As filed with the Securities and Exchange Commission on June 26, 2002
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission file number: 1-11656
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
GENERAL GROWTH MANAGEMENT
SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive offices:
GENERAL GROWTH PROPERTIES, INC.
110 NORTH WACKER DRIVE
CHICAGO, ILLINOIS 60606
(312) 960-5000
GENERAL GROWTH MANAGEMENT
SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
INDEX TO FINANCIAL STATEMENTS AND EXHIBIT
(a) Financial Statements
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of net assets available for benefits as of
December 31, 2001 and 2000 2
Statement of changes in net assets available for benefits
for the year ended December 31, 2001 3
Notes to financial statements 4-7
SUPPLEMENTAL SCHEDULES:
Schedule of assets (held at end of year) as of 8-10
December 31, 2001
Schedule of assets both acquired and disposed 11-12
within the plan year ended December 31, 2001
(b) Exhibit
23.1 Consent of Deloitte & Touche LLP 15
NOTE: SUPPLEMENTAL SCHEDULES REQUIRED BY THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974 NOT INCLUDED HEREIN ARE NOT APPLICABLE TO THE
GENERAL GROWTH MANAGEMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN.
INDEPENDENT AUDITORS' REPORT
To the Trustee and Participants of
General Growth Management Savings and Employee Stock Ownership Plan:
We have audited the accompanying statements of net assets available for benefits
of the General Growth Management Savings and Employee Stock Ownership Plan (the
"Plan") as of December 31, 2001 and 2000, and the related statement of changes
in net assets available for benefits for the year ended December 31, 2001. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
2001 and 2000, and the changes in net assets available for benefits for the year
ended December 31, 2001 in conformity with accounting principles generally
accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of (1) assets
(held at end of year) as of December 31, 2001 and (2) assets both acquired and
disposed within the plan year ended December 31, 2001 are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements, but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These schedules are the
responsibility of the Plan's management. Such schedules have been subjected to
the auditing procedures applied in our audit of the basic 2001 financial
statements and, in our opinion, are fairly stated in all material respects when
considered in relation to the basic financial statements taken as a whole.
/s/ Deloitte & Touche LLP
Chicago, Illinois
June 7, 2002
1
GENERAL GROWTH MANAGEMENT SAVINGS
AND EMPLOYEE STOCK OWNERSHIP PLANSTATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2001 AND 2000
2001 2000
---- ----
ASSETS:
Participant-directed investments-at fair value: $73,484,275 $77,489,402
Receivables:
Employer contributions 811,981 1,122,124
Participant contributions 184,436 165,415
----------- -----------
Total Receivables 996,417 1,287,539
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $74,480,692 $78,776,941
=========== ===========
The accompanying notes are an integral part of these financial statements
2
GENERAL GROWTH MANAGEMENT SAVINGS
AND EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2001
ADDITIONS:
Interest and dividend income $ 1,981,604
Contributions:
Participants 5,695,882
Employer 4,033,810
Rollover deposits 1,011,621
------------
Total contributions 10,741,313
Plan transfers 587,599
------------
Total additions 13,310,516
DEDUCTIONS:
Benefit payments 13,238,559
Net depreciation in fair value of investments 4,338,055
Administrative expenses 30,151
------------
Total deductions 17,606,765
------------
NET DECREASE IN PLAN ASSETS (4,296,249)
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 78,776,941
------------
End of year $ 74,480,692
============
The accompanying notes are an integral part of these financial statements
3
GENERAL GROWTH MANAGEMENT SAVINGS
AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2001 AND 2000
NOTE 1. DESCRIPTION OF PLAN AND SIGNIFICANT PLAN PROVISIONS
The following description of the General Growth Management Savings and Employee
Stock Ownership Plan (the "Plan") provides only general information.
Participants should refer to the Plan agreement for a more complete description
of the Plan's provisions.
GENERAL: For purposes of federal law, General Growth Management, Inc. (the
"Company") is the Plan Sponsor and Plan Administrator. CG Trust Company (the
"Trustee") is the trustee of the Plan. The Plan is designed to encourage and
assist eligible employees to adopt a regular program of savings to provide
additional security for their retirement. The Plan is a defined contribution
plan covering all full-time (as defined) employees of the Company and other
participating employers (GGP Limited Partnership, GGP Management, Inc., General
Growth Management of California, Inc., General Growth Management of Hawaii,
Inc., and GG Management Company, Inc., collectively, the "Employers") who have
completed one month of service and attained age twenty-one. Certain individuals
at locations managed by the Company and participating Employers are either (i)
employees of companies not owned or controlled by the Company and/or the
participating Employers or (ii) are covered by other qualified plans and
therefore are not eligible for this Plan. The Plan is subject to the provisions
of the Employee Retirement Income Security Act of 1974 ("ERISA").
CONTRIBUTIONS: Under the terms of the Plan, subject to certain limitations, each
participant is allowed to make before-tax contributions in 1% increments up to
15% of gross earnings, as defined. The Internal Revenue Code imposes, among
other things, a dollar limitation on the amount of before-tax contributions for
a calendar year. For 2001, a participant's before-tax contribution was limited
to $10,500. The Company will match 100% of the first 4% of earnings contributed
for each calendar year, and 50% of the next 2% of the participant's earnings
contributions.
PARTICIPANT ACCOUNTS: Separate accounts are maintained for each Plan
participant. Each participant's account is credited with the participant's
contribution and allocations of the Company's contribution and Plan earnings,
and charged with an allocation of Plan losses and administrative expenses.
Allocations are based on account balances. The benefit to which a participant is
entitled is the benefit that can be provided from the participant's vested
account. The Plan currently offers nine mutual funds, the stock of the Company's
parent, General Growth Properties, Inc., ("GGPI"), a publicly traded real estate
investment trust, a benefit-responsive investment contract and a self-directed
account program ("CIGNA direct") offering direct investment in mutual funds and
other investment securities as investment options for participants. Each
participant designates which investment option or combination of options in
which their contributions and the Company's matching contributions are to be
invested.
PARTICIPANT LOANS: Participants may borrow against their account, subject to
those administrative rules that exist from time to time. The minimum loan that
will be made is $1,000 and the total of any individual participant's loan or
loans may never exceed 50 percent of the participant's total vested account
balance or $50,000, whichever is less. The loans are secured by the balance in
the participant's account and bear interest at the prime rate on the first
business day of the month in which the loan is made plus one percent. The term
of a loan may not exceed five years, unless the loan qualifies as a home
purchase loan, in which case the term may go up to 20 years. Principal and
interest are due each pay period. Participant loans are due and payable
immediately upon termination of employment.
4
GENERAL GROWTH MANAGEMENT SAVINGS
AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2001 AND 2000
VESTING: Participants are fully vested at all times in all accounts other than
the accounts arising from the matching contributions contributed by the
Employers prior to January 1, 1998 and the earnings or losses thereon. The
Employers' matching accounts contributed prior to January 1, 1998 will vest over
a six-year period. Forfeitures are used first for reinstatements of accounts of
re-employed participants. Any remaining forfeiture amounts are applied as
credits against future employer matching contributions.
TERMINATION: Although it has not expressed any intent to do so, the Company
reserves the right to partially or completely terminate the Plan, subject to the
provisions of the Plan and ERISA. Upon a complete or partial termination of the
Plan, all participants will become fully vested and be entitled to a
distribution.
DISTRIBUTIONS: Upon retirement on or after attaining the Plan's normal
retirement age of 60, or upon death or disability, if earlier, or termination of
employment in the case of vested benefits, the balances in the participant's
separate accounts may be paid in lump sum to the participant, or the
participant's beneficiary in the event of death. A participant may withdraw
contributions by claiming hardship as defined by the Plan. All distributions
will be made in cash, unless the participant elects to receive common stock of
GGPI.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING: The financial statements have been prepared using the
accrual method of accounting.
USE OF ESTIMATES: The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts of
income and expenses during the reporting periods. Actual results could differ
from those estimates.
VALUATION OF INVESTMENTS AND PARTICIPANT LOANS: Investments are stated at fair
value based on quoted market prices. Shares of mutual funds are valued at the
net unit value of shares held by the Plan at year-end. Participant loans and the
benefit-responsive investment contract are stated at cost and contract value,
respectively, which approximates fair value.
INVESTMENT TRANSACTIONS: Investment income in each fund is recorded and
allocated daily among the participants' balances in each fund. Purchases and
sales of securities are recorded on a trade-date basis. Dividends are recorded
on the ex-dividend date.
ADMINISTRATIVE EXPENSES: All administrative expenses, other than investment
management fees and loan processing and maintenance fees, are paid by the
Company.
PAYMENT OF BENEFITS: Benefit payments to participants are recorded upon
distribution.
RECLASSIFICATIONS: Certain prior year amounts in the statements of net assets
available for benefits have been reclassified to conform with the current year
presentation.
5
GENERAL GROWTH MANAGEMENT SAVINGS
AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2001 AND 2000
NOTE 3. INVESTMENTS
The following presents investments that represented 5% or more of the Plan's net
assets available for benefits as of December 31, 2001 and 2000:
DESCRIPTION OF INVESTMENT 2001 2000
----------- -----------
Charter Guaranteed Income Fund $ 6,150,600 $ 4,774,415
Charter Large Company Stock-Growth Fund 4,134,007 4,729,431
Charter Small Company Stock-Value I Fund 12,603,649 9,107,867
INVESCO Dynamics Account 11,099,280 16,961,059
Janus Worldwide Account 4,274,706 5,440,758
General Growth Properties, Inc.
Common Stock 22,466,506 26,495,973
During 2001, the Plan's investments (net gains and losses on investments bought
and sold as well as held during the year) declined in value by $4,338,055 as
follows:
Mutual funds, investment in collective trusts,
registered investment companies, net $(6,123,532)
Common stock, net 1,785,477
------------
$(4,338,055)
============
The Plan has a benefit-responsive investment contract with CIGNA's Connecticut
General Life Insurance Company ("Connecticut General"). Connecticut General
maintains the contributions in the Charter Guaranteed Income Fund account (the
"Account"). The Account is credited with earnings on the underlying investments
and charged for losses, participant withdrawals and administrative expenses. The
contract is included in the financial statements at contract value as reported
to the Plan by Connecticut General. Contract value represents contributions made
under the contract, plus earnings, less losses, participant withdrawals and
administrative expenses. Participants may ordinarily direct the withdrawal or
transfer of all or a portion of their investment at contract value.
There are no reserves against contract value for credit risk of the contract
issuer or otherwise. The average yield and crediting interest rates were
approximately 4.95 percent and 4.85 percent for 2001 and 2000, respectively. The
crediting interest rate is based on a formula agreed upon with the issuer. Such
interest rates are reviewed on a quarterly basis for resetting.
NOTE 4. INCOME TAX STATUS
The Plan received its latest determination letter on October 14, 1999,
applicable for Plan amendments adopted on June 12, 1998, in which the Internal
Revenue Service (the "IRS") stated the Plan, as then designed, was in compliance
with the applicable requirements of the Internal Revenue Code. The Plan has been
subsequently amended; however, the Plan Administrator believes that the Plan is
designed and is currently being operated in compliance with the applicable
requirements of the IRS and that the Plan continues to be tax-exempt. Therefore,
no provision for income taxes has been included in the Plan's financial
statements.
6
GENERAL GROWTH MANAGEMENT SAVINGS
AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2001 AND 2000
NOTE 5. RISKS AND UNCERTAINTIES
The Plan provides for various investment options in any combination of mutual
funds, investments in collective trusts, interest in registered investment
companies and shares of common stock. The investments of the Plan are exposed to
various risks, such as interest rate, market and credit risks. Due to the level
of risk associated with certain investment securities and the level of
uncertainty related to changes in the value of investment securities, it is at
least reasonably possible that changes in risks in the near term would
materially affect participants' account balances and the amounts reported in the
statements of net assets available for benefits and the statement of changes in
net assets available for benefits.
NOTE 6. RELATED-PARTY TRANSACTIONS
The Plan invests in the common stock of the Plan Sponsor's Parent, General
Growth Properties, Inc.
Certain Plan investments are shares of mutual funds managed by CIGNA Corporation
subsidiaries. CG Trust Company is the trustee as defined by the Plan and a
wholly-owned subsidiary of CIGNA Corporation, and therefore, these transactions
qualify as party-in-interest transactions. Fees paid by the Plan to Cigna
Corporation subsidiaries for the investment management services amounted to
$10,080 for the year ended December 31, 2001.
7
GENERAL GROWTH MANAGEMENT SAVINGS
AND EMPLOYEE STOCK OWNERSHIP PLAN
SCHEDULE OF ASSETS (HELD AT END OF YEAR) AS OF
DECEMBER 31, 2001
FAIR
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT VALUE
------------------------------------------------------------------------------------------------------------------------------------
Mutual Funds:
Connecticut General Life Insurance Charter Guaranteed Income Fund $ 6,150,600
Connecticut General Life Insurance Times Square Bond Fund 2,888,130
Connecticut General Life Insurance CIGNA Lifetime 20 Fund * 431,752
Connecticut General Life Insurance CIGNA Lifetime 30 Fund * 472,506
Connecticut General Life Insurance CIGNA Lifetime 40 Fund * 2,351,859
Connecticut General Life Insurance CIGNA Lifetime 50 Fund * 1,321,723
Connecticut General Life Insurance CIGNA Lifetime 60 Fund * 397,651
Connecticut General Life Insurance Charter Large Company Stock-Index Fund 271,041
Connecticut General Life Insurance Charter Large Company Stock-Growth Fund 4,134,007
Connecticut General Life Insurance Charter Large Company Stock-Value I Fund 1,350,240
Connecticut General Life Insurance Charter Small Company Stock-Value I Fund 12,603,649
Connecticut General Life Insurance INVESCO Dynamics Account 11,099,280
Connecticut General Life Insurance Janus Worldwide Account 4,274,706
Connecticut General Life Insurance Wellington Management Mid Cap Value 195,090
National Financial Services General Growth Properties, Inc. - Common Stock 22,466,506
CIGNA direct:
Fiserve Securities Inc. Interest Bearing Money Market Account 210,721
Advanced Digital Information Corporate Stock - Common 802
Advanced Micro Devices Inc. Corporate Stock - Common 793
AOL Time Warner Inc. Corporate Stock - Common 27,285
Applied Materials Incorporated Corporate Stock - Common 34,085
Applied Micro Circuits Corporation Corporate Stock - Common 566
Apollo Group Corporate Stock - Common 45,010
Ariba Inc. Corporate Stock - Common 616
Atmel Corporation Corporate Stock - Common 13,266
Bed Bath & Beyond Inc. Corporate Stock - Common 50,850
Best Buy Co. Inc. Corporate Stock - Common 3,724
Cardinal Health Inc. Corporate Stock - Common 32,330
Centra Software Inc. Corporate Stock - Common 2,000
8
GENERAL GROWTH MANAGEMENT SAVINGS
AND EMPLOYEE STOCK OWNERSHIP PLAN
SCHEDULE OF ASSETS (HELD AT END OF YEAR) AS OF
DECEMBER 31, 2001
FAIR
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT VALUE
------------------------------------------------------------------------------------------------------------------------------------
Chico's FAS Inc. Corporate Stock - Common 31,760
Cisco System Inc. Corporate Stock - Common 7,969
CitiGroup Inc. Corporate Stock - Common 10,096
Costco Wholesale Corporation Corporate Stock - Common 13,314
CREE Inc. Corporate Stock - Common 1,473
EMC Corporation Corporate Stock - Common 672
Flextronics International Ltd. Corporate Stock - Common 1,200
Gasco Energy Inc. Corporate Stock - Common 875
General Electric Company Corporate Stock - Common 2,004
Home Depot Inc. Corporate Stock - Common 2,550
Hot Topic Inc. Corporate Stock - Common 1,570
Inhale Therapeutic Systems Corporate Stock - Common 927
Intel Corporation Corporate Stock - Common 9,435
Intelli Check Inc. Corporate Stock - Common 13,643
International Automated Systems Corporate Stock - Common 870
JDS Uniphase Corporation Corporate Stock - Common 434
Kohl's Corporation Corporate Stock - Common 3,522
Medtronic Incorporated Corporate Stock - Common 2,561
Mercury Computer Systems Inc. Corporate Stock - Common 1,956
Motorola Incorporated Corporate Stock - Common 751
Network Appliance Inc. Corporate Stock - Common 1,094
Nortel Networks Corp Corporate Stock - Common 284
Oracle Corporation Corporate Stock - Common 7,319
Philip Morris Companies, Inc. Corporate Stock - Common 36,680
Portal Software Inc. Corporate Stock - Common 104
QLogic Corporation Corporate Stock - Common 2,225
Redback Networks Inc. Corporate Stock - Common 197
Riverstone Networks Inc. Corporate Stock - Common 830
Salton Inc. Corporate Stock - Common 944
Sanmina SCI Corporation Corporate Stock - Common 995
SAP A. G. Sponsored ADR 5 PAR Corporate Stock - Common 1,597
Shaw Group Corporate Stock - Common 23,500
9
GENERAL GROWTH MANAGEMENT SAVINGS
AND EMPLOYEE STOCK OWNERSHIP PLAN
SCHEDULE OF ASSETS (HELD AT END OF YEAR) AS OF
DECEMBER 31, 2001
FAIR
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT VALUE
------------------------------------------------------------------------------------------------------------------------------------
Shopko Stores Corporate Stock - Common 475
Sidware Systems Inc. Corporate Stock - Common 296
Sun Microsystems Inc. Corporate Stock - Common 1,230
Take Two Interactive Software Corporate Stock - Common 1,617
Taro Pharmaceutical Inds. Ltd. Corporate Stock - Common 47,940
Transwitch Corporation Corporate Stock - Common 225
Triquint Semiconductor Inc. Corporate Stock - Common 2,231
Tyco International Ltd. Corporate Stock - Common 2,945
Vitesse Semiconductor Inc Corporate Stock - Common 621
Heartland Value Plus Fund Value of Interest in Registered Investment 10,545
Oakmark Fund Value of Interest in Registered Investment 10,270
Royce Micro-Cap Fund Value of Interest in Registered Investment 45,067
T. Rowe Price Mid-Cap Value Value of Interest in Registered Investment 10,279
Vanguard GNMA Portfolio Value of Interest in Registered Investment 345,982
----------
Subtotal 71,493,862
Outstanding Participant loans Participant loans, 5.75% to 10.5%, maturing between
2002 and 2020 1,990,413
----------
$ 73,484,275
==========
Note: Cost information is not required for participant-directed investments.
* Sponsored by a party-in-interest
10
GENERAL GROWTH MANAGEMENT SAVINGS
AND EMPLOYEE STOCK OWNERSHIP PLAN
SCHEDULE OF ASSETS BOTH ACQUIRED
AND DISPOSED WITHIN THE PLAN YEAR
ENDED DECEMBER 31, 2001
PROCEEDS OF
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT DISPOSITIONS
------------------------------------------------------------------------------------------------------------------------------------
Acacia Research Corporation Corporate Stock - Common 2,964
Argosy Gaming Corporation Corporate Stock - Common 5,169
Ascential Software Corporation Corporate Stock - Common 5,039
Aspen Technology Inc. Corporate Stock - Common 4,155
Atrix Labs Inc. Corporate Stock - Common 5,087
Barr Labs Inc. Corporate Stock - Common 51,156
Berger Small Company Growth Value of Interest in Registered Investment 8,097
Biogen Inc. Corporate Stock - Common 33,538
Boeing Company Corporate Stock - Common 27,929
Boston Scientific Corporation Corporate Stock - Common 7,001
Broadcom Corporation CL A Corporate Stock - Common 16,997
Caremark Rx Inc. Corporate Stock - Common 248
Clear Channel Communications Corporate Stock - Common 12,745
Clorox Company Corporate Stock - Common 7,129
Coca Cola Company Corporate Stock - Common 26,837
Copart Inc. Corporate Stock - Common 23,825
Cytoclonal Pharmaceutics Inc. Corporate Stock - Common 3,689
Dell Computer Inc. Corporate Stock - Common 11,462
Dow Jones & Company Corporate Stock - Common 11,231
Duke Energy Corporation Corporate Stock - Common 3,844
Emmis Communications Corporation Corporate Stock - Common 5,829
Enterprise Prods Partners L.P. Corporate Stock - Common 18,408
F5 Networks Inc. Corporate Stock - Common 3,175
Fidelity Select Brokerage Value of Interest in Registered Investment 43,300
General Mills Incorporated Corporate Stock - Common 8,643
General Motors Corporation Corporate Stock - Common 12,557
Geron Corporation Corporate Stock - Common 5,129
Homestake Mining Company Corporate Stock - Common 1,434
12 Technologies Inc. Corporate Stock - Common 5,169
11
GENERAL GROWTH MANAGEMENT SAVINGS
AND EMPLOYEE STOCK OWNERSHIP PLAN
SCHEDULE OF ASSETS BOTH ACQUIRED
AND DISPOSED WITHIN THE PLAN YEAR
ENDED DECEMBER 31, 2001
PROCEEDS OF
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT DISPOSITIONS
------------------------------------------------------------------------------------------------------------------------------------
Informix Inc. Corporate Stock - Common 0
Innodata Corporation Com New Corporate Stock - Common 9,034
Intuit Inc. Corporate Stock - Common 6,773
Invesco Equity Income Fund Value of Interest in Registered Investment 9,037
J.P. Morgan U.S. Small Company Value of Interest in Registered Investment 8,257
Level 3 Communications Inc. Corporate Stock - Common 1,825
McLeodUSA Inc CL A Corporate Stock - Common 2,951
Mellon Financial Corp. Corporate Stock - Common 18,289
Merck & Company Incorporated Corporate Stock - Common 26,513
Neuberger & Berman Focus Fund Value of Interest in Registered Investment 12,610
Newmont Mining Corporation Corporate Stock - Common 4,041
Nokia Corp. Sponsored ADR Corporate Stock - Common 5,919
Norfolk Southern Corporation Corporate Stock - Common 3,911
North American Scientific Inc. Corporate Stock - Common 4,391
Palm Inc. Corporate Stock - Common 1,333
PepsiCo Inc Corporate Stock - Common 9,269
Pharmaceutical Product Corporate Stock - Common 26,729
Placer Dome Inc. Corporate Stock - Common 2,287
Rational Software Corporation Corporate Stock - Common 4,475
SAFECO Growth Opportunities Value of Interest in Registered Investment 5,031
Sawtek Inc. Corporate Stock - Common 0
Southern Company Corporate Stock - Common 2,371
Suncor Energy Inc. Corporate Stock - Common 2,984
T Rowe Price Small-Cap Value Value of Interest in Registered Investment 59,678
TALX Corporation Corporate Stock - Common 10,894
Ultimate Electrs Inc Corporate Stock - Common 3,713
Yahoo Inc. Corporate Stock - Common 3,763
Other 6,401
-----------
$ 624,265
===========
12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized on this 25th day of June, 2002.
GENERAL GROWTH MANAGEMENT SAVINGS
AND EMPLOYEE STOCK OWNERSHIP PLAN
By: General Growth Management, Inc.,
as Administrator
By: /s/ ROBERT A. MICHAELS
------------------------------
Robert A. Michaels
Its: President
13
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
------- -----------
23.1 Consent of Deloitte & Touche LLP
14