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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) October 7, 1998
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The Rouse Company
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(Exact name of registrant as specified in its charter)
Maryland 0-1743 52-0735512
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
10275 Little Patuxent Parkway
Columbia, Maryland 21044-3456
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(Address of principle 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
eight retail centers for approximately $1.3 billion in a series of transactions
expected to be completed during the third and fourth quarters of 1998. The
agreement is subject to the satisfaction of certain conditions and includes a
provision for the substitution of, or increase or decrease by TrizecHahn, in
certain circumstances, in the number of retail centers to be acquired.
On October 7, 1998, a wholly owned subsidiary of the Company purchased from
TrizecHahn assets known as Fashion Place Mall. In related transactions on the
same date, other wholly owned subsidiaries purchased from TrizecHahn a 25%
interest in assets known as The Fashion Show (a retail center in which the
Company indirectly owns the remaining 75% ownership interest) and a 58.1%
partnership interest in H-N-W Associates ("HNW"). HNW owns a 34.3% interest in
Westdale Associates, a general partnership that owns assets known as Westdale
Mall. As a result, Company subsidiaries now own Fashion Place Mall, The
Fashion Show and, through affiliates, a 20% interest in Westdale Mall.
Fashion Place Mall is a regional shopping center in Salt Lake City, Utah and
contains approximately 382,000 square feet of leasable mall space and three
department stores encompassing 566,000 square feet of space. The Fashion Show
is a regional shopping center on the Strip in downtown Las Vegas, Nevada and
contains approximately 308,000 square feet of leasable space and five
department stores encompassing 532,000 square feet of space. Westdale Mall is
a regional shopping center in Cedar Rapids, Iowa and contains approximately
383,000 square feet of leasable mall space and four department stores
encompassing 471,000 square feet of space. Fashion Place Mall, The Fashion
Show and Westdale Mall will continue to operate as regional shopping centers.
The aggregate purchase price for the Company's interests in the properties was
approximately $188,250,000, including approximately $132,400,000 paid at
closing and approximately $55,850,000 of debt secured by the properties which
was assumed by subsidiaries of the Company. The purchase prices were
determined on an individual property basis by negotiation between
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Item 2. Acquisition or Disposition of Assets, continued
the applicable parties. The Company used proceeds from additional mortgage debt
secured by one of the properties to pay approximately $21,000,000 of the
purchase price at closing. The balance of the purchase price paid at closing of
$111,400,000 was funded by borrowings under the Company's unsecured revolving
credit facility that was underwritten by The First National Bank of Chicago and
Bankers Trust Company.
Prior to the transactions, 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, except an
affiliate of the Company had a 75% interest in and managed The Fashion Show
Mall in Las Vegas, Nevada, in which TrizecHahn had a 25% ownership interest.
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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 December 20,
1998.
(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: October 21, 1998 By /s/ Jeffrey H. Donahue
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Jeffrey H. Donahue
Senior Vice-President and
Chief Financial Officer
Date: October 21, 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.
