SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
JP REALTY, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
46624A106
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(CUSIP Number)
Mr. Bernard Freibaum
Executive Vice President and
Chief Financial Officer Marshall E. Eisenberg, Esq.
General Growth Properties, Inc. Neal, Gerber & Eisenberg
110 North Wacker Drive Two North LaSalle Street, Suite 2200
Chicago, Illinois 60606 Chicago, Illinois 60602
(312) 960-5000 (312) 269-8000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 3, 2002
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(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box / /.
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.
*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 ("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).
(continued on following pages)
Page 1 of 9 Pages
CUSIP NO. 46624A106 SCHEDULE 13D Page 2 of 9 Pages
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
General Growth Properties, Inc.
42-1283895
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
3,147,904*
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,147,904
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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* Solely with respect to the matters described in Item 6 hereof.
CUSIP NO. 46624A106 SCHEDULE 13D Page 3 of 9 Pages
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
GGP Limited Partnership
41-1746121
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
N/A
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
3,147,904*
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,147,904
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
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14 TYPE OF REPORTING PERSON (See Instructions)
PN
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* Solely with respect to the matters described in Item 6 hereof.
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, par value $0.0001 per
share (the "Common Stock"), of JP Realty, Inc. ("JPR"). The principal executive
offices of JPR are 35 Century Park-Way, Salt Lake City, Utah 84115.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed by General Growth Properties, Inc., a
Delaware corporation ("GGP"), and GGP Limited Partnership, a Delaware limited
partnership ("GGPLP," and, together with GGP, the "Reporting Persons"). The
address of the principal office of each of the Reporting Persons is 110 North
Wacker Drive, Chicago, Illinois 60606. The principal business of the Reporting
Persons is the ownership and operation of regional mall shopping centers. GGP is
the general partner of GGPLP and conducts substantially all of its business
through GGPLP.
Neither of the Reporting Persons has, during the last five years, (i)
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Information regarding each executive officer and director of GGP is
included in Appendix A attached hereto and incorporated herein by reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION.
See Item 6.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As a result of the Voting Agreement described in Item 6, each of
the Reporting Persons may be deemed to own beneficially an aggregate 3,147,904
shares of Common Stock, which, to the best knowledge of the Reporting Persons,
represents approximately 16.6% of the outstanding Common Stock.
(b) GGPLP has the sole power to vote the shares of Common Stock solely
with respect to the matters described in Item 6.
(c) - (e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
On March 3, 2002, GGP, GGPLP and two newly-formed, wholly-owned
subsidiaries of GGPLP (collectively, the "Acquisition Subs") entered into a
definitive Agreement and Plan of Merger (the "Merger Agreement") with JPR and
its operating partnership subsidiary, Price Development Company, Limited
Partnership ("PDC"), pursuant to which GGPLP agreed to acquire all of the
outstanding shares of JPR common stock and Price Group Stock (a class of JPR
capital stock all of the outstanding shares of which are held by an affiliate of
John Price, the Chairman, Chief Executive Officer and founder of JPR) and all of
the outstanding common units of limited partnership in PDC by merging JPR and
PDC with the
Page 4 of 9 Pages
Acquisition Subs (collectively, the "Mergers"). In the Mergers, each outstanding
share of JPR common stock and Price Group Stock will be converted into $26.10
cash, and each common unit of limited partnership interest in PDC will be
converted into either $26.10 in cash or, at the election of the holder of such
unit if such holder is an accredited investor, 0.522 8.5% Series B Cumulative
Preferred Units of limited partnership in GGPLP.
In connection with the execution of the Merger Agreement, Mr. Price and
certain of his affiliates (collectively, the "Holders") have entered into a
Voting Agreement, dated March 3, 2002, with GGP, GGPLP and the Acquisition Subs
(the "Voting Agreement"). The following is a summary of the material provisions
of the Voting Agreement, a copy of which was attached as an exhibit to GGP's
current Report on Form 8-K filed with the Securities and Exchange Commission on
March 6, 2002. This summary is not intended to be complete, and reference is
made to the Voting Agreement for a complete description of the arrangements
among the parties thereto with respect to the Owned Interests (as hereinafter
defined).
Pursuant to the Voting Agreement, the Holders agreed to vote all shares
of common stock and Price Group Stock of JPR and common units of limited
partnership in PDC that they beneficially own (collectively, the "Owned
Interests") in favor of the Mergers. A holder of common units of limited
partnership in PDC may exchange such common units for cash or shares of common
stock of JPR on a one-for-one basis (subject to adjustments in the event of
stock splits, dividends, combinations or reclassifications), with the form of
consideration to be selected by JPR. Each of the Holders agreed to vote the
Owned Interests on matters as to which such Holder is entitled to vote at any
annual or special meeting of the shareholders of JPR or partners of PDC (or by
written consent without a meeting) (i) in favor of the Merger Agreement and the
Mergers; (ii) against any action or agreement that would result in a breach of
any covenant, representation or warranty or any other obligation or agreement of
JPR or PDC under the Merger Agreement; and (iii) against any action or agreement
(other than the Merger Agreement) that would impede, interfere with, delay,
postpone, adversely affect or attempt to discourage the Mergers and the
transactions contemplated by the Merger Agreement or the Voting Agreement.
In furtherance of these agreements, under the Voting Agreement, each of
the Holders irrevocably appointed GGPLP as its attorney and proxy to vote all of
such Holder's Owned Interests on matters as to which such Holder is entitled to
(i) vote at a meeting of the shareholders of JPR or partners of PDC or (ii)
express consent or dissent to corporate or partnership action in writing without
a meeting, in each case, in GGPLP's discretion as to the matters described in
the previous paragraph. In respect of the matters described in the previous
paragraph, each Holder agreed to refrain from (a) voting at any annual or
special meeting of the shareholders of JPR or partners of PDC, (b) executing any
written consent in lieu of any such meetings, (c) exercising any rights of
dissent with respect to its Owned Interests, and (d) granting any proxy or
authorization to any person with respect to the voting of its Owned Interests
except, in each case, pursuant to the Voting Agreement.
Each Holder also agreed that it will not (i) dispose of any of its
Owned Interests, (ii) permit any lien to attach to its Owned Interests, (iii)
grant any options or other rights with respect to any of its Owned Interests,
(iv) grant any proxies or powers of attorney with respect to any Owned Interests
regarding any matters described above, deposit any Owned Interests into a voting
trust, enter into a voting agreement with respect to any Owned Interests or
tender any Owned Interests other than in the transactions contemplated by the
Merger Agreement or (v) take any action which is intended to have the effect of
preventing or disabling such Holder from performing its obligations under the
Voting Agreement.
The Voting Agreement terminates on the earlier to occur of (i) the
termination of the Merger Agreement in accordance with its terms and (ii)
consummation of the Mergers.
Page 5 of 9 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT
NUMBER NAME
1 Agreement pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G.
(filed herewith).
2 Agreement and Plan of Merger among General Growth Properties,
Inc., GGP Limited Partnership, GGP Acquisition, L.L.C., GGP
Acquisition II, L.L.C., JP Realty, Inc. and Price Development
Company, Limited Partnership, dated as of March 3, 2002
(incorporated by reference to Exhibit 2.1 to GGP's Current Report
on Form 8-K filed with the Securities and Exchange Commission on
March 6, 2002).
3 Voting Agreement, dated as of March 3, 2002 (incorporated by
reference to Exhibit 10.1 to GGP's Current Report on Form 8-K
filed with the Securities and Exchange Commission on March 6,
2002).
Page 6 of 9 Pages
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.
Dated: March 12, 2002
GENERAL GROWTH PROPERTIES, INC.
By: /s/ Bernard Freibaum
--------------------------------------------
Name: Bernard Freibaum
Title: Executive Vice President
GGP LIMITED PARTNERSHIP
By: GENERAL GROWTH PROPERTIES,
INC., General Partner
By: /s/ Bernard Freibaum
------------------------------------------
Name: Bernard Freibaum
Title: Executive Vice President
Page 7 of 9 Pages
APPENDIX A
The executive officers and directors of GGP, each of whom is a citizen
of the United States of America, are as follows:
Name Title
---- -----
Matthew Bucksbaum..................... Chairman of the Board
Alan Cohen............................ Director
Anthony Downs......................... Director
Morris Mark........................... Director
Beth Stewart.......................... Director
John Bucksbaum........................ Chief Executive Officer and Director
Robert Michaels....................... President and Chief Operating Officer
Bernard Freibaum...................... Executive Vice President and Chief Financial Officer
Ronald L. Gern........................ Senior Vice President and Assistant Secretary
Joel Bayer............................ Senior Vice President and Chief Investment Officer
Jean Schlemmer........................ Executive Vice President, Asset Management
The present occupation and business address of each of the executive
officers and directors of GGP is as follows:
Matthew Bucksbaum is the Chairman of the Board of GGP. His business
address is 110 North Wacker Drive, Chicago, Illinois 60606.
Alan Cohen is Vice President, Marketing, of Tahoe Networks, Inc., a
company specializing in networking infrastructure and operations solutions. His
business address is 3052 Orchard Drive, San Jose, California 95134.
Anthony Downs is a Senior Fellow at The Brookings Institution (a
private, non-profit policy research center) and a self-employed speaker and
writer. His business address is 1775 Massachusetts Avenue, NW, Washington, D.C.
20036.
Morris Mark is general partner of Mark Partners, an investment
partnership, President of Mark Asset Management, an investment advisory firm,
and President of Mark International Management, LLC, an investment management
company. His business address is 767 Fifth Avenue, 44th Floor, New York, New
York 10153.
Beth Stewart is Co-Chairman of the Board and Chief Executive Officer of
Storetrax, Inc., a Web-based company focused on the retail real estate sector.
Her business address is 1626 East Jefferson Street, Rockville, Maryland 20852.
John Bucksbaum is the Chief Executive Officer of GGP. His business
address is 110 North Wacker Drive, Chicago, Illinois 60606.
Robert Michaels is the President and Chief Operating Officer of GGP.
His business address is 110 North Wacker Drive, Chicago, Illinois 60606.
Bernard Freibaum is the Executive Vice President and Chief Financial
Officer of GGP. His business address is 110 North Wacker Drive, Chicago,
Illinois 60606.
Ronald L. Gern is the Senior Vice President and Assistant Secretary of
GGP. His business address is 110 North Wacker Drive, Chicago, Illinois 60606.
Page 8 of 9 Pages
Joel Bayer is the Senior Vice President and Chief Investment Officer of
GGP. His business address is 110 North Wacker Drive, Chicago, Illinois 60606.
Jean Schlemmer is the Executive Vice President, Asset Management of
GGP. Her business address is 110 North Wacker Drive, Chicago, Illinois 60606.
To the knowledge of GGP, during the last five years, none of its
executive officers or directors (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Page 9 of 9 Pages