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)
September 15, 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
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(Address of principal executive offices) (Zip Code)
(312) 960-5000
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(Registrant's telephone number, including area code)
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))
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ITEM 5.04 TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE BENEFIT
PLANS
On September 15, 2004, General Growth Properties, Inc. ("GGP") sent a notice to
its board of directors and executive officers pursuant to Rule 104(b)(2) of
Regulation BTR with respect to a covered blackout period under the General
Growth Management Savings and Employee Stock Ownership Plan (the "Plan"). The
blackout period is necessary to complete the transition of the recordkeeping and
administrative services associated with the Plan to The Vanguard Group, who will
become the new trustee for the Plan. During the blackout period, Plan
participants will not be able to request loans or withdrawals, make fund
exchanges (transfers) or contribution allocation changes, or check their account
balance. The blackout period is expected to begin on September 30, 2004 and end
during the week of October 17, 2004. For questions regarding the blackout
period, contact Heather Margulis, GGP Benefits Manager, at 1-312-960-5763;
Michelle McGovern, GGP Director - Human Capital, at 1-312-960-5821; or The
Vanguard Group at 1-800-523-1188. The notice is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
SIGNATURE
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: September 15, 2004
EXHIBIT INDEX
Exhibit No.
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99.1 Notice of Blackout Period to Members of the Board of Directors and
Executive Officers of General Growth Properties, Inc.
2