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 12, 2004
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 AND REGULATION FD DISCLOSURE.
The Grand Canal Shoppes:
GGP Limited Partnership, a Delaware limited partnership (the "Operating
Partnership") has entered into an agreement dated as of April 12, 2004 with
Grand Canal Shops Mall Subsidiary, LLC and Grand Canal Shops Mall MM Subsidiary
(collectively, the "Sellers") to acquire a 100% interest in The Grand Canal
Shoppes at The Venetian Casino Resort (the "Venetian") in Las Vegas, Nevada.
General Growth Properties, Inc., a Delaware corporation and the general partner
of the Operating Partnership, holds an approximate 70% general partnership
interest in the Operating Partnership. The aggregate consideration for The Grand
Canal Shoppes will be approximately $766 million. The acquisition will be funded
by a combination of new five-year non-recourse fixed rate mortgage debt and a
new five-year fixed rate unsecured term loan. The transaction is expected to
close on or before May 17, 2004.
The Grand Canal Shoppes is situated within the Venetian on Las Vegas Boulevard
and opened in 1999. The Grand Canal Shoppes is comprised of three major
components: (1) approximately 407,077 square feet of Gross Leasable Area ("GLA")
located on two levels and situated within the Venetian complex; (2) a
three-story, approximately 38,074 square foot retail annex with direct retail
frontage onto Las Vegas Boulevard; and (3) approximately 91,713 square feet of
GLA located on the hotel/casino level of the Venetian including the Grand Lux
Cafe.
Pursuant to a separate agreement (the "Phase II Agreement"), the Operating
Partnership will also acquire from affiliates of the Sellers the multi-level
retail space that will be part of The Palazzo (the working title of the
Venetian's Phase II property), a new approximately 3,000 room hotel/casino that
will be connected to the existing Venetian and the Sands Expo and Convention
Center facilities (the "Phase II Acquisition"). The Palazzo is currently under
development and is expected to be completed by late 2006. If completed as
specified under the terms of the Phase II Agreement, the minimum purchase price
for the Phase II Acquisition retail space will be $250 million, payable to
affiliates of the Sellers upon grand opening. The price is subject to possible
upward adjustments based upon the actual square footage built and the actual net
operating income achieved during the 30 months after opening. The Phase II
Acquisition is expected to be funded by a combination of cash on hand, available
funds from credit facilities of the Operating Partnership and from proceeds of
new and replacement long term loans to be obtained at new and currently owned
properties.
The Purchase Agreement and the Phase II Agreement are both subject to the
satisfaction of separate and customary closing conditions.
Riverchase Galleria:
On April 15, 2004 a subsidiary of the Operating Partnership entered into a
contract to acquire a 50% interest in a joint venture which owns Riverchase
Galleria, a 1.5 million square foot enclosed regional mall in Birmingham,
Alabama. The acquisition price is expected to be approximately $166 million
which will be paid by assumption of debt and in cash primarily from proceeds of
refinanced mortgage debt collateralized by existing properties and
unsecured term loans at a closing which is scheduled to occur in mid-May. A
subsidiary of the Operating Partnership will manage the property and one of the
current venture partners will retain a 50% interest in the joint venture.
Mall of Louisiana:
In a separate agreement, on April 20, 2004, the Operating Partnership agreed
with Eastern Investment Management Company and certain affiliates of the
remaining 50% joint venture partner of the Riverchase Galleria, to acquire 100%
of their respective interests in the Mall of Louisiana, a 1.2 million square
foot, two-level mall in Baton Rouge, Louisiana. The acquisition of Mall of
Louisiana will also include approximately 57 acres of developable land adjacent
to the existing property. The purchase price of approximately $265 million will
be paid in cash which is expected to be obtained from newly arranged refinanced
mortgage loans collateralized by existing properties and unsecured term loans at
a closing scheduled to occur in mid-May.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements - Not Applicable.
(b) Pro Forma Financial Information - Not Applicable.
(c) Exhibits
Exhibit No. Exhibit
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2.1 Purchase and Sale Agreement dated as of April 12, 2004 by and
between Grand Canal Shops Mall Subsidiary, LLC and Grand Canal
Shops Mall MM Subsidiary, Inc., as sellers and GGP Limited
Partnership, as purchaser.
99.1 Press Release dated April 12, 2004
99.2 Press Release dated April 20, 2004
ITEM 9. REGULATION FD DISCLOSURE
On April 12, 2004, General Growth Properties, Inc. issued a press release
describing the Grand Canal Shoppes acquisition reported in Item 5. A copy of
this press release is being furnished as Exhibit 99.1 to this report.
On April 20, 2004, General Growth Properties, Inc. issued a press release
describing the Mall of Louisiana and Riverchase Galleria acquisitions reported
in Item 5. A copy of this press release is being furnished as Exhibit 99.2 to
this report.
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: April 26, 2004
EXHIBIT INDEX
EXHIBIT
NUMBER NAME
2.1 Purchase and Sale Agreement dated as of April 12, 2004 by and
between Grand Canal Shops Mall Subsidiary, LLC and Grand Canal
Shops Mall MM Subsidiary, Inc., as sellers and GGP
Partnership, as purchaser.
99.1 Press Release dated April 12, 2004.
99.2 Press Release dated April 20, 2004.