UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
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)
with copies to:
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 §§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 Rule 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 (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).
Item 1. Security and Issuer
This Amendment No. 10 (Amendment No. 10) 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
$0.01 per share (the Common Shares), of General Growth Properties, Inc., a Delaware corporation
(the Issuer or Old GGP), issued prior to Old
GGPs
emergence from the protection of chapter 11 of the Bankruptcy Code
as a reorganized company (such reorganized company, New GGP).
Capitalized terms used herein but not defined herein shall have the meaning set forth in the
Schedule 13D.
As of November 12, 2010, the Reporting Persons no longer beneficially own, or have additional
economic exposure to, any Common Shares of Old GGP, and accordingly, this Amendment constitutes the final
amendment to the Schedule 13D. The Reporting Persons intend to file a statement on Schedule 13G
with respect to their beneficial ownership of the new common stock
par value $0.01 of New GGP (the
New Common Shares) issued in exchange for the Common Shares as described further in Item 4 below.
Item 4. Purpose of Transaction
Item 4 is hereby supplemented, as follows:
On October 21, 2010, the Bankruptcy Court for the Southern District of New York (the
Bankruptcy Court) held a confirmation hearing to consider Issuers and certain of its domestic
subsidiaries Third Amended Joint Plan of Reorganization (the Plan) under chapter 11 of the
Bankruptcy Code. The same day, following the confirmation hearing, the Bankruptcy Court entered an
order (the Confirmation Order) approving and confirming the Plan.
On
November 9, 2010, the Plan became effective and New GGP emerged from chapter 11 protection.
Pursuant to the Plan, Issuer spun-off its subsidiary, the Howard Hughes Corporation, a Delaware
corporation (HHC), as an independent, publicly-listed company. Upon effectiveness of the Plan,
each Common Share was extinguished and exchanged for one share of New Common Shares and
approximately 0.098 shares of common stock par value $0.01 of HHC.
Item 5. Interest in Securities of Issuer
Item 5(a),
(b) and (e) is hereby amended and supplemented as follows:
As
described in Item 4 above, as a result of the emergence of New
GGP from chapter 11 and the
effectiveness of the Plan on November 9, 2010, Old GGP extinguished all Common Shares and the
Reporting Persons ceased to beneficially own any Common Shares.
Item 5(c) of the Schedule 13D is amended and restated 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 since
Amendment No. 9 to this Schedule 13D by the Reporting Persons for the benefit of the Pershing Square Funds.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of
Issuer
Item 6 is hereby supplemented, as follows:
The
information set forth in Item 4 and Item 5 is incorporated
herein by reference into this Item 6 as if restated in full
herein.
Item 7.
Material to be Filed as Exhibits.
Exhibit
99.1 Trading Data