General Growth Properties Inc - Prospectus filed pursuant to Rule 424(b)(7) (424B7)
October 01 2008 - 5:12PM
Edgar (US Regulatory)
Filed
Pursuant to Rule 424(b)(7)
Registration No. 333-145649
PROSPECTUS SUPPLEMENT NO. 2
(To Prospectus dated August 14, 2007)
17,470,360 Shares
General Growth Properties, Inc.
Common Stock
This
prospectus supplement no. 2 supplements and amends the prospectus dated August 14,
2007 of General Growth Properties, Inc., as previously supplemented,
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 all previous supplements thereto and is qualified by
reference to the prospectus, as previously supplemented, except to the extent
that the information in this prospectus supplement supersedes the information
contained in the prospectus and previous supplements.
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 as previously supplemented is truthful or complete. Any representation to the contrary is a criminal
offense.
The
date of this prospectus supplement is October 1, 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, as previously supplemented, 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 as previously supplemented 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)
|
|
Admiral Flagship
Master Fund, Ltd. (3)
|
|
22,542
|
|
22,542
|
|
*
|
|
Bunting Family
III, LLC - Capital Appreciation Convertibles (4)
|
|
462
|
|
462
|
|
*
|
|
Canyon Capital
Arbitrage Master Fund, Ltd.
|
|
552,288
|
|
552,288
|
|
*
|
|
The Canyon Value
Realization Fund (Cayman), Ltd.
|
|
599,627
|
|
599,627
|
|
*
|
|
Canyon Value
Realization Fund, L.P.
|
|
228,873
|
|
228,873
|
|
*
|
|
Canyon Value
Realization MAC 18 Ltd.
|
|
39,381
|
|
39,381
|
|
*
|
|
Citigroup Global
Markets Inc. (5) **
|
|
1,166,569
|
|
1,166,569
|
|
*
|
|
CNH CA Master
Account, L.P. (6)
|
|
7,889
|
|
7,889
|
|
*
|
|
Credit Suisse
Securities (USA) LLC
|
|
309,958
|
|
309,958
|
|
*
|
|
Hershey Foods
Corporation Master Retirement Trust (4)
|
|
10,132
|
|
10,132
|
|
*
|
|
Highbridge
Convertible Arbitrage Master Fund LP (7)
|
|
55,228
|
|
55,228
|
|
*
|
|
Highbridge
International LLC (7)
|
|
860,828
|
|
860,556
|
|
272*
|
|
ING Investors
Trust ING T. Rowe Price Capital Appreciation Portfolio (4)
|
|
118,347
|
|
118,347
|
|
*
|
|
John Hancock
Funds II - Real Estate Equity Fund (4)
|
|
128,784
|
|
128,784
|
|
*
|
|
John Hancock
Trust Capital Appreciation Value Trust (4)
|
|
236
|
|
236
|
|
*
|
|
John Hancock
Trust Real Estate Equity Trust (4)
|
|
138,173
|
|
138,173
|
|
*
|
|
John Hancock
Trust Spectrum Income (4)
|
|
608
|
|
608
|
|
*
|
|
John Hancock
Trust II Spectrum Income (4)
|
|
608
|
|
608
|
|
*
|
|
Knollwood
Investment Partnership Capital Appreciation Conv. (4)
|
|
507
|
|
507
|
|
*
|
|
Lyxor/Canyon
Capital Arbitrage Fund Limited
|
|
157,796
|
|
157,796
|
|
*
|
|
Morgan
Stanley & Company, Incorporated **
|
|
617,739
|
|
225,424
|
|
392,315*
|
|
Penn
Series Flexibly Managed Fund (4)
|
|
47,000
|
|
47,000
|
|
*
|
|
T. Rowe Price
Capital Appreciation Fund (4)
|
|
342,847
|
|
342,847
|
|
*
|
|
T. Rowe Price
Capital Appreciation Trust (4)
|
|
3,234
|
|
2,085
|
|
*
|
|
T. Rowe Price
Corporate Income Fund (4)
|
|
5,477
|
|
5,477
|
|
*
|
|
T. Rowe Price
Funds SICAV U.S. Smaller Companies Equity Fund
|
|
2,254
|
|
2,254
|
|
*
|
|
T. Rowe Price
Institutional Core Plus Fund (4)
|
|
1,408
|
|
1,408
|
|
*
|
|
T. Rowe Price
New Income Fund, Inc. (4)
|
|
107,076
|
|
107,076
|
|
*
|
|
T. Rowe Price
Personal Strategy Balanced Fund
|
|
6,469
|
|
6,469
|
|
*
|
|
T. Rowe Price
Personal Strategy Balanced Portfolio
|
|
834
|
|
834
|
|
*
|
|
T. Rowe Price
Personal Strategy Growth Fund
|
|
2,355
|
|
2,355
|
|
*
|
|
T. Rowe Price
Personal Strategy Income Fund
|
|
4,418
|
|
4,418
|
|
*
|
|
T. Rowe Price
Real Estate Fund, Inc. (4)
|
|
1,156,030
|
|
1,156,030
|
|
*
|
|
Waterstone
Market Neutral Master Fund, Ltd.
|
|
630,251
|
|
630,251
|
|
*
|
|
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 267,703,684 shares outstanding on August 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 William Ellsworth has voting and investment control over the
securities owned by Admiral Flagship Master Fund, Ltd.
(4)
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.
(5)
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.
(6)
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.
(7)
This selling stockholder has
advised us that (i) Highbridge Capital Management, LLC is the trading
manager of the selling stockholder and has voting control and investment
discretion over the securities held by the selling stockholder, (ii) Glenn
Dubin and Henry Swieca control Highbridge Capital Management, LLC and have
voting control and investment discretion over the securities held by the
selling stockholder, and (iii) each
of Highbridge Capital Management, LLC, Glenn Dubin and Henry Swieca
disclaims beneficial ownership of the securities held by the selling
stockholder.
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