SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
General Growth Properties, Inc.
(Name of Issuer)
Common Stock, Par Value $0.10
(Title of Class of Securities)
973491
(CUSIP Number)
Cornelius J. Dwyer, Jr., Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 848-4000
(Name, Address and Telephone Number
of Person Authorized to Receive Notices)
January 3, 2003
(Date of Event which requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss. 240.13d-1(e), ss. 240.13d-1(f) or ss. 240.13d-1(g),
check the following box:.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stichting Pensioenfonds ABP
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2 Check the Appropriate Box if a Member of a Group
(a) :
(b) :
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3 SEC Use Only
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4 Source of Funds (See Instructions) OO
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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6 Citizenship or Place of Organization The Kingdom of the Netherlands
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NUMBER OF 7 Sole Voting Power
SHARES BENE- 1,996,705 shares of Common Stock
FICIALLY --------------------------------------------------------
OWNED BY 8 Shared Voting Power
EACH REPORT- 0
ING PERSON --------------------------------------------------------
WITH 9 Sole Dispositive Power
1,996,705 shares of Common Stock
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10 Shared Dispositive Power
0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,996,705
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
/___/
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13 Percent of Class Represented by Amount in Row (11) 3.20%
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14 Type of Reporting Person (See Instructions) EP
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Item 1. Security and Issuer
The class of equity securities to which this statement relates is the
common stock, par value $0.10 (the "Common Stock") of General Growth Properties,
Inc., a Delaware corporation (the "Issuer"). The principal executive offices of
the Issuer are located at 110 N. Wacker Dr., Chicago, Illinois 60606.
Item 2. Identity and Background
The name of the person filing this statement is Stichting Pensioenfonds
ABP, an entity established under the laws of The Kingdom of the Netherlands (the
"Fund"), whose principal business is investing funds held on behalf of public
sector employees of The Kingdom of the Netherlands. The address of the Fund's
principal executive office is Oude Lindestraat 70, Postbus 2889, 6401 DL
Heerlen, The Netherlands. The name, citizenship, business address and present
principal occupation or employment, as well as the name and address of any
corporation or other organization in which such occupation or employment is
conducted, of each of the directors and executive officers of the Fund are as
follows:
PRINCIPAL BUSINESS
NAME OCCUPATION CITIZENSHIP ADDRESS
------------- ---------- ----------- ----------------
L.C. Brinkman Independent The Netherlands Oude Lindestraat
Chairman of 70 6411 EJ
the Governing Heerlen
Board The Netherlands
E.L. Snoejj First Vice Chair- The Netherlands Oude Lindestraat
man of the 70 6411 EJ
Governing Board Heerlen
The Netherlands
B.H.J.J. Volkers Secretary of the The Netherlands Oude Lindestraat
Governing Board 70 6411 EJ
Heerlen
The Netherlands
J.W.E. Neervens Chairman of the The Netherlands Oude Lindestraat
Board of Directors 70 6411 EJ
Heerlen
The Netherlands
J.M.G. Frijns Member of the The Netherlands Oude Lindestraat
Board of Directors 70 6411 EJ
Heerlen
The Netherlands
J.F. Maassen Member of the The Netherlands Oude Lindestraat
Board of Directors 70 6411 EJ
Heerlen
The Netherlands
J.M.G. Frijns Chief Investment The Netherlands Oude Lindestraat
Officer / Managing 70 6411 EJ
Director Heerlen
The Netherlands
PRINCIPAL BUSINESS
NAME OCCUPATION CITIZENSHIP ADDRESS
------------- ---------- ----------- ----------------
A.H. Berendsen Managing Director The Netherlands Oude Lindestraat
70 6411 EJ
Heerlen
The Netherlands
J. Mensonides Managing Director The Netherlands Oude Lindestraat
70 6411 EJ
Heerlen
The Netherlands
J. Straatman Managing Director The Netherlands Oude Lindestraat
70 6411 EJ
Heerlen
The Netherlands
To the knowledge of the Fund, during the last five years, neither the
Fund nor any of its executive officers or directors has been (i) convicted in
any criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding is or was subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The funds for the purchases of Common Stock made by the Fund in the
initial public offering were supplied from Dutch public sector pensioners'
contributions to the Fund.
Item 4. Purpose of Transaction
The Fund from time to time intends to review its investment in the
Issuer on the basis of various factors, including the Issuer's business,
financial condition, results of operations and prospects, general economic and
industry conditions, the securities markets in general and those for the
Issuer's securities in particular, as well as other developments and other
investment opportunities. Based on such review, the Fund will take such actions
in the future as the Fund may deem appropriate in light of the circumstances
existing from time to time. If the Fund believes that further investment in the
Issuer is attractive, whether because of the market price of the Issuer's
securities or otherwise, it may acquire additional securities of the Issuer
either in the open market or in privately negotiated transactions. Similarly,
depending on market and other factors, the Fund may determine to dispose of some
or all of the Common Stock currently owned by the Fund or otherwise acquired by
the Fund either in the open market or in privately negotiated transactions.
Except as set forth above, the Fund has not currently formulated any
definitive plans or proposals which relate to or would result in: (a) the
acquisition by any person of additional securities of the Issuer or the
disposition of securities of the Issuer, (b) an extraordinary corporate
transaction involving the Issuer or any of its subsidiaries, (c) a sale or
transfer of a material amount of the assets of the Issuer or any of its
subsidiaries, (d) any change in the present board of directors or management of
the Issuer, (e) any material change in the
Issuer's capitalization or dividend policy, (f) any other material change in the
Issuer's business or corporate structure, (g) any change in the Issuer's
charter, bylaws or instruments corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any person, (h) causing a
class of the Issuer's securities to be deregistered or delisted, (i) a class of
equity securities of the Issuer becoming eligible for termination of
registration or (j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) The Fund is the sole beneficial owner of 1,996,705 shares of Common
Stock representing 3.20% of the outstanding shares of the Issuer's Common Stock.
The calculation of the foregoing percentage is based on the number of shares of
Common Stock disclosed as outstanding as of November 12, 2002 by the Issuer in
its Quarterly Report on Form 10-Q for the quarterly period ended September 30,
2002.
(b) The Fund has the sole power to vote or to direct the vote or
dispose or direct the disposition of 1,996,705 shares of Common Stock. To the
knowledge of the Fund, there are no shares of Common Stock which are
beneficially owned by any director or executive officer listed under Item 2.
(c) On June 14, 2002 the Fund sold 29,500 shares of Common Stock at a
price of $48.55. On June 26, 2002 the Fund purchased 29,137 shares of Common
Stock at a price of $49.64. On June 27, 2002 the Fund sold 17,300 shares of
Common Stock at a price of $50.00. On June 28, 2002 the Fund purchased 15,000
shares of Common Stock at a price of $50.18. On July 3, 2002 the Fund sold
75,000 shares of Common Stock at a price of $49.15. On July 11, 2002 the Fund
sold 24,000 shares of Common Stock at a price of $47.55. On July 11, 2002 the
Fund sold 8,100 shares of Common Stock at a price of $47.03. On July 16, 2002
the Fund sold 100,000 shares of Common Stock at a price of $46.90. On July 17,
2002 the Fund sold 50,000 shares of Common Stock at a price of $46.75. On July
18, 2002 the Fund sold 6,900 shares of Common Stock at a price of $46.22. On
July 19, 2002 the Fund sold 10,100 shares of Common Stock at a price of $45.05.
On July 23, 2002 the Fund sold 25,600 shares of Common Stock at a price of
$44.00. On July 29, 2002 the Fund purchased 18,500 shares of Common Stock at a
price of $48.22. On July 29, 2002 the Fund purchased 50,000 shares of Common
Stock at a price of $48.13. On July 30, 2002 the Fund purchased 12,759 shares of
Common Stock at a price of $48.34. On July 30, 2002 the Fund sold 40,000 shares
of Common Stock at a price of $48.52. On July 31, 2002 the Fund purchased 23,841
shares of Common Stock at a price of $48.40. On July 31, 2002 the Fund sold
6,300 shares of Common Stock at a price of $48.61. On August 28, 2002 the Fund
purchased 38,000 shares of Common Stock at a price of $50.09. On August 29, 2002
the Fund purchased 3,000 shares of Common Stock at a price of $50.23. On
September 17, 2002 the Fund purchased 20,000 shares of Common Stock at a price
of $50.10. On October 4, 2002 the Fund purchased 50,000 shares of Common Stock
at a price of $48.76. On October 10, 2002 the Fund purchased 10,900 shares of
Common Stock at a price of $46.07. On October 16, 2002 the Fund sold 34,600
shares of Common Stock at a price of $47.80. On October 23, 2002 the Fund
purchased 14,000 shares of Common Stock at a price of $45.99. On October 28,
2002 the Fund sold 55,700 shares of Common Stock at a price of $48.20. On
October 29, 2002 the Fund sold 33,300 shares of Common Stock at a price of
$47.59. On October 30, 2002 the Fund sold 25,000 shares of Common Stock at a
price of $48.05. On November 13, 2002 the Fund sold 17,000 shares of Common
Stock at a price of $49.86. On November 14, 2002 the Fund sold 119,500 shares of
Common Stock at a price of $49.02. On
November 18, 2002 the Fund sold 50,000 shares of Common Stock at a price of
$49.30. On November 18, 2002 the Fund sold 400 shares of Common Stock at a price
of $49.53. On November 26, 2002 the Fund purchased 13,600 shares of Common Stock
at a price of $49.01. On December 2, 2002 the Fund purchased 50,000 shares of
Common Stock at a price of $49.86. On December 3, 2002 the Fund purchased 30,000
shares of Common Stock at a price of $50.29. On December 10, 2002 the Fund
purchased 11,200 shares of Common Stock at a price of $50.34. On December 11,
2002 the Fund sold 500 shares of Common Stock at a price of $50.50. On December
19, 2002 the Fund sold 62,600 shares of Common Stock at a price of $50.40. On
December 20, 2002 the Fund sold 50,000 shares of Common Stock at a price of
$50.70. On December 30, 2002 the Fund sold 20,000 shares of Common Stock at a
price of $51.75. On January 2, 2003 the Fund sold 30,000 shares of Common Stock
at a price of $51.01. On January 3, 2003 the Fund sold 25,000 shares of Common
Stock at a price of $51.29.
Except as disclosed herein, there have been no transactions by the Fund
in securities of the Issuer during the past sixty days.
(d) To the knowledge of the Fund, no other person has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Common Stock purchased by the Fund.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding of Relationships with Respect
to Securities of the Issuer
Except as described herein, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 and between such persons and any person with respect to any securities of
the Issuer, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, put or
calls, guarantors of profit, division of profit or loss or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits
Not applicable.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 16, 2003
STICHTING PENSIOENFONDS ABP
By: /s/ R.H. Maatman
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R.H. Maatman
Authorized Signatory
By: /s/ J.C. van Roekel
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J.C. van Roekel
Authorized Signatory