8-K

 

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 Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 3, 2005

General Growth Properties, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-11656	42-1283895
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
110 N. Wacker Drive, Chicago, Illinois		60606
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 312.960.5000

Not Applicable
______________________________________________
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 8.01 Other Events.

On August 3, 2005, General Growth Properties, Inc. issued a press release, attached as Exhibit 99.1 and incorporated herein by reference, announcing the authorization by its Board of Directors of a $200 million per fiscal year common stock repurchase program.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description
99.1 Press Release of General Growth Properties, Inc. dated August 3, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	General Growth Properties, Inc.
August 3, 2005	By:	Bernard Freibaum
		Name: Bernard Freibaum
		Title: Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press release

EX-99.1

Exhibit 99.1

News Release	General Growth Properties, Inc.
	110 North Wacker Drive Chicago, IL 60606 (312) 960-5000 FAX (312) 960-5475
FOR IMMEDIATE RELEASE	CONTACT:	Bernie Freibaum
		312/960-5252

General Growth Properties, Inc. Announces
Common Stock Repurchase Program

Chicago, Illinois, August 3, 2005 — General Growth Properties, Inc. (NYSE: GGP) today announced that its Board of Directors authorized, effective immediately, a $200 million per fiscal year common stock repurchase program, subject to a current $125 million limit in the Company’s 2004 credit facility. Stock repurchases under this program will be made through open market or privately negotiated transactions through 2009, unless the program is earlier terminated. The Company has no obligation to repurchase any shares of common stock under the program, and the timing, actual number and value of shares to be purchased will depend on the Company’s stock price, market conditions and other factors.

The repurchase program is designed to give the Company the option to acquire some or all of the shares of common stock issued to be upon the exercise of certain employee stock options and pursuant to the Contingent Stock Agreement to which the Company became a party in connection with The Rouse Company transaction, under which the former stockholders of The Hughes Corporation and their successors and assigns are entitled to receive future distributions of the Company’s common stock through 2009. The program will give the Company the flexibility to reduce or eliminate the share, earnings per share and funds from operations per share dilution caused by the issuance of these shares, or to issue new shares.

The Company is the second largest U.S.-based publicly traded Real Estate Investment Trust (REIT). The Company currently has ownership interest and management responsibility for a portfolio of 210 regional shopping malls in 44 states, as well as ownership in planned community developments and commercial office buildings. The Company portfolio totals approximately 200 million square feet of retail space and includes over 24,000 retail stores nationwide. The Company is listed on the New York Stock Exchange under the symbol GGP. For more information, please visit the Company Web site at http://www.generalgrowth.com.

FORWARD LOOKING STATEMENTS

This press release contains forward-looking statements. Actual results may differ materially from the results suggested by these forward-looking statements, for a number of reasons, including, but not limited to, management’s determination from time to time whether to purchase any shares under the repurchase program, the possibility of future borrowing limitations under the Company’s credit facilities, the retail market, tenant occupancy and tenant bankruptcies, the level of our indebtedness and interest rates, market conditions and land sales in the Community Development segment, and our ability to successfully manage our growth. Readers are referred to the documents filed by General Growth Properties, Inc. with the SEC, specifically the most recent report on Form 10-Q, which further identify the important risk factors which could cause actual results to differ materially from the forward-looking statements in this release. The Company disclaims any obligation to update any forward-looking statements.

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