Filed Pursuant to Rule 424(b)(7)
Registration No. 333-145649
PROSPECTUS
SUPPLEMENT NO. 1
(To Prospectus dated August 14, 2007)
17,470,360 Shares
General Growth Properties, Inc.
Common Stock
This
prospectus supplement no. 1 supplements and amends the prospectus dated August 14,
2007 of General Growth Properties, Inc. relating to the sale from time to
time by certain selling stockholders of up to 17,470,360 shares of common stock
of General Growth Properties, Inc. which may be issued to selling
stockholders upon the exchange of 3.98% Exchangeable Senior Notes of GGP
Limited Partnership due 2027 (which we refer to as the notes). This
prospectus supplement should be read in conjunction with and accompanied by the
prospectus and is qualified by reference to the prospectus, except to the
extent that the information in this prospectus supplement supersedes the
information contained in the prospectus.
Investing
in these securities involves risks. See Risk Factors beginning on page 1
of the prospectus as well as the risk factors contained in documents General
Growth Properties, Inc. files with the Securities and Exchange Commission
and which are incorporated by reference in the prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus supplement
or the prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
The date of this
prospectus supplement is May 30, 2008.
The
information in the table appearing under the caption Selling Stockholders
commencing on page 9 of the prospectus is supplemented and amended by
adding the information below with respect to selling stockholders not
previously listed in the prospectus, and by superseding the information with
respect to selling stockholders listed below as of or prior to the date of this
prospectus supplement. Since the dates on which we were provided with the
information by the selling stockholders regarding their notes and other
security ownership in General Growth Properties, Inc., selling
stockholders may have acquired, sold, transferred or otherwise disposed of all
or a portion of their notes or other securities. Accordingly, the information
provided herein and in the prospectus for any particular selling stockholder
may understate or overstate, as the case may be, such selling stockholders
current ownership. Any changed information given to us by selling stockholders
will be set forth in prospectus supplements or amendments to the prospectus if
and when necessary.
Name
|
|
Number
of
Shares
Beneficially
Owned Before
Offering
|
|
Number
of
Shares
Being Offered
for
Resale (1)
|
|
Number
and
Percentage of
Shares
Beneficially
Owned After
Offering (2)
|
|
|
|
|
|
|
|
Akanthos Arbitrage
Master Fund, L.P.
|
|
1,485,858
|
|
1,127,120
|
|
358,738*
|
Arctos Partners Inc.
|
|
157,796
|
|
157,796
|
|
*
|
Argent Classic
Convertible Arbitrage Fund L.P.
|
|
71,008
|
|
71,008
|
|
*
|
Argent Classic
Convertible Arbitrage Fund Ltd.
|
|
612,702
|
|
612,702
|
|
*
|
Argentum Multi-Strategy
Fund 1 LP Classic
|
|
5,635
|
|
5,635
|
|
*
|
Aristera International
Limited (3)
|
|
531,132
|
|
531,132
|
|
*
|
Aristera Partners LP
(4)
|
|
60,605
|
|
60,605
|
|
*
|
Bayerische Hypo-und
Vereinsbank AG
|
|
450,848
|
|
450,848
|
|
*
|
BNP Paribas Aribitrage
|
|
225,424
|
|
225,424
|
|
*
|
Bunting Family III, LLC
- Capital Appreciation Convertibles (5)
|
|
191
|
|
191
|
|
*
|
Canyon Capital
Arbitrage Master Fund, Ltd.
|
|
98,623
|
|
98,623
|
|
*
|
The Canyon Realization
Fund (Cayman), Ltd.
|
|
107,076
|
|
107,076
|
|
*
|
Canyon Value
Realization Fund, L.P.
|
|
40,858
|
|
40,858
|
|
*
|
Canyon Value
Realization MAC 18 Ltd.
|
|
7,044
|
|
7,044
|
|
*
|
Capital Invest Global
High Yield Bond (6)
|
|
6,762
|
|
6,762
|
|
*
|
Citadel Equity Fund,
Ltd. (7)
|
|
400,127
|
|
400,127
|
|
*
|
Citigroup Global
Markets Inc. (8)**
|
|
636,710
|
|
636,710
|
|
*
|
CNH CA Master Account,
L.P. (9)
|
|
56,356
|
|
56,356
|
|
*
|
CQS Convertible and
Quantitative Strategies Master Fund, Ltd.
|
|
1,053,857
|
|
1,053,857
|
|
*
|
CQS Directional
Opportunity Master Fund Ltd.
|
|
78,898
|
|
78,898
|
|
*
|
D.E. Shaw Valence
Portfolios, L.L.C. (10)
|
|
507,204
|
|
507,204
|
|
*
|
DB RREEF Reflex Master
Portfolio, Ltd.
|
|
56,356
|
|
56,356
|
|
*
|
Delaware Dividend
Income Fund
|
|
40,463
|
|
40,463
|
|
*
|
Delaware Investments
Dividend & Income Fund
|
|
5,015
|
|
5,015
|
|
*
|
Delaware Investments
Global Dividend & Income Fund
|
|
1,859
|
|
1,859
|
|
*
|
Deutsche Bank
Securities, Inc.**
|
|
33,813
|
|
33,813
|
|
*
|
Fore Convertible Master
Fund, Ltd.
|
|
11
|
|
11
|
|
*
|
GE Singapore Life
Insurance Fund (6)
|
|
8,543
|
|
4,226
|
|
4,317*
|
Goldman
Sachs & Co. (11)**
|
|
412,044
|
|
22,542
|
|
389,502*
|
GPC LIX, LLC
|
|
47,880
|
|
47,880
|
|
*
|
Guggenheim Portfolio
Company XXXI, LLC
|
|
37,950
|
|
37,950
|
|
*
|
Hershey Foods
Corporation Master Retirement Trust (5)
|
|
18,619
|
|
4,519
|
|
14,100*
|
HFR CA Global Select
Master Trust Account
|
|
34,940
|
|
34,940
|
|
*
|
HFR RVA Combined Master
Trust
|
|
32,900
|
|
32,900
|
|
*
|
ING Investors Trust -
ING T. Rowe Price Capital Appreciation Portfolio (5)
|
|
76,362
|
|
76,362
|
|
*
|
ING Pioneer High Yield
Portfolio (6)
|
|
35,023
|
|
16,906
|
|
18,117*
|
JMG Capital Partners,
LP (12)
|
|
515,657
|
|
515,657
|
|
*
|
JMG Triton Offshore
Fund, Ltd. (13)
|
|
780,530
|
|
780,530
|
|
*
|
KBC Financial Products
USA Inc. (14)**
|
|
84,354
|
|
84,354
|
|
*
|
John Hancock Funds II -
Real Estate Equity Fund (5)
|
|
223,007
|
|
54,947
|
|
168,060*
|
Name
|
|
Number
of
Shares
Beneficially
Owned Before
Offering
|
|
Number
of
Shares
Being Offered
for
Resale (1)
|
|
Number
and
Percentage of
Shares
Beneficially
Owned After
Offering (2)
|
|
|
|
|
|
|
|
John Hancock Trust -
Capital Appreciation Value Trust (5)
|
|
112
|
|
112
|
|
*
|
John Hancock Trust -
Real Estate Equity Trust (5)
|
|
236,448
|
|
60,188
|
|
176,260*
|
Kamunting Street Master
Fund, Ltd.
|
|
845,340
|
|
845,340
|
|
*
|
Knollwood Investment
Partnership Capital Appreciation Conv. (5)
|
|
202
|
|
202
|
|
*
|
Lehman
Brothers, Inc.**
|
|
507,204
|
|
507,204
|
|
*
|
Lyxor/Canyon Capital
Arbitrage Fund Limited
|
|
28,178
|
|
28,178
|
|
*
|
Magnetar Capital Master
Fund, Ltd. (15)
|
|
112,712
|
|
112,712
|
|
*
|
Old Lane Cayman Master
Fund LP
|
|
254,176
|
|
254,176
|
|
*
|
Old Lane HMA Master
Fund LP
|
|
83,158
|
|
83,158
|
|
*
|
Old Lane U.S. Master
Fund LP
|
|
209,317
|
|
209,317
|
|
*
|
Pandora Select
Partners, LP
|
|
33,813
|
|
33,813
|
|
*
|
Papaver Inc. Global
High Yield
|
|
563
|
|
563
|
|
*
|
Penn
Series Flexibly Managed Fund (5)
|
|
30,714
|
|
30,714
|
|
*
|
Pioneer Funds Global
High Yield (6)
|
|
12,961
|
|
12,961
|
|
*
|
Pioneer Funds US Corp
HY Bond (6)
|
|
43,482
|
|
28,178
|
|
15,304*
|
Pioneer Global High
Yield Fund (6)
|
|
113,275
|
|
113,275
|
|
*
|
Pioneer Global High
Yield VCT Portfolio (6)
|
|
845
|
|
845
|
|
*
|
Pioneer High Yield Fund
(6)
|
|
1,164,167
|
|
550,034
|
|
614,133*
|
Pioneer High Yield VCT
(6)
|
|
32,447
|
|
17,470
|
|
14,977*
|
Platinum Grove
Contingent Capital Master Fund
|
|
450,848
|
|
450,848
|
|
*
|
Plexus Fund Limited
|
|
281,780
|
|
281,780
|
|
*
|
Polish US High Yield Fund
(6)
|
|
127,318
|
|
56,356
|
|
70,962*
|
Polygon Global
Opportunities Master Fund
|
|
112,712
|
|
112,712
|
|
*
|
RCG Latitude Master
Fund, Ltd. (17)
|
|
53,898
|
|
53,898
|
|
*
|
RCG PB, Ltd. (17)
|
|
38,784
|
|
38,784
|
|
*
|
S.A.C. Arbitrage Fund,
LLC c/o S.A.C. Capital Advisors, LLC (18)
|
|
225,424
|
|
225,424
|
|
*
|
Silvercreek II Limited
|
|
33,813
|
|
33,813
|
|
*
|
Silvercreek Limited
Partnership
|
|
90,169
|
|
90,169
|
|
*
|
Stark Master Fund (19)
|
|
590,848
|
|
450,848
|
|
140,000*
|
T. Rowe Price Capital
Appreciation Fund (5)
|
|
222,099
|
|
222,099
|
|
*
|
T. Rowe Price Capital
Appreciation Trust (5)
|
|
2,085
|
|
2,085
|
|
*
|
T. Rowe Price
Institutional Core Plus Fund (5)
|
|
1,408
|
|
1,408
|
|
*
|
T. Rowe Price New
Income Fund, Inc. (5)
|
|
107,076
|
|
107,076
|
|
*
|
T. Rowe Price Real
Estate Fund, Inc. (5)
|
|
1,929,765
|
|
466,965
|
|
1,462,800*
|
TQA Master Fund Ltd.
c/o TQA Investors, LLC (20)
|
|
25,010
|
|
25,010
|
|
*
|
TQA Master Plus Fund
Ltd. c/o TQA Investors, LLC (20)
|
|
9,783
|
|
9,783
|
|
*
|
UBS OConnor LLC f/b/o:
OConnor Global Convertible Arbitrage Master Limited (21)
|
|
263,802
|
|
263,802
|
|
*
|
Wachovia Capital Markets
LLC (22)**
|
|
90,169
|
|
90,169
|
|
*
|
Wachovia Securities
International Ltd. (22)**
|
|
56,356
|
|
56,356
|
|
*
|
Waterstone Market
Neutral Mac 51 Fund, Ltd.
|
|
323,483
|
|
323,483
|
|
*
|
Waterstone Market
Neutral Master Fund, Ltd.
|
|
600,755
|
|
600,755
|
|
*
|
Wells Fargo &
Company
|
|
281,780
|
|
281,780
|
|
*
|
Whitebox Convertible
Arbitrage Partners, LP
|
|
362,819
|
|
362,819
|
|
*
|
Whitebox Diversified
Convertible Arbitrage Partners, LP
|
|
163,432
|
|
163,432
|
|
*
|
Whitebox Hedged High
Yield Partners, LP
|
|
346,318
|
|
346,318
|
|
*
|
Xavex Convertible
Arbitrage 10 Fund
|
|
58,610
|
|
58,610
|
|
*
|
Xavex Convertible
Arbitrage 5
|
|
3,122
|
|
3,122
|
|
*
|
Zurich Institutional
Benchmarks Master Fund Ltd. c/o TQA Investors, LLC (20)
|
|
8,802
|
|
8,802
|
|
*
|
We have ongoing relationships with
certain of these selling stockholders or their affiliates including through
their participation as lenders under our credit facility; their provision of
commercial banking services, including mortgage loans and the provision of cash
management services; their participation with us in interest swap agreements
and other hedging instruments; or through their acting as underwriters for
issuances of our securities.
*
Less than one percent of the common stock
outstanding, as applicable.
**
Selling securityholder may be deemed to
be an underwriter with respect to some or all of any securities sold pursuant
to this prospectus. See Plan of Distribution in the prospectus.
(1)
Assumes the selling stockholder sells all of the
common stock being offered by the prospectus, as supplemented hereby.
(2)
Percentages calculated based on Rule 13d-3(d)(i) under
the Securities Exchange Act of 1934, as amended, using 267,492,611 shares
outstanding on May 5, 2008. In
calculating this amount, we treated as outstanding the number of shares of
common stock issuable upon exchange of the holders notes. However, we did not assume exchange of any of
other holders notes.
(3)
This selling stockholder has advised us that (i) Aristera
Capital LLC is the investment manager for Aristera International Limited and (ii) Aristera
Capital LLC is jointly owned by Kevin Tones, Robert H. Lynch Jr., Anthony
Frascella, and William R. Techar.
(4)
This selling stockholder has advised us that (i) Aristera
Advisers LLC is the general partner of Aristera Partners LP and (ii) Aristera
Advisers LLC is jointly owned by Kevin Tones, Robert H. Lynch Jr., Anthony
Frascella, and William R. Techar.
(5)
T. Rowe Price Associates, inc. (TRPA) has advised us
that (i) no one individual at T. Rowe Price will be responsible for voting
decisions and investment control over the securities shown, (ii) TRPA is
investment adviser to the selling stockholder and has been delegated voting
authority by the boards of the Price Funds it manages as investment adviser, (iii) the
T. Rowe Price Proxy Committee develops positions on all major corporate issues,
creates guidelines, and oversees the voting process, (iv) the Proxy
Committee, composed of portfolio managers, investment operations managers, and
internal legal counsel, analyzes proxy policies based on whether they would
adversely effect shareholders interests and make a company less attractive to
own, (v) once the Proxy Committee establishes its recommendations, they
are distributed to the firms portfolio managers as voting guidelines, (vi) for
the registered investment companies sponsored and managed by T. Rowe Price, the
portfolio manager of each fund has ultimate responsibility for the voting
decisions for proxies relating to voting securities held by the fund, and (vii) more
information on T. Rowe Prices proxy voting policies and procedures is
available on its website (http://www.troweprice.com) and in the Price Funds
Statement of Additional Information, which is filed with the SEC.
(6)
This selling stockholder has advised us that (i) Pioneer
Institutional Asset Management, Inc. (PIAM) is the selling stockholders
investment advisor and has or shares voting and dispositive power with respect
to the securities shown, (ii) PIAM is a privately held company the sole
shareholder of which is Pioneer Investment Management USA Inc. (PIMUSA) (iii) the
sole shareholder of PIMUSA is a private Italian company called Pioneer Global
Asset Management S.p.A. (PGAM), and (iv) the parent company of PGAM is
Unicredito Italiano S.p.A., a publicly traded Italian bank.
(7)
This selling stockholder has advised us that (i) Citadel
Limited Partnership (CLP) is the trading manager of Citadel Equity Fund Ltd.
and consequently has investment discretion over securities held by Citadel
Equity Fund Ltd., (ii) Citadel Investment Group, L.L.C. (CIG) controls
CLP, (iii) Kenneth C. Griffin controls CIG and therefore has ultimate
investment discretion over securities held by Citadel Equity Fund Ltd., and (iv) CLP,
CIG, and Mr. Griffin each disclaim beneficial ownership of the shares held
by Citadel Equity Fund Ltd.
(8)
The selling stockholder is a subsidiary of Citigroup, Inc.
The selling stockholder was the joint book running manager in the original
issuance of the notes by GGP Limited Partnership.
(9)
This selling stockholder has advised us that (i) CNH
Partners, LLC is Investment Advisor of the selling stockholder and has sole
voting and dispositive power over the securities shown, and (ii) investment
principals for the Advisor are Robert Krail, Mark Mitchell and Todd Pulvino.
(10)
This selling stockholder has advised us that (i) D.E.
Shaw & Co. L.P., as investment adviser, has voting and investment
control over any shares of common stock issuable upon conversion of the notes
owned by the selling stockholder, and (ii) Julius Gaudio, Eric Wepsic,
Maximiliam Stone, and Anne Dinning, or their designees, exercise voting and
investment control over the notes on D. E. Shaw & Co. L.P.s behalf.
(11)
The selling stockholder is a subsidiary of the Goldman
Sachs Group Inc.
(12)
This selling stockholder, JMG Capital Partners, L.P. (JMG
Partners), has advised us that (i) it is a California limited
partnership, (ii) its general partner is JMG Capital Management, LLC (the Manager),
a Delaware limited liability company and an investment adviser that has voting
and dispositive power over JMG Partners investments, including the securities
shown, (iii) the equity interests of the Manager are owned by JMG Capital
Management, Inc., (JMG Capital) a California corporation, and Asset
Alliance Holding Corp., a Delaware corporation, and (iv) Jonathan M.
Glaser is the Executive Officer and Director of JMG Capital and has sole
investment discretion over JMG Partners portfolio holdings.
(13)
This selling stockholder, JMG Triton Offshore Fund,
Ltd. (the Fund), has advised us that (i) it is an international business
company organized under the laws of the British Virgin Islands, (ii) the
Funds investment manager is Pacific Assets Management LLC, a Delaware limited
liability company (the Manager) that has voting and dispositive power over
the Funds investments, including the securities shown, (iii) the equity
interests of the Manager are owned by Pacific Capital Management, Inc., a
California corporation (Pacific) and Asset Alliance Holding Corp., a Delaware
corporation, (iv) the equity interests of Pacific are owned by Messrs. Roger
Richter, Jonathan M. Glaser and Daniel A. David, and (v) Messrs. Glaser
and Richter have sole investment discretion over the Funds portfolio holdings.
(14)
This selling stockholder has advised us that (i) the
securities shown are under the total control of KBC Financial Products USA
Inc., and (ii) KBC Financial Products USA Inc. is a directly wholly-owned
subsidiary of KBC Financial Holdings, Inc., which in turn is direct
wholly-owned subsidiary of KBC Bank N.V., which in turn is a direct
wholly-owned subsidiary of KBC Group N.V., a publicly traded entity.
(15)
This selling stockholder has advised us that (i) Magnetar
Financial LLC is the investment advisor of Magnetar Capital Master Fund, Ltd (Magnetar
Master Fund) and consequently has voting control and investment discretion
over securities held by Magnetar Master Fund, (ii) Magnetar Financial LLC
disclaims beneficial ownership of the shares held by Magnetar Master Fund, (iii) Alex
Litowitz has voting control over Supernova Management LLC, the general partner
of Magnetar Capital Partners LP, the sole managing member of Magnetar Financial
LLC, (iv) as a result, Mr. Litowitz may be considered the beneficial
owner of any shares deemed to be beneficially owned by Magnetar Financial LLC,
and (v) Mr. Litowitz disclaims beneficial ownership of these shares.
(16)
This selling stockholder has advised us that (i) Polygon
Investment Partners LLP and Polygon Investment Partners LP (the Investment
Managers), Polygon Investments Ltd. (the Manager), Alexander E. Jackson,
Reade E. Griffith and Patrick G.G. Dear share voting and dispositive power of
the securities held by Polygon Global Opportunities Master Fund, and (ii) the
Investment Managers, the Manager, Alexander E. Jackson, Reade E. Griffith and
Patrick G. G. Dear disclaim beneficial ownership of the securities held by
Polygon Global Opportunities Master Fund.
(17)
This selling stockholder has advised us that (i) Ramius
Capital Group, L.L.C. (Ramius Capital) is the investment adviser of RCG
Latitude Master Fund, Ltd. (Latitude) and RCG PB Ltd. (RCG PB LTD) and
consequently has voting control and investment discretion over securities held
by Latitude and RCG PB LTD, (ii) Ramius Capital disclaims beneficial
ownership of the shares held by Latitude and RCG PB LTD, (iii) Peter A.
Cohen, Morgan B. Stark, Thomas W.
Strauss and Jeffrey M. Solomon are the sole managing members of C4S &
Co., L.L.C., the sole managing member of Ramius Capital, (iv) as a result,
Messrs. Cohen, Stark, Strauss and Solomon may be considered beneficial
owners of any shares deemed to be beneficially owned by Ramius Capital, and (v) Messrs. Cohen,
Stark, Strauss and Solomon disclaim beneficial ownership of these shares.
(18)
This selling stockholder has advised us that (i) pursuant
to investment agreements, each of S.A.C. Capital Advisors, LLC, a Delaware
limited liability company (SAC Capital Advisors), and S.A.C. Capital
Management, LLC, a Delaware limited liability company (SAC Capital Management)
share all investment and voting power with respect to the securities held by
S.A.C. Arbitrage Fund, LLC, (ii) Mr. Steven A. Cohen controls both
SAC Capital Advisors and SAC Capital Management, and (iii) each of SAC
Capital Advisors, SAC Capital Management and Mr. Cohen disclaim beneficial
ownership of any of these securities.
(19)
This selling stockholder has advised us that Michael
A. Roth and Brian J. Stark have voting and investment control of securities
owned by Stark Master Fund Ltd., but Messrs. Roth and Stark disclaim
beneficial ownership of such securities.
(20)
This selling stockholder has advised us that (i) TQA
Investors, LLC has investment and voting power with respect to the securities
shown, and (ii) the principals of TQA Investors, LLC are Andrew Anderson,
Paul Bucci, Robert Butman and George Esser.
(21)
This selling stockholder has advised us that (i) UBS
OConnor LLC (the Investment Manager) has investment control over the
securities shown and (ii) the Investment Manager is subsidiary of UBS AG.
(22)
The selling stockholder is a subsidiary of Wachovia
Corporation.
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