UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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 (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. |
370023103 |
1 | NAMES OF REPORTING PERSONS General Trust Company |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
South Dakota | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 9,382,132 | ||||
SHARES | 6 | SHARED VOTING POWER* | |||
BENEFICIALLY | |||||
OWNED BY | 57,281,394 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 9,382,132 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER* | |||
57,281,394 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* | ||||
66,663,526 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
6.9% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO |
Page 2 of 10
CUSIP No. |
370023103 |
1 | NAMES OF REPORTING PERSONS M.B. Capital Partners III |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
South Dakota | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER* | |||
BENEFICIALLY | |||||
OWNED BY | 57,281,394 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER* | |||
57,281,394 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* | ||||
57,281,394 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
5.9% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
Page 3 of 10
CUSIP No. |
370023103 |
1 | NAMES OF REPORTING PERSONS M.B. Capital Units L.L.C. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER* | |||
BENEFICIALLY | |||||
OWNED BY | 45,812,754 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER* | |||
45,812,754 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* | ||||
45,812,754 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
4.8% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO |
Page 4 of 10
CUSIP No. |
370023103 |
Item 1(a)
|
Name of Issuer: | |
General Growth Properties, Inc. | ||
Item 1(b)
|
Address of Issuers Principal Executive Offices: | |
110 North Wacker Drive, Chicago, Illinois 60606 | ||
Item 2(a)
|
Name of Person Filing: | |
This statement is filed by: | ||
(i) General Trust Company | ||
(ii) M.B. Capital Partners III | ||
(iii) M.B. Capital Units L.L.C. |
Item 2(b)
|
Address of Principal Business Office or, if none, Residence: | |
For each of the Reporting Persons: | ||
300 North Dakota Avenue, Suite 202 | ||
Sioux Falls, South Dakota 57104 | ||
Item 2(c)
|
Citizenship: | |
For each of the Reporting Persons: | ||
(i) General Trust Company is a South Dakota trust company. | ||
(ii) M.B. Capital Partners III is a South Dakota general partnership. | ||
(iii) M.B. Capital Units L.L.C. is a Delaware limited liability company. | ||
Item 2(d)
|
Title of Class of Securities: | |
Common Stock, par value $0.01 per share (Common Stock) | ||
Item 2(e)
|
CUSIP Number: | |
370023103 | ||
Item 3.
|
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
(a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | ||||
(b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
Page 5 of 10
CUSIP No. |
370023103 |
(c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | ||||
(d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||||
(e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||||
(f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||||
(g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | ||||
(h) | o | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||||
(i) | o | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||||
(j) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | ||||
Item 4.
|
Ownership |
(a) | Amount beneficially owned:
As of November 18, 2010, General Trust Company may
be deemed to beneficially own 66,663,526 shares of Common Stock of General Growth
Properties, Inc. (the Issuer). Includes 2,862,221 shares of Common Stock of the
Issuer issuable upon conversion of 2,817,811 limited partnership units in GGP Limited
Partnership. |
||
(b) | Percent of class: 6.9%. The percentage is based on 961,401,297 shares of
Common Stock of the Issuer outstanding as of November 17, 2010 as reported by the
Issuer in its Prospectus filed with the Securities and Exchange Commission on November
17, 2010. |
||
(c) | Number of shares as to which the person has: |
(i) | Sole power to vote or to direct the vote: 9,382,132. |
||
(ii) | Shared power to vote or to direct the vote: 57,281,394*. |
||
(iii) | Sole power to dispose or direct the disposition of: 9,382,132. |
||
(iv) | Shared power to dispose or to direct the disposition of: 57,281,394*. |
* | Includes 2,862,221 shares of Common Stock of the Issuer issuable upon conversion of
2,817,811 limited partnership units in GGP Limited Partnership. |
(a) | Amount beneficially owned:
As of November 18, 2010, M.B. Capital Partners
III may be deemed to beneficially own 57,281,394 shares of Common Stock of the Issuer.
Includes 2,862,221 shares of Common Stock of the Issuer issuable upon conversion of
2,817,811 limited partnership units in GGP Limited Partnership. |
Page 6 of 10
CUSIP No. |
370023103 |
(b) | Percent of class: 5.9%. The percentage is based on 961,401,297 shares of
Common Stock of the Issuer outstanding as of November 9, 2010 as reported by the Issuer
in its Prospectus filed with the Securities and Exchange Commission on November 17,
2010. |
||
(c) | Number of shares as to which the person has: |
(i) | Sole power to vote or to direct the vote: 0. |
||
(ii) | Shared power to vote or to direct the vote: 57,281,394*. |
||
(iii) | Sole power to dispose or direct the disposition of: 0. |
||
(iv) | Shared power to dispose or to direct the disposition of: 57,281,394*. |
* | Includes 2,862,221 shares of Common Stock of the Issuer issuable upon conversion of
2,817,811 limited partnership units in GGP Limited Partnership. |
(a) | Amount beneficially owned:
As of November 18, 2010, M.B. Capital Units
L.L.C. may be deemed to beneficially own 45,812,754 shares of Common Stock of the
Issuer. Includes 2,862,221 shares of Common Stock of the Issuer issuable upon
conversion of 2,817,811 limited partnership units in GGP Limited Partnership |
||
(b) | Percent of class: 4.8%. The percentage is based on 961,401,297 shares of
Common Stock of the Issuer outstanding as of November 17, 2010 as reported by the
Issuer in its Prospectus filed with the Securities and Exchange Commission on November
17, 2010. |
||
(c) | Number of shares as to which the person has: |
(i) | Sole power to vote or to direct the vote: 0. |
||
(ii) | Shared power to vote or to direct the vote: 45,812,754*. |
||
(iii) | Sole power to dispose or direct the disposition of: 0. |
||
(iv) | Shared power to dispose or to direct the disposition of: 45,812,754*. |
* | Includes 2,862,221 shares of Common Stock of the Issuer issuable upon conversion of
2,817,811 limited partnership units in GGP Limited Partnership. |
Item 5.
|
Ownership of Five Percent or Less of a Class | |
Not Applicable. | ||
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person | |
Not Applicable. | ||
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person | |
Not Applicable. |
Page 7 of 10
CUSIP No. |
370023103 |
Item 8.
|
Identification and Classification of Members of the Group | |
Not Applicable. | ||
Item 9.
|
Notice of Dissolution of Group | |
Not Applicable. | ||
Item 10.
|
Certification |
Page 8 of 10
CUSIP No. |
370023103 |
GENERAL TRUST COMPANY |
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By: | /s/ E. Michael Greaves | |||
Name: | E. Michael Greaves | |||
Title: | Vice President | |||
M.B. CAPITAL PARTNERS III |
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By: | MBA Trust, a partner |
By: | General Trust Company, not individually but | |||
solely as Trustee |
By: | /s/ E. Michael Greaves | |||
Name: | E. Michael Greaves | |||
Title: | Vice President | |||
M.B. CAPITAL UNITS L.LC. |
||||
By: | M.B. Capital Partners III, as sole member |
By: | MBA Trust, a partner |
By: | General Trust Company, not | |||
individually but solely as Trustee |
By: | /s/ E. Michael Greaves | |||
Name: | E. Michael Greaves | |||
Title: | Vice President |
Page 9 of 10
GENERAL TRUST COMPANY |
||||
By: | /s/ E. Michael Greaves | |||
Name: | E. Michael Greaves | |||
Title: | Vice President | |||
M.B. CAPITAL PARTNERS III |
||||
By: | MBA Trust, a partner |
By: | General Trust Company, not individually but | |||
solely as Trustee |
By: | /s/ E. Michael Greaves | |||
Name: | E. Michael Greaves | |||
Title: | Vice President | |||
M.B. CAPITAL UNITS L.LC. |
||||
By: | M.B. Capital Partners III, as sole member |
By: | MBA Trust, a partner |
By: | General Trust Company, not | |||
individually but solely as Trustee |
By: | /s/ E. Michael Greaves | |||
Name: | E. Michael Greaves | |||
Title: | Vice President | |||
Page 10 of 10