- Current report filing (8-K)
March 11 2010 - 5:21PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT
REPORT PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
March 8, 2010
GENERAL GROWTH PROPERTIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-11656
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42-1283895
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(Commission File Number)
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(IRS Employer Identification No.)
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110 N. Wacker Drive, Chicago, IL
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60606
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(Address of Principal Executive Offices)
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(Zip Code)
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(312) 960-5000
(Registrants Telephone Number, Including Area Code)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions.
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers.
William A. Ackman, on his own behalf and on behalf of Pershing Square
Capital Management, L.P. (together with the investment funds it advises, Pershing
Square) entered into a letter agreement (the Agreement) dated March 5, 2010 with
General Growth Properties, Inc. (the Company), pursuant to which he
resigned from the Board of Directors of the Company (the Company Board). In the Agreement, Mr. Ackman stated that
his resignation is not due to any disagreement between Mr. Ackman and the
Company or its management on any matter relating to the Companys operations,
policies or practices. Pursuant to the
Agreement, Mr. Ackman and the Company agreed to terminate, effective
immediately, their letter agreement, dated as of June 5, 2009 and amended
on February 24, 2010, other than (i) certain confidentiality restrictions
with respect to any confidential information received by Mr. Ackman during
the term of his service as a director of the Company and (ii) certain
agreements not to bring or join in claims, suits or actions against the Company
Board for actions taken during Mr. Ackmans tenure on the Company Board. Mr. Ackmans resignation was contingent acceptance
of the terms of the Agreement by the Company. The Agreement was approved by the
Company Board and accepted on March 8, 2010.
Item 8.01. Other Events.
On March 8, 2010, the Company issued a press release announcing that
it has received a proposal for a $3.925 billion equity capital commitment from
Fairholme Capital Management, LLC and Pershing Square on the terms and subject
to the conditions set forth in a proposal letter dated March 8, 2010. A copy of such press release is being
furnished as Exhibit 99.1 of this report and is hereby incorporated by
reference.
Item 9.01. Financial Statements
and Exhibits.
99.1
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Press
Release, dated March 8, 2010 entitled General Growth Properties receives
proposal for $3.925 billion in new equity capital from Fairholme Capital
Management and Pershing Square Capital Management
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2
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
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GENERAL
GROWTH PROPERTIES, INC.
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By:
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/s/
Edmund Hoyt
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Name:
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Edmund
Hoyt
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Title:
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Senior
Vice President and Chief
Financial Officer
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Dated: March 11, 2010
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3
Exhibit Index
Exhibit No.
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Exhibit
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99.1
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Press
Release, dated March 8, 2010 entitled General Growth Properties receives
proposal for $3.925 billion in new equity capital from Fairholme Capital
Management and Pershing Square Capital Management
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4
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