- Amended Statement of Beneficial Ownership (SC 13D/A)
December 08 2008 - 5:09PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934 (Amendment No. 1)*
GENERAL GROWTH PROPERTIES, INC.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
370021107
(CUSIP Number)
Roy J. Katzovicz, Esq.
Pershing Square Capital Management, L.P.
888 Seventh Avenue, 42
nd
Floor
New York, New York 10019
212-813-3700
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
with a copy to:
Robert A. Profusek, Esq.
Peter E. Izanec, Esq.
Jones Day
222 East 41st Street,
New York, New York 10017
212-326-3939
December 5,
2008
(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 Rule
13d-1(e), 13d-1(f) or 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
Section 240.13d-7 for other parties to whom copies are to be
sent.
(Continued on following pages)
*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 not be deemed to be filed
for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (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).
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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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11
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Pages
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1
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NAME OF REPORTING PERSONS
Pershing Square Capital Management, L.P.
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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)
o
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(b)
þ
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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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OO (See Item 3)
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5
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CHECK BOX 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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20,080,690
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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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20,080,690
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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20,080,690
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12
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CHECK BOX 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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7.5%
1
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14
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TYPE OF REPORTING PERSON (see instructions)
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IA
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1
This calculation is based on 268,314,510 shares of common stock (Common Shares) of General Growth Properties, Inc. (the Issuer) outstanding as of November 10, 2008 as reported in its quarterly report on Form 10-Q for the quarter ended September 30, 2008 (the 9/30/08 10-Q).
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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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11
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Pages
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1
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NAME OF REPORTING PERSONS
PS Management GP, LLC
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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)
o
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(b)
þ
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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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OO (See Item 3)
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5
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CHECK BOX 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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20,080,690
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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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20,080,690
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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20,080,690
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12
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CHECK BOX 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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7.5%
2
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14
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TYPE OF REPORTING PERSON (see instructions)
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OO
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2
This calculation is based on 268,314,510 Common Shares outstanding as of November 10, 2008 as reported in the 9/30/08 10-Q.
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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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4
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of
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11
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Pages
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1
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NAME OF REPORTING PERSONS
Pershing Square GP, LLC
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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)
o
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(b)
þ
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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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OO (See Item 3)
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5
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CHECK BOX 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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7,626,991
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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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7,626,991
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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7,626,991
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12
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CHECK BOX 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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2.8%
3
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14
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TYPE OF REPORTING PERSON (see instructions)
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IA
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3
This calculation is based on 268,314,510 Common Shares outstanding as of November 10, 2008 as reported in the 9/30/08 10-Q.
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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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11
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Pages
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1
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NAMES OF REPORTING PERSONS
William A. Ackman
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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)
o
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(b)
þ
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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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OO (See Item 3)
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5
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CHECK BOX 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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U.S.A.
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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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20,080,690
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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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20,080,690
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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20,080,690
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12
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CHECK BOX 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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7.5%
4
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14
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TYPE OF REPORTING PERSON (see instructions)
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IN
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4
This calculation is based on 268,314,510 Common Shares outstanding as of November 10, 2008 as reported in the 9/30/08 10-Q.
Item 1. Security and Issuer
This
Amendment No. 1 to Schedule 13D (as amended, this Schedule 13D) relates to the common stock, par value $.01 per share
(the Common Shares), of General Growth Properties, Inc., a Delaware corporation (the Issuer).
The address of the principal executive offices of the Issuer is 110 North Wacker Drive, Chicago,
Illinois 60606. This Schedule 13D amends and supplements the
Schedule 13D filed by the Reporting Persons as of
November 24, 2008 (the Original 13D).
Capitalized terms used herein but not defined herein shall have the
meaning set forth in the Original 13D.
As
of December 8, 2008, the Reporting Persons beneficially owned an
aggregate of 20,080,690 Common Shares (the Subject Shares), representing approximately 7.5% of
the outstanding Common Shares. The Reporting Persons also have additional economic exposure to
approximately
48,500,000 Common
Shares under certain cash-settled total return swaps
(Swaps), bringing their total aggregate economic exposure to
68,580,690 Common
Shares (approximately 25.6% of the outstanding Common Shares).
Page 6 of 11
Item 4. Purpose of Transaction
Item 4 of the Original 13D is hereby amended and restated in its entirety as follows:
The Reporting Persons purchased the Subject Shares and Swaps for investment purposes.
Representatives of the Reporting Persons have and expect to conduct discussions from time to time with
management of the Issuer, other stockholders of the Issuer or other relevant parties that may
include matters relating to the financial condition, strategy, business, assets, operations,
capital structure and strategic plans of the Issuer, as well as additional equity investments in the Issuer and necessary steps to permit such investments.
In addition to the foregoing, the Reporting Persons may engage the Issuer, other stockholders
of the Issuer or other relevant parties in discussions that may include one or more of the other
actions described in subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons
intend to review their investment in the Issuer on a continuing basis. Depending on various
factors, including the Issuers financial position and strategic direction, the outcome of the
discussions referenced above, actions taken by the Board of Directors of the Issuer, price levels
of the securities of the Issuer, other investment opportunities available to the Reporting Persons,
the availability and cost of debt financing, conditions in the capital markets and general economic
and industry conditions, the Reporting Persons may in the future take such actions with respect to
their investments in the Issuer as they deem appropriate, including purchasing additional
securities of the Issuer, entering into financial instruments or other agreements which increase or
decrease the Reporting Persons economic exposure with respect to their investments in the Issuer,
selling some or all of the Reporting Persons respective holdings in the Issuer, engaging in any
hedging or similar transactions with respect to such holdings and/or otherwise changing their
intention with respect to any and all matters referred to in Item 4 of Schedule 13D.
Item 6
of this Schedule 13D is incorporated by reference to Item 4 as if restated
in full herein.
Item 5. Interest in Securities of the Issuer
Item 5
of this Schedule 13D is amended and supplemented as follows:
(c) Exhibit 99.1, which is incorporated by reference into this Item 5(c) as if restated in
full herein, describes all of the transactions in Common Shares and Swaps that were effected during
the past sixty days by the Reporting Persons for the benefit of the Pershing Square Funds. Exhibit 99.1 of this Schedule 13D amends and restates Exhibit 99.2 of the Original 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of
the Issuer
Item 6 of the Original 13D is hereby amended and restated in its entirety, as follows:
The Subject Shares are beneficially owned by the Reporting Persons. Furthermore, the
Reporting Persons entered into Swaps for the benefit of Pershing Square, L.P. (the PSLP Swaps),
Pershing Square II, L.P. (the PSII Swaps) and Pershing Square International, Ltd (the PSIL
Swaps, collectively with the PSLP Swaps and PSII Swaps, the Pershing Square Swaps) on the dates
described on Exhibit 99.1. The Pershing Square Swaps constitute economic exposure to approximately
18.1% notional outstanding Common Shares in the aggregate, have reference prices ranging from
$0.49 to
$1.58
and expire on the dates described on Exhibit 99.1.
Under the terms of the Pershing Square Swaps (i) the applicable Pershing Square Fund will be
obligated to pay to the counterparty any negative price performance of the notional number of
Common Shares subject to the applicable Pershing Square Swap as of the expiration date of such
Swap, plus interest at the rates set forth in the applicable contracts, and (ii) the counterparty
will be obligated to pay to the applicable Pershing Square Fund any positive price performance of
the notional number of Common Shares subject to the applicable Pershing Square Swap as of the
expiration date of the Swaps. With regard to the Pershing Square Swaps, any dividends received by the counterparty
on such notional Common Shares will be paid to the applicable Pershing Square Fund during the term of the Swap.
All balances will be cash settled at the expiration date of
the Swaps. The Pershing Square Funds third party counterparties for the Pershing Square Swaps
include entities related to BNP Paribas, Citibank, Morgan Stanley and UBS.
The Pershing Square Swaps do not give the Reporting Persons direct or indirect voting,
investment or dispositive control over any securities of the Issuer and do not require the
counterparty thereto to acquire, hold, vote or dispose of any securities of the Issuer.
Accordingly, the Reporting Persons disclaim any beneficial ownership of any Common Shares that may
be referenced in such contracts or Common Shares or other securities or financial instruments that
may be held from time to time by any counterparty to the contracts.
In addition to the agreements referenced above, the Reporting Persons from time to time, may
enter into and dispose of additional cash-settled total return swaps or other similar derivative
transactions with one or more counterparties that are based upon the value of Common Shares, which
transactions could be significant in amount. The profit, loss and/or return on such additional
contracts may be wholly or partially dependent on the market value of the Common Shares, relative
value of the Common Shares in comparison to one or more other financial instruments, indexes or
securities, a basket or group of securities in which the Common Shares may be included or a
combination of any of the foregoing.
Certain
of the Reporting Persons have purchased debt securities of the Issuer
of various maturities and in various amounts.
Item 7. Material to be Filed as Exhibits.
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Exhibit 99.1
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Amended and Restated Trading Data
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SIGNATURES
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.
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Date: December 8, 2008
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PERSHING SQUARE CAPITAL
MANAGEMENT, L.P.
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By:
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PS Management GP, LLC,
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its General Partner
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By:
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/s/ William A. Ackman
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William A. Ackman
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Managing Member
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PS MANAGEMENT GP, LLC
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By:
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/s/ William A. Ackman
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William A. Ackman
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Managing Member
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PERSHING SQUARE GP, LLC
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By:
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/s/ William A. Ackman
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William A. Ackman
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Managing Member
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/s/ William A. Ackman
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William A. Ackman
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EXHIBIT INDEX
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Exhibit 99.1
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Amended and Restated Trading Data
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