<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 1
THE ROUSE COMPANY
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(Name of issuer)
Common Stock, Par Value $.01 Per Share
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(Title of class of securities)
7792731
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(CUSIP Number)
Cornelius J. Dwyer, Jr.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 848-7019
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(Name, address and telephone number of person
authorized to receive notices and communications)
November 8, 1995
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
(Page 1 of 6 Pages)
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SCHEDULE 13D
CUSIP No. 7792731 Page 2 of 6 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON
Algemeen Burgerlijk Pensioenfonds
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS* 00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION The Kingdom of the Netherlands
NUMBER OF 7 SOLE VOTING POWER 4,195,800
SHARES
BENEFICIALLY 8 SHARED VOTING POWER -----
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 4,331,200
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER -----
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,331,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.04
14 TYPE OF REPORTING PERSON* EP
</TABLE>
(Page 2 of 6 Pages)
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This Amendment No. 1 amends and supplements the Statement on
Schedule 13D, filed with the Securities and Exchange Commission on September 25,
1995 (the "Schedule 13D"), by Algemeen Burgerlijk Pensioenfonds, an entity
established under the laws of the Kingdom of the Netherlands, with respect to
the shares of Common Stock, par value $.01 per share (the "Common Stock"), of
the Rouse Company, a Maryland corporation (the "Issuer"). Unless otherwise
indicated, all capitalized terms used but not defined herein shall have the
meanings assigned to them in the Schedule 13D.
On November 8, 1995, the Fund acquired 916,600 shares of Common
Stock (the "Additional Shares") on the open market for an aggregate purchase
price of $19,706,900, requiring the Fund to file this Amendment No. 1.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and supplemented
as follows:
The funds for the purchase of the Additional Shares by the Fund
were supplied from Dutch public sector pensioners' contributions to the Fund.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented
as follows:
The Fund has acquired the Additional Shares for the purpose of
making an investment in the Issuer and not with the intention of acquiring
control of the Issuer's business. The Fund and the Issuer are exploring the
possibility of the Fund's acquiring additional Common Stock in the open market
or in a privately negotiated transaction with the Issuer. No assurance can be
given regarding whether, when, or on what terms any such acquisition or
acquisitions might be effected. In any event, the Fund may determine not to
proceed with any acquisition at any time.
In addition, the Fund from time to time intends to review its
investment in the Issuer on the basis of various factors, including the Issuer's
business, financial condition, results of operations and prospects, general
economic and industry conditions, the securities markets in general and those
for the Issuer's securities in particular, as well as other developments and
other investment opportunities. Based on such review, the Fund will take such
actions in the future as the Fund may deem appropriate in light of the
circumstances existing from time to time. If the Fund believes that further
investment in the Issuer is attractive, whether because of the market price of
the Issuer's securities or otherwise, it may acquire shares of Common Stock or
other securities of the Issuer either in the open market or in privately
negotiated transactions. Similarly, depending on market and other factors, the
Fund may determine to dispose of some or all of the Common Stock currently owned
by the
(Page 3 of 6 Pages)
<PAGE> 4
Fund or otherwise acquired by the Fund either in the open market or in privately
negotiated transactions.
Except as set forth above, the Fund has not formulated any
plans or proposals which relate to or would result in: (a) the acquisition by
any person of additional securities of the Issuer or the disposition of
securities of the Issuer, (b) an extraordinary corporate transaction involving
the Issuer or any of its subsidiaries, (c) a sale or transfer of a material
amount of the assets of the Issuer or any of its subsidiaries, (d) any change in
the present board of directors or management of the Issuer, (e) any material
change in the Issuer's capitalization or dividend policy, (f) any other material
change in the Issuer's business or corporate structure, (g) any change in the
Issuer's charter or bylaws or other instrument corresponding thereto or other
action which may impede the acquisition of control of the Issuer by any person,
(h) causing a class of the Issuer's securities to be deregistered or delisted,
(i) a class of equity securities of the Issuer becoming eligible for termination
of registration or (j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and supplemented
as follows:
(a)-(b) As of the date hereof, the Fund beneficially owns
4,331,200 shares of Common Stock. Based upon information provided by the Issuer
to the Fund on November 15, 1995, such shares constitute approximately 9.04% of
the outstanding shares of Common Stock. The Fund has the sole power (i) to vote
and to dispose of 4,195,800 of such shares and (ii) to dispose of 135,400 of
such shares which are held by the Fund in two separate securities accounts with
ABN AMRO BANK N.V. managed by Cohen & Steers Capital Management Inc., and
ABKB/LaSalle Securities, respectively. To the knowledge of the Fund, no shares
of Common Stock are beneficially owned by any director or executive officer
listed under Item 2 above.
(c) Except as described in the Schedule 13D and as described
herein, no transactions in the Common Stock were effected during the past 60
days other than the following open market purchases:
(Page 4 of 6 Pages)
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<TABLE>
<CAPTION>
DATE OF NUMBER OF PRICE
PURCHASE SHARES PURCHASED PER SHARE
- -------- ---------------- ---------
<S> <C> <C>
11/14/95 8,900 21.6250
11/14/95 8,300 21.6250
11/13/95 12,000 21.6250
11/13/95 48,700 21.6250
11/10/95 24,500 21.7500
11/10/95 21,800 21.6250
11/9/95 25,500 21.7500
11/8/95 16,600 21.5000
11/8/95 900,000 21.5000
11/7/95 20,000 21.6250
11/7/95 65,000 21.6250
11/6/95 40,000 21.5000
11/6/95 35,000 21.5000
11/3/95 5,000 21.5000
11/2/95 3,000 21.5000
11/1/95 60,000 21.5000
11/1/95 28,000 21.4241
11/1/95 10,000 21.5000
10/31/95 10,000 21.5000
10/25/95 95,000 21.5000
10/29/95 3,000 21.5000
10/23/95 45,000 21.7500
10/20/95 60,000 21.7500
10/18/95 5,000 21.7500
10/17/95 15,000 21.7500
10/16/95 40,000 21.7500
10/13/95 35,000 21.7500
10/11/95 50,000 21.7500
10/10/95 10,000 21.7500
10/4/95 15,000 21.6250
9/27/95 18,000 21.7500
9/26/95 10,000 21.7500
9/22/95 2,500 21.6875
</TABLE>
(d) To the knowledge of the Fund, no other person has the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, any shares of Common Stock beneficially owned by the Fund.
(e) Not applicable.
(Page 5 of 6 Pages)
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Signature
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment is true, complete and
correct.
Dated: November 15, 1995 ALGEMEEN BURGERLIJK PENSIOENFONDS
By /s/ Wim Borgdorff
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Name: Wim Borgdorff
Title: Executive Managing Director
of the Real Estate Division
(Page 6 of 6 Pages)
