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 Act of 1934
Date of Report (Date of Earliest Event Reported)
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December 20, 2004
GENERAL GROWTH PROPERTIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-11656 42-1283895
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification
incorporation Number)
110 N. Wacker Drive, Chicago, Illinois 60606
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(Address of principal executive offices) (Zip Code)
(312) 960-5000
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(Registrant's telephone number, including area code)
N/A
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(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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01 OTHER EVENTS.
On August 11, 2004, the Board of Directors of General Growth Properties, Inc.
(the "Company") approved plans to dispose of the industrial properties
originally acquired in the JP Realty acquisition (the "JP Industrial
Properties") in July 2002. The sales closed on November 1, 2004. In accordance
with applicable generally accepted accounting principles, the Company presented
the operating results of the aforementioned properties in continuing operations
for all years included in its Annual Report on Form 10-K for the year ended
December 31, 2003, filed with the Securities and Exchange Commission on March
12, 2004. In accordance with Statement of Financial Accounting Standards No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets," the
Company reported the results of operations of the disposed properties as
discontinued operations in its Form 10-Q for the quarterly period ended
September 30, 2004.
The following information (which is attached as exhibits hereto and incorporated
by reference herein), which was originally presented in the Company's Annual
Report on Form 10-K for the year ended December 31, 2003, has been revised to
present the JP industrial properties as discontinued operations:
- - Selected Financial Data for the five years ended December 31, 2003
- - Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") for the three years ended December 31, 2003
- - Consolidated financial statements as of December 31, 2003 and 2002 and for
the three years ended December 31, 2003
Investors are cautioned that the MD&A presented herein has been revised solely
to present the JP industrial properties as discontinued operations. It does not
update the MD&A for any information, uncertainties, transactions, risks, events
or trends occurring or known to management. Investors should read the
information contained in this Current Report together with the other information
contained in the Company's Annual Report on Form 10-K for the year ended
December 31, 2003, its Forms 10-Q for the quarters ended March 31, 2004, June
30, 2004 and September 30, 2004, and other information filed with or furnished
to the Securities and Exchange Commission after March 12, 2004.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
EXHIBIT
NO. DESCRIPTION
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23.1 Consent of Deloitte & Touche LLP
23.2 Consent of KPMG LLP
99.1 Selected Financial Data for the five years ended December 31, 2003
99.2 Management's Discussion and Analysis of Results of Operations and
Financial Condition for the three years ended December 31, 2003
99.3 Consolidated financial statements as of December 31, 2003 and 2002
and for the three years ended December 31, 2003
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GENERAL GROWTH PROPERTIES, INC.
By: /s/ Bernard Freibaum
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Bernard Freibaum
Executive Vice President and
Chief Financial Officer
Date: December 20, 2004
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
- ----- -----------
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of KPMG LLP
99.1 Selected Financial Data for the five years ended December 31, 2003
99.2 Management's Discussion and Analysis of Results of Operations and
Financial Condition for the three years ended December 31, 2003
99.3 Consolidated financial statements as of December 31, 2003 and 2002
and for the three years ended December 31, 2003