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)
July 10, 2002
General Growth Properties, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-11656 42-1283895
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(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
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(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 10, 2002 the Company acquired, pursuant to an Agreement and
Plan of Merger, dated as of March 3, 2002 (the "Merger Agreement"), among
General Growth Properties, Inc. (the "Company"), GGP Limited Partnership
("GGPLP"), of which the Company is the general partner, JP Realty, Inc. ("JP
Realty") and its operating partnership subsidiary, Price Development Company,
Limited Partnership ("PDC"), all of the outstanding shares of each class of
common stock of JP Realty and all of the outstanding common units of limited
partnership in PDC by merging JP Realty and PDC with indirect subsidiaries of
the Company. The acquisition closed on July 10, 2002, immediately following the
approval by the common stockholders of JP Realty.
The total acquisition price was approximately $1.1 billion, which
included the assumption of approximately $460 million of existing debt and $116
million of existing preferred operating units. Pursuant to the terms of the
Merger Agreement, each outstanding share of JP Realty common stock was converted
into $26.10 in cash without interest, which represented a total payment in cash
of approximately $431 million. In addition, each common unit of limited
partnership interest in PDC was converted into either $26.10 in cash without
interest or, at the election of the holder of such unit who is an accredited
investor, 0.522 8.5% Series B Cumulative Convertible Preferred Units of limited
partnership of GGPLP (the "Series B Preferred Units") with a face value of $50
per unit. Based upon the elections of such holders, 1,426,392.666 Series B
Preferred Units were issued and the holders of the remaining common units of
limited partnership interest of PDC received approximately $23.6 million in
cash. The Series B Preferred Units may be converted into common units of limited
partnership in GGPLP at a conversion price of $50 per unit. The Series B
Preferred Units have not and will not be registered under the Securities Act of
1933 and may not be offered or sold in the United States absent registration or
an applicable exemption from registration requirements. The cash portion of the
acquisition price was funded from substantially all of the proceeds from
approximately $117 million in mortgage loans (on loans from UBS Warburg Real
Estate Investments, Inc. and Lehman Brothers Bank, FSB collateralized by the
Crossroads Center and Eden Prairie Mall, respectively) and a $350 million
acquisition loan from a syndicate of commercial banks led by Dresdner Bank AG
and Bank of America, N.A.
JP Realty owned or had an interest in 51 properties, which consisted of
eighteen (18) enclosed regional malls, twenty-six (26) anchored community
centers, one (1) free-standing retail property and six (6) mixed-use
commercial/business properties, containing an aggregate of over 15.2 million
square feet of Gross Leasable Area in 10 western states.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a), (b) The requisite financial information with respect to the JP Realty
acquisition will be filed under cover of Form 8-K/A as soon as
practicable, and in any event not later than 60 days after the date by
which this Form 8-K is required to be filed.
(c) Exhibits
See Exhibit Index attached hereto and incorporated herein by reference.
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
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Bernard Freibaum
Executive Vice President and
Chief Financial Officer
Date: July 24, 2002
EXHIBIT INDEX
EXHIBIT
NUMBER NAME
2.1 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. *
4.1 Certificate of Amendment and Restatement of Certificate of
Designations, Preferences and Rights creating 8.95% Cumulative
Redeemable Preferred Stock, Series B.
4.2 Certificate of Designations, Preferences and Rights of 8.5% Cumulative
Convertible Preferred Stock, Series C.
4.3 Certificate of Designations, Preferences and Rights of 8.5% Cumulative
Redeemable Preferred Stock, Series D.
4.4 Certificate of Designations, Preferences and Rights of 8.5% Cumulative
Redeemable Preferred Stock, Series E.
4.5 Certificate of Designations, Preferences and Rights of 8.5% Cumulative
Redeemable Preferred Stock, Series F.
4.6 Certificate of Correction of Certificate of Designations, Preferences
and Rights of 8.95% Cumulative Redeemable Preferred Stock, Series G.
10.1 Voting Agreement, dated as of March 3, 2002. *
10.2 Joinder to Voting Agreement, dated as of June 14, 2002.
10.3 Third Amendment to Second Amended and Restated Agreement of GGP Limited
Partnership, dated as of February 15, 2002.
10.4 Amendment to Second Amended and Restated Agreement of GGP Limited
Partnership, dated as of April 24, 2002.
10.5 Fourth Amendment to Second Amended and Restated Agreement of GGP
Limited Partnership, dated as of July 10, 2002.
10.6 Redemption Rights Agreement (Common Units), dated July 10, 2002, by and
among GGP Limited Partnership, General Growth Properties, Inc. and the
persons listed on the signature pages thereof.
10.7 Redemption Rights Agreement (Series B Preferred Units), dated July 10,
2002, by and among GGP Limited Partnership, General Growth Properties,
Inc. and the persons listed on the signature pages thereof.
* Incorporated by reference to the Company's Report on Form 8-K dated
March 3, 2002.