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)
October 14, 2003
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
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On October 14, 2003, GGP Limited Partnership, a Delaware limited partnership
(the "Operating Partnership"), through an indirect subsidiary, acquired 100% of
Sikes Senter, an enclosed mall in Wichita Falls, Texas. The interest in Sikes
Senter was acquired from Sikes Coyote Mall, L.P., a Delaware limited
partnership. General Growth Properties, Inc. (the "Company"), a Delaware
corporation and the general partner of the Operating Partnership, holds an
approximate 77% general partnership interest in the Operating Partnership. The
purchase price was approximately $61 million, which was paid at closing with a
five-year acquisition loan (assuming the exercise by the Company of all no-cost
extension options) of approximately $41.5 million (bearing interest at a rate
per annum of LIBOR plus 70 basis points), and the balance from cash on hand and
borrowings under the Company's existing unsecured revolving credit facility.
Sikes Senter opened in 1974 and was renovated and expanded in 2001. The mall
contains approximately 675,000 square feet of gross leaseable area feet and is
anchored by Dillard's, Dillard's Men's, JCPenney, and Sears. Sikes Senter is
currently approximately 94% occupied.
On October 29, 2003, the Operating Partnership, through an indirect subsidiary,
acquired 100% of The Maine Mall, an enclosed mall in Portland, Maine. The
interest in The Maine Mall was acquired from Maine Associates, a Maine general
partnership, and the aggregate consideration paid for The Maine Mall was
approximately $270 million (subject to certain prorations and adjustments). The
consideration was paid in the form of cash borrowed under the Company's existing
unsecured revolving credit facility and an approximately $202.5 million
short-term acquisition loan which initially bears interest at LIBOR plus 92
basis points. The loan requires monthly payments of interest only and matures in
five years (assuming the exercise by the Company of all no-cost extension
options). The Maine Mall opened in 1971 and was last renovated in 1993. It is a
two-level mall containing approximately 1 million square feet of gross leaseable
area. The Maine Mall is anchored by Best Buy, Filene's, JCPenney, Linens `n
Things, Macy's and Sears and is currently approximately 98% occupied.
On October 31, 2003, the Operating Partnership, acquired a 100% interest in
Glenbrook Square, an enclosed two-level mall located in Fort Wayne, Indiana. The
interest in Glenbrook Square was acquired through a transfer agreement by and
between Glenbrook Associates, an Indiana limited partnership; Lake County Trust
Company, an Indiana Corporation as trustee for a land trust; GGP-Glenbrook
L.L.C., a Delaware limited company and the Operating Partnership for
approximately $219 million (subject to certain prorations and adjustments). The
consideration was paid from cash on hand, including proceeds from refinancings
of existing long-term debt and an approximately $164.25 million short-term
acquisition loan which initially bears interest at LIBOR plus 80 basis points.
The loan requires monthly payments of interest only and matures in five years
(assuming the exercise by the Company of all no-cost extension options).
Glenbrook Square opened in 1966 and was last renovated in 1998 with the addition
of a department store and new food court. The mall, which is currently
approximately 89% occupied, has approximately 1.2 million square feet and is
anchored by L.S. Ayers, JCPenney, Marshall Field's, and Sears.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a), (b) The requisite financial information with respect to the acquisitions
will be filed under cover of Form 8-K as soon as practicable, and in any event
not later than 60 days after the date that this Form 8-K has been filed.
(c) Exhibits
Not applicable
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: November 5, 2003