File Number 333-82134
Filed Pursuant To Rule 424(b)(3)
PROSPECTUS
$2,000,000,000
GENERAL GROWTH PROPERTIES, INC.
COMMON STOCK
PREFERRED STOCK
DEPOSITARY SHARES
DEBT SECURITIES
WARRANTS
STOCK PURCHASE CONTRACTS
STOCK PURCHASE UNITS
We may offer up to $2,000,000,000 of these securities from time to time
separately or in any combination. We will determine the type and amount of
securities offered and the price and other terms of any offering on the basis of
market conditions and other factors existing at the time of the offering.
We will provide the specific terms of these securities in one or more
supplements to this prospectus. This prospectus may not be used to offer or sell
securities unless accompanied by a prospectus supplement. You should read this
prospectus and any prospectus supplement carefully before you invest.
We may offer and sell our securities directly or through underwriters,
agents or dealers. The supplements to this prospectus will describe the terms of
any particular plan of distribution, including the names of any underwriters,
agents or dealers and any underwriting arrangements. The "Plan of Distribution"
section of this prospectus provides more information on this topic.
Our common stock is listed on the New York Stock Exchange under the symbol
"GGP."
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is February 26, 2002.
TABLE OF CONTENTS
About This Prospectus and Prospectus Supplements.......................... 2
Where You Can Find More Information....................................... 2
Incorporation of Certain Documents by Reference........................... 3
Forward-Looking Statements................................................ 3
General Growth Properties, Inc............................................ 4
Use of Proceeds........................................................... 5
Ratio of Earnings to Fixed Charges and
Ratio of Earnings to Fixed Charges and Preferred Stock Dividends..... 5
Authorized Capital Stock.................................................. 6
Description of Common Stock............................................... 6
Description of Preferred Stock............................................ 9
Description of Depositary Shares.......................................... 12
Description of Debt Securities............................................ 15
Description of Warrants................................................... 21
Description of Stock Purchase Contracts and Stock Purchase Units.......... 22
Plan of Distribution...................................................... 23
Legal Matters............................................................. 23
Experts................................................................... 23
ABOUT THIS PROSPECTUS AND PROSPECTUS SUPPLEMENTS
This prospectus is part of a shelf registration statement that we filed
with the Securities and Exchange Commission using a "shelf registration"
process. Under that process, we may from time to time sell any combination of
the securities described in this prospectus in one or more offerings up to a
total dollar amount of $2,000,000,000.
This prospectus provides you with a general description of the
securities we may offer and sell. Each time we offer and sell securities, we
will provide a prospectus supplement that will contain specific information
about the terms of the offering and the securities being offered. The prospectus
supplement may also add, update, or change information contained in this
prospectus. If so, the prospectus supplement should be read as superseding this
prospectus as to any inconsistent statement. You should read both this
prospectus and any prospectus supplement together with additional information
described under the heading "Incorporation of Certain Documents by Reference."
As permitted by the rules and regulations of the SEC, this prospectus
does not contain all of the information set forth in the registration statement
on Form S-3 that we have filed with the SEC. For more details about us and the
securities being offered, you should refer to the registration statement and the
exhibits filed with the registration statement.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act of 1934 and, therefore, we file annual, quarterly and current
reports, proxy statements and other information with the SEC. You may read and
copy any document we file with the SEC at the SEC's Public Reference Room at 450
Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-732-0330 for further information on the operation of the SEC's Public
Reference Room. You also can request copies of such documents, upon payment of a
duplicating fee, by writing to the SEC at 450 Fifth Street, N.W., Washington,
D.C. 20549 or obtain copies of such documents from the SEC's web site at
http://www.sec.gov or our web site at http://www.generalgrowth.com. However,
information contained in our web site is not incorporated by reference in this
prospectus and, therefore, is not part of this prospectus.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring to those documents. The information incorporated by reference is an
important part of this prospectus. Any statement contained in a document which
is incorporated by reference in this prospectus is automatically updated and
superseded if information contained in this prospectus, or information that we
later file with the SEC, modifies or replaces this information. We incorporate
by reference the following documents:
1. Our Annual Report on Form 10-K for the year ended December 31,
2000.
2. Our Quarterly Reports on Form 10-Q for the quarters ended March
31, 2001, June 30, 2001 and September 30, 2001.
3. Our Current Reports on Form 8-K or Form 8-K/A, dated March 29,
2001, July 12, 2001, August 15, 2001, November 20, 2001, December
5, 2001, December 12, 2001 and December 14, 2001.
4. The portions of our Proxy Statement for our 2001 Annual Meeting
of Stockholders that have been incorporated by reference into our
Annual Report on Form 10-K.
5. The description of our Preferred Stock Purchase Rights contained
in our Registration Statement on Form 8-A which was filed with
the SEC on November 18, 1998, pursuant to Section 12(b) of the
Securities Exchange Act.
6. The description of our 7.25% Preferred Income Equity Redeemable
Stock(SM), Series A, par value $100 per share, contained in our
Registration Statement on Form 8-A which was filed with the SEC on
June 5, 1998, pursuant to Section 12(b) of the Securities Exchange
Act.
7. The description of our common stock contained in our Registration
Statement on Form 8-A which was filed with the SEC on January 12,
1993, pursuant to Section 12(b) of the Securities Exchange Act.
8. All documents filed by us with the SEC pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act after
the date of this prospectus and prior to the termination of this
offering.
To receive a free copy of any of the documents incorporated by
reference in this prospectus (other than exhibits), you may call or write
General Growth Properties, Inc., 110 North Wacker Drive, Chicago, Illinois
60606, Attention: Director of Investor Relations, Telephone 312-960-5000.
You should rely only on the information provided or incorporated by
reference in this prospectus or any prospectus supplement. We have not
authorized anyone else to provide you with different information. You should not
assume that the information in this prospectus or any prospectus supplement is
accurate as of any date other than the date on the cover page of such documents.
FORWARD-LOOKING STATEMENTS
Our discussion in this prospectus, any prospectus supplement or any
information incorporated by reference may contain "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act, including, without limitation, statements with
respect to anticipated future operating and financial performance, growth and
acquisition opportunities and other similar forecasts and statements of
expectation. Words such as "expects", "anticipates", "intends", "plans",
"believes", "seeks", "estimates", and "should" and variations of these words and
similar expressions are intended to identify forward-looking statements.
Forward-looking statements made by us are based on our estimates, projections,
beliefs and assumptions at the time of the statements and are not guarantees of
future performance. We disclaim any obligation to update or revise any
forward-looking statements based on the occurrence of future events, the receipt
of new information or otherwise.
Actual future performance, outcomes and results may differ materially
from those expressed in forward-looking statements made by us as a result of a
number of risks, uncertainties and assumptions. Representative examples of these
factors include, without limitation, general industry and economic conditions,
interest rate trends, costs of capital and capital requirements, availability of
real estate properties, inability to consummate acquisition opportunities,
competition from other companies and venues for the sale/distribution of goods
and services, changes in retail rental rates in our markets, shifts in customer
demands, tenant bankruptcies or store closures, changes in vacancy rates at our
properties, changes in operating expenses, including employee wages, benefits
and training, governmental and public policy changes, changes in applicable
laws, rules and regulations, including changes in tax laws, the ability to
obtain suitable equity and/or debt financing and the continued availability of
financing in the amounts and on the terms necessary to support our future
business.
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GENERAL GROWTH PROPERTIES, INC.
We are a self-administered and self-managed real estate investment
trust (REIT) that owns, operates, manages, leases, acquires, develops, expands
and finances regional mall shopping centers in major and middle markets
throughout the United States. We were organized in 1986 to continue expanding
the Bucksbaum family business, which has been engaged in the shopping center
business since 1954.
We conduct our business through GGP Limited Partnership, which we call
the "Operating Partnership," which holds substantially all of our interests in
properties. We own an approximate 76% general partnership interest in the
Operating Partnership. The remaining approximate 24% interest in the Operating
Partnership is held by limited partners which include a partnership, the
partners of which are various trusts for the benefit of the Bucksbaum family,
and others who have contributed properties to us.
As of December 31, 2001, we owned or had an ownership interest in 97
operating regional mall shopping centers in 37 states. Our regional mall
shopping centers have approximately 87.2 million square feet of gross retail
space, including anchor stores that may, in some cases, be owned by the anchor
retailer, freestanding stores and mall tenant stores. Specifically, as of
December 31, 2001, we owned:
o 100% of 54 regional mall shopping centers, 44 of which are
owned directly by GGPLP L.L.C., for which the Operating
Partnership serves as the managing member and in which the
Operating Partnership owns all of the common units of
membership interest. A third party institutional investor owns
preferred units of membership interest in GGPLP L.L.C. having
a face value and liquidation preference of $175 million;
o 51% of the common stock of GGP Ivanhoe, Inc., a Delaware
corporation that has qualified as a REIT for federal income
tax purposes. GGP Ivanhoe owns 100% of two regional mall
shopping centers;
o 51% of the common stock of GGP Ivanhoe III, Inc., a Delaware
corporation that has qualified as a REIT for federal income
tax purposes. GGP Ivanhoe III owns 100% of eight regional mall
shopping centers;
o 50% of each of two regional mall shopping centers;
o 50% of the common stock of GGP/Homart, Inc., a Delaware
corporation that has qualified as a REIT for federal income
tax purposes. GGP/Homart owns interests in 23 regional mall
shopping centers; and
o a 50% ownership interest in GGP/Homart II L.L.C., a Delaware
limited liability company that owns interests in eight
regional mall shopping centers.
We are incorporated under the laws of the State of Delaware. We have
qualified as a REIT for federal income tax purposes. In order to maintain this
qualification, we must distribute at least 90% of our REIT taxable income,
computed without regard to net capital gains or the dividends-paid deduction,
and of our after-tax net income from foreclosure property each year. Dividends
on any preferred stock, including our 7.25% Preferred Income Equity Redeemable
Stock(SM), Series A, par value $100 per share, would be included as
distributions for this purpose.
In this prospectus, references to "we," "us" or "our" include those
entities which we own or control, including the Operating Partnership and GGPLP
L.L.C., unless the context indicates otherwise.
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USE OF PROCEEDS
Unless otherwise set forth in an accompanying prospectus supplement, we
will use the net proceeds from the sale of securities offered by this prospectus
for working capital and general corporate purposes, which may include the
acquisition of regional mall shopping centers or other real estate assets as
suitable opportunities arise, the expansion and improvement of certain
properties in our portfolio, payment of development costs for new centers, and
the repayment of indebtedness outstanding at such time.
RATIO OF EARNINGS TO FIXED CHARGES AND
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The following table sets forth our consolidated ratios of earnings to
fixed charges and earnings to combined fixed charges and preferred stock
dividends for the nine months ended September 30, 2001 and for each of the last
five fiscal years.
NINE MONTHS
ENDED
SEPTEMBER 30, TWELVE MONTHS ENDED DECEMBER 31,
------------- ----------------------------------------------------
2001 2000 1999 1998 1997 1996
------------- -------- -------- -------- -------- --------
Ratio of Earnings to 1.53 1.72 2.05 1.73 2.62 2.41
Fixed Charges
Ratio of Earnings to 1.40 1.57 1.83 1.58 2.62 2.41
Combined Fixed Charges
and Preferred Stock
Dividends
For the purpose of computing the above ratios, earnings have been
calculated by adding to income before extraordinary items and minority interest
the amount of fixed charges and distributed income of joint ventures accounted
for using the equity method and subtracting the amount of capitalized interest
and distributions on preferred units of membership interest in GGPLP L.L.C.
Fixed charges consist primarily of interest costs, including amounts estimated
to be included in rental expense and distributions on preferred units of
membership interest in GGPLP L.L.C.
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AUTHORIZED CAPITAL STOCK
Our authorized capital stock consists of 210,000,000 shares of common
stock, par value $.10 per share, and 5,000,000 shares of preferred stock, par
value $100 per share. The summary description of our capital stock set forth
below is not complete. We refer you to the following:
o our Second Amended and Restated Certificate of Incorporation,
as amended,
o the Certificate of Designations, Preferences and Rights
relating to our 7.25% Preferred Income Equity Redeemable
Stock(SM), Series A, par value $100 per share, or "PIERS," as
amended, which was filed on June 5, 1998 on Form 8-K,
o the Certificate of Designations, Preferences and Rights
relating to our Series A Junior Participating Preferred Stock,
which we call "Junior Participating Preferred Stock," which
was filed on November 18, 1998 on Form 8-K,
o the Certificate of Designations, Preferences and Rights
relating to our 8.95% Cumulative Redeemable Preferred Stock,
Series B, which we call "Series B Preferred Stock," which was
filed on June 15, 2000 on Form 8-K, and
o any other certificate of designations which we will file with
the SEC in connection with any other offering of preferred
stock.
You may obtain a copy of each of the Current Reports on Form 8-K identified in
this paragraph as set forth in "Where You Can Find More Information."
As of December 31, 2001, 61,923,932 shares of common stock were issued
and outstanding, 13,500,000 Depositary Shares, each representing 1/40 of a PIERS
(or an aggregate of 337,500 PIERS), were issued and outstanding, and no shares
of Junior Participating Preferred Stock or Series B Preferred Stock were issued
and outstanding. In addition, as of such date, 19,572,493 units of partnership
interest in the Operating Partnership were outstanding and held by limited
partners. Our common stock is listed on the New York Stock Exchange under the
symbol "GGP" and our Depositary Shares are listed on the New York Stock Exchange
under the symbol "GGPPrA."
DESCRIPTION OF COMMON STOCK
GENERAL
Holders of our common stock possess exclusive voting power, except as
otherwise required by law or provided in our certificates of designations and
any resolution adopted by the board of directors with respect to any series of
capital stock subsequently established. Each share of common stock entitles the
holder to one vote on all matters submitted to a vote of stockholders. Our
stockholders do not have cumulative voting rights in the election of directors.
Subject to any preferential rights of any outstanding series of preferred stock,
holders of our common stock are entitled to share ratably in such distributions
as our board of directors may declare from time to time from available funds
and, upon liquidation of our company, are entitled to receive their
proportionate share of all assets available for distribution.
RESTRICTIONS ON OWNERSHIP AND TRANSFER
For us to remain qualified as a REIT under the Internal Revenue Code of
1986, as amended, the following conditions must be satisfied:
o not more than 50% in value of our outstanding capital stock
may be owned, directly or indirectly, by five or fewer
individuals, as defined in the Code to include certain
entities, at any time during the last half of a taxable year,
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o the capital stock must be beneficially owned, without regard
to any rules of attribution of ownership, by 100 or more
persons during at least 335 days of a taxable year of 12
months or during a proportionate part of a shorter taxable
year, and
o certain percentages of our gross income must be from
particular activities.
Accordingly, our certificate of incorporation contains provisions which limit
the value of our outstanding capital stock that may be owned by any stockholder.
We refer to this limit as the "Ownership Limit."
Subject to certain exceptions, the Ownership Limit provides that no
stockholder, other than Martin Bucksbaum (now deceased), Matthew Bucksbaum,
their families and related trusts, may own, or be deemed to own by virtue of the
applicable attribution provisions of the Code, more than the Ownership Limit.
The Ownership Limit was originally set at 6.5% of the value of the outstanding
capital stock, and was increased to 7.5% of the value of the outstanding capital
stock as a result of legislation passed in 1993. Our board of directors is
authorized to further increase the Ownership Limit to not more than 9.8% of the
value of the outstanding capital stock. Our certificate of incorporation permits
the Bucksbaums to exceed the Ownership Limit. Currently, the Bucksbaums exceed
such limit. The Ownership Limit provides that the Bucksbaums may acquire
additional shares pursuant to certain rights granted to them in connection with
our initial public offering or from other sources so long as the acquisition
does not result in the five largest beneficial owners of capital stock holding
more than 50% of the outstanding capital stock.
Our board of directors may waive the Ownership Limit if presented with
satisfactory evidence that such ownership will not jeopardize our status as a
REIT. As a condition of such waiver, our board of directors may require opinions
of counsel satisfactory to it and/or an undertaking from the applicant with
respect to preserving our REIT status. The Ownership Limit will not apply if the
board of directors and the holders of capital stock determine that it is no
longer in our best interests to attempt to qualify, or to continue to qualify,
as a REIT. If shares of capital stock in excess of the Ownership Limit, or
shares which would cause us to be beneficially owned by fewer than 100 persons,
are issued or transferred to any person, such issuance or transfer shall be null
and void and the intended transferee will acquire no rights to such shares.
Our certificate of incorporation further provides that upon a transfer
or other event that results in a person owning (either directly or by virtue of
the applicable attribution rules) capital stock in excess of the applicable
Ownership Limit (referred to as "Excess Shares"), such person (known as a
"Prohibited Owner") will not acquire or retain any rights or beneficial economic
interest in such Excess Shares. Rather, the Excess Shares will be automatically
transferred to a person or entity unaffiliated with and designated by us to
serve as trustee of a trust for the exclusive benefit of a charitable
beneficiary to be designated by us within five days after the discovery of the
transaction which created the Excess Shares. The trustee shall have the
exclusive right to designate a person who may acquire the Excess Shares without
violating the applicable ownership restrictions (a "Permitted Transferee") to
acquire all of the shares held by the trust. The Permitted Transferee must pay
the trustee an amount equal to the fair market value (determined at the time of
transfer to the Permitted Transferee) for the Excess Shares. The trustee shall
pay to the Prohibited Owner the lesser of (a) the value of the shares at the
time they became Excess Shares and (b) the price received by the trustee from
the sale of the Excess Shares to the Permitted Transferee. The beneficiary will
receive the excess of (a) the sale proceeds from the transfer to the Permitted
Transferee over (b) the amount paid to the Prohibited Owner, if any, in addition
to any dividends paid with respect to the Excess Shares.
The Ownership Limit will not be automatically removed even if the REIT
provisions of the Code are changed so as to no longer contain any ownership
concentration limitation or if the ownership concentration limitation is
increased. Except as otherwise described above, any change in the Ownership
Limit would require an amendment to our certificate of incorporation. Amendments
to our certificate of incorporation require the affirmative vote of holders
owning a majority of the outstanding capital stock. In addition to preserving
our status as a REIT, the Ownership Limit may preclude an acquisition of control
over us without the approval of our board of directors.
All certificates representing capital stock will bear a legend
referring to the restrictions described above.
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All persons who own, directly or by virtue of the attribution
provisions of the Code, more than 7.5% of the value of the outstanding capital
stock must file an affidavit with us containing the information specified in our
certificate of incorporation within 30 days after January 1 of each year. In
addition, each stockholder shall upon demand be required to disclose to us in
writing such information with respect to the direct, indirect and constructive
ownership of shares as our board of directors deems necessary to comply with the
provisions of the Code applicable to a REIT or to comply with the requirements
of any taxing authority or governmental agency. United States Treasury
Regulations currently require us to send annual written statements requesting
information as to the actual ownership of the capital stock from each record
holder of more than 1% of our outstanding capital stock. Depending upon the
number of record holders of the capital stock, the reporting threshold required
by the Regulations can fall as low as 0.5%. Record holders that fail to submit a
written statement in response to the request must attach to their federal income
tax returns specified information regarding the actual ownership of shares of
capital stock of which they are the record holder.
LIMITATION OF LIABILITY OF DIRECTORS
Our certificate of incorporation provides that a director will not be
personally liable for monetary damages to us or to our stockholders for breach
of fiduciary duty as a director, except for liability:
o for any breach of the director's duty of loyalty to us or to
our stockholders,
o for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law,
o for paying a dividend or approving a stock repurchase in
violation of Section 174 of the Delaware General Corporation
Law, or
o for any transaction from which the director derived an
improper personal benefit.
While our certificate of incorporation provides directors with
protection from awards for monetary damages for breaches of their duty of care,
it does not eliminate such duty. Accordingly, our certificate of incorporation
will have no effect on the availability of equitable remedies such as an
injunction or rescission based on a director's breach of his or her duty of
care. The provisions of our certificate of incorporation described above apply
to an officer of our company only if he or she is a director of our company and
is acting in his or her capacity as director, and do not apply to officers of
our company who are not directors.
INDEMNIFICATION AGREEMENTS
We have entered into indemnification agreements with each of our
officers and directors. The indemnification agreements require, among other
things, that we indemnify our officers and directors to the fullest extent
permitted by law, and advance to our officers and directors all related
expenses, subject to reimbursement if it is subsequently determined that
indemnification is not permitted. We must also indemnify and advance all
expenses incurred by officers and directors seeking to enforce their rights
under the indemnification agreements, and cover them under our directors' and
officers' liability insurance. Although the form of the indemnification
agreement offers substantially the same scope of coverage afforded by provisions
in our certificate of incorporation and bylaws, it provides greater assurance to
the directors and officers that indemnification will be available, because, as a
contract, it cannot be modified unilaterally in the future by the board of
directors or by stockholders to eliminate the rights it provides.
DELAWARE ANTI-TAKEOVER STATUTE
We are a Delaware corporation subject to Section 203 of the Delaware
General Corporation Law. In general, Section 203 prevents an "interested
stockholder" (defined generally as a person owning 15% or more of our
outstanding voting stock) from engaging in a "business combination" (as defined
in Section 203) with us for three years following the date that person becomes
an interested stockholder unless:
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o before that person became an interested stockholder, our board
of directors approved the transaction in which the interested
stockholder became an interested stockholder or approved the
business combination,
o upon completion of the transaction that resulted in the
interested stockholder becoming an interested stockholder, the
interested stockholder owned at least 85% of our voting stock
outstanding at the time the transaction commenced (excluding
stock held by directors who are also our officers and by
employee stock plans that do not provide employees with the
right to determine confidentially whether shares held subject
to the plan will be tendered in a tender or exchange offer),
or
o following the transaction in which that person became an
interested stockholder, the business combination is approved
by our board of directors and authorized at a meeting of
stockholders by the affirmative vote of the holders of at
least two-thirds of our outstanding voting stock not owned by
the interested stockholder.
Under Section 203, these restrictions do not apply to certain business
combinations proposed by an interested stockholder following the announcement or
notification of one of certain extraordinary transactions involving us and a
person who was not an interested stockholder during the previous three years or
who became an interested stockholder with the approval of a majority of our
directors, if that extraordinary transaction is approved or not opposed by a
majority of the directors who were directors before any person became an
interested stockholder in the previous three years or who were recommended for
election or elected to succeed such directors by a majority of such directors
then in office.
PREFERRED SHARE PURCHASE RIGHTS
We have adopted a shareholder rights plan, pursuant to which we
declared a dividend of one preferred share purchase right, referred to as
"Right," for each share of common stock outstanding on December 10, 1998 to the
stockholders of record on that date. A Right is also attached to each
subsequently issued share of common stock. Prior to becoming exercisable, the
Rights trade together with the common stock.
The Rights become exercisable when a person or group acquires or
commences or announces a tender or exchange offer for 15% or more of the common
stock (or, in the case of certain grandfathered stockholders described in the
shareholder rights plan, more than the applicable grandfathered limit described
in the plan). Each Right initially entitles the holder to purchase from us one
one-thousandth of a share of Junior Participating Preferred Stock, par value
$100 per share, at an exercise price of $148 per one one-thousandth of a share,
subject to adjustment. In the event that a person or group acquires 15% or more
of the common stock, each Right will entitle the holder (other than the
acquirer) to purchase shares of common stock (or, in certain circumstances cash
or other securities) having a market value of twice the exercise price of a
Right at such time. Under certain circumstances, each Right will entitle the
holder (other than the acquirer) to purchase common stock of the acquirer having
a market value of twice the exercise price of a Right at such time. In addition,
under certain circumstances, our board of directors may exchange each Right
(other than those held by the acquirer) for one share of common stock, subject
to adjustment. If the Rights become exercisable, holders of units of partnership
interest in the Operating Partnership, other than us, will receive the number of
Rights they would have received if their units had been redeemed and the
purchase price paid in common stock.
The Rights expire on November 18, 2008, unless earlier redeemed by our
board of directors for $.01 per Right or such expiration date is extended.
DESCRIPTION OF PREFERRED STOCK
GENERAL
Our board of directors is authorized, without a vote or other
stockholder action, to provide for the issuance of up to 5,000,000 shares of
preferred stock, par value $100 per share. Preferred stock may be issued from
time to
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time in one or more series, in such amounts and with such designations, powers,
preferences or other rights, qualifications, limitations and restrictions as may
be fixed by the board of directors in the certificate of designation relating to
each particular series. A prospectus supplement relating to each such series to
be issued pursuant to this prospectus will specify the terms of the preferred
stock, including, if applicable, the following:
o the designation of such series and the number of shares
offered,
o the liquidation preference of such series,
o the initial offering price at which such series will be
issued,
o the dividend rate (or method of calculation), the dates on
which dividends shall be payable and the dates from which
dividends shall commence to cumulate, if any,
o any redemption or sinking fund provisions,
o any conversion or exchange rights,
o any additional voting, dividend, liquidation, redemption,
sinking fund and other rights, preferences, privileges,
limitations and restrictions,
o any listing of such preferred stock on any securities
exchange,
o a discussion of federal income tax considerations applicable
to such series,
o the relative ranking and preferences of such series as to
dividend rights and rights upon liquidation, dissolution or
winding up of our business,
o any limitations on issuance of any series of preferred stock
ranking senior to or on a parity with such series as to
dividend rights and rights upon liquidation, dissolution or
winding up of our business,
o any limitations on direct or beneficial ownership and
restrictions on transfer, in each case as may be appropriate
to preserve our status as a REIT for federal tax purposes, and
o any other specific terms, preferences, rights, limitations or
restrictions of such series.
The description of preferred stock set forth above and in any
description of the terms of a particular series of preferred stock in the
related prospectus supplement will not be complete. You should refer to the
applicable certificate of designation for such series of preferred stock for
complete information with respect to such preferred stock. The issuance of
preferred stock may reduce the amount of earnings and assets available for
distribution to our common stockholders and/or the rights and powers, including
voting power, that they possess. The issuance of preferred stock may also have
the effect of delaying, deferring or preventing a change of control of our
company.
DESCRIPTION OF PIERS AND DEPOSITARY SHARES
Each owner of a Depositary Share is entitled to its proportionate share
of all the rights and preferences of PIERS represented thereby. The following is
a brief description of the dividend, voting, conversion, redemption and
liquidation rights, preferences and privileges applicable to PIERS.
Dividends. Dividends are cumulative and payable in arrears quarterly on
or about the fifteenth day of January, April, July and October of each year in
an amount per PIERS equal to the greater of (a) 7.25% of the liquidation
preference per annum (equivalent to $1.8125 per annum per Depositary Share) and
(b) the cash dividends paid or payable (determined on each of the dividend
payment dates for PIERS) on that number of shares
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of common stock equal to the number of shares of common stock (or portion
thereof) into which a PIERS is convertible. Dividends will accumulate whether or
not we have sufficient earnings, whether or not there are funds legally
available for the payment of such dividends, and whether or not such dividends
are declared.
Liquidation Preference and Conversion Rights. PIERS have a liquidation
preference of $1,000.00 per PIERS (equivalent to $25.00 per Depositary Share),
plus a proportionate amount equal to accrued and unpaid dividends on PIERS
(whether or not earned or declared).
PIERS are convertible at any time, in whole or in part at the option of
the holder, unless previously redeemed, into shares of common stock, at an
initial conversion price, which we call the "Conversion Price," of $39.70 per
share of common stock (equivalent to a conversion rate of 0.6297 shares of
common stock per Depositary Share), subject to adjustment in certain
circumstances.
Redemption. Except in certain circumstances relating to the
preservation of our status as a REIT for federal income tax purposes, PIERS and
the Depositary Shares are not redeemable prior to July 15, 2003. Under certain
circumstances, on and after July 15, 2003, we may redeem at our discretion PIERS
and the Depositary Shares, in whole or in part, for such number of shares of
common stock as are issuable at the Conversion Price (equivalent initially to a
conversion rate of 0.6297 shares of common stock per Depositary Share). In
addition, on and after July 15, 2003, we may redeem at our discretion PIERS and
the Depositary Shares, in whole or in part, initially at $1,032.22 per PIERS
(equivalent to $25.8055 per Depositary Share) and thereafter at prices declining
to $1,000.00 per PIERS (equivalent to a price of $25.00 per Depositary Share) on
and after July 15, 2007, plus in each case accrued and unpaid dividends, if any,
to the redemption date.
PIERS and the Depositary Shares are subject to mandatory redemption on
July 15, 2008, at a price of $1,000.00 per PIERS (equivalent to a price of
$25.00 per Depositary Share), plus accrued and unpaid dividends, if any, to the
redemption date.
Ranking and Voting Rights. PIERS will rank senior to the common stock
as to priority for receiving dividends and amounts upon our liquidation,
dissolution or winding-up. Holders of PIERS do not generally have any voting
rights, except as provided by applicable law. If dividends on PIERS are in
arrears for six or more quarterly periods, holders of PIERS (voting separately
as a class with all other series of preferred stock upon which like voting
rights have been conferred and are exercisable) will be entitled to vote for the
election of two additional directors to serve on our board of directors until
all dividend arrearages are eliminated.
DESCRIPTION OF SERIES B PREFERRED STOCK
On May 25, 2000, GGPLP L.L.C. issued $175 million of 8.95% Series A
Cumulative Redeemable Preferred Units of membership interest, which we call the
"Series A Preferred Units," to an institutional investor. Holders of the Series
A Preferred Units are entitled to receive cumulative preferential cash
distributions per Unit at a per annum rate of 8.95% of the $250 liquidation
preference thereof (or $5.59375 per quarter) prior to any distributions by GGPLP
L.L.C. to the Operating Partnership, which owns all of the common units of
membership interest in GGPLP L.L.C.
At any time on or after May 25, 2010 and subject to certain
limitations, the holders of at least 51% of the outstanding Series A Preferred
Units may elect to exchange all of the Series A Preferred Units for the number
of shares of Series B Preferred Stock, par value $100 per share, equal to the
quotient of (A) the sum of the capital accounts of the holders of Series A
Preferred Units divided by (B) $1,000. A holder or holders of Series A Preferred
Units also may elect to exchange Series A Preferred Units for shares of Series B
Preferred Stock or common stock, as specified in the operating agreement of
GGPLP L.L.C., in the event that (a) accumulated and unpaid distributions on the
Series A Preferred Units exceed a specified amount on or after May 25, 2005, (b)
GGPLP L.L.C. is or will be a "publicly traded partnership" as defined in the
Internal Revenue Code of 1986, as amended, or (c) a holder concludes that there
is an imminent and substantial risk that its interest in GGPLP L.L.C. could
exceed more than a specified percentage of the total profit or capital interests
in GGPLP L.L.C. If a written notice of exchange has been delivered to us, then
we may, at our option, within ten business days after receiving the exchange
notice, elect to purchase or cause GGPLP L.L.C. to redeem all or a portion of
the Series A Preferred Units (for which an exchange
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notice was delivered) for cash or common stock based upon a 20 trading day
average of the closing price of the common stock.
The shares of Series B Preferred Stock, none of which are currently
issued or outstanding, rank on parity with the PIERS and rank senior to the
common stock as to priority for receiving dividends and amounts upon our
liquidation, dissolution or winding-up. Holders of Series B Preferred Stock do
not generally have any voting rights, except as provided by applicable law.
DESCRIPTION OF DEPOSITARY SHARES
We may, at our option, elect to offer fractional interests in shares of
preferred stock, rather than full shares of preferred stock. If we do elect to
offer fractional interests in shares of preferred stock, we will issue to the
public receipts for depositary shares and each of these depositary shares will
represent a fraction of a share of a particular series of preferred stock, as
specified in the applicable prospectus supplement. Each owner of a depositary
share will be entitled, in proportion to the applicable fractional interest in
shares of preferred stock underlying that depositary share, to all rights and
preferences of the preferred stock underlying that depositary share. These
rights include dividend, voting, redemption and liquidation rights.
The shares of preferred stock underlying the depositary shares will be
deposited with a bank or trust company selected by us to act as depositary,
under a deposit agreement between us, the depositary and the holders of the
depositary receipts. The depositary will have its principal office in the United
States and a combined capital and surplus of at least $50,000,000. The
depositary will be the transfer agent, registrar and dividend disbursing agent
for the depositary shares.
The depositary shares will be evidenced by depositary receipts issued
pursuant to the deposit agreement. Holders of depositary receipts agree to be
bound by the deposit agreement, which requires holders to take certain actions
such as filing proof of residence and paying certain charges.
The summary of the terms of the depositary shares contained in this
prospectus is not complete. You should refer to the forms of the deposit
agreement, our certificate of incorporation and the certificate of designation
for the applicable series of preferred stock that are, or will be, filed with
the SEC.
DIVIDENDS AND OTHER DISTRIBUTIONS
The depositary will distribute all cash dividends or other cash
distributions received in respect of the preferred stock to the record holders
of depositary shares relating to such preferred stock in proportion to the
numbers of such depositary shares owned by such holders on the relevant record
date. The depositary shall distribute only such amount, however, as can be
distributed without attributing to any holder of depositary shares a fraction of
one cent, and the balance not so distributed shall be added to and treated as
part of the next sum received by the depositary for distribution to record
holders of depositary shares.
In the event of a distribution other than in cash, the depositary will
distribute property received by it to the record holders of depositary shares in
an equitable manner, unless the depositary determines that it is not feasible to
make such distribution. In such a case, the depositary may elect another method
of distribution, including selling the property and distributing the net
proceeds to the holders.
The deposit agreement will also contain provisions relating to the
manner in which any subscription or similar rights offered by us to preferred
stockholders shall be made available to the holders of depositary shares.
LIQUIDATION PREFERENCE
If a series of preferred stock underlying the depositary shares has a
liquidation preference, in the event of the voluntary or involuntary
liquidation, dissolution or winding up of our company, holders of depositary
shares will be entitled to receive the fraction of the liquidation preference
accorded each share of the applicable series of preferred stock, as set forth in
the applicable prospectus supplement.
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REDEMPTION OF DEPOSITARY SHARES
If a series of preferred stock underlying depositary shares is subject
to redemption, the depositary shares will be redeemed from the proceeds received
by the depositary resulting from the redemption, in whole or in part, of such
series of preferred stock held by the depositary. The depositary shall mail
notice of redemption not less than 30 and not more than 60 days prior to the
date fixed for redemption to the record holders of the depositary shares to be
so redeemed at their respective addresses appearing in the depositary's books.
The redemption price per depositary share will be equal to the applicable
fraction of the redemption price per share payable with respect to the
underlying series of the preferred stock. Whenever we redeem preferred stock
held by the depositary, the depositary will redeem, as of the same redemption
date, the number of depositary shares representing preferred stock so redeemed.
If fewer than all of the depositary shares are to be redeemed, the depositary
shares to be redeemed will be selected by lot or pro rata as may be determined
to be equitable by the depositary.
VOTING THE PREFERRED STOCK
Upon receipt of notice of any meeting at which the holders of the
preferred stock are entitled to vote, the depositary will mail the information
contained in such notice of meeting to the record holders of the depositary
shares relating to such preferred stock. The record date of the depositary
shares will be the same date as the record date for the preferred stock. Each
record holder of depositary shares on the record date will be entitled to
instruct the depositary as to the exercise of the voting rights pertaining to
the amount of the preferred stock underlying the depositary shares. The
depositary will endeavor, insofar as practicable, to vote the number of shares
of preferred stock underlying the depositary shares in accordance with these
instructions and we will take all reasonable action deemed necessary by the
depositary to enable it to do so. The depositary will abstain from voting the
preferred stock to the extent it does not receive specific instructions from the
holder of depositary shares representing such shares of preferred stock.
WITHDRAWAL OF UNDERLYING PREFERRED STOCK
Unless we say otherwise in a prospectus supplement, holders may
surrender depositary receipts at the principal office of the depositary and,
upon payment of any unpaid amount due to the depositary, be entitled to receive
the number of whole shares of underlying preferred stock and all money and other
property represented by the related depositary shares. We will not issue any
partial shares of preferred stock. If the holder delivers depositary receipts
evidencing a number of depositary shares that represent more than a whole number
of shares of preferred stock, the depositary will issue a new depositary receipt
evidencing the excess number of depositary shares to that holder.
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
The form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement may be amended at any time by agreement
between us and the depositary. However, any amendment which materially and
adversely alters the rights of the holders of depositary shares will not be
effective unless such amendment has been approved by the holders of at least a
majority of the depositary shares then outstanding. The deposit agreement will
only terminate if:
o all outstanding depositary shares have been redeemed or
surrendered, or
o there has been a final distribution of the preferred stock in
connection with a liquidation, dissolution or winding up of
our company and such distribution has been made to all the
holders of depositary shares.
CHARGES OF DEPOSITARY
We will pay all transfer and other taxes and governmental charges
arising solely from the existence of the depositary arrangements. We will also
pay charges of the depositary in connection with the following:
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o the initial deposit of the preferred stock,
o the initial issuance of depositary receipts,
o all withdrawals of preferred stock by owners of depositary
shares, and
o any redemption of the preferred stock.
Holders of depositary receipts will pay all other transfer and other
taxes and governmental charges and such other charges as are expressly provided
in the deposit agreement to be for their accounts. If these charges have not
been paid, the depositary may:
o refuse to transfer depositary shares,
o withhold dividends and distributions, and
o sell the depositary shares evidenced by the depositary
receipt.
RESIGNATION AND REMOVAL OF DEPOSITARY
The depositary may resign at any time by delivering notice to us of its
intention to do so and we may remove the depositary at any time. Any resignation
or removal will take effect upon the appointment of a successor depositary and
its acceptance of the appointment. The successor depositary must be appointed
within 60 days after delivery of the notice of resignation or removal and must
be a bank or trust company having its principal office in the United States and
having a combined capital and surplus of at least $50,000,000.
RESTRICTIONS ON OWNERSHIP
To safeguard ourselves against an inadvertent loss of REIT status, the
deposit agreement or our certificate of incorporation will contain provisions
restricting the ownership and transfer of depositary shares. Such restrictions
will be described in the applicable prospectus supplement and will be referenced
on the applicable depositary receipts.
FEDERAL INCOME TAX CONSEQUENCES
Owners of the depositary shares will be treated for Federal income tax
purposes as if they were owners of the preferred stock underlying the depositary
shares. As a result, owners will be entitled to take into account for Federal
income tax purposes any deductions to which they would be entitled if they were
holders of such preferred stock. No gain or loss will be recognized for Federal
income tax purposes upon the withdrawal of the underlying preferred stock in
exchange for depositary shares. The tax basis of each share of preferred stock
to an exchanging owner of depositary shares will, upon such exchange, be the
same as the aggregate tax basis of the depositary shares exchanged. The holding
period for preferred stock in the hands of an exchanging owner of depositary
shares will include the period during which such person owned such depositary
shares.
MISCELLANEOUS
The depositary will forward all reports and communications from us that
are delivered to the depositary and which we are required or otherwise determine
to furnish to the holders of the preferred stock.
Neither the depositary nor we will be liable if the depositary is
prevented or delayed by law or any circumstance beyond its control in performing
its obligations under the deposit agreement. Our obligations and those of the
depositary under the deposit agreement will be limited to performance in good
faith of our respective duties thereunder and neither of us will be obligated to
prosecute or defend any legal proceeding in respect of any depositary shares or
preferred stock unless satisfactory indemnity is furnished. We and the
depositary may rely upon the written advice of counsel or accountants, or
information provided by persons presenting preferred stock for
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deposit, holders of depositary shares or other persons believed to be competent
and on documents believed to be genuine.
DESCRIPTION OF DEBT SECURITIES
The following description sets forth certain general terms and
provisions of the debt securities to which any prospectus supplement may relate.
The particular terms and provisions of the series of the debt securities offered
by a prospectus supplement, including any additional covenants or changes to
existing covenants relating to such series, and the extent to which such general
terms and provisions described below may apply to such series, will be described
in the prospectus supplement relating to such series of debt securities.
Debt securities will be issued pursuant to an indenture between us and
a trustee to be named prior to an offering of the securities. The following
description of the terms of the debt securities is not complete, and we refer
you to our form of indenture, a copy of which is an exhibit to the registration
statement of which this prospectus is a part. For your reference, in several
cases below we have noted the section in the indenture that the paragraph
summarizes. Capitalized terms have the meanings assigned to them in the
indenture. The referenced sections of the indenture and the definitions of
capitalized terms are incorporated by reference in the following summary.
Prospective purchasers of debt securities should be aware that special
U.S. Federal income tax, accounting and other considerations may be applicable
to instruments such as the debt securities. The prospectus supplement relating
to an issue of debt securities will describe these considerations, if they
apply.
SPECIFIC TERMS OF EACH SERIES
The indenture provides for the issuance from time to time of debt
securities in an unlimited dollar amount and an unlimited number of series. Each
time that we issue a new series of debt securities, the prospectus supplement
relating to that new series will specify the particular amount, price and other
terms of those debt securities. These terms may include:
o the title of the debt securities,
o any limit on the total principal amount of the debt
securities,
o the date or dates on which the principal of the debt
securities will be payable or their manner of determination,
o the interest rate or rates of the debt securities, the date or
dates from which interest will accrue on the debt securities,
and the interest payment dates and the regular record dates
for the debt securities, or, in each case, their manner of
determination,
o the place or places where the principal of and premium and
interest on the debt securities will be paid,
o the period or periods within which, the price or prices at
which and the terms on which any of the debt securities may be
redeemed, in whole or in part at our option, and any
remarketing arrangements,
o the terms on which we would be required to redeem, repay or
purchase debt securities required by any sinking fund,
mandatory redemption or similar provision; and the period or
periods within which, the price or prices at which and the
terms and conditions on which the debt securities will be so
redeemed, repaid or purchased in whole or in part,
o the denomination in which the debt securities will be issued,
if other than denominations of $1,000 and any whole multiple
thereof,
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o the portion of the principal amount of the debt securities
that is payable on the declaration of acceleration of the
maturity, if other than their principal amount (these debt
securities could include original issue discount, or OID, debt
securities or indexed debt securities, which are each
described below),
o whether and under what circumstances we will pay additional
amounts under any debt securities held by a person who is not
a U.S. person for tax payments, assessments or other
governmental charges and whether we have the option to redeem
the debt securities which are affected by the additional
amounts instead of paying the additional amounts,
o the form in which we will issue the debt securities, whether
registered, bearer or both, and any restrictions on the
exchange of one form of debt securities for another and on the
offer, sale and delivery of the debt securities in either
form,
o whether the debt securities will be issuable as global
securities,
o whether the amounts of payments of principal of, premium, if
any, and interest, if any, on the debt securities are to be
determined with reference to an index, formula or other
method, and if so, the manner in which such amounts will be
determined,
o if the debt securities are issuable in definitive form upon
the satisfaction of certain conditions, the form and terms of
such conditions,
o any trustees, paying agents, transfer agents, registrars,
depositories or similar agents with respect to the debt
securities,
o any additions or deletions to the terms of the debt securities
with respect to the events of default or covenants governing
the debt securities,
o the foreign currency or units of two or more foreign
currencies in which payment of the principal of and premium
and interest on any debt securities will be made, if other
than U.S. dollars, and the holders' right, if any, to elect
payment in a foreign currency or foreign currency unit other
than that in which the debt securities are payable,
o whether and to what extent the debt securities are subject to
defeasance on terms different from those described under
Defeasance under the indenture, and
o any other terms of the debt securities that are not
inconsistent with the indenture. (Section 301)
We may issue debt securities as OID debt securities. OID debt
securities bear no interest or bear interest at below-market rates and are sold
at a discount below their stated principal amount. If we issue OID debt
securities, the prospectus supplement will contain the issue price, the rate at
which interest will accrue, and the date from which such interest will accrue on
the OID debt securities.
We may also issue indexed debt securities. Payments of principal of,
and premium and interest on, indexed debt securities are determined with
reference to the rate of exchange between the currency or currency unit in which
the debt security is denominated and any other currency or currency unit
specified by us, to the relationship between two or more currencies or currency
units or by other similar methods or formulas specified in the prospectus
supplement.
RANKING
The debt securities will be our unsecured and unsubordinated
obligations and will rank equally with all our other unsecured and
unsubordinated debt.
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FORM AND DENOMINATION
The prospectus supplement will describe the form which the debt
securities will have, including insertions, omissions, substitutions and other
variations permitted by the indenture and any legends required by any laws,
rules or regulations. (Section 201)
We will issue debt securities in denominations of $1,000 and whole
multiples thereof, unless the prospectus supplement states otherwise. (Section
302)
PAYMENT
We will pay principal of and premium and interest on registered debt
securities at the place and time described in the debt securities. We will pay
installments of interest on any registered debt security to the person in whose
name the registered debt security is registered at the close of business on the
regular record date for these payments. We will pay principal and premium on
registered debt securities only against surrender of these debt securities.
(Section 1001) If we issue debt securities in bearer form, the prospectus
supplement will describe where and how payment will be made.
LIMITATION ON MERGER, CONSOLIDATION AND SALES OF ASSETS
We may not consolidate with or merge into any other entity or transfer
substantially all of our properties and assets to any person unless:
o the successor is organized under the laws of the United States
or a state thereof,
o the successor assumes by supplemental indenture the
obligations of its predecessor (that is, all our obligations
under the debt securities and the indenture), and
o after giving effect to the transaction, there is no default
under the indenture.
The surviving transferee will be our successor, and we will be relieved of all
obligations under the debt securities and the indenture. (Sections 801 and 802)
REGISTRATION OF TRANSFER AND EXCHANGE
All debt securities issued upon any registration of transfer or
exchange of debt securities will be valid obligations of ours, evidencing the
same debt and entitled to the same rights under the indenture as the debt
securities surrendered in the registration of transfer or exchange.
REGISTRATION OF TRANSFER
Holders of registered debt securities may present their securities for
registration of transfer at the office of one or more security registrars
designated and maintained by us. (Section 305)
We will not be required to register the transfer of or exchange any
debt securities under any of the following conditions:
o we will not be required to register the transfer of or
exchange any debt securities during a period of 15 days before
any selection of those debt securities to be redeemed,
o we will not be required to register the transfer of or
exchange any debt securities selected for redemption, in whole
or in part, except the unredeemed portion of any debt
securities being redeemed in part, or
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o we will not be required to register the transfer of or
exchange any debt securities of any holder who has exercised
an option to require the repurchase of those debt securities
prior to their stated maturity date, except the portion not
being repurchased. (Section 305)
EXCHANGE
At your option, you may exchange your registered debt securities of any
series (except a global security, as set forth below) for an equal principal
amount of other registered debt securities of the same series having authorized
denominations upon surrender to our designated agent.
We may at any time exchange debt securities issued as one or more
global securities for an equal principal amount of debt securities of the same
series in definitive registered form. In this case we will deliver to the
holders new debt securities in definitive registered form in the same aggregate
principal amount as the global securities being exchanged.
The depositary of the global securities may also decide at any time to
surrender one or more global securities in exchange for debt securities of the
same series in definitive registered form, in which case we will deliver the new
debt securities in definitive form to the persons specified by the depositary,
in an aggregate principal amount equal to, and in exchange for, each person's
beneficial interest in the global securities.
Notwithstanding the above, we will not be required to exchange any debt
securities if, as a result of the exchange, we would suffer adverse consequences
under any United States law or regulation. (Section 305)
GLOBAL SECURITIES
If we decide to issue debt securities in the form of one or more global
securities, then we will register the global securities in the name of the
depositary for the global securities or the nominee of the depositary and the
global securities will be delivered by the trustee to the depositary for credit
to the accounts of the holders of beneficial interests in the debt securities.
The prospectus supplement will describe the specific terms of the
depositary arrangement for debt securities of a series that are issued in global
form. None of our company, the trustee, any paying agent or the security
registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in a global debt security or for maintaining, supervising or reviewing
any records relating to these beneficial ownership interests.
DEFEASANCE OF INDENTURE
We can terminate all of our obligations under the indenture with
respect to the debt securities, other than the obligation to pay interest on and
the principal of the debt securities and certain other obligations, at any time
by:
o depositing money or U.S. government obligations with the
trustee in an amount sufficient to pay the principal of and
interest on the debt securities to their maturity, and
o complying with certain other conditions, including delivery to
the trustee of an opinion of counsel to the effect that
holders of debt securities will not recognize income, gain or
loss for federal income tax purposes as a result of our
defeasance.
In addition, we can terminate all of our obligations under the indenture with
respect to the debt securities, including the obligation to pay interest on and
the principal of the debt securities, at any time by:
o depositing money or U.S. government obligations with the
trustee in an amount sufficient to pay the principal of and
interest on the debt securities to their maturity, and
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o complying with certain other conditions, including delivery to
the trustee of an opinion of counsel stating that there has
been a ruling by the Internal Revenue Service, or a change in
the federal tax law since the date of the indenture, to the
effect that holders of debt securities will not recognize
income, gain or loss for federal income tax purposes as a
result of our defeasance. (Sections 402-404)
PAYMENTS OF UNCLAIMED MONEYS
Moneys deposited with the trustee or any paying agent for the payment
of principal of or premium and interest on any debenture that remains unclaimed
for two years will be repaid to us at our request, unless the law requires
otherwise. If this happens and you want to claim these moneys, you must look to
us and not to the trustee or paying agent. (Section 409)
EVENTS OF DEFAULT, NOTICES, AND WAIVER
EVENTS OF DEFAULT
An event of default regarding any series of debt securities is any one
of the following events:
o default for 30 days in the payment of any interest installment
when due and payable,
o default in the payment of principal or premium when due at its
stated maturity, by declaration, when called for redemption or
otherwise,
o default in the performance of any covenant in the debt
securities or in the indenture by us for 60 days after notice
to us by the trustee or by holders of 25% in principal amount
of the outstanding debt securities of that series,
o acceleration of debt securities of another series or any other
indebtedness of ours or one of our Significant Subsidiaries
for borrowed money, in an aggregate principal amount exceeding
$25 million under the terms of the instrument or instruments
under which the indebtedness is issued or secured, if the
acceleration is not annulled within 30 days after written
notice as provided in the indenture,
o a final, non-appealable judgment or order for the payment of
money in excess of $25 million rendered against us or one of
our Significant Subsidiaries that is not paid or discharged
within 60 days following entry of such judgment or order,
o certain events of bankruptcy, insolvency and reorganization
involving us, and
o any other event of default of that series as specified in the
prospectus supplement. (Section 501)
A default regarding a single series of debt securities will not
necessarily constitute a default regarding any other series.
If an event of default for any series of debt securities occurs and is
continuing (other than an event of default involving the bankruptcy, insolvency
or reorganization of our company), either the trustee or the holders of 25% in
principal amount of the outstanding debt securities of that series may declare
the principal (or, in the case of (a) OID debt securities, a lesser amount as
provided in those OID debt securities or (b) indexed debt securities, an amount
determined by the terms of those indexed debt securities) of all the debt
securities of that series, together with any accrued interest on the debt
securities, to be immediately due and payable by notice in writing to us. If it
is the holders of debt securities who give notice of that declaration of
acceleration to us, then they must also give notice to the trustee. (Section
502)
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If an event of default occurs which involves the bankruptcy, insolvency
or reorganization of our company, as set forth above, then all unpaid principal
amounts (or, if the debt securities are (a) OID debt securities, then the
portion of the principal amount that is specified in those OID debt securities
or (b) indexed debt securities, an amount determined by the terms of those
indexed debt securities) and accrued interest on all debt securities of each
series will immediately become due and payable, without any action by the
trustee or any holder of debt securities. (Section 502)
In order for holders of debt securities to initiate proceedings for a
remedy under the indenture, 25% in principal amount must first give notice to us
as provided above, must request that the trustee initiate a proceeding in its
own name and must offer the trustee a reasonable indemnity against costs and
liabilities. If the trustee still refuses for 60 days to initiate the
proceeding, and no inconsistent direction has been given to the trustee by
holders of a majority of the debt securities of the same series, the holders may
initiate a proceeding as long as they do not adversely affect the rights of any
other holders of that series. (Section 507)
The holders of a majority in principal amount of the outstanding debt
securities of a series may rescind a declaration of acceleration if all events
of default, besides the failure to pay principal or interest due solely because
of the declaration of acceleration, have been cured or waived. (Section 502)
If we default on the payment of any installment of interest and fail to
cure the default within 30 days, or if we default on the payment of principal
when it becomes due, then the trustee may require us to pay all amounts due to
the trustee, with interest on the overdue principal or interest payments, in
addition to the expenses of collection. (Section 503)
NOTICES
The trustee is required to give notice to holders of a series of debt
securities of a default, which remains uncured or has not been waived, that is
known to the trustee within 90 days after the default has occurred. In the event
of a default in the performance of any covenant in the debt securities or the
indenture which results under the indenture in notice to us by the trustee after
90 days, the trustee shall not give notice to the holders of debt securities
until 60 days after the giving of notice to us. The trustee may not withhold the
notice in the case of a default in the payment of principal of and premium or
interest on any of the debt securities. (Section 602)
WAIVER
The holders of a majority in principal amount of the outstanding debt
securities of a series may waive any past default or event of default except a
default in the payment of principal of or premium or interest on the debt
securities of that series or a default relating to a provision that cannot be
amended without the consent of each affected holder. (Section 513)
REDEMPTION
The specific terms of any redemption of a series of debt securities
will be contained in the prospectus supplement for that series. Generally, we
must send notice of redemption to the holders at least 30 days but not more than
60 days prior to the redemption date. The notice will specify:
o the principal amount being redeemed,
o the redemption date,
o the redemption price,
o the place or places of payment,
o the CUSIP number of the debt securities being redeemed,
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o whether the redemption is pursuant to a sinking fund,
o that on the redemption date, interest (or, in the case of OID
debt securities, original issue discount) will cease to
accrue, and
o if bearer debt securities are being redeemed, that those
bearer debt securities must be accompanied by all coupons
maturing after the redemption date or the amount of the
missing coupons will be deducted from the redemption price, or
indemnity must be furnished, and whether those bearer debt
securities may be exchanged for registered debt securities not
being redeemed. (Section 1104)
On or before any redemption date, we will deposit an amount of money
with the trustee or with a paying agent sufficient to pay the redemption price.
(Section 1103)
If less than all the debt securities are being redeemed, the trustee
shall select the debt securities to be redeemed using a method it considers
fair. (Section 1103) After the redemption date, holders of debt securities which
were redeemed will have no rights with respect to the debt securities except the
right to receive the redemption price and any unpaid interest to the redemption
date. (Section 1106)
CONCERNING THE TRUSTEE
We may maintain banking relationships in the ordinary course of
business with the trustee.
DESCRIPTION OF WARRANTS
The following is a general description of the terms of the warrants we
may issue from time to time. Particular terms of any warrants we offer will be
described in the prospectus supplement relating to such warrants.
GENERAL
We may issue warrants to purchase common stock, preferred stock,
depositary shares, debt securities or any combination thereof. Such warrants may
be issued independently or together with any such securities and may be attached
or separate from such securities. We will issue each series of warrants under a
separate warrant agreement to be entered into between us and a warrant agent.
The warrant agent will act solely as our agent and will not assume any
obligation or relationship of agency for or with holders or beneficial owners of
warrants.
A prospectus supplement will describe the particular terms of any
series of warrants we may issue, including, if applicable, the following:
o the title of such warrants,
o the aggregate number of such warrants,
o the price or prices at which such warrants will be issued,
o the currency or currencies, including composite currencies, in
which the price of such warrants may be payable,
o the price at which and the currency or currencies, including
composite currencies, in which the securities purchasable upon
exercise of such warrants may be purchased,
o the designation and terms of the securities purchasable upon
exercise of such warrants and the number of such securities
issuable upon exercise of such warrants,
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o the date on which the right to exercise such warrants shall
commence and the date on which such right will expire,
o whether such warrants will be issued in registered form or
bearer form,
o the minimum or maximum amount of such warrants which may be
exercised at any one time,
o the designation and terms of the securities with which such
warrants are issued and the number of such warrants issued
with each such security,
o the date on and after which such warrants and the related
securities will be separately transferable,
o information with respect to book-entry procedures,
o a discussion of certain U.S. federal income tax
considerations, and
o any other terms of such warrants, including terms, procedures
and limitations relating to the exchange and exercise of such
warrants.
AMENDMENTS AND SUPPLEMENTS TO WARRANT AGREEMENT
We and the warrant agent may amend or supplement the warrant agreement
for a series of warrants without the consent of the holders of the warrants
issued thereunder to effect changes that are not inconsistent with the
provisions of the warrants and that do not materially and adversely affect the
interests of the holders of the warrants.
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS
The following is a general description of the terms of the stock
purchase contracts and stock purchase units we may issue from time to time.
Particular terms of any stock purchase contracts and/or stock purchase units we
offer will be described in the prospectus supplement relating to such stock
purchase contracts and/or stock purchase units.
We may issue stock purchase contracts, including contracts obligating
holders to purchase from us, and obligating us to sell to holders, a specified
number of shares of common stock, preferred stock or depositary shares at a
future date. The consideration per share of common stock, preferred stock or
depositary shares may be fixed at the time that the stock purchase contracts are
issued or may be determined by reference to a specific formula set forth in the
stock purchase contracts. Any stock purchase contract may include anti-dilution
provisions to adjust the number of shares issuable pursuant to such stock
purchase contract upon the occurrence of certain events.
The stock purchase contracts may be issued separately or as a part of
units, known as stock purchase units, consisting of a stock purchase contract
and debt securities, preferred securities or debt obligations of third parties,
including U.S. Treasury securities, in each case securing holders' obligations
to purchase common stock, preferred stock or depositary shares under the stock
purchase contracts. The stock purchase contracts may require us to make periodic
payments to holders of the stock purchase units, or vice versa, and such
payments may be unsecured or prefunded. The stock purchase contracts may require
holders to secure their obligations thereunder in a specified manner.
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PLAN OF DISTRIBUTION
We may sell the securities in any one or more of the following ways:
o through one or more underwriters,
o through one or more dealers or agents, or
o directly to one or more purchasers.
We may effect the distribution of the securities from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. In
connection with sales of the securities, underwriters, dealers and agents may
receive compensation from us or from purchasers of the securities in the form of
discounts, concessions or commissions. Underwriters, dealers and agents who
participate in the distribution of the securities may be deemed to be
underwriters, and any discounts or commissions received by them from us and any
profit on the resale of securities by them may be deemed to be underwriting
discounts and commissions under the Securities Act. Any underwriter, dealer or
agent will be identified and any compensation received from us will be described
in a prospectus supplement. Any initial public offering price and any discounts
or concessions allowed or reallowed or paid to dealers may be changed from time
to time.
We may sell equity securities in an offering "at the market" as defined
in Rule 415 under the Securities Act. Lehman Brothers, Inc., Goldman, Sachs &
Co., Deutsche Bank Alex. Brown, Inc., Credit Suisse First Boston Corporation,
Morgan Stanley & Co. Incorporated and/or UBS Warburg LLC may act as underwriters
in connection with such an offering.
Under agreements which we may enter into, underwriters, dealers and
agents who participate in the distribution of the securities may be entitled to
indemnification by us against certain liabilities, including under the
Securities Act, or contribution from us to payments which the underwriters,
dealers or agents may be required to make in respect thereof. The underwriters,
dealers and agents may engage in transactions with, or perform services for, us
in the ordinary course of business.
All securities offered will be a new issue of securities with no
established trading market, other than our common stock and Depositary Shares,
which are listed on the New York Stock Exchange. Any common stock sold pursuant
to a prospectus supplement will be listed on the New York Stock Exchange,
subject to official notice of issuance. Any underwriters to whom we sell
securities for public offering and sale may make a market in those securities,
but the underwriters will not be obligated to do so and may discontinue any
market making at any time without notice. We cannot give any assurance as to the
liquidity of the secondary market for any securities.
LEGAL MATTERS
The validity of the securities offered hereby and certain federal
income tax matters will be passed upon for us by Neal, Gerber & Eisenberg of
Chicago, Illinois. Marshall E. Eisenberg, a partner of Neal, Gerber & Eisenberg,
is our Secretary.
EXPERTS
The consolidated financial statements incorporated in this prospectus
by reference to the Annual Report on Form 10-K of General Growth Properties,
Inc. for the year ended December 31, 2000, have been so incorporated in reliance
on the report of PricewaterhouseCoopers LLP, independent accountants, given on
the authority of said firm as experts in auditing and accounting.
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