As filed with the Securities and Exchange Commission on October 13, 1995
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
ROUSE CAPITAL
(Exact name of registrant as specified in its charter)
Delaware Applied For
(State of incorporation or (I.R.S. Employer
organization) Identification No.)
c/o The Rouse Company
10275 Little Patuxent Parkway
Columbia, Maryland 21044-3456
(Address of principal executive (Zip Code)
offices)
THE ROUSE COMPANY
(Exact name of registrant as specified in its charter)
Maryland 52-0735512
(State of incorporation or (I.R.S. Employer
organization) Identification No.)
10275 Little Patuxent Parkway
Columbia, Maryland 21044-3456
(Address of principal executive (Zip Code)
offices)
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
to be so registered which each class is to
be registered
Rouse Capital New York Stock Exchange
__% Cumulative Quarterly Income
Preferred Securities
(and the Guarantee by The Rouse
Company with respect thereto)
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box. [ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A.(c)(2),
please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Exhibit Index Located at Page 2
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Item 1. Description of the Registrants' Securities to be
Registered.
The __% Cumulative Quarterly Income Preferred
Securities (the "Preferred Securities") of Rouse Capital, a
statutory business trust created under the laws of Delaware,
registered hereby represent undivided beneficial interests in the
assets of Rouse Capital and are guaranteed by The Rouse Company,
a Maryland corporation ("Rouse," and together with Rouse Capital,
the "Registrants"), to the extent set forth in the form of
Guarantee by Rouse and The First National Bank of Chicago, as
Guarantee Trustee, which is incorporated herein by reference to
Exhibit 4.6 to the Registration Statement on Form S-3
(Registration Nos. 33-63279 and 33-63279-01) of the Registrants
(the "Registration Statement"), filed with the Securities and
Exchange Commission (the "SEC") on October 6, 1995. The particular
terms of the Preferred Securities and the Guarantee are described
in the preliminary prospectus (the "Prospectus") which forms a part
of the Registration Statement. The Prospectus and the form of
Guarantee are incorporated by reference herein as set forth in
Item 2 below. Such Prospectus as may hereafter be amended and
filed as part of an amendment to the Registration Statement or
otherwise pursuant to Rule 424(b) is hereby incorporated by
reference.
Item 2. Exhibits.
The securities described herein are to be registered on
the New York Stock Exchange, on which no other securities of
either of the Registrants are registered. Rouse has applied to
register its Common Stock, par value $.01 per share, and its
Series A Convertible Preferred Stock, par value $.01 per share,
on the New York Stock Exchange. Accordingly, except as otherwise
indicated, the following exhibits required in accordance with
Part II to the Instructions as to exhibits on Form 8-A have been
or will be duly filed with the New York Stock Exchange.
1. Preliminary Prospectus pertaining to the offer and sale
of the Preferred Securities, which forms a part of, and
is incorporated by reference to, the Registration
Statement.
2. Certificate of Trust of Rouse Capital (incorporated by
reference to Exhibit 4.1 to the Registration
Statement).
3. Form of Amended and Restated Trust Agreement
(incorporated by reference to Exhibit 4.2 to the
Registration Statement).
4. Form of Preferred Security (incorporated by reference
to Exhibit 4.4 to the Registration Statement).
5. Form of Guarantee between Rouse, as Guarantor, and The
First National Bank of Chicago, as Guarantee Trustee
(incorporated by reference to Exhibit 4.6 to the
Registration Statement).
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6. Form of Indenture between Rouse and The First National
Bank of Chicago, as Debenture Trustee (incorporated by
reference to Exhibit 4.3 to the Registration
Statement).
7. Form of Junior Subordinated Debenture (incorporated by
reference to Exhibit 4.5 to the Registration
Statement).
<PAGE>
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SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, as amended, the Registrant
has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereto duly authorized.
Date: October 13, 1995
ROUSE CAPITAL
By: The Rouse Company, as Depositor
By: /s/ Jeffrey H. Donahue
Name: Jeffrey H. Donahue
Title: Senior Vice President and Chief
Financial Officer
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SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, as amended, the Registrant
has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereto duly authorized.
Date: October 13, 1995
THE ROUSE COMPANY
By: /s/ Anthony W. Deering
Name: Anthony W. Deering
Title: President, Chief Executive Officer
and Director
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