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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 22, 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 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
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 22, 1998, a wholly owned subsidiary of the Company purchased from
TrizecHahn assets known as Towson Town Center. As a result, the Company now
has a 100% interest in Towson Town Center.
Towson Town Center is a regional shopping center in Towson, Maryland and
contains approximately 536,000 square feet of leasable mall space and two
department stores encompassing 419,000 square feet of space. Towson Town
Center will continue to operate as a regional shopping center.
The aggregate purchase price for the property, negotiated between the Company
and TrizecHahn, was approximately $254,463,000, including approximately
$89,587,000 paid at closing and approximately $164,876,000 of mortgage debt
secured by the property which was assumed by a subsidiary of the Company.
Immediately after closing, the Company repaid this mortgage debt. The Company
used proceeds of $140,000,000 from new mortgage debt secured by the property,
borrowings of $20,000,000 under the Company's bridge loan credit facility and
borrowings of $4,876,000 under the Company's unsecured revolving credit
facility to repay the mortgage debt assumed in the purchase. The purchase
price paid at closing of $89,587,000 was funded by borrowings under the
Company's revolving credit facility. The bridge loan credit facility and the
revolving credit facility were underwritten by The First National Bank of
Chicago and Bankers Trust Company.
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Item 2. Acquisition or Disposition of Assets, continued.
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.
As previously reported on a Current Report on Form 8-K, subsidiaries of the
Company purchased TrizecHahn's interests in The Fashion Show Mall, Fashion
Place Mall and Westdale Mall on October 7, 1998. In addition, as previously
reported on a Current Report on Form 8-K, subsidiaries of the Company purchased
from TrizecHahn interests 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 January 5,
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: November 5, 1998 By /s/ Jeffrey H. Donahue
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Jeffrey H. Donahue
Senior Vice-President and
Chief Financial Officer
Date: November 5, 1998 By /s/ George L. Yungmann
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George L. Yungmann
Senior Vice-President and
Controller
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EXHIBITS
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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.
