AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON JANUARY 31, 1997
REGISTRATION NO. 333-
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=================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE ROUSE COMPANY
(Exact name of registrant as specified in its charter)
MARYLAND
(State or other jurisdiction of incorporation or organization)
52-0735512
(I.R.S. Employer Identification No.)
10275 LITTLE PATUXENT PARKWAY
COLUMBIA, MARYLAND 21044-3456
(410) 992-6000
(Address including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
-------------------
BRUCE I. ROTHSCHILD
VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
10275 LITTLE PATUXENT PARKWAY
COLUMBIA, MARYLAND 21044-3456
(410) 992-6400
(Name, address including zip code, and telephone number,
including area code, of agent for service)
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COPY TO:
TIMOTHY E. PETERSON
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10004
(212) 859-8000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
As soon as practicable after the Registration Statement becomes
effective.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. [x]
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
[ ]
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. [x]
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=================================================================
PROPOSED
MAXIMUM
AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES OFFERING PRICE REGISTRATION
TO BE REGISTERED (1) (2)(3) FEE
- -----------------------------------------------------------------
<S> <C> <C>
Common Stock, $0.01 par value
Preferred Stock, $0.01 par value
Debt Securities $400,000,000 $121,213
=================================================================
<FN>
(1)Also includes such indeterminate number of shares of Common
Stock and Debt Securities as may be issued upon conversion of
or exchange for Preferred Stock or other Debt Securities.
(2)Estimated solely for the purpose of determining the
registration fee pursuant to Rule 457.
(3) In U.S. dollars or the equivalent thereof in foreign
currency or currency units.
</FN>
</TABLE>
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE
DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
=================================================================
Information contained herein is subject to completion or
amendment. A registration statement relating to these securities
has been filed with the Securities and Exchange Commission.
These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes
effective. This Prospectus shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any
sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such State.
[RED HERRING]
SUBJECT TO COMPLETION, DATED JANUARY 30, 1997
THE ROUSE COMPANY
COMMON STOCK, PREFERRED STOCK AND DEBT SECURITIES
-------------------
The Rouse Company (the "Company" or "Rouse") may offer, from
time to time, together or separately, (i) shares of its common
stock, $0.01 par value per share (the "Common Stock"), (ii)
shares of its preferred stock, $0.01 par value per share (the
"Preferred Stock"), and (iii) debt securities (the "Debt
Securities"), in each case, in amounts, at prices and on such
terms to be determined at the time of the offering. The Common
Stock, the Preferred Stock and the Debt Securities are
collectively called the "Securities."
The Securities offered pursuant to this Prospectus may be
issued in one or more series and/or issuances and will have an
aggregate public offering price of up to $400 million (or the
equivalent thereof, based on the applicable exchange rate at the
time of sale, in one or more foreign currencies, currency units
or composite currencies as shall be designated by the Company).
Certain specific terms of the particular Securities in respect of
which this Prospectus is being delivered are set forth in the
accompanying Prospectus Supplement (the "Prospectus Supplement"),
including, where applicable, (i) in the case of Common Stock, the
aggregate number of shares offered, the public offering price and
other terms of the offering and sale thereof, (ii) in the case of
Preferred Stock, the specific title, the aggregate number of
shares offered, any dividend (including the method of calculating
payment of dividends), liquidation, redemption, voting and other
rights, any terms for any conversion or exchange into other
securities, and the public offering price and other terms of the
offering and sale thereof and (iii) in the case of Debt
Securities, the specific title, the aggregate principal amount,
the aggregate offering price, the denomination, the maturity, the
premium, if any, the interest rate (which may be fixed, floating
or adjustable), if any, the time and method of calculating
payment of interest, if any, the place or places where principal
of, premium, if any, and interest, if any, on such Debt
Securities will be payable, the currency in which principal of,
premium, if any, and interest, if any, on such Debt Securities
will be payable, any terms of redemption at the option of the
Company or repayment at the option of the holder thereof, any
sinking fund provisions, the terms for any conversion or exchange
into other securities, any other special terms, and the public
offering price and other terms of the offering and sale thereof.
If so specified in the applicable Prospectus Supplement, Debt
Securities of a series may be issued in whole or in part in the
form of one or more temporary or permanent global securities.
The Common Stock is listed on the New York Stock Exchange
(the "NYSE") under the trading symbol "RSE." Any Common Stock
sold pursuant to a Prospectus Supplement will be listed on such
exchange, subject to official notice of issuance.
Unless otherwise specified in a Prospectus Supplement, the
Debt Securities, when issued, will be unsecured and
unsubordinated obligations of the Company and will rank pari
passu in right of payment with all other unsecured and
unsubordinated indebtedness of the Company.
This Prospectus may not be used to consummate sales of
Securities unless accompanied by a Prospectus Supplement.
-------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------
The Securities may be sold directly, through agents,
underwriters or dealers as designated from time to time, or
through a combination of such methods. If agents of the Company
or any dealers or underwriters are involved in the sale of the
Securities in respect of which this Prospectus is being
delivered, the names of such agents, dealers or underwriters and
any applicable commissions or discounts will be set forth in or
may be calculated from the Prospectus Supplement with respect to
such Securities.
-------------------
The date of this Prospectus is --------------, 1997.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY
OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR
MAINTAIN THE MARKET PRICE OF THE SECURITIES OFFERED HEREBY
AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW
YORK STOCK EXCHANGE, IN THE OVER-THE-COUNTER MARKET, OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and, in accordance therewith, files reports and other
information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements and other information
filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's
Regional Offices at Seven World Trade Center, 13th Floor, New
York, New York 10048 and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such
material can be obtained by mail from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. The Commission also maintains a
Web site (http://www.sec.gov) from which such reports, proxy
statements and other information may be obtained. In addition,
reports, proxy statements and other information concerning the
Company may be inspected at the offices of the NYSE, 20 Broad
Street, New York, New York 10005.
The Company has filed with the Commission a Registration
Statement on Form S-3 (together with all amendments, supplements
and exhibits thereto, the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), of
which this Prospectus constitutes a part. This Prospectus does
not contain all of the information set forth in the Registration
Statement, certain parts of which were omitted in accordance with
the rules and regulations of the Commission. For further
information, reference is hereby made to the Registration
Statement. Any statements contained herein concerning the
provisions of any document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission are
not necessarily complete, and in each instance reference is made
to the copy of such document so filed. Each such statement is
qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the
Company pursuant to the Exchange Act are incorporated herein by
reference:
1. Annual Report on Form 10-K for the year ended December
31, 1995.
2. Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996.
3. Current Report on Form 8-K, dated June 27, 1996.
4. Quarterly Report on Form 10-Q for the quarter ended June
30, 1996.
5. Amendment to Current Report on Form 8-K/A, dated August
14, 1996.
6. Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996.
7. Description of Contingent Stock Agreement (as herein
defined) is incorporated by reference to the caption
"The Contingent Stock Agreement; The Contractual Rights"
contained in the Registration Statement on Form S-4
(file No. 333-1693) filed March 13, 1996, as amended.
All other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to the date of this Prospectus and prior to the termination of
this offering shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the respective dates
of the filing of such documents.
Any statement contained herein or in a document all or a
portion of which is incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person,
including a beneficial owner, to whom a copy of this Prospectus
has been delivered, upon the written or oral request of any such
person, a copy of any and all of the documents incorporated
herein by reference into this Prospectus, other than exhibits to
such documents (unless such exhibits are specifically
incorporated by reference in such documents). Requests for such
copies should be directed to David L. Tripp, Vice President and
Director of Investor Relations, The Rouse Company, 10275 Little
Patuxent Parkway, Columbia, Maryland 21044-3456, Telephone:
(410) 992-6000.
THE COMPANY
The Rouse Company is one of the largest publicly-traded
(NYSE) real estate companies in the United States. Through its
subsidiaries and affiliates (collectively, with The Rouse
Company, referred to as the "Company"), the Company is engaged
in (i) the ownership, management, acquisition and development of
income-producing and other real estate in the United States,
including retail centers, office buildings, mixed-use projects,
community retail centers and hotels, and the management of a
retail center in Canada, and (ii) the development and sale of
land to builders and other developers, primarily around Columbia,
Maryland and Las Vegas (Summerlin), Nevada, for residential,
commercial and industrial uses.
USE OF PROCEEDS
Unless otherwise indicated in any accompanying Prospectus
Supplement, the Company intends to use the net proceeds from the
sale of the Securities for general corporate purposes.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth (i) the ratio of earnings to
fixed charges and (ii) the ratio of earnings to combined fixed
charges and Preferred stock dividend requirements of the Company
for the periods indicated:
<TABLE>
<CAPTION>
Nine Months
Ended
September 30, Years Ended December 31,
------------- ------------------------
1996 1995 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of earnings to
fixed charges (1) 1.18 1.05 1.04 1.06 1.01 -- --
Ratio of earnings to
combined fixed
charges and Preferred 1.08 -- -- -- -- -- --
stock dividend
requirements (2)(3)
<FN>
- -------------------
(1) The ratio of earnings to fixed charges is computed by
dividing fixed charges into net earnings (loss) before
income taxes, extraordinary loss and cumulative effect of
change in accounting principle, adjusted for minority
interest in earnings, amortization of interest costs
previously capitalized and certain other items, plus
fixed charges other than capitalized interest. Fixed
charges include interest costs, the estimated interest
component of rent expense and certain other items.
(2) The ratio of earnings to combined fixed charges and
Preferred stock dividend requirements is computed by dividing
total combined fixed charges and amounts of pre-tax earnings
required to cover Preferred stock dividend requirements into
net earnings (loss) before income taxes, extraordinary loss and
cumulative effect of change in accounting principle, adjusted
for minority interest in earnings, amortization of interest
costs previously capitalized and certain other items other than
capitalized interest. Fixed charges include interest costs,
the estimated interest component of rent expense and certain
other items.
(3) Total combined fixed charges and Preferred stock dividend
requirements exceeded the Company's earnings available for
combined fixed charges and Preferred stock dividend requirements
by $9,597,000 for the nine months ended September 30, 1995 and
by $14,086,000, $8,934,000, $17,722,000, $29,449,000 and
$10,347,000 for the years ended December 31, 1995, 1994, 1993,
1992 and 1991 respectively.
</FN>
</TABLE>
DESCRIPTION OF COMMON STOCK
GENERAL
The following summary of certain terms and provisions of the
Common Stock does not purport to be complete and is subject to,
and qualified in its entirety by reference to, the Maryland
General Corporation Law (the "MGCL") and to the terms and
provisions of the Amended and Restated Articles of Incorporation,
as amended, including all Articles Supplementary thereto, of the
Company (the "Charter") and the By-laws, as amended, of the
Company (the "Bylaws"), copies of which are filed as exhibits to
the Registration Statement of which this Prospectus forms a part.
The Charter authorizes the issuance of 250,000,000 shares of
Common Stock and, as of January 29, 1997, 66,793,633 shares of
Common Stock were issued and outstanding. All outstanding shares
of Common Stock are validly issued, fully paid and nonassessable.
In connection with the Company's acquisition in June 1996
(the "Hughes Acquisition") of all the outstanding equity
interests in The Hughes Corporation and its affiliated
partnership, Howard Hughes Properties, Limited Partnership
(collectively, "Hughes"), the Company entered into an agreement
(the "Contingent Stock Agreement") for the benefit of the former
Hughes equity owners (or their successors) pursuant to which
shares of Common Stock, or under certain circumstances,
Increasing Rate Cumulative Preferred Stock, par value $0.01 per
share (the "Increasing Rate Preferred Stock"), of the Company may
be issued to the Hughes Owners over a 14-year period ending in
2009. The number of shares of Common Stock (or, under certain
circumstances, Increasing Rate Preferred Stock) that may be
issued will be determined on the basis of the net cash flow
generated from and the appraised value of certain assets acquired
in the Hughes Acquisition. Any shares of Increasing Rate
Preferred Stock, if issued, will be exchangeable, at the
Company's option, for shares of Common Stock.
The Company currently has outstanding 500,000 warrants to
purchase Common Stock (the "Warrants"). Each Warrant allows the
holder thereof to purchase one share of Common Stock at an
exercise price of $18 per share, subject to adjustment in certain
circumstances. The Warrants expire on September 23, 1997.
The Company also has outstanding $130,000,000 aggregate
principal amount of 5-3/4% Convertible Subordinated Debentures
due 2002. The debentures are convertible by the holders thereof
into Common Stock at a conversion price equal to $28.625
principal amount of each debenture for each share of Common Stock
(subject to adjustment in certain circumstances).
DIVIDEND RIGHTS
The holders of Common Stock are entitled to receive such
dividends as are declared by the Board of Directors of the
Company, after payment of, or provision for, full cumulative
dividends for outstanding Preferred Stock.
VOTING RIGHTS
Each share of Common Stock is entitled to one vote on all
matters submitted to a vote of stockholders, including the
election of directors. Cumulative voting for directors is not
permitted. Holders of Common Stock and Preferred Stock, when
outstanding and when entitled to vote, vote as a class, except
with respect to matters that (i) relate only to the rights, terms
or conditions of Preferred Stock, (ii) affect only the holders of
Preferred Stock or (iii) relate to the rights of the holders of
Preferred Stock if the Company fails to fulfill any of its
obligations regarding such stock.
LIQUIDATION RIGHTS
Upon any dissolution, liquidation or winding up of the
Company, the holders of Common Stock are entitled to receive pro
rata all of the Company's assets and funds remaining after
payment of, or provision for, creditors and distribution of, or
provision for, preferential amounts and unpaid accumulated
dividends to holders of Preferred Stock.
PREEMPTIVE RIGHTS
Holders of Common Stock have no preemptive right to purchase
or subscribe for any shares of the Company's capital stock.
SPECIAL STATUTORY REQUIREMENTS FOR CERTAIN TRANSACTIONS
The summaries of the following statutes do not purport to be
complete and are subject to and qualified in their entirety by
reference to the applicable provisions of the MGCL.
BUSINESS COMBINATION STATUTE. The MGCL establishes special
requirements with respect to "business combinations" between
Maryland corporations and "interested stockholders," unless
exemptions are applicable. Among other things, the law prohibits
for a period of five years a merger or other specified
transactions between a company and an interested stockholder and
requires a super-majority vote for such transactions after the
end of such five-year period.
"Interested stockholders" are all persons owning
beneficially, directly or indirectly, 10% or more of the
outstanding voting stock of a Maryland corporation. "Business
combinations" include any merger or similar transaction subject
to a statutory vote and additional transactions involving
transfers of assets or securities in specified amounts to
interested stockholders or their affiliates. Unless an exemption
is available, transactions of these types may not be consummated
between a Maryland corporation and an interested stockholder or
its affiliates for a period of five years after the date on which
the stockholder first became an interested stockholder and
thereafter may not be consummated unless recommended by the board
of directors of the Maryland corporation and approved by the
affirmative vote of at least 80% of the votes entitled to be cast
by all holders of outstanding shares of voting stock and 66-2/3%
of the votes entitled to be cast by all holders of outstanding
shares of voting stock other than the interested stockholder. A
business combination with an interested stockholder which is
approved by the board of directors of a Maryland corporation at
any time before an interested stockholder first becomes an
interested stockholder is not subject to the five-year moratorium
or special voting requirements. The Bylaws specifically provide
that the foregoing provisions apply to any such business
combination with the Company. An amendment to a Maryland
corporation's charter electing not to be subject to the foregoing
requirements must be approved by the affirmative vote of at least
80% of the votes entitled to be cast by all holders of
outstanding shares of voting stock and 66-2/3% of the votes
entitled to be cast by holders of outstanding shares of voting
stock who are not interested stockholders. Any such amendment is
not effective until 18 months after the vote of stockholders and
does not apply to any business combination of a corporation with
a stockholder who was an interested stockholder on the date of
the stockholder vote. The Company has not adopted any such
amendment to its charter.
CONTROL SHARE ACQUISITION STATUTE. The MGCL imposes
limitations on the voting rights of shares acquired in a "control
share acquisition." The Maryland statute defines a "control
share acquisition" at the 20%, 33-1/3% and 50% acquisition
levels, and requires a two-thirds stockholder vote (excluding
shares owned by the acquiring person and certain members of
management) to accord voting rights to stock acquired in a
control share acquisition. The statute also requires Maryland
corporations to hold a special meeting at the request of an
actual or proposed control share acquirer generally within 50
days after a request is made with the submission of an "acquiring
person statement," but only if the acquiring person (a) posts a
bond for the cost of the meeting and (b) submits a definitive
financing agreement to the extent that financing is not provided
by the acquiring person. In addition, unless the charter or
bylaws provide otherwise, the statute gives the Maryland
corporation, within certain time limitations, various redemption
rights if there is a stockholder vote on the issue and the grant
of voting rights is not approved, or if an "acquiring person
statement" is not delivered to the target within ten days
following a control share acquisition. Moreover, unless the
charter or bylaws provide otherwise, the statute provides that,
if, before a control share acquisition occurs, voting rights are
accorded to control shares which result in the acquiring person
having majority voting power, then minority stockholders have
appraisal rights. An acquisition of shares may be exempted from
the control share statute provided that a charter or bylaw
provision is adopted for such purpose prior to the control share
acquisition. The Bylaws specifically provide that the statutory
provisions relating to control share acquisitions do not apply.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock is The
Bank of New York, New York, New York.
DESCRIPTION OF PREFERRED STOCK
GENERAL
The following summaries of certain terms and provisions of
the Preferred Stock do not purport to be complete and are subject
to, and qualified in their entirety by reference to, the MGCL and
the terms and provisions of the Charter, including the Articles
Supplementary setting forth the particular terms of (i) the
Increasing Rate Preferred Stock and (ii) the 10.25% Junior
Preferred Stock, Series 1996 (the "Junior Preferred Stock"), and
to the Bylaws, copies of which are incorporated by reference into
the Registration Statement of which this Prospectus forms a part.
The Charter authorizes the issuance of 50,000,000 shares of
Preferred Stock, of which (i) 10,000,000 shares have been
classified as Increasing Rate Cumulative Preferred Stock and (ii)
37,362 shares have been classified as 10.25% Junior Preferred
Stock, 1996 Series. Preferred Stock may be issued from time to
time in one or more series, without stockholder approval, with
such voting powers (full or limited), designations, preferences
and relative, participating, optional or other special rights,
and qualifications, limitations or restrictions as shall be
established by the Board of Directors of the Company. Thus,
without stockholder approval, the Company could authorize the
issuance of Preferred Stock with voting, conversion and other
rights that could dilute the voting power and other rights of the
holders of Common Stock.
The particular terms of any series of Preferred Stock
offered by any Prospectus Supplement will be described in the
Prospectus Supplement relating to such series of Preferred Stock.
At any time that any series of Preferred Stock is authorized, the
Board of Directors of the Company or a duly authorized Committee
of such Board of Directors will fix the dividend rights, any
conversion rights, any voting rights, redemption provisions,
liquidation preferences and any other rights, preferences,
privileges and restrictions of such series, as well as the number
of shares constituting such series and the designation thereof.
The description of the terms of a particular series of Preferred
Stock that will be set forth in a Prospectus Supplement does not
purport to be complete and will be qualified in its entirety by
reference to the Articles Supplementary relating to such series.
Currently, no shares of Increasing Rate Preferred Stock are
issued and outstanding, and one share of Junior Preferred Stock
is issued and outstanding.
INCREASING RATE PREFERRED STOCK
GENERAL. On February 22, 1996, the Board of Directors of
the Company authorized the Company to classify and issue the
Increasing Rate Preferred Stock as part of the 50,000,000 shares
of authorized Preferred Stock. The Increasing Rate Preferred
Stock is issuable only in connection with the Hughes Acquisition
and only to Hughes Owners. Pursuant to the terms of the
Contingent Stock Agreement, the Company will be obligated to
issue and deliver shares of Increasing Rate Preferred Stock to
Hughes Owners if the Company is unable to issue and deliver
shares of Common Stock to them or if the representatives of the
Hughes Owners (which representatives have been appointed under
the Contingent Stock Agreement (the "Representatives")) require
the Company to issue and deliver such shares of Increasing Rate
Preferred Stock following certain events of default under the
Agreement. The Company's contingent obligation to issue and
deliver shares of Increasing Rate Preferred Stock to Hughes
Owners will terminate if and when the Company's stockholders
approve the issuance of Common Stock to the Hughes Owners in
accordance with the rules of the NYSE; provided that such
termination will not apply to (i) any obligation to issue and deliver
such shares prior to such termination and (ii) any obligation
to issue and deliver such shares if the Representatives so require
following certain events of default under the Contingent Stock
Agreement. Pursuant to the Contingent Stock Agreement, the
Company is required to use its reasonable efforts to obtain
such stockholder approval prior to July 15, 1997.
If and when issued, the Increasing Rate Preferred Stock will
be validly issued, fully paid and nonassessable. The holders of
Increasing Rate Preferred Stock will have no preemptive rights
with respect to any shares of capital stock of the Company or any
other securities of the Company convertible into or carrying
rights or options to purchase any such shares. The Increasing
Rate Preferred Stock will not be subject to any sinking fund.
Unless exchanged for Common Stock or redeemed, the Increasing
Rate Preferred Stock will have a perpetual term, with no
maturity. The shares of Common Stock issuable upon the exchange
of Increasing Rate Preferred Stock will be listed on the NYSE.
RANKING. The Increasing Rate Preferred Stock will rank pari
passu with any Parity Stock (as defined below) and will rank
senior to the Junior Preferred Stock, the Common Stock and any
other Junior Stock (as defined below) with respect to the payment
of dividends and amounts upon liquidation, dissolution or winding
up.
While any shares of Increasing Rate Preferred Stock are
outstanding, unless the Company first obtains the consent of the
Representatives or the consent of the holders of at least 66-2/3%
of the outstanding shares of Increasing Rate Preferred Stock, the
Company may not, either directly or indirectly or through a
merger or consolidation of the Company with another entity (a
"Rouse Merger"), (i) issue (or approve the issuance of) or
increase the authorized number of shares of any Parity Dividend
Stock, Parity Liquidation Stock or Prior Stock (as such terms are
defined below), (ii) declare, pay or set apart funds for the
payment of any dividends (other than dividends payable in Junior
Stock) or make any other distribution on or with respect to
shares of Junior Stock, (iii) declare, pay or set apart funds for
the payment of any dividends (other than dividends payable in
Junior Stock) or make any other distribution on or with respect
to shares of Parity Dividend Stock or Parity Liquidation Stock,
unless simultaneously therewith a proportionate dividend on the
Increasing Rate Preferred Stock is ratably distributed or (iv)
redeem, retire or otherwise acquire for value or set apart any
funds for the redemption or purchase of any shares of Junior
Stock (other than Common Stock to effect an Exchange (as defined
below)) or any warrant, option or right to acquire shares
thereof.
"Junior Stock" means the Common Stock and any other capital
stock of the Company ranking junior to the Increasing Rate
Preferred Stock with respect to distributions of assets upon the
dissolution, liquidation or winding up of the Company, whether
voluntary or involuntary, or with respect to the payment of
dividends.
"Parity Dividend Stock" means any capital stock of the
Company ranking on a parity with the Increasing Rate Preferred
Stock with respect to the payment of dividends.
"Parity Liquidation Stock" means any capital stock of the
Company ranking on a parity with the Increasing Rate Preferred
Stock with respect to distributions of assets upon the
dissolution, liquidation or winding up of the Company, whether
voluntary or involuntary.
"Parity Stock" means any capital stock of the Company
ranking on a parity with the Increasing Rate Preferred Stock with
respect to distributions of assets upon the dissolution,
liquidation or winding up of the Company, whether voluntary or
involuntary, or with respect to the payment of dividends.
"Prior Stock" means any capital stock of the Company ranking
prior to the Increasing Rate Preferred Stock with respect to
distributions of assets upon the dissolution, liquidation or
winding up of the Company, whether voluntary or involuntary, or
with respect to the payment of dividends.
DIVIDENDS. Holders of shares of Increasing Rate Preferred
Stock will be entitled to receive for each such share, when and
as declared by the Board of Directors of the Company, out of
funds of the Company legally available for payment, cumulative
cash dividends on the Liquidation Value (as defined below) of
such share at the Dividend Rate (as defined below). Dividends on
the Increasing Rate Preferred Stock will be payable semi-annually
(each, a "Dividend Payment Date") at such rate on the first
business day following the end of each six-month period beginning
January 1 and July 1 of each year (each such six-month period, a
"Dividend Period"). Dividends will be payable to holders of
record as they appear on the stock records of the Company at the
close of business 15 days prior to the end of the applicable
Dividend Period. Dividends on shares of Increasing Rate
Preferred Stock (whether or not earned or declared) will accrue
from the date of issuance of such shares (the "Issue Date") until
such shares are redeemed or exchanged as described below.
Dividends will be cumulative from the Issue Date, whether or not
in any Dividend Period or Periods there are funds of the Company
legally available for the payment of such dividends.
Accumulations of dividends on shares of Increasing Rate Preferred
Stock will not bear interest.
Unless all accrued and unpaid dividends on Increasing Rate
Preferred Stock have been paid in full or funds sufficient for
such payment have been set apart therefor, the Company may not
(i) pay or set apart funds for the payment of any dividend with
respect to any Junior Dividend Stock (as defined below), (ii) pay
or set apart funds for the payment of any dividend with respect
to any Parity Dividend Stock, other than pro rata with, and
recognizing all accrued and unpaid dividends on, the Increasing
Rate Preferred Stock and all other classes or series of Parity
Dividend Stock, (iii) make any distribution (other than in Junior
Dividend Stock) on, redeem or purchase any Junior Liquidation
Stock or (iv) make any distribution on, redeem or purchase any
Parity Liquidation Stock.
To the extent that the Company does not have sufficient
funds to pay (or set apart for payment) the full amount of
accrued but unpaid dividends on the Increasing Rate Preferred
Stock on any given Dividend Payment Date, any payments made (or
funds set apart for such payments) by the Company in respect of
such dividends will be made ratably to the holders of such
Increasing Rate Preferred Stock in proportion to the number of
shares held by them.
"Base Rate" means (i) with respect to the Dividend Period
during which Rouse issues shares of Increasing Rate Preferred
Stock for the first time, the dividend rate, as determined by a
nationally recognized investment banking firm selected by the
Company for such purpose and reasonably acceptable to the
Representatives, which would be required in order for the Company
to successfully sell at par (i.e., stated liquidation value), in
a private placement transaction, a class or series of its
perpetual preferred stock as of such time and (ii) with respect
to each subsequent Dividend Period, the dividend rate, as
determined by a nationally recognized investment banking firm
selected by the Company for such purpose and reasonably
acceptable to the Representatives, which would be required in
order for the Company to successfully sell at par (i.e., stated
liquidation value), in a private placement transaction, a class
of its perpetual preferred stock as of the first day of such
Dividend Period.
"Dividend Rate" means a rate per annum equal to the Base
Rate plus the Spread, in each case as in effect during a Dividend
Period; provided, however, that in the event that any share of
Increasing Rate Preferred Stock shall have an Issue Date other
than on the first day of any Dividend Period, the Dividend Rate
with respect to such share during the Dividend Period in which
such Issue Date occurs shall be calculated on the basis of the
applicable Dividend Rate for such Dividend Period for the period
commencing with the Issue Date to and including the last day of
such Dividend Period.
"Junior Dividend Stock" means Common Stock and any other
capital stock of the Company ranking junior to the Increasing
Rate Preferred Stock with respect to the payment of dividends.
"Junior Liquidation Stock" means Common Stock and any
capital stock of the Company junior to the Increasing Rate
Preferred Stock with respect to distributions of assets upon the
dissolution, liquidation or winding up of the Company, whether
voluntary or involuntary.
"Liquidation Value" means, with respect to a share of
Increasing Rate Preferred Stock, $100 plus all dividends (whether
or not earned or declared), accrued and unpaid on such share.
"Spread" (i) for the Dividend Period during which Rouse
issues shares of Increasing Rate Preferred Stock for the first
time shall be 3.50% per annum and (ii) for each Dividend Period
thereafter shall be the Spread for the immediately preceding
Dividend Period plus 0.50%.
REDEMPTION. Any holder of Increasing Rate Preferred Stock
may elect to have the Company redeem all or any portion of such
holder's shares on any Dividend Payment Date (the "Redemption
Date") by delivering to the Company a redemption notice at least
30 but not more than 60 days prior to such Redemption Date;
provided, however, that any shares subject to redemption must
have been issued at least one year prior to the date of such
redemption notice.
For each share of Increasing Rate Preferred Stock to be
redeemed, the Company must pay on the Redemption Date an amount
equal to the sum of (i) 110% of the Liquidation Value of such
share as of such Redemption Date plus (ii) all accrued and unpaid
dividends (whether or not earned or declared) on such share as of
such Redemption Date. In the event the Company is required to
redeem shares of the Increasing Rate Preferred Stock but does not
have sufficient funds legally available to redeem all such
shares, the Company must apply the funds it does have legally
available to redeem on a ratable basis as many shares subject to
redemption as is possible. If the Company fails to redeem all
shares required to be redeemed by it on any given Redemption Date
because of insufficient legally available funds, the holders of
Increasing Rate Preferred Stock will be able to exercise the
Special Voting Right described below.
EXCHANGE. The Company may, at its option, exchange shares
of Common Stock on any Dividend Payment Date (an "Exchange Date")
for any or all shares of Increasing Rate Preferred Stock
outstanding on such Exchange Date (each, an "Exchange"), provided
that in connection with such Exchange, (i) the Company delivers
an exchange notice at least 30 but not more than 60 days prior to
such Exchange Date and (ii) on the Exchange Date, the Company
pays each holder of the shares of Increasing Rate Preferred Stock
to be exchanged an amount equal to all accrued but unpaid
dividends on such shares to such Exchange Date. The number of
shares of Common Stock to be exchanged for each share of
Increasing Rate Preferred Stock will be a number equal to the
Liquidation Value divided by the Current Share Value on the last
day of the Dividend Period immediately preceding the Exchange
Date. If, in connection with an Exchange, the Company intends to
exchange fewer than all the outstanding shares of Increasing Rate
Preferred Stock, the number of shares of Increasing Rate
Preferred Stock to be exchanged will be determined ratably among
the holders of such stock according to the respective number of
shares held by them.
LIQUIDATION. The holders of shares of Increasing Rate
Preferred Stock will be entitled to receive in the event of any
liquidation, dissolution or winding up of the Company, whether
voluntary or involuntary, the Liquidation Value for each share of
Increasing Rate Preferred Stock (the "Liquidation Preference"),
and no more.
Until the holders of the Increasing Rate Preferred Stock
have been paid the Liquidation Preference in full, no payment may
be made to any holder of Junior Liquidation Stock upon the
liquidation, dissolution or winding up of the Company. If, upon
any liquidation, dissolution or winding up of the Company, the
assets of the Company, or any proceeds thereof, distributable
among the holders of the shares of Increasing Rate Preferred
Stock are insufficient to pay in full the Liquidation Preference,
then such assets, or the proceeds thereof, will be distributed
among the holders of shares of Increasing Rate Preferred Stock
ratably in accordance with the respective amounts which would be
payable on such shares of Increasing Rate Preferred Stock if all
amounts payable thereon were paid in full. Neither a merger or
consolidation of the Company with or into another entity nor a
voluntary sale, lease, conveyance, exchange or transfer of all or
substantially all of the Company's assets (except in connection
with a plan of liquidation, dissolution or winding up of the
Company) will be considered a liquidation, dissolution or winding
up, voluntary or involuntary, of the Company.
VOTING RIGHTS. Except as described below, or except as
otherwise from time to time required by applicable law, the
holders of shares of Increasing Rate Preferred Stock will have no
voting rights.
Whenever (i) any accrued but unpaid dividends on the
Increasing Rate Preferred Stock (whether or not earned or
declared) are in arrears for at least one Dividend Period, (ii)
the Company fails to effect any redemption described above or
(iii) the Company fails to effect any Exchange, then (x) the
number of directors then constituting the Board of Directors of
the Company will be increased by one and (y) the holders of
shares of Increasing Rate Preferred Stock, voting separately as a
class, will have the exclusive right (the "Special Voting Right")
to elect a director to fill such vacancy either (1) at a properly
called special meeting of the holders of the Increasing Rate
Preferred Stock called for such purpose or (2) at any annual
meeting of stockholders of the Company. Holders of Increasing
Rate Preferred Stock will have the right to exercise the Special
Voting Right until such time as (i) all accumulated dividends on
the Increasing Rate Preferred Stock shall have been paid in full,
(ii) all redemptions required to be made on any Redemption Date
shall have been made and (iii) all Exchanges required to be made
shall have been made. In exercising the Special Voting Right,
each share of Increasing Rate Preferred Stock will be entitled to
one vote.
In addition, so long as any shares of Increasing Rate
Preferred Stock are outstanding, the consent of the
Representatives or the affirmative vote of the holders of 66-2/3% of
the shares of the Increasing Rate Preferred Stock is required to
issue any preferred stock on parity with or senior to the
Increasing Rate Preferred Stock, amend the articles supplementary
relating to the Increasing Rate Preferred Stock, issue or take
certain actions affecting the Increasing Rate Preferred Stock or
make distributions with respect to stock on parity with or junior
to the Increasing Rate Preferred Stock.
TRANSFER AGENT AND REGISTRAR. The transfer agent and
registrar for the Increasing Rate Preferred Stock will be The
Bank of New York, New York, New York.
JUNIOR PREFERRED STOCK
GENERAL. On February 22, 1996, the Board of Directors of
the Company authorized the Company to classify and issue 37,362
shares of the Junior Preferred Stock as part of the 50,000,000
shares of authorized Preferred Stock.
In connection with the Hughes Acquisition, one share of
Junior Preferred Stock was issued and is currently outstanding.
RANKING. The Junior Preferred Stock ranks senior to the
Common Stock and junior to all other Preferred Stock (unless the
terms of such Preferred Stock specifically provide that it will
rank junior to or on parity with the Junior Preferred Stock),
with respect to payment of dividends and amounts upon
liquidation, dissolution or winding up.
DIVIDENDS. Holders of shares of Junior Preferred Stock are
entitled to receive for each such share, when and as declared by
the Board of Directors of the Company, out of funds of the
Company legally available for payment, a cumulative annual cash
dividend equal to the greater of (i) 10.25% of the liquidation
preference of such Junior Preferred Stock (the "Liquidation
Preference") or (ii) the lesser of 200% of the amount determined
under clause (i) above or the Liquidation Preference divided by
the average closing price of Common Stock used to determine the
exchange ratio in connection with the Hughes Acquisition (the
"Multiplier") multiplied by the aggregate per share amount of all
cash and non-cash dividends (other than dividends payable in
Common Stock), subject to adjustment for stock splits,
combinations and dividends on the Common Stock. Accumulations of
dividends on shares of Junior Preferred Stock will not bear
interest.
Until all accumulated dividends are paid in full, the
Company may not, without first obtaining the consent of the
holders of at least 66-2/3% of the outstanding shares of Junior
Preferred Stock, (i) declare or pay dividends on or make any
other distribution on, or redeem or purchase or otherwise acquire
for consideration any shares of the Company's capital stock
ranking junior to the Junior Preferred Stock (other than such
shares acquired in exchange for other shares of the Company's
capital stock ranking junior to the Junior Preferred Stock), (ii)
declare or pay dividends on or make any other distributions on
any shares of the Company's capital stock ranking on parity with
the Junior Preferred Stock other than dividends payable ratably
on the Junior Preferred Stock and any other parity stock or (iii)
redeem or purchase or otherwise acquire for consideration any
shares of the Company's capital stock ranking on a parity with
the Junior Preferred Stock, except pursuant to an offer that
treats fairly and equitably all holders of Junior Preferred Stock
and such parity stock.
REDEMPTION. The Junior Preferred Stock is not subject to
redemption.
LIQUIDATION. The holders of shares of Junior Preferred
Stock are entitled to receive in the event of any liquidation,
dissolution or winding up of the Company, whether voluntary or
involuntary, a liquidation preference for each share of Junior
Preferred Stock equal to the greater of (i) the sum of $4,148.60
plus all accrued and unpaid dividends on such share to the date
of payment and (ii) an amount equal to the Multiplier multiplied
by the aggregate per share amount to be distributed to holders of
Common Stock in connection with such liquidation, dissolution or
winding up, in each case subject to adjustment for stock splits,
combinations and dividends on the Common Stock. Until the
holders of the Junior Preferred Stock have been paid their
aggregate liquidation preference in full, no payment will be made
to (i) any holder of the Company's capital stock ranking on a
parity with the Junior Preferred Stock, except distributions made
ratably on the Junior Preferred Stock and any stock ranking on
parity therewith or (ii) any holder of the Company's capital
stock ranking junior to the Junior Preferred Stock.
VOTING RIGHTS. Except as otherwise from time to time
required by applicable law, the holders of shares of Junior
Preferred Stock have no voting rights; however, when dividends are in
arrears, a vote of 66-2/3% of the outstanding shares is required
for the Company to pay distributions on or redeem any stock
junior to or on parity with the Junior Preferred Stock.
CONSOLIDATION, MERGER. In the event of a merger,
consolidation or other transaction in which shares of Common
Stock are exchanged for cash, stock, securities or other
property, holders of Junior Preferred Stock are entitled to
receive for each share of their stock the per share consideration
received by holders of Common Stock multiplied by the Multiplier,
subject to adjustment for stock splits, combinations and
dividends on the Common Stock.
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the Debt
Securities sets forth certain general terms and provisions of the
Debt Securities to which any Prospectus Supplement may relate.
The particular terms of the Debt Securities offered by the
Prospectus Supplement (the "Offered Debt Securities") and the
extent, if any, to which such general provisions may apply to the
Debt Securities so offered will be described in the Prospectus
Supplement relating to such Offered Debt Securities.
The Offered Debt Securities are to be issued under an
Indenture (the "Indenture") between the Company and The First
National Bank of Chicago, as trustee (the "Trustee"), a copy of
which Indenture is filed as an exhibit to the Registration
Statement. The following summaries of certain provisions of the
Indenture and the Debt Securities do not purport to be complete
and are subject to, and are qualified in their entirety by
reference to, all provisions of the Indenture, including the
definitions therein of certain terms and of those terms made a
part thereof by the Trust Indenture Act. Wherever particular
provisions or defined terms of the Indenture are referred to,
such provisions or defined terms are incorporated herein by
reference. Certain defined terms in the Indenture are capitalized
herein.
GENERAL
The Debt Securities will be unsecured obligations of the
Company.
The Debt Securities to be offered by this Prospectus are
limited to $400,000,000 in aggregate issue price. The Indenture
does not limit the amount of Debt Securities that may be issued
thereunder and provides that Debt Securities may be issued
thereunder from time to time in one or more series. All Debt
Securities of one series need not be issued at the same time and,
unless otherwise provided, a series may be reopened, without the
consent of any Holder, for issuances of additional Debt
Securities of such series. (Section 301) The Indenture provides
that there may be more than one Trustee thereunder, each with
respect to one or more series of Debt Securities.
Reference is made to the Prospectus Supplement relating to
the Offered Debt Securities for the following terms, where
applicable, of the Offered Debt Securities: (1) the title of the
Offered Debt Securities or series of which they are a part; (2)
any limit on the aggregate principal amount of the Offered Debt
Securities; (3) the date or dates, or the method or methods, if
any, by which such date or dates shall be determined, on which
the principal of such Offered Debt Securities will be payable;
(4) the rate or rates (which may be fixed, floating or
adjustable) at which the Offered Debt Securities will bear
interest, if any, the date or dates from which such interest will
accrue, the Interest Payment Dates on which any such interest
will be payable and the Regular Record Date for any such interest
payable on any Interest Payment Date; (5) the place or places
where the principal of and any premium and interest on such
Offered Debt Securities will be payable; (6) the period or
periods within which, the price or prices at which and the terms
and conditions upon which such Offered Debt Securities may be
redeemed, in whole or in part, at the option of the Company; (7)
the obligation, if any, of the Company to redeem or purchase any
of such Offered Debt Securities pursuant to any sinking fund or
analogous provisions or at the option of a Holder thereof, and
the period or periods within which, the price or prices at which
and the terms and conditions on which any of such Offered Debt
Securities will be redeemed or purchased, in whole or in part,
pursuant to any such obligation; (8) the denominations in which
such Offered Debt Securities will be issuable, if other than
denominations of $1,000 and any integral multiple thereof; (9) if
other than the currency of the United States of America, the
currency, currencies or currency units in which the principal of
or any premium or interest on such Offered Debt Securities will
be payable (and the manner in which the equivalent of the
principal amount thereof in the currency of the United States of
America is to be determined for any purpose, including for the
purpose of determining the principal amount deemed to be
outstanding at any time); (10) if the amount of payments of
principal of or any premium or interest on such Offered Debt
Securities may be determined with reference to an index or
pursuant to a formula, the manner in which such amounts will be
determined; (11) if the principal of or any premium or interest
on such Securities is to be payable, at the election of the
Company or a Holder thereof, in one or more currencies or
currency units other than those in which the Offered Debt
Securities are stated to be payable, the currency, currencies or
currency units in which payment of any such amount as to which
such election is made will be payable, and the periods within
which and the terms and conditions upon which such election is to
be made; (12) if other than the principal amount thereof, the
portion of the principal amount of such Offered Debt Securities
which will be payable upon declaration of acceleration of the
Maturity thereof; (13) if applicable, that such Offered Debt
Securities are defeasible as provided in the Indenture; (14)
whether such Offered Debt Securities are convertible into or
exchangeable for Common Stock, Preferred Stock or other
Securities and the terms and conditions upon which such
conversion or exchange will be effected; (15) whether such
Offered Debt Securities will be issuable in whole or in part in
the form of one or more Global Securities and, if so, the
Depositary or Depositaries for such Global Security or Global
Securities and any circumstances other than those described under
"Global Securities" in which any such Global Security may be
transferred to, and registered and exchanged for Securities
registered in the name of a Person other than the Depositary for
such Global Security or a nominee thereof and in which any such
transfer may be registered; (16) any addition to, or modification
or deletion of, any Events of Default or covenants provided for
with respect to the Offered Debt Securities; (17) the terms, if
any, pursuant to which the Offered Debt Securities will be made
subordinate and subject in right of payment to the prior payment
in full of all Senior Indebtedness of the Company, and the
definition of any such Senior Indebtedness; and (18) any other
terms of such Securities not inconsistent with the provisions of
the Indenture. (Section 301)
Unless otherwise indicated in the Prospectus Supplement
relating to Offered Debt Securities, principal of and any premium
or interest on the Debt Securities will be payable, and the Debt
Securities will be exchangeable and transfers thereof will be
registrable, at the office of the Trustee at its principal
executive offices (see "Concerning the Trustee"), provided that,
at the option of the Company, payment of interest may be made by
check mailed to the address of the Person entitled thereto as it
appears in the Security Register. (Sections 301, 305 and 1002).
Any payment of principal and any premium or interest required to
be made on an Interest Payment Date, Redemption Date or at
Maturity which is not a Business Day need not be made on such
date, but may be made on the next succeeding Business Day with
the same force and effect as if made on the Interest Payment
Date, Redemption Date or at Maturity, as the case may be, and no
interest shall accrue for the period from and after such Interest
Payment Date, Redemption Date or Maturity. (Section 113)
Unless otherwise indicated in the Prospectus Supplement
relating to Offered Debt Securities, the Debt Securities will be
issued only in fully registered form, without coupons, in
denominations of $1,000 or any integral multiple thereof.
(Section 302). No service charge will be made for any transfer or
exchange of the Debt Securities, but the Company may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith. (Section
305)
Debt Securities may be issued under the Indenture as
Original Issue Discount Securities (as defined below) to be
offered and sold at a substantial discount from their stated
principal amount. In addition, under Treasury Regulations it is
possible that Debt Securities which are offered and sold at their
stated principal amount would, under certain circumstances, be
treated as issued at an original issue discount for federal
income tax purposes. Federal income tax consequences and other
special considerations applicable to any such Original Issue
Discount Securities (or other Debt Securities treated as issued
at an original issue discount) will be described in the
Prospectus Supplement relating thereto. "Original Issue Discount
Security" means a security, including any security that does not
provide for the payment of interest prior to Maturity, which is
issued at a price lower than the principal amount thereof and
which provides that upon redemption or acceleration of the Stated
Maturity thereof an amount less than the principal amount thereof
shall become due and payable. (Section 101)
GLOBAL SECURITIES
The Debt Securities of a series may be issued in the form of
one or more Global Securities that will be deposited with a
Depositary or its nominee identified in the Prospectus Supplement
relating to the Offered Debt Securities. In such a case, one or
more Global Securities will be issued in a denomination or
aggregate denominations equal to the portion of the aggregate
principal amount of Outstanding Debt Securities of the series to
be represented by such Global Security or Securities.
Unless and until it is exchanged in whole or in part for
Debt Securities in definitive registered form, a Global Security
may not be registered for transfer or exchange except as a whole
by the Depositary for such Global Security to a nominee of such
Depositary and except in the circumstances described in the
Prospectus Supplement relating to the Offered Debt Securities.
(Sections 204 and 305). The specific terms of the depositary
arrangement with respect to a series of Debt Securities will be
described in the Prospectus Supplement relating to such series.
EVENTS OF DEFAULT
The following are Events of Default under the Indenture with
respect to Debt Securities of any series: (a) failure to pay
principal of or premium, if any, on any Debt Security of that
series when due; (b) failure to pay any interest on any Debt
Security of that series when due, continued for 30 days; (c)
failure to deposit any sinking fund payment, when due, in respect
of any Debt Security of that series; (d) failure to perform any
other covenant of the Company in the Indenture (other than a
covenant included in the Indenture solely for the benefit of a
series of Debt Securities other than that series), continued for
60 days after written notice as provided in the Indenture; (e)
certain events in bankruptcy, insolvency or reorganization; (f) a
default under any bond, debenture, note, mortgage, indenture or
other evidence of indebtedness for money borrowed by the Company
(or by any Subsidiary, the repayment of which the Company has
guaranteed or for which the Company is directly responsible or
liable as obligor or guarantor) having an aggregate principal
amount outstanding of at least $10,000,000, whether such
indebtedness now exists or shall hereafter be created, which
default shall have resulted in such indebtedness being declared
due and payable prior to the date on which it would otherwise
have become due and payable, without such acceleration having
been rescinded or annulled within 10 days after written notice as
provided in the Indenture; and (g) any other Event of Default
provided with respect to Debt Securities of that series. (Section
501). No Event of Default with respect to a particular series of
Debt Securities issued under the Indenture necessarily
constitutes an Event of Default with respect to any other series
of Debt Securities issued thereunder.
The Trustee shall, within 90 days after the occurrence of a
default with respect to Debt Securities of any series, give all
holders of Debt Securities of such series then outstanding notice
of all uncured defaults known to it (the term default to mean the
events specified above without grace periods), provided that,
except in the case of a default in the payment of principal of
and any premium or interest on any Debt Security of any series,
or in the payment of any sinking fund installment with respect to
Debt Securities of any series, the Trustee shall be protected in
withholding such notice if it in good faith determines that the
withholding of such notice is in the interest of all holders of
Debt Securities of such series then outstanding. (Trust Indenture
Act of 1939)
If an Event of Default with respect to Outstanding Debt
Securities of any series shall occur and be continuing, either
the Trustee or the Holders of at least 25% in aggregate principal
amount of the Outstanding Debt Securities of that series may
declare the principal amount (or, if the Debt Securities of that
series are Original Issue Discount Securities, such portion of
the principal amount as may be specified in the terms of that
series) of all the Debt Securities of that series to be due and
payable immediately. At any time after a declaration of
acceleration with respect to Debt Securities of any series has
been made, but before a judgment or decree based on acceleration
has been obtained, the Holders of a majority in principal amount
of the Outstanding Debt Securities of that series may, under
certain circumstances, rescind and annul such acceleration.
(Section 502). For information as to waiver of defaults, see
"Modification and Waiver."
Reference is made to the Prospectus Supplement relating to
each series of Offered Debt Securities which are Original Issue
Discount Securities for the particular provisions relating to
acceleration of the Maturity of a portion of the principal amount
of such Original Issue Discount Securities upon the occurrence of
an Event of Default and the continuation thereof.
The Indenture provides that the Trustee will be under no
obligation, subject to the duty of the Trustee during the default
to act with the required standard of care, to exercise any of its
rights or powers under the Indenture at the request or direction
of any of the Holders, unless such Holders shall have offered to
the Trustee reasonable indemnity. (Section 601). Subject to such
provisions for indemnification of the Trustee, the Holders of a
majority in principal amount of the Outstanding Debt Securities
of any series will have the right to direct the time, method and
place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the
Trustee, with respect to the Debt Securities of that series.
(Section 512)
The Company will furnish to the Trustee annually a
certificate as to compliance by the Company with all conditions
and covenants under the Indenture. (Section 1004)
CONSOLIDATION, MERGER AND TRANSFER OF ASSETS
Under the Indenture, the Company may not consolidate with or
merge into any corporation, or transfer its assets substantially
as an entirety to any Person, unless: (i) the successor
corporation or transferee assumes the Company's obligations on
the Debt Securities and under the Indenture; (ii) after giving
effect to the transaction, no Event of Default and no event
which, after notice or lapse of time or both, would become an
Event of Default shall have occurred and be continuing; and (iii)
certain other conditions are met. (Section 901)
SATISFACTION, DISCHARGE AND DEFEASANCE
The Prospectus Supplement will state if any defeasance
provision will apply to the Offered Debt Securities.
The Indenture, with respect to any series of Debt Securities
(except for certain specified surviving obligations, including
(A) any rights of registration of transfer and exchange and (B)
rights to receive the principal, premium, if any, and interest on
the Debt Securities) will be discharged and cancelled upon the
satisfaction of certain conditions, including the following: (i)
all Debt Securities of such series not theretofore delivered to
the Trustee for cancellation have become due or payable, will
become due and payable at their Stated Maturity within one year
or are to be called for redemption within one year and (ii) the
deposit with such Trustee of an amount in the Specified Currency
sufficient to pay the principal, premium, if any, and interest to
the Maturity of all Debt Securities of such series. (Section 501)
If so specified in the Prospectus Supplement with respect to
Debt Securities of any series, the Company at its option, (i)
will be discharged from any and all obligations in respect of the
Debt Securities of such series (except for certain obligations to
register the transfer or exchange of Debt Securities of such
series, replace stolen, lost or mutilated Debt Securities of such
series, maintain certain offices or agencies in each Place of
Payment and hold moneys for payment in trust), or (ii) will not
be subject to provisions of the applicable Indenture described
above under "-- Consolidation, Merger and Transfer of Assets"
with respect to the Debt Securities of such series, in each case
if the Company irrevocably deposits with the Trustee, in trust,
money or U.S. Government Obligations which through the payment of
interest thereon and principal thereof in accordance with their
terms will provide money in an amount sufficient (in the opinion
of independent public accountants) to pay all the principal
(including any mandatory sinking fund payments) of, and premium,
if any, and interest on, the Debt Securities of such series on
the dates such payments are due in accordance with the terms of
such Debt Securities. To exercise any such option, the Company is
required to deliver to the applicable Trustee (1) an opinion of
counsel to the effect that (a) the deposit and related defeasance
would not cause the Holders of the Debt Securities of such series
to recognize income, gain or loss for federal income tax
purposes, (b) the Company's exercise of such option will not
cause any violation of the Investment Company Act of 1940, as
amended, and (c) if the Debt Securities of such series are then
listed on the NYSE, such Debt Securities would not be delisted as
a result of the exercise of such option and (2) in the case of
the Debt Securities of such series being discharged, a ruling
received from or published by the United States Internal Revenue
Service to the effect that the deposit and related defeasance
would not cause the Holders of the Debt Securities of such series
to recognize income, gain or loss for federal income tax
purposes.
MODIFICATION AND WAIVER
Modifications and amendments of the Indenture may be made by
the Company and the Trustee with the consent of the Holders of a
majority in principal amount of the Outstanding Debt Securities
of each series affected by such modification or amendment;
provided, however, that no such modification or amendment may,
without the consent of the Holder of each Outstanding Debt
Security affected thereby, (a) change the Stated Maturity of the
principal of, or any installment of principal of or interest on,
any Debt Security, (b) reduce the principal amount of, or any
premium or interest on, any Debt Security, (c) reduce the amount
of principal of an Original Issue Discount Security or other
Security payable upon acceleration of the Maturity thereof, (d)
change the place or currency of payment of principal of, or any
premium or interest on, any Debt Security, (e) impair the right
to institute suit for the enforcement of any payment on or with
respect to any Debt Security, (f) reduce the percentage in
principal amount of Outstanding Debt Securities of any series,
the consent of whose Holders is required for modification or
amendment of the Indenture, (g) reduce the percentage in
principal amount of Outstanding Debt Securities of any series
necessary for waiver of certain defaults or (h) modify such
provisions with respect to modification and waiver. (Section 902)
The Holders of a majority in principal amount of the
Outstanding Debt Securities of any series may on behalf of the
Holders of all Debt Securities of that series waive any past
default under the Indenture with respect to that series, except a
default in the payment of the principal of or premium, if any, or
interest on any Debt Security of that series or in respect of a
provision which under the Indenture cannot be modified or amended
without the consent of the Holder of each Outstanding Debt
Security of that series affected. (Section 513)
GOVERNING LAW
The Indenture and the Debt Securities will be governed by,
and construed in accordance with, the law of the State of New
York, but without regard to principles of conflicts of law.
(Section 112)
CONCERNING THE TRUSTEE
The First National Bank of Chicago, a national banking
association duly organized and existing under the laws of the
United States of America, with its principal offices at One First
National Plaza, Suite 0126, Chicago, Illinois 60670, will act as
Trustee for the benefit of the Holders of the Debt Securities
under the Indenture. The Trustee also serves as the trustee
under the indenture in respect of (i) the Company's $120,000,000
aggregate principal amount of 8.5% Notes due January 15, 2003,
(ii) the Company's $150,000,000 aggregate issue amount of Medium-
Term Notes due Nine Months or More from Date of Issue and
(iii) $141,753,000 aggregate principal amount of 9 1/4% Junior
Subordinated Debentures due 2025. The Company maintains other
banking relationships with the Trustee in the ordinary course of
business, including maintaining a line of credit with and
obtaining loans from the Trustee.
PLAN OF DISTRIBUTION
The Company may sell Securities to or through one or more
underwriters or dealers and also may sell Securities directly to
institutional investors or other purchasers, or through agents.
The distribution of the Securities may be effected from time
to time in one or more transactions at a fixed price or prices,
which may be changed, or at market prices prevailing at the time
of sale, at prices related to such prevailing market prices or at
negotiated prices.
In connection with the sale of Securities, underwriters or
agents may receive compensation from the Company or from
purchasers of Securities for whom they may act as agents in the
form of discounts, concessions or commissions. Underwriters may
sell Securities to or through dealers, and such dealers may
receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the
purchasers for whom they may act as agents. Underwriters, dealers
and agents that participate in the distribution of Securities may
be deemed to be underwriters, and any discounts or commissions
received by them from the Company and any profit on the resale of
Securities by them may be deemed to be underwriting discounts and
commissions under the Securities Act. Any such underwriter or
agent will be identified, and any such compensation received from
the Company will be described, in the related Prospectus
Supplement.
Under agreements which may be entered into by the Company,
underwriters and agents who participate in the distribution of
Securities may be entitled to indemnification by the Company
against certain liabilities, including liabilities under the
Securities Act.
If so indicated in the related Prospectus Supplement, the
Company will authorize underwriters or other persons acting as
the Company's agents to solicit offers by certain institutions to
purchase Securities from the Company pursuant to contracts
providing for payment and delivery on a future date. Institutions
with which such contracts may be made include commercial and
savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions and others,
but in all cases such institutions must be approved by the
Company. The obligations of any purchaser under any such contract
will be subject to the condition that the purchase of the
Securities shall not at the time of delivery be prohibited under
the laws of the jurisdiction to which such purchaser is subject.
The underwriters and such other agents will not have any
responsibility in respect of the validity or performance of such
contracts.
Certain of the underwriters or agents and their associates
may engage in transactions with and perform services for the
Company or its affiliates in the ordinary course of their
respective businesses.
The Securities may or may not be listed on a national
securities exchange (other than the Common Stock, which is listed
on the NYSE). Any Common Stock sold pursuant to a Prospectus
Supplement will be listed on the NYSE, subject to official notice
of issuance. No assurances can be given that there will be an
active trading market for the Securities.
EXPERTS
The consolidated financial statements and schedules of the
Company and its subsidiaries as of December 31, 1995 and 1994,
and for each of the years in the three-year period ended December
31, 1995, incorporated by reference in this Registration
Statement have been incorporated by reference in reliance upon
(1) the report of KPMG Peat Marwick LLP, independent certified
public accountants, incorporated by reference herein and upon the
authority of said firm as experts in accounting and auditing, and
(2) with respect to the current value basis financial statements,
the report of Landauer Associates, Inc., real estate counselors
and consultants, incorporated by reference herein, and upon the
authority of said firm as experts in real estate consultation.
LEGAL MATTERS
The validity of the Common Stock and the Preferred Stock will
be passed upon for the Company by Piper & Marbury, L.L.P.,
Baltimore, Maryland. The validity of the Debt Securities will be
passed upon for the Company by Fried, Frank, Harris, Shriver &
Jacobson (a partnership including professional corporations), New
York, New York. Piper & Marbury, L.L.P., Baltimore, Maryland,
will serve as counsel for any underwriters and agents.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
<TABLE>
<CAPTION>
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<S> <C>
Securities and Exchange Commission
registration fee $121,213
Printing expenses *
Rating agency fees *
New York Stock Exchange listing fee *
Trustee's fees *
Legal fees and expenses *
Accounting expenses *
Blue Sky fees and expenses *
Other *
--------
Total $ *
========
<FN>
- --------------------
* EXCEPT FOR THE SECURITIES AND EXCHANGE COMMISSION
REGISTRATION FEE, ALL OF THE FOREGOING EXPENSES HAVE BEEN
ESTIMATED.
</FN>
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article IX of the Bylaws of the Company provides that
directors and officers of the Company shall be indemnified by the
Company to the fullest extent permitted by Maryland law as now or
hereafter in force, including the advance of related expenses.
If any determination is required under applicable law as to
whether a director or officer is entitled to indemnification,
such determination shall be made by independent legal counsel
retained by the Company and appointed by either the Board of
Directors or the Chief Executive Officer. Paragraph (f) of
Article Seventh of the Amended and Restated Articles of
Incorporation of the Company provides that to the fullest extent
permitted by Maryland statutory or decisional law, as amended or
interpreted, no director or officer of the Company shall be
personally liable to the Company or its stockholders for money
damages. A copy of Section 2-418 of the Corporations and
Associations Article of the Annotated Code of Maryland is
incorporated by reference into this Registration Statement.
The Company maintains directors and officers insurance on
behalf of its directors, officers and certain other persons
against any liability asserted against them in any such capacity.
The form of Underwriting Agreement contained in Exhibit 1.1
provides for indemnification of the directors and officers
signing the Registration Statement and certain controlling
persons of the Company against certain liabilities, including
certain liabilities under the Securities Act of 1933, as amended,
in certain instances by each underwriter participating in an
offering of the Preferred Securities.
ITEM 16. EXHIBITS
Set forth below is a list of the exhibits included as part of
this Registration Statement.
EXHIBIT
NO. DESCRIPTION
------- -----------
*1.1 Form of Underwriting Agreement for Common Stock or
Preferred Stock
*1.2 Form of Underwriting Agreement for Debt Securities
*1.3 Form of Distribution Agreement for Debt Securities
4.1 Charter of the Company, as amended and restated
effective May 27, 1988, (which is incorporated by
reference from the Exhibits to the Company's Form 10-K
Annual Report for the fiscal year ended December 31,
1988 (see Commission File No. 0-1743))
4.2 Articles of Amendment to the Charter of the Company,
effective January 10, 1991, (which are incorporated by
reference from the Exhibits to the Company's Form 10-K
Annual Report for the fiscal year ended December 31,
1990 (see Commission File No. 0-1743))
4.3 The Articles Supplementary to the Charter of the C
ompany, dated February 17, 1993, are incorporated by
reference from the Exhibits to the Company's Form 10-K
Annual Report for the fiscal year ended December 31,
1992
4.4 The Articles Supplementary to the Charter of the C
ompany, dated September 26, 1994, are incorporated by
reference from the Exhibits to the Company's Form S-3
Registration Statement (No. 33-57707)
4.5 The Articles Supplementary to the Charter of the C
ompany, dated December 27, 1994, are incorporated by
reference from the Exhibits to the Company's Form S-3
Registration Statement (No. 33-57707)
4.6 The form of Articles Supplementary to the Charter of
the Company relating to the Company's Increasing Rate
Cumulative Preferred Stock, par value $0.01 per share,
are incorporated by reference from Exhibit 4.6 to the
Company's Form S-4 Registration Statement (No. 333-
1693)
4.7 The form of Articles Supplementary to the Charter of
the Company relating to the Company's 10.25% Junior
Preferred Stock, 1996 Series, par value $0.01 per
share, are incorporated by reference from Exhibit 4.7
to the Company's Form S-4 Registration Statement
(No. 333-1693)
4.8 The Bylaws of the Company, as amended September 22,
1994, are incorporated by reference from the Exhibits
to the Company's Form 10-Q Quarterly Report for the
quarter ended September 30, 1994 (see Commission File
No. 0-1743).
4.9 Contingent Stock Agreement, effective as of January
1, 1996, by the Company in favor of and for the benefit
of the Holders and Representatives named therein (which
is incorporated by reference to Exhibit 2.3 to the
Company's Form S-4 Registration Statement (No. 333-
1693).
*4.10 Form of Indenture, between the Company and The
First National Bank of Chicago, as trustee
*5.1 Opinion of Fried, Frank, Harris, Shriver & Jacobson
*5.2 Opinion of Piper & Marbury,
L.L.P.
12.1 Computation of Ratio of Earnings to Combined Fixed
Charges and Preferred Stock Dividend Requirements
12.2 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Landauer Associates, Inc.
*23.3 Consent of Fried, Frank, Harris, Shriver &
Jacobson (included in Exhibit 5.1 above)
*23.4 Consent of Piper & Marbury,
L.L.P. (included in Exhibit 5.2 above)
24.1 Power of Attorney, dated January 30, 1997
24.2 Power of Attorney, dated January 30, 1997
*25.1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The First National Bank of
Chicago, as trustee under the Indenture
99.1 Section 2-418 of the Corporations and Associations
Article of the Annotated Code of Maryland (which is
incorporated by reference from the Exhibits to the
Company's Form S-3 Registration Statement (No. 33-56646))
- ---------------------------
* To be filed by amendment.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of this
registration statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in this registration statement;
notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar
value of securities offered would not exceed that which
was registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) under the Securities
Act of 1933 if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement; and
(iii) to include any material information with
respect to the plan of distribution not previously
disclosed in this registration statement or any
material change to such information in this
registration statement;
provided, however, that the undertakings set forth in
paragraphs (1)(i) and (ii) above do not apply if the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer, or controlling person of the
registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the questions whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
The undersigned registrant hereby undertakes to provide to
the underwriter, at the closing specified in the underwriting
agreements, certificates in such denominations and registered in
such names as required by the underwriter to permit prompt
delivery to each purchaser.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under
the Securities Act of 1933, the information omitted from the
form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall
be deemed to be part of this registration statement as of
the time it was declared effective.
(2) For the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment
that contains a form of prospectus shall be deemed to be a
new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
The undersigned registrant hereby undertakes to file an
application for the purpose of determining the eligibility of the
trustees to act under subsection (a) of Section 310 of the Trust
Indenture Act in accordance with the rules and regulations
prescribed by the Commission under Section 305(b)(2) of the Trust
Indenture Act.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
The Rouse Company certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the County of Howard, State of Maryland, on the 30th day of
January, 1997.
THE ROUSE COMPANY
By: /s/ Anthony W. Deering
------------------------
Anthony W. Deering
President, Chief
Executive Officer
and Director
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
Principal Executive Officer:
/s/ Anthony W. Deering President, January 30, 1997
- ------------------------- Chief Executive
Anthony W. Deering Officer and
Director
Principal Financial Officer:
/s/ Jeffrey H. Donahue Senior Vice January 30, 1997
- ------------------------- President and
Jeffrey H. Donahue Chief Financial
Officer
Principal Accounting
Officer:
/s/ George L. Yungmann Senior Vice January 30, 1997
- ------------------------- President and
George L. Yungmann Controller
THE BOARD OF DIRECTORS
David H. Benson, Jeremiah E. Casey, Anthony W. Deering, Rohit M.
Desai, Mathias J. DeVito, Juanita T. James, William R. Lummis,
Thomas J. McHugh, Hanne M. Merriman, Roger W. Schipke, Alexander
B. Trowbridge and Gerard J. M. Vlak.
/s/ Anthony W. Deering For himself and January 30, 1997
- ------------------------ as Attorney-in-
Anthony W. Deering Fact for the
Attorney-in-Fact above-named
members of the
Board of
Directors
EXHIBITS
EXHIBIT
NO. DESCRIPTION
------- -----------
*1.1 Form of Underwriting Agreement for Common Stock or
Preferred Stock
*1.2 Form of Underwriting Agreement for Debt Securities
*1.3 Form of Distribution Agreement for Debt Securities
4.1 Charter of the Company, as amended and restated
effective May 27, 1988, (which is incorporated by
reference from the Exhibits to the Company's Form 10-K
Annual Report for the fiscal year ended December 31,
1988 (see Commission File No. 0-1743))
4.2 Articles of Amendment to the Charter of the Company,
effective January 10, 1991, (which are incorporated by
reference from the Exhibits to the Company's Form 10-K
Annual Report for the fiscal year ended December 31,
1990 (see Commission File No. 0-1743))
4.3 The Articles Supplementary to the Charter of the C
ompany, dated February 17, 1993, are incorporated by
reference from the Exhibits to the Company's Form 10-K
Annual Report for the fiscal year ended December 31,
1992
4.4 The Articles Supplementary to the Charter of the C
ompany, dated September 26, 1994, are incorporated by
reference from the Exhibits to the Company's Form S-3
Registration Statement (No. 33-57707)
4.5 The Articles Supplementary to the Charter of the C
ompany, dated December 27, 1994, are incorporated by
reference from the Exhibits to the Company's Form S-3
Registration Statement (No. 33-57707)
4.6 The form of Articles Supplementary to the Charter of
the Company relating to the Company's Increasing Rate
Cumulative Preferred Stock, par value $0.01 per share,
are incorporated by reference from Exhibit 4.6 to the
Company's Form S-4 Registration Statement (No. 333-
1693)
4.7 The form of Articles Supplementary to the Charter of
the Company relating to the Company's 10.25% Junior
Preferred Stock, 1996 Series, par value $0.01 per
share, are incorporated by reference from Exhibit 4.7
to the Company's Form S-4 Registration Statement
(No. 333-1693)
4.8 The Bylaws of the Company, as amended September 22,
1994, are incorporated by reference from the Exhibits
to the Company's Form 10-Q Quarterly Report for the
quarter ended September 30, 1994 (see Commission File
No. 0-1743).
4.9 Contingent Stock Agreement, effective as of January
1, 1996, by the Company in favor of and for the benefit
of the Holders and Representatives named therein (which
is incorporated by reference to Exhibit 2.3 to the
Company's Form S-4 Registration Statement (No. 333-
1693).
*4.10 Form of Indenture, between the Company and The
First National Bank of Chicago, as trustee
*5.1 Opinion of Fried, Frank, Harris, Shriver & Jacobson
*5.2 Opinion of Piper & Marbury,
L.L.P.
12.1 Computation of Ratio of Earnings to Combined Fixed
Charges and Preferred Stock Dividend Requirements
12.2 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Landauer Associates, Inc.
*23.3 Consent of Fried, Frank, Harris, Shriver &
Jacobson (included in Exhibit 5.1 above)
*23.4 Consent of Piper & Marbury,
L.L.P. (included in Exhibit 5.2 above)
24.1 Power of Attorney, dated January 30, 1997
24.2 Power of Attorney, dated January 30, 1997
*25.1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of The First National Bank of
Chicago, as trustee under the Indenture
99.1 Section 2-418 of the Corporations and Associations
Article of the Annotated Code of Maryland (which is
incorporated by reference from the Exhibits to the
Company's Form S-3 Registration Statement (No. 33-56646))
- ----------------------
* To be filed by amendment.
EXHIBIT 12.1
THE ROUSE COMPANY AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED
CHARGES AND PREFERRED STOCK DIVIDEND REQUIREMENTS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
----------------- --------------------------------------
1996 1995 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings (loss) before
income taxes,
extraordinary loss and
cumulative effect of
change in accounting
principle $27,341 $ 8,415 $10,169 $ 13,336 $ 3,072 $ (20,783) $ 5,245
Fixed charges:
Interest costs 169,330 164,213 219,838 220,971 219,705 221,907 219,538
Capitalized interest (7,051) (5,236) (6,875) (7,388) (8,899) (15,098) (21,243)
Amortization of debt
issuance costs 1,466 1,924 2,527 2,146 2,801 3,571 3,173
Distributions on Company-
obligated mandatorily
redeemable preferred
securities of a trust
holding solely Parent
Company subordinated debt
securities 9,539 - 1,204 - - - -
Portion of rental expense
representative of
interest factor (1) 5,301 5,042 8,266 10,788 15,988 14,739 15,265
Support for debt service
costs provided to
affiliates accounted for
under the equity method - - - - 31 389 1,106
Adjustments to earnings (loss):
Minority interest in
earnings of majority-owned
subsidiaries having fixed
charges 893 1,716 2,026 2,234 1,909 1,747 2,118
Undistributed earnings of
less than 50%-owned
subsidiaries - - (189) (564) (68) (84) (540)
Previously capitalized
interest amortized into
earnings:
Depreciation of operating
properties (2) 2,900 2,823 3,764 3,670 3,605 3,474 3,145
Cost of land sales (3) 1,341 987 1,421 1,580 1,627 1,295 928
------- -------- ------- ------- -------- -------- ---------
Earnings available for
combined fixed charges
and Preferred stock
dividend
requirements $211,060 $179,884 $242,151 $246,773 $239,771 $211,157 $228,735
========= ========= ========= ========= ========= ========= =========
Combined fixed charges and
Preferred stock dividend
requirements:
Interest costs $162,279 $164,213 $219,838 $220,971 $219,705 $221,907 $219,538
Amortization of debt
issuance costs 1,466 1,924 2,527 2,146 2,801 3,571 3,173
Distributions on Company-
obligated mandatorily
redeemable preferred
securities of a trust
holding solely Parent
Company subordinated
debt securities 9,539 - 1,204 - - - -
Portion of rental expense
representative of
interest factor (1) 5,301 5,042 8,266 10,788 15,988 14,739 15,265
Support for debt service
costs provided to
affiliates accounted for
under the equity method - - - - 31 389 1,106
Preferred stock dividend
requirements (4) 17,555 18,302 24,402 21,802 18,968 - -
------- ------- ------- ------- ------- -------- -------
Total combined fixed charges
and Preferred stock
dividend requirements $196,140 $189,481 $256,237 $255,707 $257,493 $240,606 $239,082
======== ======== ======== ========= ======== ======== ========
Ratio of earnings to
combined fixed charges
and Preferred stock
dividend requirements 1.08 - - - - - -
======= ======= ======= ======= ======= ======= =======
<FN>
(1) Includes (a) 80% of minimum rentals, the
portion of such rentals considered to be a
reasonable estimate of the interest factor and
(b) 100% of contingent rentals of $2,650,000 and
$1,597,000 for the nine months ended September 30,
1996 and 1995, respectively, and $3,644,000
$6,232,000, $10,006,000, $8,106,000, and $8,458,000
for the years ended December 31, 1995, 1994, 1993,
1992, and 1991 , respectively.
(2) Represents an estimate of depreciation of
capitalized interest costs based on the Company's
established depreciation policy and an analysis of
interest costs capitalized since 1971.
(3) Represents 10% of costs of land sales, the
portion of such cost considered to be a reasonable
estimate of the interest factor.
(4) Represents estimated pre-tax earnings required
to cover Preferred stock dividends. All amounts are
calculated based on actual Preferred stock dividends
and an estimated effective tax rate of 40%.
(5) Total combined fixed charges and Preferred stock dividend requirements
exceeded the Company's earnings available for combined fixed charges and
Preferred stock dividend requirements by $9,597,000 for the nine months ended
September 30, 1995 and by $14,086,000, $8,934,000, $17,722,000, $29,449,000, and
$10,347,000 for the years ended December 31, 1995, 1994, 1993, 1992, and 1991,
respectively.
</FN>
</TABLE>
EXHIBIT 12.2
<TABLE>
THE ROUSE COMPANY AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(DOLLARS IN THOUSANDS)
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
----------------------- -----------------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
--------- ---------- -------- --------- --------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings (loss) before
income taxes,
extraordinary loss and
cumulative effect of
change in accounting
principle $27,341 $ 8,415 $10,169 $ 13,336 $ 3,072 $(20,783) $ 5,245
Fixed charges:
Interest costs 169,330 164,213 219,838 220,971 219,705 221,907 219,538
Capitalized interest (7,051) (5,236) (6,875) (7,388) (8,899) (15,098) (21,243)
Amortization of debt
issuance costs 1,466 1,924 2,527 2,146 2,801 3,571 3,173
Distributions on Company-
obligated mandatorily
redeemable preferred
securities of a trust
holding solely Parent
Company subordinated
debt securities 9,539 - 1,204 - - - -
Portion of rental expense
representative of
interest factor (1) 5,301 5,042 8,266 10,788 15,988 14,739 15,265
Support for debt service
costs provided to
affiliates accounted for
under the equity method - - - - 31 389 1,106
Adjustments to earnings (loss):
Minority interest in
earnings of
majority-owned
subsidiaries having
fixed charges 893 1,716 2,026 2,234 1,909 1,747 2,118
Undistributed earnings of
less than 50%-owned
subsidiaries - - (189) (564) (68) (84) (540)
Previously capitalized
interest amortized into
earnings:
Depreciation of operating
properties (2) 2,900 2,823 3,764 3,670 3,605 3,474 3,145
Cost of land sales (3) 1,341 987 1,421 1,580 1,627 1,295 928
-------- --------- -------- --------- --------- --------- --------
Earnings available
for fixed
charges $211,060 $179,884 $242,151 $246,773 $239,771 $211,157 $228,735
======== ======== ======== ======== ======== ======== ========
Fixed charges:
Interest costs $162,279 $164,213 219,838 $220,971 $219,705 $221,907 $219,538
Amortization of debt
issuance costs 1,466 1,924 2,527 2,146 2,801 3,571 3,173
Distributions on Company-
obligated mandatorily
redeemable preferred
securities of a trust
holding solely Parent
Company subordinated
debt securities 9,539 - 1,204 - - - 0
Portion of rental expense
representative of
interest factor (1) 5,301 5,042 8,266 10,788 15,988 14,739 15,265
Support for debt service
costs provided to
affiliates accounted for
under the equity method - - - - 31 389 1,106
-------- --------- -------- --------- --------- --------- --------
Total fixed
charges (4) $178,585 $171,179 $231,835 $233,905 $238,525 $240,606 $239,082
======== ======== ======== ======== ======== ======== ========
Ratio of earnings to
fixed charges 1.18 1.05 1.04 1.06 1.01 - -
======== ======== ======== ======== ======== ======== ========
<FN>
(1) Includes (a) 80% of minimum rentals, the portion of such rentals considered
to be a reasonable estimate of the interest factor and (b) 100% of
contingent rentals of $2,650,000 and $1,597,000 for the nine months ended
September 30, 1996 and 1995, respectively, and $3,644,000, $6,232,000,
$10,006,000, $8,106,000, and $8,458,000 for the years ended December 31,
1995, 1994, 1993, 1992, and 1991, respectively.
(2) Represents an estimate of depreciation of capitalized interest costs based
on the Company's established depreciation policy and an analysis of
interest costs capitalized since 1971.
(3) Represents 10% of costs of land sales, the portion of such cost considered
to be a reasonable estimate of the interest factor.
(4) Total fixed charges exceeded the Company's earnings available for fixed
charges by $29,449,000 and $10,347,000 for the years ended December 31,
1992 and 1991, respectively.
</FN>
</TABLE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
The Board of Directors
The Rouse Company:
We consent to the use of our report incorporated herein by
reference and to the reference to our firm under the heading
"Experts" in the prospectus.
/s/ KPMG PEAT MARWICK LLP
----------------------------
KPMG PEAT MARWICK LLP
Baltimore, Maryland
January 30, 1997
EXHIBIT 23.2
CONSENT OF INDEPENDENT REAL ESTATE CONSULTANTS
----------------------------------------------
The Board of Directors of the Company:
We consent to the inclusion in the Registration Statement of
The Rouse Company (the "Company") on Form S-3 (Registration
No. 333- ) of our report dated February 22, 1996, on our
concurrence with the Company's estimates of the market value of
its equity and other interests in certain real property owned
and/or managed by the Company and its subsidiaries as of December
31, 1995 and 1994, and to the reference to our firm under the
heading "Experts" in the Prospectus that is a part of such
Registration Statement.
/s/ Deborah A. Jackson
----------------------------
LANDAUER ASSOCIATES, INC.
New York, New York
January 30, 1997
EXHIBIT 24.1
THE ROUSE COMPANY
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that, effective January
30, 1997, each person whose signature appears below constitutes
and appoints MATHIAS J. DeVITO, ANTHONY W. DEERING, JEFFREY H.
DONAHUE and BRUCE I. ROTHSCHILD, and each of them, such person's
true and lawful agents and attorneys-in-fact, with full power of
substitution and resubstitution, for such individual and in his
name, place and stead, in any and all capacities, to sign for the
undersigned such Registration Statement or Statements of The
Rouse Company (the "Company") on Form S-3, or any successor or
alternative Form, as may be filed from time to time, in
connection with the issuance by the Company of its Common Stock,
par value $.01 per share, any class of Preferred Stock, par value
$.01 per share, or other equity securities or debt securities,
and any registration statement or statements relating to an
offering contemplated by such Registration Statement or
Statements that are to be filed with the Securities and Exchange
Commission, Washington, D.C., under the Securities Act of 1933,
as amended (the "Securities Act"), or the Securities Exchange Act
of 1934, as amended, and the regulations promulgated thereunder,
including any and all amendments (including post-effective
amendments) to such Registration Statement or Statements and any
registration statement related to an offering contemplated by
such Registration Statement or Statements that are to be
effective upon filing pursuant to Rule 462(b) under the
Securities Act, and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities
and Exchange Commission and any State or other regulatory
authority, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
/s/ Anthony W. Deering (SEAL)
------------------------------
Anthony W. Deering
President and
Chief Executive Officer
/s/ Jeffrey H. Donahue (SEAL)
------------------------------
Jeffrey H. Donahue
Senior Vice President and
Chief Financial Officer
/s/ George L. Yungmann (SEAL)
------------------------------
George L. Yungmann
Senior Vice President
and Controller
EXHIBIT 24.2
THE ROUSE COMPANY
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that, effective January
30, 1997, each person whose signature appears below constitutes
and appoints MATHIAS J. DeVITO, ANTHONY W. DEERING, JEFFREY H.
DONAHUE and BRUCE I. ROTHSCHILD, and each of them, such person's
true and lawful agents and attorneys-in-fact, with full power of
substitution and resubstitution, for such individual and in his
or her name, place and stead, in any and all capacities, to sign
for the undersigned such Registration Statement or Statements of
The Rouse Company (the "Company") on Form S-3, or any successor
or alternative Form, as may be filed from time to time, in
connection with the issuance by the Company of its Common Stock,
par value $.01 per share, any class of Preferred Stock, par value
$.01 per share, or other equity securities or debt securities,
and any registration statement or statements relating to an
offering contemplated by such Registration Statement or
Statements that are to be filed with the Securities and Exchange
Commission, Washington, D.C., under the Securities Act of 1933,
as amended (the "Securities Act"), or the Securities Exchange Act
of 1934, as amended, and the regulations promulgated thereunder,
including any and all amendments (including post-effective
amendments) to such Registration Statement or Statements and any
registration statement related to an offering contemplated by
such Registration Statement or Statements that are to be
effective upon filing pursuant to Rule 462(b) under the
Securities Act, and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities
and Exchange Commission and any State or other regulatory
authority, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or
their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ David H. Benson (SEAL)
------------------------------
David H. Benson
Director
/s/ Jeremiah E. Casey (SEAL)
------------------------------
Jeremiah E. Casey
Director
/s/ Anthony W. Deering (SEAL)
------------------------------
Anthony W. Deering
Director
/s/ Mathias J. DeVito (SEAL)
------------------------------
Mathias J. DeVito
Chairman of the Board and
Director
/s/ Rohit M. Desai (SEAL)
------------------------------
Rohit M. Desai
Director
/s/ Juanita T. James (SEAL)
------------------------------
Juanita T. James
Director
/s/ William R. Lummis (SEAL)
------------------------------
William R. Lummis
Director
/s/ Thomas J. McHugh (SEAL)
------------------------------
Thomas J. McHugh
Director
/s/ Hanne M. Merriman (SEAL)
------------------------------
Hanne M. Merriman
Director
/s/ Roger W. Schipke (SEAL)
------------------------------
Roger W. Schipke
Director
/s/ Alexander B. Trowbridge(SEAL)
---------------------------------
Alexander B. Trowbridge
Director
/s/ Gerard J. M. Vlak (SEAL)
------------------------------
Gerard J. M. Vlak
Director
