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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) November 30, 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) Identifica-
incorporation) tion No.)
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 June 30, 1998, The Rouse Company (the "Company") entered into an agreement
with Teachers Properties, Inc. ("Teachers") to acquire all of the income-
producing properties and certain land parcels of Rouse-Teachers Properties, Inc.
("RTPI"), an entity in which Teachers held a 95% ownership interest and the
Company held a 5% ownership interest.
On November 30, 1998, a wholly owned subsidiary of the Company acquired from
Teachers its interest in RTPI.
The acquired assets of RTPI consist of 22 office buildings in metropolitan
Baltimore, Maryland containing approximately 1,034,000 square feet of leasable
space, 26 industrial buildings in metropolitan Baltimore containing
approximately 1,675,000 square feet of leasable space, 8 office buildings in
Columbia, Maryland containing approximately 428,000 square feet of leasable
space, 10 office buildings in metropolitan Washington, D.C. containing
approximately 1,227,000 square feet of leasable space, an office building in
suburban Harrisburg, Pennsylvania containing approximately 231,000 square feet
of leasable space and approximately 107 salable acres of land in the Baltimore
and Washington metropolitan areas. The Company intends to continue operating
the acquired properties as office and industrial buildings except for three of
the acquired buildings in metropolitan Washington, D.C. that the Company sold on
December 1, 1998 for an aggregate price of approximately $92,000,000.
The aggregate purchase price for the properties, negotiated between the Company
and Teachers, was approximately $371,842,000, including approximately
$110,987,000 of debt secured by the properties and assumed by the Company. The
Company funded the net purchase price due at closing of $260,855,000 by issuing
$100,000,000 (3,525,782 shares) of common stock, a $49,855,000 note secured by
certain of the acquired properties, a $58,000,000 unsecured note and a payment
of $53,000,000 in cash to Teachers. The cash paid at closing was funded by
available cash balances and by borrowings under the Company's revolving credit
facility that was underwritten by The First National Bank of Chicago and Bankers
Trust Company.
Prior to the transaction, there were no material relationships between Teachers
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 that an affiliate of
Teachers holds mortgage debt on several properties owned by subsidiaries and
affiliates of the Company.
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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 February 12, 1999.
(c) The following exhibit is part of this Current Report on Form 8-K:
Exhibit
Number Exhibit
2 Plan of Acquisition, Reorganization, Arrangement,
Liquidation or Succession is incorporated by reference from
the Company's Quarterly Report on Form 10-Q for the period
ended September 30, 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 14, 1998 By /s/ Jeffrey H. Donahue
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Jeffrey H. Donahue
Executive Vice-President
and Chief Financial Officer
Date: December 14, 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 Plan of Acquisition, Reorganization, Arrangement,
Liquidation or Succession is incorporated by
reference from the Company's Quarterly Report on
Form 10-Q for the period ended September 30, 1998.
