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)
March 3, 2002
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
On March 3, 2002, General Growth Properties, Inc. (the "Company") and GGP
Limited Partnership ("GGPLP") of which the Company is the general partner,
entered into a definitive Agreement and Plan of Merger (the "Agreement") with JP
Realty, Inc. ("JP Realty") and its operating partnership subsidiary, Price
Development Company, Limited Partnership ("PDC"), pursuant to which GGPLP agreed
to acquire all of the outstanding shares of common stock of JP Realty and all of
the outstanding common units of limited partnership in PDC by merging JP Realty
and PDC with wholly-owned subsidiaries of GGPLP.
The total acquisition price will be approximately $1.1 billion, which
includes assumption of approximately $460 million of existing debt and $116
million of existing preferred operating units. Pursuant to the terms of the
Agreement, each outstanding share of JP Realty common stock will be converted
into $26.10 cash and each common unit of limited partnership interest in PDC
will be converted into either $26.10 in cash or, at the election of the holder
of such unit, 0.522 8.5% Series B Cumulative Preferred Units of limited
partnership of GGPLP (the "Series B Preferred Units") with a face value of $50
per unit. The Series B Preferred Units may be converted into common units of
limited partnership in GGPLP at a conversion price of $50 per unit. The Series B
Preferred Units will be issued in a private placement and have not and will not
be registered under the Securities Act of 1933 and may not be offered or sold in
the United States absent registration or an applicable exemption from
registration requirements.
The consummation of the mergers is subject to customary closing conditions,
including the approval of the transactions by the stockholders of JP Realty and
the holders of common units of limited partnership in PDC. Mr. John Price, the
Chairman, Chief Executive Officer and founder of JP Realty, and certain of his
affiliates have signed a Voting Agreement pursuant to which they have agreed to
vote all shares of capital stock of JP Realty and common units of limited
partnership in PDC that are owned by them in favor of the mergers and appointed
GGPLP as their proxy to vote such shares and units as to such matters. Mr. Price
and his affiliates own approximately 1.8% of the common stock of JP Realty and
more than 78% of the common units of limited partnership interest in PDC. It is
anticipated that the transaction will close in the second quarter of 2002.
JP Realty owns or has an interest in 50 properties, which consist of
eighteen (18) enclosed regional malls, twenty-five (25) anchored community
centers, one (1) free-standing retail property and six (6) mixed-use
commercial/business properties, containing an aggregate of over 15.1 million
square feet of Gross Leasable Area in 10 western states.
Item 7. Financial Statements and Exhibits.
Listed below are the financial statements, pro forma financial information and
exhibits filed as part of this report:
(a), (b) Not applicable.
(c) Exhibits
See Exhibit Index attached hereto and incorporated herein by reference.
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: March 6, 2002
EXHIBIT INDEX
Exhibit
Number Name
2.1 Agreement and Plan of Merger among General Growth Properties, Inc., GGP
Limited Partnership, GGP Acquisition, L.L.C., GGP Acquisition II,
L.L.C., JP Realty, Inc., and Price Development Company, Limited
Partnership, dated as of March 3, 2002. (The registrant agrees to
furnish supplementally a copy of Exhibits A-C, J and K to the SEC upon
request.)
10.1 Voting Agreement, dated as of March 3, 2002.