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As filed with the Securities and Exchange Commission on October 5, 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
The Rouse Company
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(Exact name of registrant as specified in its charter)
Maryland 52-0735512
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
10275 Little Patuxent Parkway,
Columbia, Maryland 21044-3456
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(Address of principal executive offices) (Zip Code)
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
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Common Stock, par value $.01 per share New York Stock Exchange
Series A Convertible Preferred Stock, par New York Stock Exchange
value $.01 per share
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
Exhibit Index Located at Page 2
Page 1 of 4
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Item 1. DESCRIPTION OF THE REGISTRANT'S SECURITIES TO BE REGISTERED.
This registration statement relates to (a) the Common Stock, par value
$.01 per share (the "Common Stock"), and (b) the Series A Convertible
Preferred Stock, par value $.01 per share (the "Preferred Stock"), of The
Rouse Company (the "Registrant"). Reference is made to the information (i)
set forth under the caption "Description of Common Stock" of the prospectus
constituting a part of the Registration Statement on Form S-3 filed by the
Registrant with the Securities and Exchange Commission (the "SEC") on December
7, 1992 (Registration No. 33-52458) and (ii) set forth under the caption
"Description of Series A Preferred Stock" of the prospectus constituting a
part of the Registration Statement on Form S-3 filed by the Registrant with
the SEC on February 9, 1993 (Registration No. 33-57584), which information is
incorporated herein 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 the Registrant are registered.
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. "Description of Common Stock" in the prospectus constituting a part of
the Registration Statement on Form S-3 filed by the Registrant with the SEC on
December 7, 1992 (Registration No. 33-52458).
2. "Description of Series A Preferred Stock" in the prospectus
constituting a part of the Registration Statement on Form S-3 filed by the
Registrant with the SEC on February 9, 1993 (Registration No. 33-57584).
3. Annual Report on Form 10-K of the Registrant for the fiscal year ended
December 31, 1994.
4. Quarterly Report on Form 10-Q of the Registrant for the quarter ended
March 31, 1995.
5. Quarterly Report on Form 10-Q of the Registrant for quarter ended June
30, 1995.
6. Amendment to Quarterly Report on Form 10-Q of the Registrant for the
quarter ended June 30, 1995.
7. Proxy Statement of the Registrant dated March 31, 1995.
Page 2 of 4
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8. The Registrant's Articles of Amendment and Restatement and the Articles
of Amendment and Articles Supplementary thereto (Exhibit 3 to the Annual
Report on Form 10-K of the Registrant for the fiscal year ended December 31,
1994).
9. Bylaws of the Registrant (Exhibit 3 to the Annual Report on Form 10-K
of the Registrant for the fiscal year ended December 31, 1994).
10. Specimen certificate representing shares of the Common Stock
11. Specimen certificate representing shares of the Preferred Stock.
12. 1994 Annual Report to shareholders of the Registrant.
Page 3 of 4
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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 5, 1995
THE ROUSE COMPANY
By: /s/ Anthony W. Deering
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Name: Anthony W. Deering
Title: President, Chief
Executive Officer and
Director
Page 4 of 4
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FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
A Partnership Including Professional Corporations
Writer's Direct Line
212-859-8763
(FAX: 212-859-8586)
October 5, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: The Rouse Company
Registration Statement on Form 8-A
Gentlemen:
At the request of The Rouse Company, a Maryland corporation (the
"Company"), we enclose herewith for filing, pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), a registration
statement on Form 8-A (the "Registration Statement").
On behalf of the Company, pursuant to Rule 12d1-2 of the Exchange Act, we
request that the Registration Statement be declared effective on October 16,
1995. Acceleration of the effectiveness of the Registration Statement is
being requested so that the Common Stock, par value $.01 per share, and the
Series A Convertible Preferred Stock, par value $.01 per share,of the Company
can begin trading on the New York Stock Exchange as soon as the listing
application for such securities is approved.
A manually executed copy of the Registration Statement is being filed
today with the New York Stock Exchange.
If you have any questions or require any further information with respect
to the Registration Statement or any matters relating to this filing, please
call me at (212) 859-8763.
Very truly yours,
Philip Richter
PR:jem
Encl.:
