock - Common 10,096 Costco Wholesale Corporation Corporate Stock - Common 13,314 CREE Inc. Corporate Stock - Common 1,473 EMC Corporation Corporate Stock - Common 672 Flextronics International Ltd. Corporate Stock - Common 1,200 Gasco Energy Inc. Corporate Stock - Common 875 General Electric Company Corporate Stock - Common 2,004 Home Depot Inc. Corporate Stock - Common 2,550 Hot Topic Inc. Corporate Stock - Common 1,570 Inhale Therapeutic Systems Corporate Stock - Common 927 Intel Corporation Corporate Stock - Common 9,435 Intelli Check Inc. Corporate Stock - Common 13,643 International Automated Systems Corporate Stock - Common 870 JDS Uniphase Corporation Corporate Stock - Common 434 Kohl's Corporation Corporate Stock - Common 3,522 Medtronic Incorporated Corporate Stock - Common 2,561 Mercury Computer Systems Inc. Corporate Stock - Common 1,956 Motorola Incorporated Corporate Stock - Common 751 Network Appliance Inc. Corporate Stock - Common 1,094 Nortel Networks Corp Corporate Stock - Common 284 Oracle Corporation Corporate Stock - Common 7,319 Philip Morris Companies, Inc. Corporate Stock - Common 36,680 Portal Software Inc. Corporate Stock - Common 104 QLogic Corporation Corporate Stock - Common 2,225 Redback Networks Inc. Corporate Stock - Common 197 Riverstone Networks Inc. Corporate Stock - Common 830 Salton Inc. Corporate Stock - Common 944 Sanmina SCI Corporation Corporate Stock - Common 995 SAP A. G. Sponsored ADR 5 PAR Corporate Stock - Common 1,597 Shaw Group Corporate Stock - Common 23,500
9 GENERAL GROWTH MANAGEMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN SCHEDULE OF ASSETS (HELD AT END OF YEAR) AS OF DECEMBER 31, 2001
FAIR IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT VALUE ------------------------------------------------------------------------------------------------------------------------------------ Shopko Stores Corporate Stock - Common 475 Sidware Systems Inc. Corporate Stock - Common 296 Sun Microsystems Inc. Corporate Stock - Common 1,230 Take Two Interactive Software Corporate Stock - Common 1,617 Taro Pharmaceutical Inds. Ltd. Corporate Stock - Common 47,940 Transwitch Corporation Corporate Stock - Common 225 Triquint Semiconductor Inc. Corporate Stock - Common 2,231 Tyco International Ltd. Corporate Stock - Common 2,945 Vitesse Semiconductor Inc Corporate Stock - Common 621 Heartland Value Plus Fund Value of Interest in Registered Investment 10,545 Oakmark Fund Value of Interest in Registered Investment 10,270 Royce Micro-Cap Fund Value of Interest in Registered Investment 45,067 T. Rowe Price Mid-Cap Value Value of Interest in Registered Investment 10,279 Vanguard GNMA Portfolio Value of Interest in Registered Investment 345,982 ---------- Subtotal 71,493,862 Outstanding Participant loans Participant loans, 5.75% to 10.5%, maturing between 2002 and 2020 1,990,413 ---------- $ 73,484,275 ==========
Note: Cost information is not required for participant-directed investments. * Sponsored by a party-in-interest 10 GENERAL GROWTH MANAGEMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN SCHEDULE OF ASSETS BOTH ACQUIRED AND DISPOSED WITHIN THE PLAN YEAR ENDED DECEMBER 31, 2001
PROCEEDS OF IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT DISPOSITIONS ------------------------------------------------------------------------------------------------------------------------------------ Acacia Research Corporation Corporate Stock - Common 2,964 Argosy Gaming Corporation Corporate Stock - Common 5,169 Ascential Software Corporation Corporate Stock - Common 5,039 Aspen Technology Inc. Corporate Stock - Common 4,155 Atrix Labs Inc. Corporate Stock - Common 5,087 Barr Labs Inc. Corporate Stock - Common 51,156 Berger Small Company Growth Value of Interest in Registered Investment 8,097 Biogen Inc. Corporate Stock - Common 33,538 Boeing Company Corporate Stock - Common 27,929 Boston Scientific Corporation Corporate Stock - Common 7,001 Broadcom Corporation CL A Corporate Stock - Common 16,997 Caremark Rx Inc. Corporate Stock - Common 248 Clear Channel Communications Corporate Stock - Common 12,745 Clorox Company Corporate Stock - Common 7,129 Coca Cola Company Corporate Stock - Common 26,837 Copart Inc. Corporate Stock - Common 23,825 Cytoclonal Pharmaceutics Inc. Corporate Stock - Common 3,689 Dell Computer Inc. Corporate Stock - Common 11,462 Dow Jones & Company Corporate Stock - Common 11,231 Duke Energy Corporation Corporate Stock - Common 3,844 Emmis Communications Corporation Corporate Stock - Common 5,829 Enterprise Prods Partners L.P. Corporate Stock - Common 18,408 F5 Networks Inc. Corporate Stock - Common 3,175 Fidelity Select Brokerage Value of Interest in Registered Investment 43,300 General Mills Incorporated Corporate Stock - Common 8,643 General Motors Corporation Corporate Stock - Common 12,557 Geron Corporation Corporate Stock - Common 5,129 Homestake Mining Company Corporate Stock - Common 1,434 12 Technologies Inc. Corporate Stock - Common 5,169
11 GENERAL GROWTH MANAGEMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN SCHEDULE OF ASSETS BOTH ACQUIRED AND DISPOSED WITHIN THE PLAN YEAR ENDED DECEMBER 31, 2001
PROCEEDS OF IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT DISPOSITIONS ------------------------------------------------------------------------------------------------------------------------------------ Informix Inc. Corporate Stock - Common 0 Innodata Corporation Com New Corporate Stock - Common 9,034 Intuit Inc. Corporate Stock - Common 6,773 Invesco Equity Income Fund Value of Interest in Registered Investment 9,037 J.P. Morgan U.S. Small Company Value of Interest in Registered Investment 8,257 Level 3 Communications Inc. Corporate Stock - Common 1,825 McLeodUSA Inc CL A Corporate Stock - Common 2,951 Mellon Financial Corp. Corporate Stock - Common 18,289 Merck & Company Incorporated Corporate Stock - Common 26,513 Neuberger & Berman Focus Fund Value of Interest in Registered Investment 12,610 Newmont Mining Corporation Corporate Stock - Common 4,041 Nokia Corp. Sponsored ADR Corporate Stock - Common 5,919 Norfolk Southern Corporation Corporate Stock - Common 3,911 North American Scientific Inc. Corporate Stock - Common 4,391 Palm Inc. Corporate Stock - Common 1,333 PepsiCo Inc Corporate Stock - Common 9,269 Pharmaceutical Product Corporate Stock - Common 26,729 Placer Dome Inc. Corporate Stock - Common 2,287 Rational Software Corporation Corporate Stock - Common 4,475 SAFECO Growth Opportunities Value of Interest in Registered Investment 5,031 Sawtek Inc. Corporate Stock - Common 0 Southern Company Corporate Stock - Common 2,371 Suncor Energy Inc. Corporate Stock - Common 2,984 T Rowe Price Small-Cap Value Value of Interest in Registered Investment 59,678 TALX Corporation Corporate Stock - Common 10,894 Ultimate Electrs Inc Corporate Stock - Common 3,713 Yahoo Inc. Corporate Stock - Common 3,763 Other 6,401 ----------- $ 624,265 ===========
12 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized on this 25th day of June, 2002. GENERAL GROWTH MANAGEMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN By: General Growth Management, Inc., as Administrator By: /s/ ROBERT A. MICHAELS ------------------------------ Robert A. Michaels Its: President 13 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ------- ----------- 23.1 Consent of Deloitte & Touche LLP 14