<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
1994 STOCK INCENTIVE 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) 2,250,000 $18.6875* $42,046,875* $14,498*
================================================================================
</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
1994 STOCK INCENTIVE PLAN
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Not required to be included in the Form S-8 pursuant to the 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.
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<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
---------------------------------------
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
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<PAGE>
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 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
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<PAGE>
(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.
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>
-8-
<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 2,250,000 shares of Common
Stock, par value $0.01 per share, of the Company (the "Common Stock") for
issuance pursuant to The Rouse Company 1994 Stock Incentive 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 1994 Stock Incentive
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 2
October 28, 1994
The Rouse Company
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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