<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 for the fiscal year ended December 31, 1995 or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the transition period from ___________ to ___________
Commission File Number 0-1743
------
A. Full title of the plan and address of the plan:
The Rouse Company Savings Plan
c/o Personnel Division
The Rouse Company Building
10275 Little Patuxent Parkway
Columbia, Maryland 21044
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive offices:
The Rouse Company
The Rouse Company Building
10275 Little Patuxent Parkway
Columbia, Maryland 21044
<PAGE>
THE ROUSE COMPANY SAVINGS PLAN
December 31, 1995 and 1994
Index
<TABLE>
<CAPTION>
Page
----
<S> <C>
Independent Auditors' Report 1
Statements of Net Assets Available for Plan Benefits -
December 31, 1995 and 1994 2
Statements of Changes in Net Assets Available for Plan
Benefits - Years ended December 31, 1995 and 1994 3
Notes to Financial Statements - December 31, 1995 and 1994 5
Item 27a - Schedule of Assets Held for Investment Purposes -
December 31, 1995 9
Item 27d - Schedule of Reportable Transactions - Year ended
December 31, 1995 10
</TABLE>
* * * * * * *
The other schedules required by Item 27 of Department of Labor Form 5500 are
inapplicable and are therefore omitted.
<PAGE>
Independent Auditors' Report
----------------------------
The Trustee
The Rouse Company Savings Plan:
We have audited the accompanying statements of net assets available for plan
benefits of The Rouse Company Savings Plan as of December 31, 1995 and 1994 and
the related statements of changes in net assets available for plan benefits for
the years then ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of The Rouse
Company Savings Plan as of December 31, 1995 and 1994, and the changes in net
assets available for plan benefits for the years then ended in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The fund information in the
statements of net assets available for plan benefits and the statements of
changes in net assets available for plan benefits is presented for purposes of
additional analysis rather than to present the net assets available for plan
benefits and the changes in net assets available for plan benefits of each fund.
The supplemental schedules and fund information have been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ KPMG Peat Marwick, LLP
KPMG Peat Marwick, LLP
Baltimore, Maryland
June 18, 1996
<PAGE>
THE ROUSE COMPANY SAVINGS PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 1995 and 1994
<TABLE>
<CAPTION>
T. Rowe
The Rouse Company Price
---------------------- ---------------------------------------------
Convertible New Prime International
Common Preferred Balanced Horizons Reserve Stock
Stock Stock Fund Fund Fund Fund
----------- --------- -------- --------- --------- -------------
<S> <C> <C> <C> <C> <C> <C>
December 31, 1995
- -----------------
Investments $17,382,401 1,313,103 496,785 4,853,404 1,841,903 1,989,390
Contributions receivable
from:
The Rouse Company 120,824 27,701 - - - -
Participants 51,540 15,279 11,590 61,714 13,409 34,024
----------- --------- ------- --------- --------- ---------
172,364 42,980 11,590 61,714 13,409 34,024
----------- --------- ------- --------- --------- ---------
Net assets available
for plan benefits $17,554,765 1,356,083 508,375 4,915,118 1,855,312 2,023,414
=========== ========= ======= ========= ========= =========
December 31, 1994
- -----------------
Investments $16,672,992 693,078 276,365 2,850,326 1,848,894 1,425,441
Contributions receivable
from:
The Rouse Company 130,609 27,080 - - - -
Participants 68,887 16,360 10,308 49,938 16,870 46,380
----------- --------- ------- --------- --------- ---------
199,496 43,440 10,308 49,938 16,870 46,380
----------- --------- ------- --------- --------- ---------
Net assets available
for plan benefits $16,872,488 736,518 286,673 2,900,264 1,865,764 1,471,821
=========== ========= ======= ========= ========= =========
<CAPTION>
T. Rowe Price
---------------------------------------------------
New Small
Equity America Cap Spectrum Spectrum
Index Growth Value Income Growth Insurance Participant
Fund Fund Fund Fund Fund Contracts Loans Total
--------- --------- ------- --------- --------- --------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
December 31, 1995
- -----------------
Investments 1,173,617 1,172,611 963,095 1,433,237 2,203,836 8,407,825 2,251,515 45,482,722
Contributions receivable
from:
The Rouse Company - - - - - - - 148,525
Participants 19,054 29,486 18,872 19,319 35,552 68,953 - 378,792
--------- --------- ------- --------- --------- --------- --------- ----------
19,054 29,486 18,872 19,319 35,552 68,953 - 527,317
--------- --------- ------- --------- --------- --------- --------- ----------
Net assets available
for plan benefits 1,192,671 1,202,097 981,967 1,452,556 2,239,388 8,476,778 2,251,515 46,010,039
========= ========= ======= ========= ========= ========= ========= ==========
December 31, 1994
- -----------------
Investments 654,656 571,725 425,873 1,072,800 1,462,975 9,464,775 2,099,738 39,519,638
Contributions receivable
from:
The Rouse Company - - - - - - - 157,689
Participants 15,400 22,952 13,612 25,054 36,676 86,522 - 408,959
--------- --------- ------- --------- --------- --------- --------- ----------
15,400 22,952 13,612 25,054 36,676 86,522 - 566,648
--------- --------- ------- --------- --------- --------- --------- ----------
Net assets available
for plan benefits 670,056 594,677 439,485 1,097,854 1,499,651 9,551,297 2,099,738 40,086,286
========= ========= ======= ========= ========= ========= ========= ==========
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
THE ROUSE COMPANY SAVINGS PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Years ended December 31, 1995 and 1994
<TABLE>
<CAPTION>
T. Rowe
The Rouse Company Price
------------------------ -------------------------------------------------
Convertible New Prime International
Common Preferred Balanced Horizons Reserve Stock
Stock Stock Fund Fund Fund Fund
------------ ---------- --------- ---------- ---------- --------------
<S> <C> <C> <C> <C> <C> <C>
Year ended December 31, 1995
Contributions from
The Rouse Company $ 1,418,112 326,204 - - - -
Contributions from
participants 703,281 179,887 120,493 609,275 189,642 463,338
Investment income:
Dividends and interest 693,190 64,681 20,234 509,808 100,982 59,920
Net appreciation
(depreciation) in fair
values of investments 998,893 59,451 61,089 1,158,609 - 143,147
Interest on
participant loans - - - - - -
----------- --------- ------- --------- --------- ---------
Total investment
income 1,692,083 124,132 81,323 1,668,417 100,982 203,067
----------- --------- ------- --------- --------- ---------
Distributions to
participants (2,167,847) (116,896) (35,374) (445,831) (505,352) (173,073)
Participant loans repaid
as part of termination
distributions - - - - - -
Interprogram transfers, net (963,352) 106,238 55,260 182,993 204,276 58,261
----------- --------- ------- --------- --------- ---------
Increase (decrease) in
net assets available
for plan benefits 682,277 619,565 221,702 2,014,854 (10,452) 551,593
Net assets available for
plan benefits:
Beginning of year 16,872,488 736,518 286,673 2,900,264 1,865,764 1,471,821
----------- --------- ------- --------- --------- ---------
End of year $17,554,765 1,356,083 508,375 4,915,118 1,855,312 2,023,414
=========== ========= ======= ========= ========= =========
<CAPTION>
T. Rowe Price
--------------------------------------------------------
New Small
Equity America Cap Spectrum Spectrum
Index Growth Value Income Growth Insurance Participant
Fund Fund Fund Fund Fund Contracts Loans Total
---------- ---------- -------- ---------- ---------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Year ended December 31, 1995
Contributions from
The Rouse Company - - - - - - - 1,744,316
Contributions from
participants 187,186 253,820 174,443 243,299 403,278 828,074 - 4,356,016
Investment income:
Dividends and interest 43,910 55,746 43,918 92,264 147,786 494,425 - 2,326,864
Net appreciation
(depreciation) in fair
values of investments 237,556 260,188 129,237 133,119 333,618 - - 3,514,907
Interest on
participant loans - - - - - - 135,682 135,682
--------- --------- ------- --------- --------- ---------- --------- ----------
Total investment
income 281,466 315,934 173,155 225,383 481,404 494,425 135,682 5,977,453
--------- --------- ------- --------- --------- ---------- --------- ----------
Distributions to
participants (75,493) (125,067) (32,583) (133,011) (127,278) (2,038,134) - (5,975,939)
Participant loans repaid
as part of termination
distributions - - - - - - (178,093) (178,093)
Interprogram transfers, net 129,456 162,733 227,467 19,031 (17,667) (358,884) 194,188 -
--------- --------- ------- --------- --------- ---------- --------- ----------
Increase (decrease) in
net assets available
for plan benefits 522,615 607,420 542,482 354,702 739,737 (1,074,519) 151,777 5,923,753
Net assets available for
plan benefits:
Beginning of year 670,056 594,677 439,485 1,097,854 1,499,651 9,551,297 2,099,738 40,086,286
--------- --------- ------- --------- --------- ---------- --------- ----------
End of year 1,192,671 1,202,097 981,967 1,452,556 2,239,388 8,476,778 2,251,515 46,010,039
========= ========= ======= ========= ========= ========== ========= ==========
</TABLE>
(Continued)
3
<PAGE>
THE ROUSE COMPANY SAVINGS PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Years ended December 31, 1995 and 1994
<TABLE>
<CAPTION>
The Rouse Company T. Rowe Price
------------------------ -----------------------------------------------------------------------
Convertible New Prime Growth International Equity
Common Preferred Balanced Horizons Reserve and Income Stock Index
Stock Stock Fund Fund Fund Fund Fund Fund
------------ ---------- --------- ---------- ---------- ----------- -------------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Year ended December 31, 1994
- ----------------------------
Contributions from
The Rouse Company $ 1,518,102 338,317 - - - - - -
Contributions from
participants 876,422 195,877 118,749 605,741 244,415 147 493,668 181,008
Investment income:
Dividends and interest 578,632 23,202 13,160 251,468 61,364 - 87,406 23,835
Net appreciation
(depreciation) in fair
values of investments 1,227,654 (54,282) (16,177) (231,657) - (3,850) (103,265) (16,063)
Interest on
participant loans - - - - - - - -
----------- ------- ------- --------- --------- ---------- --------- -------
Total investment
income 1,806,286 (31,080) (3,017) 19,811 61,364 (3,850) (15,859) 7,772
----------- ------- ------- --------- --------- ---------- --------- -------
Distributions to
participants (1,338,483) (41,035) (3,937) (221,595) (188,775) (9,733) (113,368) (44,390)
Participant loans repaid
as part of termination
distributions - - - - - - - -
Interprogram transfers, net (591,118) 75,855 159,989 195,118 241,581 (1,045,715) 460,261 (60,566)
----------- ------- ------- --------- --------- ---------- --------- -------
Increase (decrease) in
net assets available
for plan benefits 2,271,209 537,934 271,784 599,075 358,585 (1,059,151) 824,702 83,824
Net assets available for
plan benefits:
Beginning of year 14,601,279 198,584 14,889 2,301,189 1,507,179 1,059,151 647,119 586,232
----------- ------- ------- --------- --------- ---------- --------- -------
End of year $16,872,488 736,518 286,673 2,900,264 1,865,764 - 1,471,821 670,056
=========== ======= ======= ========= ========= ========== ========= =======
<CAPTION>
------------------------------------------
New Small
America Cap Spectrum Spectrum
Growth Value Income Growth Insurance Participant
Fund Fund Fund Fund Contracts Loans Total
-------- -------- ---------- ---------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Year ended December 31, 1994
- ----------------------------
Contributions from
The Rouse Company - - - - - - 1,856,419
Contributions from
participants 268,122 160,421 301,528 428,933 987,342 - 4,862,373
Investment income:
Dividends and interest 11,675 31,208 74,853 109,401 522,065 - 1,788,269
Net appreciation
(depreciation) in fair
values of investments (39,576) (37,196) (92,109) (91,206) - - 542,273
Interest on
participant loans - - - - - 93,564 93,564
------- ------- --------- --------- ---------- --------- ----------
Total investment
income (27,901) (5,988) (17,256) 18,195 522,065 93,564 2,424,106
------- ------- --------- --------- ---------- --------- ----------
Distributions to
participants (26,628) (5,712) (117,500) (72,899) (812,655) - (2,996,710)
Participant loans repaid
as part of termination
distributions - - - - - (125,828) (125,828)
Interprogram transfers, net 326,352 263,523 (31,271) 207,958 (1,088,072) 886,105 -
------- ------- --------- --------- ---------- --------- ----------
Increase (decrease) in
net assets available
for plan benefits 539,945 412,244 135,501 582,187 (391,320) 853,841 6,020,360
Net assets available for
plan benefits:
Beginning of year 54,732 27,241 962,353 917,464 9,942,617 1,245,897 34,065,926
------- ------- --------- --------- ---------- --------- ----------
End of year 594,677 439,485 1,097,854 1,499,651 9,551,297 2,099,738 40,086,286
======= ======= ========= ========= ========== ========= ==========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
THE ROUSE COMPANY SAVINGS PLAN
Notes to Financial Statements
December 31, 1995 and 1994
(1) Summary of Significant Accounting Policies
------------------------------------------
(a) Basis of presentation
---------------------
The financial statements of The Rouse Company Savings Plan (the Plan)
have been prepared on the accrual basis and present the net assets
available for benefits and the changes in those net assets.
(b) Investments
-----------
Investments in the common stock and convertible preferred stock of The
Rouse Company and the T. Rowe Price mutual funds are carried at fair
values determined by quoted market prices. Investments in the
insurance contracts are carried at contract value (representing
contributions made plus interest credited less distributions) as the
insurance contracts held by the Plan are "fully benefit-responsive,"
as defined in Statement of Position 94-4, Reporting of Investment
Contracts Held by Health and Welfare Benefit Plans and Defined-
Contribution Pension Plans. Loans to participants are carried at cost,
which approximates fair value. Security transactions are recognized on
a trade date basis. Unrealized appreciation and depreciation in the
fair values of investments are recognized in the periods in which the
changes occur.
(c) Administrative expenses
-----------------------
The Rouse Company pays all administrative expenses incurred on behalf
of the Plan. Terminated participants who have left their account
balances in the Plan are required to reimburse the Company for
administrative expenses relating to their accounts. Participants
requesting loans from the Plan are required to pay an administrative
fee to the Company for the processing of such loans.
(d) Use of estimates
----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Plan's management to make
estimates and judgments that affect the reported amounts of net assets
and disclosures of contingencies at the date of the financial
statements and changes in net assets recognized during the reporting
period. Actual results could differ from those estimates.
(2) General Description of the Plan
-------------------------------
The following brief description of the Plan summarizes the principal
provisions of the Plan and is provided for general information purposes
only. Participants should refer to the Plan agreement for more complete
information.
5
<PAGE>
THE ROUSE COMPANY SAVINGS PLAN
Notes to Financial Statements
(2) General Description of the Plan, Continued
------------------------------------------
The Plan was established effective June 1, 1983 to provide employees of The
Rouse Company and certain of its subsidiaries and affiliates (the Company)
an incentive to save for retirement and for financial emergencies.
Generally, employees who are not covered under a collective bargaining
agreement, who are at least 21 years of age and who have completed 1,000
hours of service in one year are eligible to participate in the Plan.
Basic contributions to the Plan are made pursuant to salary reduction
agreements between the Company and participants. Participants may elect to
reduce their compensation, as defined in the Plan, by amounts ranging from
1% to 15% of such compensation, subject to an annual limitation. Employees
may also make supplemental contributions to the Plan in amounts up to 9% of
compensation, as defined. The supplemental contributions are not pursuant
to salary reduction agreements. Participants are able to defer payment of
income taxes on their basic contributions to the Plan, related
contributions by the Company and all income realized on accounts maintained
under the Plan.
Participants' contributions to the Plan are allocated among the various
investment programs based on their instructions, subject to certain
limitations defined in the Plan. Participants may change their allocation
instructions and transfer accumulated savings between funds on a monthly
basis, subject to certain limitations defined in the Plan.
Matching contributions are made by the Company to each participant's
account in an amount equal to $1.00 for every $2.00 of a participant's
basic contribution up to 6% of such participant's base salary. The
Company's matching contributions are invested in the Company's common stock
or convertible preferred stock based on participants' instructions. In
addition, the Company may make additional contributions to the Plan under
certain circumstances. Such additional contributions are distributed to
accounts of participants pursuant to guidelines set forth in the Plan.
Participants who joined the Plan prior to January 1, 1989 obtained an
immediate and fully vested interest in all contributions made by the
Company. Participants who joined the Plan on or after January 1, 1989 are
required to complete two years of service, as defined in the Plan, to
become fully vested in the Company's contributions. Forfeitures of
nonvested Company contributions may be used by the Company to satisfy
future matching contribution requirements.
Participants or their beneficiaries are eligible for distributions upon
retirement, disability, termination of employment or death of the
participant. In addition, participants may make withdrawals from their
accounts upon attainment of age 59-1/2. Participants may also make
withdrawals of their basic contributions by reason of financial hardship,
under specific guidelines set forth in the Plan. Subject to certain
limitations, supplemental contributions may be withdrawn by participants
for any reason.
Generally, participants may borrow from the Plan up to the lesser of
$50,000 or 50% of their vested account balances. Interest on such
borrowings and repayment schedules are determined pursuant to guidelines in
the Plan. Generally, borrowings bear interest at the prime rate of a
designated commercial bank at the time of the loan application and must be
repaid to the Plan over a period not to exceed five years.
6
<PAGE>
THE ROUSE COMPANY SAVINGS PLAN
Notes to Financial Statements
(2) General Description of the Plan, Continued
------------------------------------------
While the Company has not expressed any intent to terminate the Plan, it is
free to do so at any time. In the event of termination of the Plan, the
Plan's assets would be distributed to the participants in accordance with
the Plan agreement.
(3) Investments
-----------
Information relating to investments, including individual investments which
represent 5% or more of net assets available for plan benefits, is
summarized as follows at December 31:
<TABLE>
<CAPTION>
1995 1994
----------------------- -----------------------
Contract Contract
Number of or fair Number of or fair
shares value shares value
------ ----- ------ -----
<S> <C> <C> <C> <C>
The Rouse Company
common stock 853,204 $17,382,401 866,129 $16,672,992
The Rouse Company
convertible preferred
stock 25,435 1,313,103 14,290 693,078
T. Rowe Price Mutual Funds:
New Horizons Fund 236,751 4,853,404 193,112 2,850,326
======= =======
Others 11,274,474 7,738,729
---------- ----------
16,127,878 10,589,055
---------- ----------
Insurance contracts:
New York Life Insurance
Company, 7%, matures
December 31, 1996 2,084,919 2,514,029
Principal Mutual Life
Insurance Company,
5.50%, matures
December 31, 1997 1,418,371 2,015,631
Hartford Life Insurance
Company, 5.07%, matures
December 31, 1998 1,988,460 1,892,510
John Hancock Mutual Life
Insurance Company,
4.93%, matures
December 31, 1998 2,033,765 1,938,211
Others 882,310 1,104,394
---------- ----------
8,407,825 9,464,775
---------- ----------
Participant loans 2,251,515 2,099,738
---------- ----------
$45,482,722 $39,519,638
========== ==========
</TABLE>
7
<PAGE>
THE ROUSE COMPANY SAVINGS PLAN
Notes to Financial Statements
(3) Investments, Continued
----------------------
The investments in insurance contracts consist of guaranteed income
contracts offered by various insurance companies. The Plan deals only with
highly rated insurance companies and does not expect that any of them will
fail to meet their obligations under the contracts. The contracts in effect
at December 31, 1995, provide for interest at rates ranging from 4.93% to
7.40% and mature at various dates to 1999. The average yield on the
contracts was 5.82% in 1995 and 5.70% in 1994. The aggregate contract value
of the contracts in effect at December 31, 1995 approximates their
aggregate estimated fair value based on current market interest rates for
contracts with similar maturities and credit quality.
(4) Federal Income Tax Status
-------------------------
The Internal Revenue Service has determined and informed the Company by a
letter dated August 11, 1995 that the Plan and related trust are designed
in accordance with applicable sections of the Internal Revenue Code (IRC)
and, accordingly, are tax-exempt. The Plan's management believes that the
Plan continues to qualify and to operate in accordance with applicable
provisions of the IRC.
(5) Reconciliation to Form 5500
---------------------------
Amounts due to terminated participants for benefits payable of $1,266,932
at December 31, 1995 and $45,040 at December 31, 1994 are reported as
liabilities in the Plan's Annual Report on Department of Labor Form 5500,
but are included in net assets available for plan benefits in the financial
statements.
8
<PAGE>
THE ROUSE COMPANY SAVINGS PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1995
<TABLE>
<CAPTION>
Par value
or number Current
Name of issuer and title of issue of shares Cost (note) value
- --------------------------------- --------- ----------- -----
<S> <C> <C> <C>
The Rouse Company Common Stock 853,204 $15,889,496 17,382,401
The Rouse Company Convertible
Preferred Stock 25,435 1,314,530 1,313,103
T. Rowe Price Funds:
Balanced Fund 37,578 455,781 496,785
New Horizons Fund 236,751 3,852,778 4,853,404
Prime Reserve Fund 1,841,903 1,841,903 1,841,903
International Stock Fund 162,665 1,883,878 1,989,390
Equity Index Fund 68,194 947,699 1,173,617
New America Growth Fund 33,590 978,929 1,172,611
Small Cap Value Fund 58,263 875,977 963,095
Spectrum Income Fund 127,512 1,379,990 1,433,237
Spectrum Growth Fund 163,368 1,932,140 2,203,836
=========
Insurance Contracts:
New York Life Insurance Company 2,084,919 2,084,919
Principal Mutual Life Insurance
Company 1,418,371 1,418,371
Hartford Life Insurance Company 1,988,460 1,988,460
John Hancock Mutual Life Insurance
Company 2,033,765 2,033,765
Metropolitan Life Insurance Company 793,338 793,338
Life of Georgia Life Insurance
Company 88,972 88,972
Participant loans 2,251,515 2,251,515
---------- ----------
Total investments $42,012,441 45,482,722
========== ==========
</TABLE>
Note - Cost of the common stock and convertible preferred stock of The Rouse
Company and the T. Rowe Price funds includes reinvested dividends or
interest credited, as applicable. Cost of the insurance contracts is
equal to contract value, representing contributions made plus interest
credited less distributions.
9
<PAGE>
THE ROUSE COMPANY SAVINGS PLAN
Item 27d - Schedule of Reportable Transactions (Note 1)
Year ended December 31, 1995
<TABLE>
<CAPTION>
Current
value of
Purchase Redemption asset on
price or selling price Cost of transaction Net gain
Description of asset (note 2) (note 2) asset date(s) (loss)
-------------------- -------- -------- ----- ------- ------
<S> <C> <C> <C> <C> <C>
The Rouse Company
Common Stock $3,146,646 - - 3,146,646 -
The Rouse Company
Common Stock - 3,436,130 3,152,763 3,436,130 283,367
</TABLE>
Notes:
(1) Reportable transactions are presented in accordance with Department of
Labor regulations relating to requirements for employee benefit plan
annual reports filed under the Employee Retirement Income Security Act of
1974.
(2) The purchases and sales represent series of transactions; however, it is
not practical to determine the number of individual transactions involved.
10
<PAGE>
Signatures
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Plan) have duly caused this
amendment to be signed on its behalf by the undersigned, thereunto duly
authorized.
THE ROUSE COMPANY SAVINGS PLAN
Date: June 28, 1996 By /s/ WILLIAM D. BODEN
--------------------
William D. Boden
Administrator
and
Date: June 28, 1996 By /s/ GEORGE L. YUNGMANN
----------------------
George L. Yungmann
Trustee
<PAGE>
Consent of Independent Certified Public Accountants
---------------------------------------------------
The Board of Directors
The Rouse Company:
We consent to the incorporation by reference in the Registration Statement (No.
2-83612) on Form S-8 of The Rouse Company of our report dated June 18, 1996,
relating to the statements of net assets available for plan benefits of The
Rouse Company Savings Plan as of December 31, 1995 and 1994, the related
statements of changes in net assets available for plan benefits for the years
then ended and the related schedules for the year ended December 31, 1995, which
report appears elsewhere in this Form 11-K/A.
KPMG PEAT MARWICK LLP
Baltimore, Maryland
June 28, 1996
