UNITED STATES 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) APRIL 14, 2004 GENERAL GROWTH PROPERTIES, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-11656 42-1283895 -------- ------- ---------- (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 AND REGULATION FD DISCLOSURE. Institutional Shareholder Services ("ISS") requested that General Growth Properties provide ISS with additional information about tax fees that General Growth Properties reported in its proxy statement for its 2004 Annual Meeting of Shareholders. ISS further requested that General Growth Properties publish this information either in a Form 8-K filing or in a press release. The following is the information we provided to ISS: FEES PAID TO INDEPENDENT AUDITORS The following table sets forth fees billed by Deloitte & Touche LLP for services rendered for the fiscal year ended December 31, 2003: Audit Fees $894,000 Audit-Related Fees 239,000 Tax Fees-Preparation and Compliance 337,000 ------- Total Audit, Audit Related And Tax Preparation and Compliance Fees 1,470,000 --------- Other Non-audit Fees: Tax Fees-Other 171,000 All Other Fees 700,000 ----------- Total-Other Fees 871,000 Total-Fees $2,341,000 ---------- 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 -------------------------------------- Bernard Freibaum Executive Vice President and Chief Financial Officer Date: April 14, 2004