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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: June 27, 1996
Date of Earliest Event Reported: June 12, 1996
THE ROUSE COMPANY
(Exact name of registrant as specified in its charter)
Maryland 0-1743 52-0735512
(State or other (Commission File Number) (IRS Employer
jurisdiction of Indentification
Incorporation) Number)
10275 Little Patuxent Parkway
Columbia, Maryland 21044-3456
(Address of principal executive offices) (Zip code)
Registrant's telephone number,
including area code: (410) 992-6000
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 12, 1996, The Rouse Company (the "Company") acquired
all the outstanding equity interests in The Hughes Corporation, a
Delaware corporation ("THC"), and its affiliated partnership,
Howard Hughes Properties, Limited Partnership, a Delaware limited
partnership ("HHPLP"), through (i) the merger (the "THC Merger")
of THC with and into TRC Acquisition Company I, a Delaware
corporation and a wholly owned subsidiary of the Company ("Merger
Sub"), and (ii) the merger (the "Partnership Merger," and
together with the THC Merger, the "Mergers") of TRC Acquisition
Company II, a Delaware corporation and a wholly owned subsidiary
of the Company ("Partnership Merger Sub"), with and into HHPLP.
The Mergers were effected in accordance with the terms of (i) an
Agreement and Plan of Merger, dated as of February 22, 1996, as
amended May 1, 1996 and May 13, 1996, by and among THC, the
Company and Merger Sub and (ii) an Agreement and Plan of Merger,
dated as of February 22, 1996, as amended May 1, 1996 and May 13,
1996, by and among HHPLP, the Company and Partnership Merger Sub.
THC and HHPLP (collectively, "Hughes") are primarily engaged
in real estate investment, management and development. Hughes'
assets, which are located principally in the Las Vegas, Nevada
metropolitan area and, to a lesser extent, in the Los Angeles,
California metropolitan area, consist of (i) office buildings,
mixed-use industrial properties and retail centers which produced
rental revenues, (ii) development properties and (iii) investment
properties. At December 31, 1995, Hughes (including its
consolidated joint ventures) owned approximately 4,000,000
rentable square feet (including ground leases), 3,155 acres of
development properties and approximately 16,263 acres of
investment properties.
At the effective time of the THC Merger (the "Effective
Time"), each of the 66,466 shares of Common Stock, par value
$1.00 per share, of THC (the "THC Common Stock") outstanding
(which shares excluded shares of THC Common Stock held by The
Howard Hughes Corporation, an affiliate of THC ("THHC")) was
converted into the right to receive (i) 116.495 shares of the
Common Stock, par value $0.01 per share ("Rouse Common Stock"),
of the Company (the "Exchange Ratio") as of the Effective Time
and (ii) additional shares of Rouse Common Stock or, under
certain circumstances, Increasing Rate Cumulative Preferred
Stock, par value $0.01 per share, of the Company, to be issued
during the 14-year period following the Effective Time on the
basis of the cash flow generated from, and the appraised value
of, certain assets of THC and its subsidiaries (including HHPLP).
In addition, the Company will make payments of $10,000,000
relating to THC's Playa Vista business unit, either to certain
partnerships or to former holders of THC Common Stock (other than
THHC). The Exchange Ratio was calculated on the basis of each
share of Rouse Common Stock being valued at $23.00. 37,362
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shares of THC Common Stock held by THHC were converted at the
Effective Time into the right to receive one share of 10.25%
Junior Preferred Stock, 1996 Series, par value $0.01 per share,
of the Company. An aggregate of 7,742,956 shares of Rouse Common
Stock, or 16.1% of the outstanding shares of Rouse Common Stock
immediately prior to the Effective Time, were issued by the
Company as of the Effective Time in connection with the THC
Merger.
At the effective time of the Partnership Merger, the
10,000,000 Class 1 Limited Partnership Units of HHPLP outstanding
were converted into the right to receive from the Company an aggregate
amount of $40,000,000. The Company funded the consideration in
the Partnership Merger with cash on hand and borrowings from its
credit lines with Kleinwort Benson Ltd., The First National Bank
of Chicago and Canadian Imperial Bank of Commerce.
Prior to the consummation of the Mergers, there were no
material relationships between THC, HHPLP and their respective
affiliates, on the one hand, and the Company and its affiliates,
on the other. No director, officer or material stockholder of
the Company owned any equity interests in THC, HHPLP or any of
their respective affiliates and, to the Company's knowledge, no
director, officer or material equityholder of THC, HHPLP or any
of their respective affiliates owned any stock of the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Audited consolidated financial statements of THC and
its subsidiaries covering the last three fiscal years are
included in the Company's Registration Statement on Form S-4
(File No. 333-1693), as amended (the "Registration Statement"),
which became effective on May 14, 1996, and the Proxy
Statement/Prospectus, dated May 14, 1996, included in such
Registration Statement. Such financial statements are
incorporated herein by reference.
Pursuant to Item 7(a)(4) of the Form 8-K, the Company
states that it is impracticable to file the unaudited interim
consolidated financial statements of THC and its subsidiaries at
the time this report is filed. Such financial statements will be
filed on or before August 26, 1996.
(b) Pro Forma Financial Information.
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Pursuant to Item 7(a)(4) of the Form 8-K, the Company
states that it is impracticable to file the required pro forma
financial information at the time this report is filed. Such
financial statements will be filed on or before August 26, 1996.
(c) Exhibits.
The following documents are filed as exhibits to this
report:
1. Agreement and Plan of Merger, dated as of February
22, 1996, as amended May 1, 1996 and May 13, 1996,
by and among The Hughes Corporation, The Rouse
Company and TRC Acquisition Company I
(incorporated by reference to Exhibit 2.1 to the
Registration Statement on Form S-4 (File No. 333-
1693) of The Rouse Company).
2. Agreement and Plan of Merger, dated as of February
22, 1996, as amended May 1, 1996 and May 13, 1996,
by and among Howard Hughes Properties, Limited
Partnership, The Rouse Company and TRC Acquisition
Company II (incorporated by reference to Exhibit
2.2 to the Registration Statement on Form S-4
(File No. 333-1693) of The Rouse Company).
3. Contingent Stock Agreement, effective as of
January 1, 1996, by The Rouse Company in favor of
and for the benefit of the Holders and
Representatives named therein (incorporated by
reference to Exhibit 2.3 to the Registration
Statement on Form S-4 (File No. 333-1693) of The
Rouse Company).
4. Articles of Incorporation of The Rouse Company, as
amended and restated, effective May 27, 1988 (the
"Charter") (incorporated by reference to the
Exhibits to the Form 10-K Annual Report for the
fiscal year ended December 31, 1988 of The Rouse
Company (Commission File No. 0-1743)).
5. Articles of Amendment to the Charter of The Rouse
Company, effective January 10, 1991 (incorporated
by reference to the Exhibits to the Form 10-K
Annual Report for the fiscal year ended December
31, 1990 of The Rouse Company (Commission File No.
0-1743)).
6. Articles Supplementary to the Charter of The Rouse
Company, dated February 17, 1993 (incorporated by
reference to the Exhibits to the
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Form 10-K Annual Report for the fiscal year ended
December 31, 1992 of The Rouse Company (Commission
File No. 0-1743)).
7. Articles Supplementary to the Charter of The Rouse
Company, dated September 26, 1994 (incorporated by
reference to the Exhibits to the Registration
Statement on Form S-3 (File No. 33-57707) of The
Rouse Company).
8. Articles Supplementary to the Charter of The Rouse
Company, dated December 27, 1994 (incorporated by
reference to the Exhibits to the Registration
Statement on Form S-3 (File No. 33-57707) of The
Rouse Company).
9. Form of Articles Supplementary to the Charter of
The Rouse Company relating to the Increasing Rate
Cumulative Preferred Stock, par value $0.01 per
share, of The Rouse Company (incorporated by
reference to Exhibit 4.6 to the Registration
Statement on Form S-4 (File No. 333-1693) of The
Rouse Company).
10. Form of Articles Supplementary to the Charter of
The Rouse Company relating to the 10.25% Junior
Preferred Stock, 1996 Series, par value $0.01 per
share, of The Rouse Company (incorporated by
reference to Exhibit 4.7 to the Registration
Statement on Form S-4 (File No. 333-1693) of The
Rouse Company).
11. Bylaws of The Rouse Company, as amended September
22, 1994 (incorporated by reference to the
Exhibits to the Form 10-Q Quarterly Report for the
quarter ended September 30, 1994 of The Rouse
Company (Commission File No. 0-1743)).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
THE ROUSE COMPANY
June 27, 1996 By: /s/Anthony W. Deering
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Anthony W. Deering
President and Chief
Executive Officer
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