-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VvQUl/jhaRja7X4t309Ma/aL4/AUWsCUh+cXY7ZOkZV42n0/To1VZDYLYI8iBY2g w/uuNjp5Y0qiihUz1bDAqQ== 0000950137-04-008897.txt : 20041025 0000950137-04-008897.hdr.sgml : 20041025 20041022211724 ACCESSION NUMBER: 0000950137-04-008897 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041022 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041025 DATE AS OF CHANGE: 20041022 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11656 FILM NUMBER: 041092890 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 8-K 1 c89047e8vk.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Act of 1934 Date of Report (Date of Earliest Event Reported) ------------------------------------------------ October 22, 2004 GENERAL GROWTH PROPERTIES, INC. ------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-11656 42-1283895 -------- ----------- ---------------- (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification incorporation) Number) 110 N. Wacker Drive, Chicago, Illinois 60606 -------------------------------------------- (Address of principal executive offices) (Zip Code) (312) 960-5000 -------------- (Registrant's telephone number, including area code) N/A --- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 7.01 REGULATION AND FD DISCLOSURE. On October 21, 2004, General Growth Properties, Inc. issued a press release announcing the subscription price for its previously announced warrants offering. A copy of the press release is furnished as exhibit 99.1 hereto. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) EXHIBITS
Exhibit No. Description - ----------- ----------- 99.1 Press Release dated October 21, 2004 entitled "General Growth Properties Announces Subscription Price for Warrants Offering" (furnished herewith).
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GENERAL GROWTH PROPERTIES, INC. By: /s/ Bernard Freibaum -------------------------------- Bernard Freibaum Executive Vice President and Chief Financial Officer Date: October 22, 2004 EXHIBIT INDEX
EXHIBIT NUMBER NAME - ------- ---- 99.1 Press Release dated October 21, 2004 entitled "General Growth Properties Announces Subscription Price for Warrants Offering" (furnished herewith).
EX-99.1 2 c89047exv99w1.txt PRESS RELEASE EXHIBIT 99.1 NEWS RELEASE GENERAL GROWTH PROPERTIES, INC. 110 North Wacker Drive Chicago, IL 60606 (312) 960-5000 FAX (312) 960-5463 FOR IMMEDIATE RELEASE CONTACT: Bernie Freibaum - --------------------- (312) 960-5252 GENERAL GROWTH PROPERTIES ANNOUNCES SUBSCRIPTION PRICE FOR WARRANTS OFFERING Chicago, Illinois, October 21, 2004 -- General Growth Properties, Inc. (NYSE: GGP) today announced that the subscription price for its previously announced warrants offering (the "Warrants Offering") is $32.23 per share. The subscription price was determined by taking the average of the high and the low trading prices for GGP common stock on the NYSE on Tuesday, October 19, Wednesday, October 20, and Thursday, October 21, 2004. Holders of the non-transferable warrants are therefore entitled to purchase one share of common stock for each whole warrant at a subscription price of $32.23 per share, payable in cash. Warrants have been allocated to all holders of our shares of common stock and to all holders of common or convertible preferred units of limited partnership interest in GGP Limited Partnership as of the close of business on Tuesday, October 18, 2004, the record date. GGP expects that Warrants Offering materials, including a prospectus and subscription certificate, will be mailed to warrant holders on or about October 25, 2004. The prospectus will contain important information about the Warrants Offering. Warrant holders are urged to read the prospectus when it becomes available. Warrant holders will have until the close of business on the expiration date of the Warrants Offering to exercise their warrants. GGP currently expects the subscription period to end as of the close of business on Tuesday, November 9, 2004, unless extended by GGP. The Warrants Offering is being conducted in connection with GGP's pending merger with The Rouse Company (NYSE: RSE), which was announced on Friday, August 20, 2004. It is currently anticipated that the Rouse merger will close on Friday, November 12, 2004. If the Rouse merger does not close, GGP will cancel this Warrants Offering and all exercises of warrants will be void. If GGP cancels the Warrants Offering, any money received from subscribing Warrant holders will be refunded promptly, without interest or deduction. GGP may extend or cancel the Warrants Offering for any reason. A registration statement relating to the securities to be offered has been filed with the U.S. Securities and Exchange Commission and has been declared effective. This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offers, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering of securities will be made by means of a prospectus that may be obtained from the issuer. ### -----END PRIVACY-ENHANCED MESSAGE-----