<PAGE>
The Exhibit Index is on page 8
As filed with the Securities and Exchange Commission on October 28, 1994
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
----------------------
THE ROUSE COMPANY
(Exact name of issuer as specified in its charter)
Maryland 52-0735512
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10275 Little Patuxent Parkway
Columbia, Maryland 21044-3456
(Address of principal executive offices) (Zip Code)
--------------------
THE ROUSE COMPANY
1990 STOCK OPTION PLAN
(Full title of the plan)
--------------------
RICHARD G. McCAULEY, Esquire
Senior Vice-President, General
Counsel and Secretary
The Rouse Company
10275 Little Patuxent Parkway
Columbia, Maryland 21044-3456
(410) 992-6400
(Name, address and telephone number,
including area code, of agent for service)
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
Title of Amount Proposed maxi- Proposed maxi- Amount of
securities to to be mum offering mum aggregate registration
be registered registered price per share offering price fee
- ------------------ ---------- ---------------- --------------- -------------
<S> <C> <C> <C> <C>
Common Stock
(par value
$0.01 per share) 1,500,000 $18.6875* $28,031,250* $9,666*
================================================================================
</TABLE>
(*) Pursuant to Rule 457(h)(1) and (c), the proposed maximum offering price per
share, proposed maximum aggregate offering price and the amount of
registration fee are based upon the average of the high and low sale price
of the Common Stock on the National Association of Securities Dealers
Automated Quotation (NASDAQ) National Market System on October 26, 1994.
================================================================================
<PAGE>
THE ROUSE COMPANY
1990 STOCK OPTION PLAN
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Not required to be included in the Form S-8 pursuant to Note to Part I of
Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
----------------------------------------
The following documents which have been filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1993;
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1994
and June 30, 1994 and all other reports filed pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act")
since the end of the fiscal year covered by the registration document
referred to in (a) above; and
(c) Description of Common Stock of the Registrant contained or
incorporated in the Registration Statements filed by the Registrant
under the Exchange Act, including any amendments or reports filed for
the purpose of updating such description.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part of the Registration Statement from the date of filing of such
document.
ITEM 4. DESCRIPTION OF SECURITIES.
--------------------------
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
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<PAGE>
Certain legal matters in connection with the issuance of the Common Stock
offered by this Registration Statement are being passed upon for the Company by
Richard G. McCauley, Esquire, who is Senior Vice-President, General Counsel and
Secretary of the Company. As of October 28, 1994, Mr. McCauley was the direct
owner of 107,910 shares of the Company's Common Stock (excluding shares of the
Company's Common Stock held in his account under the Company's 401(k) Savings
Plan), certain family members owned 21,295 shares (as to which shares he
disclaims beneficial ownership) and he held options to purchase 112,500 shares,
of which options to purchase 39,500 shares were presently exercisable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
The Charter and Bylaws of the Registrant provide for limitation of
liability and indemnification of directors and officers. Article SEVENTH (f) of
the Charter provides for limitation of liability of directors and officers of
the Registrant as follows:
"To the fullest extent permitted by Maryland statutory or decisional
law, as amended or interpreted, no director or officer of this
Corporation shall be personally liable to the Corporation or its
stockholders for money damages. No amendment of the charter of the
Corporation or repeal of any of its provisions shall limit or
eliminate the benefits provided to directors and officers under this
provision with respect to any act or omission which occurred prior to
such amendment or repeal."
Article IX of the Bylaws of the Company provides that directors and
officers of the Company shall be indemnified by the Company to the fullest
extent permitted by Maryland law as now or hereafter in force, including the
advance of related expenses. If any determination is required under applicable
law as to whether a director or officer is entitled to indemnification, such
determination shall be made by independent legal counsel retained by the Company
and appointed by either the Board of Directors or the Chief Executive Officer.
Under Section 2-418 of the Corporations and Associations Article of the
Annotated Code of Maryland, a corporation may indemnify any director made a
party to a proceeding by reason of service in that capacity unless it is
established that: (1) the act or omission of the director was material to the
matter giving rise to the proceeding and either (i) was committed in bad faith
or (ii) was the result of active and deliberate dishonesty, or (2) the director
actually received an improper personal benefit in money, property or services,
or (3) in the case of any criminal proceeding, the director had reasonable cause
to believe that the act or omission was unlawful. To the extent that a director
has been successful in the defense of any proceeding, he or she also shall be
indemnified against reasonable expenses incurred in connection therewith. A
Maryland corporation may indemnify its
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<PAGE>
officers to the same extent as its directors and to such further extent as is
consistent with law.
As permitted under Section 2-418(k) of the Corporations and Associations
Article of the Annotated Code of Maryland, the Company has purchased and
maintains insurance on behalf of its directors and officers against any
liability asserted against such directors and officers in their capacities as
such whether or not the Company would have the power to indemnify such persons
under the provisions of the Maryland law governing indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
------------------------------------
Not applicable.
ITEM 8. EXHIBITS.
--------
Exhibit
Number Description
- ------- -----------
5 Opinion of Richard G. McCauley, Esquire (contains Consent of
Counsel).
23.1 Consent of Counsel (contained in Exhibit 5).
23.2 Consent of Independent Certified Public Accountants.
23.3 Consent of Independent Real Estate Consultants.
24 Power of Attorney.
ITEM 9. UNDERTAKINGS.
------------
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement;
and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement.
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<PAGE>
Paragraphs (1)(i) and (1)(ii) do not apply if the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
----
fide offering thereof.
- ----
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
----
fide offering thereof.
- ----
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Columbia, Maryland on this 28th day of October, 1994.
THE ROUSE COMPANY
By:/s/ Mathias J. DeVito
---------------------------
Mathias J. DeVito
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Principal Executive Officers:
/s/ Mathias J. DeVito Chairman of the Date: October 28, 1994
- ---------------------
Mathias J. DeVito Board and Chief
Executive Officer
/s/ Anthony W. Deering President and Date: October 28, 1994
- ----------------------
Anthony W. Deering Chief Operating
Officer
Principal Financial Officer:
/s/ Jeffrey H. Donahue Senior Vice- Date: October 28, 1994
- ----------------------
Jeffrey H. Donahue President and
Chief Financial
Officer
Principal Accounting Officer:
/s/ George L. Yungmann Senior Vice- Date: October 28, 1994
- ----------------------
George L. Yungmann President and
Controller
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<PAGE>
A MAJORITY OF THE BOARD OF DIRECTORS
David H. Benson, Jeremiah E. Casey, Anthony W. Deering, Rohit M. Desai, Mathias
J. DeVito, Juanita T. James, Thomas J. McHugh, Hanne M. Merriman and Alexander
B. Trowbridge
/s/ Mathias J. DeVito For himself and as October 28, 1994
- -----------------------
Mathias J. DeVito Attorney-in-Fact for
the above-named members
of the Board of
Directors
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<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description Page
- ------- ----------- ----
<S> <C> <C>
5 Opinion of Richard G. McCauley, Esquire
(contains Consent of Counsel). 9
23.1 Consent of Counsel (contained in Exhibit 5). 9
23.2 Consent of Independent Certified Public
Accountants. 11
23.3 Consent of Independent Real Estate Consultants. 12
24 Power of Attorney. 13
</TABLE>
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<PAGE>
EXHIBITS 5 & 23.1
October 28, 1994
The Rouse Company
10275 Little Patuxent Parkway
Columbia, Maryland 21044
Ladies and Gentlemen:
In my capacity as Senior Vice-President, General Counsel and Secretary of
The Rouse Company (the "Company"), I have acted as counsel for the Company in
connection with the preparation and filing with the Securities and Exchange
Commission of a registration statement on Form S-8 (the "Registration
Statement") registering 1,500,000 shares of Common Stock, par value $0.01 per
share, of the Company (the "Common Stock") for issuance pursuant to The Rouse
Company 1990 Stock Option Plan (the "Plan").
In that capacity, I have examined the originals, or certified, conformed or
reproduction copies, of (i) the Articles of Incorporation of the Company, as
amended and restated, and the Bylaws of the Company, as amended, (ii) the
corporate proceedings authorizing the issuance of the Common Stock pursuant to
the Plan, (iii) the Plan and (iv) all other corporate proceedings, records,
agreements, instruments and documents as I have deemed relevant or necessary as
the basis for the opinions hereinafter expressed. In connection therewith, I
have assumed the genuineness of all signatures on original or certified copies
and the conformity to original or certified copies of all copies submitted to me
as conformed or reproduction copies. As to various questions of fact relevant to
such opinions, I have relied upon certificates and statements of public
officials and officers or representatives of the Company and others.
Based on the foregoing, and subject to the limitations set forth
herein, I am of the opinion that:
1. The Company has been duly incorporated and is a validly existing
corporation in good standing under the laws of the State of
Maryland.
2. Upon the issuance of shares of Common Stock pursuant to the Plan,
such shares will be validly issued, fully paid and nonassessable.
The opinions expressed herein are limited to the laws of the State of
Maryland.
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<PAGE>
Page 2
October 28, 1994
The Rouse Company
I hereby consent to the use of this opinion and my name in connection with
the Registration Statement filed with the Securities and Exchange Commission to
register the shares of Common Stock to be offered as aforesaid.
Very truly yours,
Richard G. McCauley
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<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
The Board of Directors
The Rouse Company:
We consent to the use of our report incorporated herein by reference.
KPMG PEAT MARWICK LLP
Baltimore, Maryland
October 28, 1994
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<PAGE>
EXHIBIT 23.3
LANDAUER ASSOCIATES, INC.
666 Fifth Avenue
New York, New York 10103
CONSENT OF INDEPENDENT REAL ESTATE CONSULTANTS
----------------------------------------------
The Board of Directors of The Rouse Company
We consent to the incorporation by reference in the Registration Statement
on Form S-8 relating to The Rouse Company 1990 Stock Option Plan of The Rouse
Company (the "Company") of our report dated February 23, 1994, on our
concurrence with the Company's estimates of the market value of its equity and
other interests in certain real property owned and/or managed by the Company and
its subsidiaries as of December 31, 1992 and 1993, which report appears on page
21 of the 1993 Annual Report to Shareholders that is incorporated by reference
in the Annual Report on Form 10-K of the Company for the year ended December 31,
1993.
LANDAUER ASSOCIATES, INC.
New York, New York
October 28, 1994
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<PAGE>
EXHIBIT 24
THE ROUSE COMPANY
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors
of THE ROUSE COMPANY, a Maryland corporation (the "Company"), hereby constitute
and appoint MATHIAS J. DeVITO, RICHARD G. McCAULEY and ANTHONY W. DEERING, or
any of them, the true and lawful agents and attorneys-in-fact of the undersigned
with full power and authority in any of said agents and attorneys-in-fact to
sign for the undersigned and in their respective names as directors of the
Company a Registration Statement or Statements of the Company on Form S-8 and
Form S-3, or any successor or alternative Forms, and any and all amendments or
supplements thereto, to be filed from time to time with the Securities and
Exchange Commission, Washington, D.C., under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, relating to The
Rouse Company 1994 Stock Incentive Plan, The Rouse Company 1990 Stock Option
Plan, The Rouse Company 1990 Stock Bonus Plan, The Rouse Company 1985 Stock
Option Plan, The Rouse Company 1985 Stock Bonus Plan, or The Rouse Company
Savings Plan, as any of the Plans referred to above may be amended from time to
time, and any Common Stock of the Company to be offered or
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<PAGE>
sold pursuant to such Plans, hereby ratifying and confirming all acts taken
by such agents and attorneys-in-fact, as herein authorized.
Dated: September 22, 1994
/s/ David H. Benson (SEAL)
----------------------------
David H. Benson
/s/ Jeremiah E. Casey (SEAL)
----------------------------
Jeremiah E. Casey
/s/ Anthony W. Deering (SEAL)
----------------------------
Anthony W. Deering
/s/ Rohit M. Desai (SEAL)
----------------------------
Rohit M. Desai
/s/ Mathias J. DeVito (SEAL)
----------------------------
Mathias J. DeVito
/s/ Juanita T. James (SEAL)
----------------------------
Juanita T. James
/s/ Thomas J. McHugh (SEAL)
----------------------------
Thomas J. McHugh
/s/ Hanne M. Merriman (SEAL)
----------------------------
Hanne M. Merriman
/s/ Alexander B. Trowbridge (SEAL)
----------------------------
Alexander B. Trowbridge
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