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Form 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 3, 1998
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The Rouse Company
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Maryland 0-1743 52-0735512
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identifica-
incorporation) tion No.)
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10275 Little Patuxent Parkway
Columbia, Maryland 21044-3456
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (410) 992-6000
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On April 6, 1998, The Rouse Company (the "Company") and Westfield America, Inc.
entered into an agreement to purchase a portfolio of interests in retail centers
from TrizecHahn Centers Inc. ("TrizecHahn"). Under the terms of the agreement,
as amended, the Company agreed to purchase ownership interests in seven retail
centers for approximately $1.1 billion in a series of transactions completed
during the third and fourth quarters of 1998. This Current Report on Form 8-K is
reporting the last of these transactions.
On December 3, 1998, a wholly owned subsidiary of the Company purchased from
TrizecHahn assets known as Bridgewater Commons. As a result, the Company now
has a 100% interest in Bridgewater Commons.
Bridgewater Commons is a regional shopping center in Bridgewater, New Jersey and
contains approximately 381,000 square feet of leasable mall space and three
department stores encompassing 503,000 square feet of space. Bridgewater
Commons will continue to operate as a regional shopping center.
The aggregate purchase price for the property, negotiated between the Company
and TrizecHahn, was approximately $264,596,000, including approximately
$162,209,000 paid at closing and approximately $102,387,000 of mortgage debt
secured by the property which was assumed by a subsidiary of the Company. The
Company used $91,100,000 of proceeds from the sale to TrizecHahn of three office
buildings, $150,000,000 of proceeds from new mortgage debt secured by the
property and $23,496,000 of borrowings under the Company's bridge loan credit
facility to repay the assumed mortgage debt and fund the purchase price. The
bridge loan credit facility and the revolving credit facility were underwritten
by The First National Bank of Chicago and Bankers Trust Company.
Prior to the transaction, there were no material relationships between
TrizecHahn and the Company or any of its affiliates, any director or officer of
the Company or any affiliate of any such director or officer. As previously
reported on Current Reports
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Item 2. Acquisition or Disposition of Assets, continued.
on Form 8-K, subsidiaries of the Company purchased TrizecHahn's interests in
Towson Town Center on October 22, 1998, in The Fashion Show, Fashion Place Mall
and Westdale Mall on October 7, 1998, and in Park Meadows Mall and Valley Fair
Mall on July 31, 1998.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) & (b) It is impracticable for the Company to provide any of the
financial statements and pro forma financial information required
by Items 7(a) and (b) at this time. The Company will file the
required financial statements and pro forma financial information
as soon as practicable, but in any event no later than February 15,
1999.
(c) The following exhibit is part of this Current Report on Form 8-K:
Exhibit
Number Exhibit
2 Asset Purchase Agreement between TrizecHahn Centers
Inc. and The Rouse Company and Westfield America, Inc.,
dated April 6, 1998, is incorporated by reference from
the Company's Current Report on Form 8-K filed August
13, 1998.
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Signatures
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE ROUSE COMPANY
Date: December 18, 1998 By /s/ Jeffrey H. Donahue
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Jeffrey H. Donahue
Executive Vice President
and Chief Financial
Officer
Date: December 18, 1998 By /s/ George L. Yungmann
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George L. Yungmann
Senior Vice President
and Controller
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Exhibit Index
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Exhibit Number Exhibit
2 Asset Purchase Agreement between TrizecHahn
Centers Inc. and The Rouse Company and Westfield
America, Inc., dated April 6, 1998, is
incorporated by reference from the Company's
Current Report on Form 8-K filed August 13, 1998.
