- Amended Statement of Beneficial Ownership (SC 13D/A)
October 17 2008 - 6:01AM
Edgar (US Regulatory)
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, $.01 par value per share
(Title of Class of Securities)
370021107
(CUSIP Number)
Marshall E. Eisenberg
Neal, Gerber & Eisenberg LLP
Two North LaSalle Street, Suite 2200
Chicago, Illinois 60602
Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
(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
that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box
o
.
Note
:
Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits.
See
§240.13d-7 for other parties to whom copies are to be
sent.
*
The remainder of this cover page shall be filled out for a reporting persons 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 net 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).
Page 1 of 6
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CUSIP No.
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370021107
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13D
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Page
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2
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of
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6
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1
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NAMES OF REPORTING PERSONS
General Trust Company
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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BK
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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South Dakota
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7
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SOLE VOTING POWER
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NUMBER OF
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2,919,458
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SHARES
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8
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SHARED VOTING POWER*
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BENEFICIALLY
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OWNED BY
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69,015,823
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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2,919,458
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WITH
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10
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SHARED DISPOSITIVE POWER*
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69,015,823
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*:
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71,935,281
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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23%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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*Includes 45,167,811 shares of common stock, par value $.01 per share, of General Growth Properties, Inc. issuable upon conversion of certain units of limited partnership interest in GGP Limited Partnership.
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CUSIP No.
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370021107
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13D
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Page
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3
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of
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6
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1
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NAMES OF REPORTING PERSONS
M.B. Capital Partners III
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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BK
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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South Dakota
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER*
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BENEFICIALLY
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OWNED BY
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69,015,823
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER*
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69,015,823
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:*
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69,015,823
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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22.1%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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*Includes 45,167,811 shares of common stock, par value $.01 per share, of General Growth Properties, Inc. issuable upon conversion of certain units of limited partnership interest in GGP Limited Partnership.
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CUSIP No.
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370021107
|
13D
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Page
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4
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of
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6
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1
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NAMES OF REPORTING PERSONS
M.B. Capital Units L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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BK
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER*
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BENEFICIALLY
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OWNED BY
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45,167,821
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER*
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45,167,821
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:*
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45,167,821
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14.4%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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*Includes 45,167,811 shares of common stock, par value $.01 per share, of General Growth Properties, Inc. issuable upon conversion of certain units of limited partnership interest in GGP Limited Partnership.
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CUSIP No.
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370021107
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13D
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Page
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5
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of
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6
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Except as specifically amended hereby, all other provisions of the Reporting Persons 13D filed on
August 21, 2007, as amended on April 1, 2008 (the Schedule 13D), remain in full force and effect.
Capitalized terms used herein and not otherwise defined shall have the same meanings ascribed to
them in such Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding the following to the end thereof:
On October 16, 2008, M.B. Capital Partners III repaid the entire amount outstanding under the Term Loan
Agreement dated as of November 9, 2004, as amended (the Loan Agreement), with Citigroup Global Markets,
Inc. and terminated the Loan Agreement.
Item 5. Interest in Securities of the Issuer.
Item 5(a) and (b) is hereby amended by adding the following to the end thereof:
General Trust Company beneficially owns an additional 3,782 shares as a result of the Issuers dividend
reinvestment plan. In addition, General Trust Company now is the sole trustee instead of a co-trustee of
a trust for the benefit of certain members of the Bucksbaum family and instead of shared power has the
sole power to vote or direct the vote and the sole power to dispose or direct the disposition of
2,766,209 shares.
Item 5(c) is hereby amended by adding the following to the end thereof:
Since the filing of the First Amendment to Schedule 13D on April 1, 2008, there have been no purchases
(other than purchases pursuant to the Issuers dividend reinvestment plan as described in Item 5(a) and
(b)) or sales of the Issuers Common Stock by the Reporting
Persons.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 is hereby amended by adding the following to the end thereof:
In connection with the termination of the Loan Agreement as described in Item 3, all agreements regarding
the pledge of shares of Issuers Common Stock by any of the Reporting Persons have also been terminated and
the shares released. There are no shares of Issuers Common Stock pledged by any of the Reporting Persons.
SIGNATURE
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.
Date: October 16, 2008
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GENERAL TRUST COMPANY
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By:
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/s/ E. Michael Greaves
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Name:
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E. Michael Greaves
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Title:
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Vice President
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CUSIP No.
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370021107
|
13D
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Page
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6
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of
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6
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M.B. CAPITAL PARTNERS III
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By:
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/s/ E. Michael Greaves
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Name:
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E. Michael Greaves
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Title:
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Vice President
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M.B. CAPITAL UNITS LLC
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By:
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M.B. Capital Partners III,
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its sole member
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By:
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/s/ E. Michael Greaves
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Name:
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E. Michael Greaves
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Title:
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Vice President
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