- Amended Statement of Beneficial Ownership (SC 13D/A)
August 04 2010 - 5:18PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
GENERAL GROWTH PROPERTIES, INC.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
(CUSIP Number)
Roy J. Katzovicz, Esq.
Pershing Square Capital Management, L.P.
888 Seventh Avenue, 42nd Floor
New York, New York 10019
212-813-3700
(Name, Address and Telephone Number of
Person Authorized to
Receive Notices and Communications)
Andrew G. Dietderich, Esq.
Alan J. Sinsheimer, Esq.
Sullivan & Cromwell LLP
125 Broad Street, New York, New York 10004
212-558-4000
(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 Sections 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 Section 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 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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1
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NAME OF REPORTING PERSON
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
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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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23,953,782
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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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23,953,782
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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23,953,782
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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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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
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This calculation is based on 317,324,875 shares of common stock (Common Shares) of General Growth Properties Inc. (the Issuer) outstanding as of May 5, 2010, as reported in its
quarterly report on Form 10-Q for the quarterly period ended March 31, 2010 (the March 2010 Form 10-Q).
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2
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1
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NAME OF REPORTING PERSON
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
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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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23,953,782
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|
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EACH
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9
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|
SOLE DISPOSITIVE POWER
|
REPORTING
|
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|
PERSON
|
|
0
|
|
|
|
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WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
23,953,782
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
23,953,782
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
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
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This calculation is based on 317,324,875 Common Shares outstanding as reported in the March 2010 Form 10-Q.
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3
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1
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NAMES OF REPORTING PERSON
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)
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
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
|
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5
|
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
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
|
|
|
|
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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8,601,425
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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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8,601,425
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8,601,425
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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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2.7%
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
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This calculation is based on 317,324,875 Common Shares outstanding as reported in the March 2010 Form 10-Q.
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4
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1
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NAME OF REPORTING PERSON
William A. Ackman
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
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
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
23,953,782
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
23,953,782
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
23,953,782
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
7.5%
4
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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IN
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4
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This calculation is based on 317,324,875 Common Shares outstanding as reported in the March 2010 Form 10-Q.
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5
Item 1. Security and Issuer
This Amendment No. 9 (this Amendment No. 9) amends and supplements the statement on Schedule
13D, as previously amended to date (the Schedule 13D), by (i) Pershing Square Capital Management,
L.P., a Delaware limited partnership (Pershing Square), (ii) PS Management GP, LLC, a Delaware
limited liability company (PS Management), (iii) Pershing Square GP, LLC, a Delaware limited
liability company (Pershing Square GP), and (iv) William A. Ackman, a citizen of the United
States of America (collectively, the Reporting Persons), relating to the common stock, par value
$.01 per share (the Common Shares), of General Growth Properties, Inc., a Delaware corporation
(the Issuer). Capitalized terms used herein but not defined herein shall have the meaning set
forth in the Schedule 13D.
As of August 4, 2010, the Reporting Persons beneficially owned an aggregate of 23,953,782
Common Shares, representing approximately 7.5% of the outstanding Common Shares. The Reporting
Persons also have additional economic exposure to approximately 54,907,669 Common Shares under
certain cash-settled total return swaps (Swaps), bringing their total aggregate economic exposure
to 78,861,451 Common Shares (approximately 24.9% of the outstanding Common Shares).
Item 4. Purpose of Transaction
Item 4 is hereby supplemented, as follows:
On August 2, 2010, Pershing Square, on behalf of the Pershing Square Funds, and the Issuer
amended and restated that certain Stock Purchase Agreement (the Stock Purchase Agreement), dated
as of March 31, 2010 and as subsequently amended on May 3, 2010 and on May 7, 2010, between
Pershing Square, on behalf of the Pershing Square Funds, and the Issuer. The Stock Purchase
Agreement, as amended and restated, is filed as Exhibit 99.1 hereto and is incorporated herein by
reference.
On August 2, 2010, Pershing Square, on behalf of the Pershing Square Funds, entered into a
purchase agreement (the Purchase Agreement) with Blackstone Real Estate Partners VI L.P.
(Blackstone). The Purchase Agreement is filed as Exhibit 99.2 hereto and is incorporated herein
by reference.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the
Issuer
Item 6 is hereby supplemented, as follows:
The information set forth in Item 4 is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
Item 7 is hereby supplemented by adding the following exhibits:
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Exhibit 99.1
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Amended and Restated Stock Purchase Agreement, effective as
of March 31, 2010, between Pershing Square, on behalf of the
Pershing Square Funds, and the Issuer.
|
|
|
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Exhibit 99.2
|
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Purchase Agreement, dated August 2, 2010, between Pershing
Square, on behalf of the Pershing Square Funds, and
Blackstone.
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6
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: August 4, 2010
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PERSHING SQUARE CAPITAL
MANAGEMENT, L.P.
PS Management GP, LLC,
By: 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 Stock Purchase Agreement, effective as
of March 31, 2010, between Pershing Square, on behalf of the
Pershing Square Funds, and the Issuer.
|
|
|
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Exhibit 99.2
|
|
Purchase Agreement, dated August 2, 2010, between Pershing
Square, on behalf of the Pershing Square Funds, and
Blackstone.
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