As filed with the Securities and Exchange Commission on June 26, 2003 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, 2002 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 EXHIBITS (a) Financial Statements INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS: Statements of net assets available for benefits as of December 31, 2002 and 2001 2 Statement of changes in net assets available for benefits for the year ended December 31, 2002 3 Notes to financial statements 4-7 SUPPLEMENTAL SCHEDULES: Schedule of assets (held at the end of year) 8-11 as of December 31, 2002 Schedule of assets both acquired and disposed 12 within the plan year ended December 31, 2002 (b) Exhibits 23.1 Consent of Deloitte & Touche LLP 15 99.1 Section 906 Sarbanes-Oxley certification 16 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, 2002 and 2001 and the related statement of changes in net assets available for benefits for the year ended December 31, 2002. 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, 2002 and 2001, and the changes in net assets available for benefits for the year ended December 31, 2002 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 the end of year) as of December 31, 2002 and (2) assets both acquired and disposed within the plan year ended December 31, 2002 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 2002 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. Deloitte & Touche LLP Chicago, Illinois June 13, 2003 1 GENERAL GROWTH MANAGEMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 2002 AND 2001 2002 2001 ---- ---- ASSETS: Participant-directed investments-at fair value: $83,249,751 $73,484,275 Receivables: Employer contributions 1,067,602 811,981 Participant contributions 4,752 184,436 ----------- ----------- Total Receivables 1,072,354 996,417 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $84,322,105 $74,480,692 =========== =========== 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, 2002 ADDITIONS: Interest and dividend income $ 1,984,052 Contributions: Participants 6,099,142 Employer 4,210,688 Rollover deposits 578,791 ------------- Total contributions 10,888,621 Transfers in by merger 6,344,412 ------------- Total additions 19,217,085 DEDUCTIONS: Benefit payments 7,741,158 Net depreciation in fair value of investments 1,596,824 Administrative expenses 37,690 ------------- Total deductions 9,375,672 ------------- NET INCREASE IN PLAN ASSETS 9,841,413 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 74,480,692 ------------- End of year $ 84,322,105 ============= 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, 2002 AND 2001 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: 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 GGP Limited Partnership, of which the Company is a wholly-owned subsidiary (collectively, the "Employers"), who have completed one month of service and attained age twenty-one. Certain individuals at locations managed by the Employers are either (i) employees of companies not owned or controlled by the Employers or (ii) are covered by other qualified plans and therefore are not eligible to participate in this Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA") and the financial statements and schedules presented have been prepared in accordance with the financial reporting requirements of ERISA. On May 28, 2002 and July 10, 2002, respectively, GGP Limited Partnership acquired Victoria Ward, Limited and JP Realty, Inc. At the time of such acquisitions, the employees of the acquired companies became employees of the Employers, as defined above. Effective December 31, 2002, the Plan was amended to allow the full participation of such employees in the Plan. Such amendment also resulted in the merger into the Plan of the former plans covering such employees (the "Former Plans"). As a result of this merger, the Former Plans ceased to exist as independent plans as of December 31, 2002. A total of $6,344,412 was transferred into the Plan assets as of December 31, 2002, representing the assets of the Former Plans covering such employees. The accompanying financial statements reflect as of December 31, 2002 the combined and integrated assets of the Former Plans into the Plan. 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 2002, a participant's before-tax contribution was generally limited to $11,000. Also for 2002, participants age 50 and over were eligible to contribute a before-tax catch-up contribution of up to $1,000. 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. As a result of the merger described above, certain amounts relating to the former Victoria Ward, Limited employees are held at December 31, 2002 in Bank of Hawaii mutual funds. Such amounts were transferred in 2003 to investment funds administered by the Trustee. Each participant designates which investment option or combination of options in which their contributions and the Company's matching contributions are to be invested. 4 GENERAL GROWTH MANAGEMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2002 AND 2001 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. VESTING: Participants are fully vested at all times in all amounts other than the amounts arising from the matching contributions contributed by the Employers prior to January 1, 1998 and the earnings or losses thereon. The Employers' matching amounts 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. These estimates and assumptions 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. For example, significant estimates and assumptions have been made with respect to the valuations of certain investments for which cost is deemed to approximate fair value and with respect to the recoverable amount of certain receivables. 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. 5 GENERAL GROWTH MANAGEMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2002 AND 2001 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. 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, 2002 and 2001: DESCRIPTION OF INVESTMENT 2002 2001 ---------- ---------- Charter Guaranteed Income Fund $8,681,098 $6,150,600 Times Square Bond Fund 5,187,590 2,888,130 Charter Large Company Stock-Growth Fund - 4,134,007 Charter Small Company Stock-Value I Fund - 12,603,649 Small Cap Value Fund/Berger(R) 11,424,942 - INVESCO Dynamics Account 5,670,985 11,099,280 Janus Worldwide Account 4,045,606 4,274,706 General Growth Properties, Inc. Common Stock 29,607,803 22,466,506 During 2002, the Plan's investments (net gains and losses on investments bought and sold as well as held during the year) declined in value by $1,596,824 as follows: Mutual funds, investment in collective trusts, registered investment companies, net $ (9,212,933) Common stock, net 7,616,109 ------------- $ (1,596,824) ============= 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 and 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. 6 GENERAL GROWTH MANAGEMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2002 AND 2001 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 4.87 percent and 4.95 percent for 2002 and 2001, 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 June 18, 2002, applicable for Plan amendments adopted on February 21, 2002, 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. 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 GGPI. 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 $12,120 for the year ended December 31, 2002. 7 GENERAL GROWTH MANAGEMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2002 AND 2001 SCHEDULE OF ASSETS (HELD AT END OF YEAR) AS OF DECEMBER 31, 2002 FAIR IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT VALUE ------------------------------------------------------------------------------------------------------------------ Mutual Funds: CIGNA Funds: Connecticut General Life Insurance Charter Guaranteed Income Fund $ 8,681,098 Connecticut General Life Insurance Times Square Bond Fund 5,187,590 Connecticut General Life Insurance CIGNA Lifetime 20 Fund * 461,509 Connecticut General Life Insurance CIGNA Lifetime 30 Fund * 608,077 Connecticut General Life Insurance CIGNA Lifetime 40 Fund * 3,944,805 Connecticut General Life Insurance CIGNA Lifetime 50 Fund * 371,223 Connecticut General Life Insurance CIGNA Lifetime 60 Fund * 157,187 Connecticut General Life Insurance S&P 500(R) Index 1,448,320 Connecticut General Life Insurance Large Cap Growth/Goldman Sachs 3,951,887 Connecticut General Life Insurance Large Cap Value/John A. Levin 2,234,300 Connecticut General Life Insurance Small Cap Value/Berger(R) 11,424,942 Connecticut General Life Insurance INVESCO Dynamics Account 5,670,985 Connecticut General Life Insurance Janus Worldwide Account 4,045,606 Connecticut General Life Insurance Wellington Management Mid Cap Value 1,846,739 Connecticut General Life Insurance Cash Transaction Account (GST) 3,753 CIGNA Financial Services General Growth Properties, Inc. - Common Stock 29,607,803 Bank of Hawaii Funds: Bank of Hawaii Aggressive Profile 135,242 Bank of Hawaii Growth Profile 52,202 Bank of Hawaii Balanced Profile 70,640 Bank of Hawaii Conservative Profile 33,855 Bank of Hawaii Defensive Profile 7,766 Bank of Hawaii Stable Value Profile 9,290 8 GENERAL GROWTH MANAGEMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2002 AND 2001 SCHEDULE OF ASSETS (HELD AT END OF YEAR) AS OF DECEMBER 31, 2002 FAIR IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT VALUE --------------------------------------------------------------------------------------------------------------- CIGNA direct: Fiserve Securities Inc. Interest Bearing Money Market Account 377,080 Arco Chem Co. Corporate Debt Instr. - Preferred 7,900 AT&T Corp. Corporate Debt Instr. - Preferred 10,959 Borden Inc. Corporate Debt Instr. - Preferred 7,560 Advanced Digital Information Corp. Corporate Stock - Common 335 Advanced Micro Devices Inc. Corporate Stock - Common 323 Agere Systems Inc. Corporate Stock - Common (Class B) 55 Agere Systems Inc. Corporate Stock - Common (Class A) 1 AOL Time Warner Inc. Corporate Stock - Common 655 Applied Materials Incorporated Corporate Stock - Common 1,303 Applied Micro Circuits Corporation Corporate Stock - Common 184 Ariba Inc. Corporate Stock - Common 248 Bed Bath & Beyond Inc. Corporate Stock - Common 13,812 Best Buy Co. Inc. Corporate Stock - Common 3,309 Centra Software Inc. Corporate Stock - Common 250 Chico's FAS Inc. Corporate Stock - Common 52,948 Cisco Systems Inc. Corporate Stock - Common 655 Copart Inc. Corporate Stock - Common 33,152 Covad Communications Group Inc. Corporate Stock - Common 4,700 Cree Inc. Corporate Stock - Common 818 D.R. Horton Inc. Corporate Stock - Common 17,350 EMC Corporation Corporate Stock - Common 307 Fannie Mae Corporate Stock - Common 2,895 Flextronics International Ltd. Corporate Stock - Common 409 General Electric Company Corporate Stock - Common 1,217 9 GENERAL GROWTH MANAGEMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2002 AND 2001 SCHEDULE OF ASSETS (HELD AT END OF YEAR) AS OF DECEMBER 31, 2002 FAIR IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT VALUE --------------------------------------------------------------------------------------------------------------- Harley Davidson Inc. Corporate Stock - Common 4,620 Home Depot Inc. Corporate Stock - Common 1,201 Hot Topic Inc. Corporate Stock - Common 1,716 Inhale Therapeutic Systems, Inc. Corporate Stock - Common 404 Intelli Check Inc. Corporate Stock - Common 5,175 International Automated Systems, Inc. Corporate Stock - Common 290 JDS Uniphase Corporation Corporate Stock - Common 123 Johnson & Johnson Inc. Corporate Stock - Common 5,371 Knowledgemax Inc. Corporate Stock - Common 14 Kohl's Corporation Corporate Stock - Common 2,797 Lowe's Cos Incorporated Corporate Stock - Common 3,750 Lucent Technologies Inc. Corporate Stock - Common 189 Medtronic Incorporated Corporate Stock - Common 2,280 Mercury Computer Systems Inc. Corporate Stock - Common 1,526 Motorola Incorporated Corporate Stock - Common 433 NASDAQ 100 TR Unit Ser 1 Corporate Stock - Common 9,797 Network Appliance Inc. Corporate Stock - Common 500 Oracle Corporation Corporate Stock - Common 540 Pharmaceutical Product Corporate Stock - Common 52,686 Development Inc. Philip Morris Companies, Inc. Corporate Stock - Common 10,133 Polymedica Corporation Corporate Stock - Common 3,084 Portal Software Inc. Corporate Stock - Common 40 QLogic Corporation Corporate Stock - Common 1,726 Redback Networks Inc. Corporate Stock - Common 42 Riverstone Networks Inc. Corporate Stock - Common 106 Royal Dutch Pete Company Corporate Stock - Common 20,029 10 GENERAL GROWTH MANAGEMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2002 AND 2001 SCHEDULE OF ASSETS (HELD AT END OF YEAR) AS OF DECEMBER 31, 2002 FAIR IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT VALUE ----------------------------------------------------------------------------------------------------------------- Salton Inc. Corporate Stock - Common 481 Sanmina-SCI Corporation Corporate Stock - Common 225 SAP A. G. Sponsored ADR 5 PAR Corporate Stock - Common 975 TranSwitch Corporation Corporate Stock - Common 35 TriQuint Semiconductor Inc. Corporate Stock - Common 772 Vitesse Semiconductor Corporation Corporate Stock - Common 109 WorldCom Inc. GA New Corporate Stock - Common 775 Wyeth Corporate Stock - Common 5,610 Dodge & Cox Stock Fund Value of Interest in Registered Investment 8,594 Heartland Value Plus Fund Value of Interest in Registered Investment 10,125 Oakmark Fund Value of Interest in Registered Investment 8,791 T. Rowe Price Mid-Cap Value Value of Interest in Registered Investment 9,521 Vanguard GNMA Portfolio Value of Interest in Registered Investment 395,012 ------------ Subtotal 81,062,841 Outstanding Participant loans Participant loans, 5.25% to 11%, maturing between 2003 and 2020 2,186,910 ------------ $ 83,249,751 ============ Note: Cost information is not required for participant-directed investments. * Sponsored by a party-in-interest 11 GENERAL GROWTH MANAGEMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2002 AND 2001 SCHEDULE OF ASSETS BOTH ACQUIRED AND DISPOSED WITHIN THE PLAN YEAR ENDED DECEMBER 31, 2002 PROCEEDS OF IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT DISPOSITIONS --------------------------------------------------------------------------------------------------------------- Activision, Inc. New Corporate Stock - Common $ 23,756 Apollo Group, Inc. CL A Corporate Stock - Common 51,087 Atmel Corporation Corporate Stock - Common 13,020 Bell Microproducts, Inc. Corporate Stock - Common 3,029 BMC Software, Inc. Corporate Stock - Common 18,860 Brown & Brown, Inc. Corporate Stock - Common 29,579 Check Point Software Technologies, Ltd. Corporate Stock - Common 19,975 Duke Energy Corporation Corporate Stock - Common 2,005 Gemstar TV Guide Intl. Inc. Corporate Stock - Common 3,009 Genesis Microchip Inc. Del Corporate Stock - Common 13,018 Internet Security Systems, Inc. Corporate Stock - Common 17,150 Intersil Corporation Corporate Stock - Common 21,385 LSI Logic Corporation Corporate Stock - Common 16,010 The Medicines Company Corporate Stock - Common 1,370 Penn National Gaming, Inc. Corporate Stock - Common 30,511 Rudolph Technologies, Inc. Corporate Stock - Common 20,755 Scholastic Corporation Corporate Stock - Common 3,340 SEI Investment Co. Corporate Stock - Common 15,530 Shaw Group, Inc. Corporate Stock - Common 21,470 Travelers Property Casualty Corp. New Corporate Stock - Common 84 Travelers Property Casualty Corporate Stock - Common 217 Invesco Gold & Precious Metals Value of Interest in Registered Investment 35,343 ----------- $ 360,503 =========== 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 26th day of June, 2003. 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 99.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 -- Robert Michaels 14