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)
------------------------------------------------
October 25, 2004
GENERAL GROWTH PROPERTIES, INC.
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(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:
[ ] 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))
ONLY THOSE ITEMS AMENDED ARE REPORTED HEREIN.
The registrant hereby amends its Current Report on Form 8-K signed October 25,
2004 as follows:
ITEM 8.01 OTHER EVENTS.
On August 19, 2004, General Growth Properties, Inc. ("GGP" or the "Company")
entered into an agreement and plan of merger with The Rouse Company ("Rouse").
The transaction is currently expected to close on or about November 12, 2004.
Historical financial statements of Rouse and pro forma financial information of
the Company are included in this report in response to Item 9.01 below.
On November 9, 2004, Rouse entered into definitive closing agreements with the
Internal Revenue Service relating to Rouse's satisfaction of previously
disclosed REIT tax requirements. As a result, Rouse has filed on Form 8-K
financial statements for each of the years in the three-year period ended
December 31, 2003 which have been adjusted to reclassify the operations of
certain properties sold in 2004 to discontinued operations and to reclassify
certain costs and expenses. KPMG LLP's audit report on such financial statements
has also been filed in the Rouse Form 8-K.
The Registrant's Current Report on Form 8-K signed October 25, 2004 is hereby
amended to include the following:
(1) Audited consolidated financial statements of Rouse as of December 31,
2003 and 2002 and for the years ended December 31, 2003, 2002 and 2001
to reflect the reclassifications discussed above
(2) KPMG LLP's audit report on such audited financial statements
(3) KPMG LLP's consent related to such audited financial statements
(4) Unaudited pro forma Condensed Consolidated Statement of Operations for
the year ended December 31, 2003
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Listed below are the financial statements, pro forma financial information and
exhibits filed as a part of this report:
(a) Financial Statements of Businesses Acquired.
1. Audited consolidated financial statements of Rouse as of December
31, 2003 and 2002 and for the years ended December 31, 2003, 2002
and 2001 (incorporated by reference to Rouse's Form 8-K filed with
the SEC on November 9, 2004 which revised information originally
presented in its Annual Report on Form 10-K for the year ended
December 31, 2003, File No. 001-11543).
2. Unaudited condensed consolidated financial statements of Rouse as of
June 30, 2004 and for the three and six months ended June 30, 2004
and 2003 and attached as Exhibit 99.2 to this report.
(b) Pro Forma Financial Information.
See the accompanying Index which is filed as part of this Current Report
on Form 8-K/A and incorporated into this Item 9.01(b) by reference.
(c) Exhibits.
See the attached Exhibit Index which is incorporated into this Item
9.01(c) by reference.
1
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 9, 2004
EXHIBIT INDEX
EXHIBIT
NUMBER NAME
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4.1 Form of Subscription Certificate and Instructions for use of
Subscription Certificates (previously filed)
8.1 Opinion of Neal, Gerber & Eisenberg LLP Regarding Tax Matters
(previously filed)
23.1 Consent of Neal, Gerber & Eisenberg LLP (included in Exhibit 8.1)
(previously filed)
23.2 Consent of KPMG LLP, independent registered public accounting firm,
regarding Rouse
99.1 Audited consolidated financial statements of Rouse as of
December 31, 2003 and 2002 and for the years ended December 31,
2003, 2002 and 2001 (incorporated by reference to Rouse's Form 8-K
filed with the SEC on November 9, 2004 which revised information
originally presented in its Annual Report on Form 10-K for the year
ended December 31, 2003, File No. 001-11543)
99.2 Unaudited condensed consolidated financial statements of
Rouse as of June 30, 2004 and for the three and six months
ended June 30, 2004 and 2003 (previously filed)
99.3 Letter Agreement regarding equity financing commitment dated
October 22, 2004 by M.B. Capital Partners III (previously filed)
99.4 Audit report of KPMG LLP, independent registered accounting firm,
regarding Rouse
2
INDEX
GENERAL GROWTH PROPERTIES, INC.:
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
June 30, 2004 (previously filed)................................................ F-2
Unaudited Pro Forma Condensed Consolidated Statement of Operations
for the Six Months Ended June 30, 2004 (previously filed)....................... F-3
Unaudited Pro Forma Condensed Consolidated Statement of Operations
for the Year Ended December 31, 2003............................................ F-4
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
(previously filed).............................................................. F-5
GENERAL GROWTH PROPERTIES, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2003
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
Other Acquisitions (2)
Historical ------------------------------------------------
General Growth Historical Other Pro Forma
Properties, Inc. (1) Acquisitions Adjustments Pro Forma
-------------------- ---------------------- ----------- -----------
Revenues
Minimum rent $ 781,675 $ 187,582 $ 25,047 f $ 994,304
Tenant charges 368,640 114,031 746 g 483,417
Land sales - - - -
Other 120,413 9,259 (4,120)i 125,552
-------------------- ---------------------- ----------- -----------
Total revenues 1,270,728 310,872 21,673 1,603,273
-------------------- ---------------------- ----------- -----------
Expenses:
Real estate taxes 89,038 25,557 - 114,595
Other property operating 278,809 91,915 - 370,724
Land sales operations - - - -
Property management, general and
administrative costs 118,377 - - 118,377
Depreciation and amortization 231,172 7,724 69,225 k 308,121
-------------------- ---------------------- ----------- -----------
Total expenses 717,396 125,196 69,225 911,817
-------------------- ---------------------- ----------- -----------
Operating income 553,332 185,676 (47,552) 691,456
Interest expense, net (276,235) - (87,523)l (363,758)
Allocations to minority interests (112,111) - (12,268)m (124,379)
Income taxes, primarily deferred - - - -
Equity in income of unconsolidated affiliates 94,480 9,080 (19,928)o 83,632
-------------------- ---------------------- ----------- -----------
Income from continuing operations 259,466 194,756 (167,271) 286,951
Convertible preferred stock dividends (13,030) - - (13,030)
-------------------- ---------------------- ----------- -----------
Income from continuing operations
available to common stockholders $ 246,436 $ 194,756 $ (167,271) $ 273,921
==================== ====================== =========== ===========
Weighted-average shares outstanding:
Basic 200,875,000
Diluted (5) 215,079,000
Income from continuing operations per share:
Basic $ 1.23
Diluted (5) 1.20
Rouse Acquisition
---------------------------- Total
Historical Pro Forma Pro Forma
Rouse (3) Adjustments (5) Consolidated
---------- --------------- ------------
Revenues
Minimum rent $ 531,252 $ 74,872 f $ 1,600,428
Tenant charges 230,506 3,936 h 717,859
Land sales 284,840 - 284,840
Other 82,686 680 h 208,918
---------- --------------- ------------
Total revenues 1,129,284 79,488 2,812,045
---------- --------------- ------------
Expenses:
Real estate taxes 64,367 162 h 179,124
Other property operating 270,098 2,784 h 643,606
Land sales operations 167,538 49,176 j 216,714
Property management, general and
administrative costs 64,421 1,150 h 183,948
Depreciation and amortization 171,183 97,948 k 577,252
---------- --------------- ------------
Total expenses 737,607 151,220 1,800,644
---------- --------------- ------------
Operating income 391,677 (71,732) 1,011,401
Interest expense, net (233,498) (296,027)l (893,283)
Allocations to minority interests - 47,982 m (76,397)
Income taxes, primarily deferred (42,598) 19,670 n (22,928)
Equity in income of unconsolidated affiliates 31,421 (3,749)o 111,304
---------- --------------- ------------
Income from continuing operations 147,002 (303,856) 130,097
Convertible preferred stock dividends - - (13,030)
---------- --------------- ------------
Income from continuing operations
available to common stockholders $ 147,002 $ (303,856) $ 117,067
========== =============== ============
Weighted-average shares outstanding:
Basic 15,513,000 p 216,388,000
Diluted (4) 2,054,000 p 217,133,000
Income from continuing operations per share:
Basic $ 0.54
Diluted (4) 0.54
(1) Amounts are derived from the Condensed Consolidated Statement of
Operations included in the Company's Annual Report on Form 10-K for the
Year Ended December 31, 2003.
(2) Amounts are derived from the Company's Form 8-K/A filed on August 2, 2004.
(3) Amounts are derived from detail supporting the Condensed Consolidated
Statement of Operations originally presented in Rouse's Annual Report on
Form 10-K for the Year Ended December 31, 2003 and revised on Form 8-K
filed on November 9, 2004. Certain amounts have been reclassified to
conform to the Company's presentation.
(4) The convertible preferred stock was dilutive to the historical diluted
earnings per share of the Company, but anti-dilutive to the total pro
forma consolidated results.
(5) For alphabetical references, refer to Note 2-Pro Forma Adjustments.
The accompanying notes are an integral part of these statements.
F-4