UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Current Report Pursuant to Section 13 or 15(d) of
the Securities Act of 1934
Date of Report (Date of Earliest Event Reported)
August 20, 2004
GENERAL GROWTH PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-11656
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(Commission File Number)
42-1283895
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(I.R.S. Employer Identification Number)
110 N. Wacker Drive, Chicago, Illinois 60606
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(Address of principal executive offices) (Zip Code)
(312) 960-5000
(Registrant's telephone number, including area code)
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N/A
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act(17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5 of the Form 8-K filed August 20, 2004 is hereby amended in its entirety
as follows:
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE.
On August 20, 2004, General Growth Properties, Inc. ("GGP" or "the Company")
announced that it had entered into an agreement and plan of merger with The
Rouse Company ("Rouse"). Under the terms of the merger agreement, which has been
approved by each company's Board of Directors, Rouse stockholders will receive
$67.50 per share in cash less the amount of any extraordinary dividend paid by
the Company prior to the merger (the "Merger Consideration"). If the amount of
the extraordinary dividend, if any, exceeds $2.42 per share, the Merger
Consideration will be further reduced by an amount per share equal to $2.42 plus
1.1 times the amount of the extraordinary dividend in excess of $2.42 per share.
The total consideration will be approximately $12.6 billion, consisting of $7.2
billion in cash plus the assumption of approximately $5.4 billion of existing
Rouse debt. The merger is subject to the approval of Rouse stockholders and
customary closing conditions, including required governmental approvals and a
tax opinion confirming Rouse's REIT status. The merger does not require the
approval of GGP stockholders and is generally not conditioned upon receipt of
financing by GGP. The Merger Agreement provides for a termination fee and
expense reimbursement of up to an aggregate of $180 million, which is payable by
Rouse under certain circumstances.
GGP has received a $9.75 billion commitment from a group of lenders to finance
the merger and refinance certain existing debt. In addition, the Company intends
to conduct a pro rata offering of rights to purchase newly-issued GGP common
stock to all holders of GGP common stock and all holders of units of GGP Limited
Partnership. This rights offering will be in an amount of at least $500 million.
A Bucksbaum affiliate, which was established by the founders of GGP and their
families and which is an existing holder of GGP Limited Partnership units, has
committed to purchase any such unexercised rights.
THIS CURRENT REPORT ON FORM 8-K SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OF GENERAL GROWTH PROPERTIES,
INC. OR ANY OF ITS AFFILIATES NOR SHALL THERE BE ANY SALE OF SECURITIES IN ANY
STATE OR JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY
STATE OR JURISDICTION. ANY SUCH OFFER OR SOLICITATION WILL BE MADE IN COMPLIANCE
WITH ALL APPLICABLE SECURITIES LAWS.
Reference is made to the Company's press release regarding the merger, Exhibit
99.1, which is hereby incorporated by reference herein.
Reference is also made to the Merger Agreement which is filed pursuant to Item
7. The foregoing description of the merger agreement does not purport to be
complete and is qualified in its entirety by reference to the merger agreement
which is filed as an exhibit hereto, and is incorporated herein by reference.
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Item 7 of the Form 8-K filed August 20, 2004 is hereby amended in its entirety
as follows:
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit No. Exhibit
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2.1 Agreement and Plan of Merger, dated as of August 19,
2004 by and among the Company, Red Acquisition, LLC and
The Rouse Company.
99.1 Press Release dated August 20, 2004 announcing the
execution of the Agreement and Plan of Merger with The
Rouse Company.*
99.2 Press Release dated August 20, 2004 declaring a dividend
of $0.36 per share, payable to common stockholders of
record on October 15, 2004 with payment on October 29,
2004.*
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* Previously filed.
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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: August 24, 2004
EXHIBIT INDEX
Exhibit No. Exhibit
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2.1 Agreement and Plan of Merger, dated as of August 19, 2004 by
and among the Company, Red Acquisition, LLC and The Rouse
Company.
99.1 Press Release dated August 20, 2004 announcing the execution
of the Agreement and Plan of Merger with The Rouse Company.*
99.2 Press Release dated August 20, 2004 declaring a dividend of
$0.36 per share, payable to common stockholders of record on
October 15, 2004 with payment on October 29, 2004.*
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* Previously filed.
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