UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
| General Growth Properties, Inc. |
(Name of issuer)
| Common Stock, par value $0.01 per share |
(Title of class of securities)
| 370023103 |
(CUSIP number)
| December 31, 2011 |
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in 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).
SCHEDULE 13G
| CUSIP No. 370023103 | Page 2 of 10 Pages |
| (1) | Names of reporting persons
General Trust Company | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
South Dakota | |||||
|
Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
20,098,815 | ||||
| (6) | Shared voting power
2,929,854 | |||||
| (7) | Sole dispositive power
20,098,815 | |||||
| (8) | Shared dispositive power
2,929,854 | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
23,028,669 | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
2.5% | |||||
| (12) |
Type of reporting person (see instructions)
OO | |||||
| * | These shares of common stock, $0.01 par value per share (“Common Stock”), of General Growth Properties, Inc. (the “Issuer”) are issuable upon conversion of 2,817,811 limited partnership units in GGP Limited Partnership. |
SCHEDULE 13G
| CUSIP No. 370023103 | Page 3 of 10 Pages |
| (1) | Names of reporting persons
M.B. Capital Partners III | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
South Dakota | |||||
|
Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 | ||||
| (6) | Shared voting power
2,929,854 | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
2,929,854 | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
2,929,854 | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
0.3% | |||||
| (12) |
Type of reporting person (see instructions)
PN | |||||
| * | These shares of Common Stock of the Issuer are issuable upon conversion of 2,817,811 limited partnership units in GGP Limited Partnership. |
SCHEDULE 13G
| CUSIP No. 370023103 | Page 4 of 10 Pages |
| (1) | Names of reporting persons
M.B. Capital Units L.L.C. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Delaware | |||||
|
Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 | ||||
| (6) | Shared voting power
0 | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
0 | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
0 | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
0% | |||||
| (12) |
Type of reporting person (see instructions)
OO | |||||
SCHEDULE 13G
| CUSIP No. 370023103 | Page 5 of 10 Pages |
| Item 1(a) | Name of Issuer: |
General Growth Properties, Inc.
| Item 1(b) | Address of Issuer’s Principal Executive Offices: |
110 North Wacker Drive, Chicago, Illinois 60606
| Item 2(a) | Name of Person Filing: |
This statement is filed by:
(i) General Trust Company
(ii) M.B. Capital Partners III
(iii) M.B. Capital Units L.L.C.
The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” The Reporting Persons’ agreement in writing to file this statement on behalf of each of them is attached as Exhibit A hereto.
| Item 2(b) | Address of Principal Business Office or, if none, Residence: |
For each of the Reporting Persons:
300 North Dakota Avenue, Suite 202
Sioux Falls, South Dakota 57104
| Item 2(c) | Citizenship: |
For each of the Reporting Persons:
(i) General Trust Company is a South Dakota trust company.
(ii) M.B. Capital Partners III is a South Dakota general partnership.
(iii) M.B. Capital Units L.L.C. is a Delaware limited liability company.
| Item 2(d) | Title of Class of Securities: |
Common Stock, par value $0.01 per share (“Common Stock”)
| Item 2(e) | CUSIP Number: |
370023103
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
SCHEDULE 13G
| CUSIP No. 370023103 | Page 6 of 10 Pages |
| (c) ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) ¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| (h) ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) ¨ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
| Item 4. | Ownership |
General Trust Company
| (a) | Amount beneficially owned: As of December 31, 2011, General Trust Company may be deemed to beneficially own 23,028,669 shares of Common Stock of General Growth Properties, Inc. (the “Issuer”). Includes 2,929,854 shares of Common Stock of the Issuer issuable upon conversion of 2,817,811 limited partnership units in GGP Limited Partnership. |
| (b) | Percent of class: 2.5%. The percentage is based on 935,343,610 shares of Common Stock of the Issuer outstanding as of November 4, 2011 as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2011. |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 20,098,815. |
| (ii) | Shared power to vote or to direct the vote: 2,929,854*. |
| (iii) | Sole power to dispose or direct the disposition of: 20,098,815. |
| (iv) | Shared power to dispose or to direct the disposition of: 2,929,854*. |
| * | These shares of Common Stock of the Issuer are issuable upon conversion of 2,817,811 limited partnership units in GGP Limited Partnership. |
M.B. Capital Partners III
| (a) | Amount beneficially owned: As of December 31, 2011, M.B. Capital Partners III may be deemed to beneficially own 2,929,854 shares of Common Stock of the Issuer. These shares of Common Stock of the Issuer are issuable upon conversion of 2,817,811 limited partnership units in GGP Limited Partnership. |
SCHEDULE 13G
| CUSIP No. 370023103 | Page 7 of 10 Pages |
| (b) | Percent of class: 0.3%. The percentage is based on 935,343,610 shares of Common Stock of the Issuer outstanding as of November 4, 2011 as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2011. |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 0. |
| (ii) | Shared power to vote or to direct the vote: 2,929,854*. |
| (iii) | Sole power to dispose or direct the disposition of: 0. |
| (iv) | Shared power to dispose or to direct the disposition of: 2,929,854*. |
| * | These shares of Common Stock of the Issuer are issuable upon conversion of 2,817,811 limited partnership units in GGP Limited Partnership. |
M.B. Capital Units L.L.C.
| (a) | Amount beneficially owned: As of December 31, 2011, M.B. Capital Units L.L.C. does not beneficially own any shares of Common Stock of the Issuer. |
| (b) | Percent of class: 0%. |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 0. |
| (ii) | Shared power to vote or to direct the vote: 0. |
| (iii) | Sole power to dispose or direct the disposition of: 0. |
| (iv) | Shared power to dispose or to direct the disposition of: 0. |
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following þ.
None of the Reporting Persons is the beneficial owner of more than 5 percent of the class of securities.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not Applicable.
SCHEDULE 13G
| CUSIP No. 370023103 | Page 8 of 10 Pages |
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable.
| Item 9. | Notice of Dissolution of Group |
Not Applicable.
| Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SCHEDULE 13G
| CUSIP No. 370023103 | Page 9 of 10 Pages |
SIGNATURE
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.
Date: February 7, 2012
| GENERAL TRUST COMPANY | ||||||
| By: | /s/ E. Michael Greaves | |||||
| Name: E. Michael Greaves Title: Vice President | ||||||
| M.B. CAPITAL PARTNERS III | ||||||
| By: | MBA Trust, a partner | |||||
| By: | General Trust Company, not individually but solely as Trustee | |||||
| By: | /s/ E. Michael Greaves | |||||
| Name: E. Michael Greaves Title: Vice President | ||||||
| M.B. CAPITAL UNITS L.LC. | ||||||
| By: | M.B. Capital Partners III, as sole member | |||||
| By: | MBA Trust, a partner | |||||
| By: General Trust Company, not individually but solely as Trustee | ||||||
| By: | /s/ E. Michael Greaves | |||||
| Name: E. Michael Greaves Title: Vice President | ||||||
SCHEDULE 13G
| CUSIP No. 370023103 | Page 10 of 10 Pages |
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common stock of General Growth Properties, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings.
In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 18th day of November, 2010.
| GENERAL TRUST COMPANY | ||||||
| By: | /s/ E. Michael Greaves | |||||
| Name: E. Michael Greaves Title: Vice President | ||||||
| M.B. CAPITAL PARTNERS III | ||||||
| By: | MBA Trust, a partner | |||||
| By: | General Trust Company, not individually but solely as Trustee | |||||
| By: | /s/ E. Michael Greaves | |||||
| Name: E. Michael Greaves Title: Vice President | ||||||
| M.B. CAPITAL UNITS L.LC. | ||||||
| By: | M.B. Capital Partners III, as sole member | |||||
| By: | MBA Trust, a partner | |||||
| By: General Trust Company, not individually but solely as Trustee | ||||||
| By: | /s/ E. Michael Greaves | |||||
| Name: E. Michael Greaves Title: Vice President | ||||||