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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) April 20, 1999
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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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The purpose of this Form 8-K is to file the consents of KPMG LLP,
PricewaterhouseCoopers LLP and Deloitte & Touche LLP to incorporate by reference
certain of their reports into certain Registration Statements of The Rouse
Company.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
(c) Exhibits:
23.1 Consent of KPMG LLP, Independent Accountants
23.2 Consent of KPMG LLP, Independent Accountants
23.3 Consent of KPMG LLP, Independent Accountants
23.4 Consent of PricewaterhouseCoopers LLP, Independent Accountants
23.5 Consent of Deloitte & Touche LLP, Independent Accountants
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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: April 21, 1999 By /s/ Jeffrey H. Donahue
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Jeffrey H. Donahue
Executive Vice-President and
Chief Financial Officer
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statements of
The Rouse Company on Form S-3 (File Nos. 33-57347, 333-20781 and 333-51555) of
our report dated February 24, 1999, relating to the consolidated financial
statements and related schedules of The Rouse Company and subsidiaries as of
December 31, 1998 and 1997 and for each of the years in the three-year period
ended December 31, 1998, which report appears in the Annual Report on form 10-K
of The Rouse Company for the year ended December 31, 1998.
KPMG LLP
Baltimore, Maryland
April 20, 1999
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Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statements of
The Rouse Company on Form S-3 (File Nos. 33-57347, 333-20781 and 333-51555) of
our report dated February 24, 1999, relating to the combined consolidated
financial statements and related schedules of Real Estate Ventures owned by The
Rouse Company Incentive Compensation Statutory Trust and The Rouse Company as of
and for the year ended December 31, 1998, which report appears in the Annual
Report on Form 10-K of The Rouse Company for the year ended December 31, 1998.
KPMG LLP
Baltimore Maryland
April 20, 1999
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Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the registration statements of
The Rouse Company on Form S-3 (File Nos. 33-57347, 333-20781 and 333-51555) of
our report dated September 15, 1998, on our audit of the statement of revenues
and certain expenses of The Fashion Show for the year ended December 31, 1997,
and our reports dated June 8, 1998, on our audits of the statement of revenues
and certain expenses of Towson Town Center and Westdale Mall for the year ended
December 31, 1997, which reports are included in the Form 8-K/A of The Rouse
Company dated February 16, 1999. Our reports include a paragraph that states
that the statements were prepared for the purpose of complying with the rules
and regulations of the Securities and Exchange Commission as described in the
applicable notes and are not intended to be a complete presentation of revenues
and expenses.
KPMG LLP
Baltimore Maryland
April 20, 1999
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Exhibit 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements of
The Rouse Company on Form S-3 (File Nos. 33-57347, 333-20781 and 333-51555) of
our report dated June 19, 1998, on our audit of the statement of revenues and
certain expenses of the Fashion Place Property for the year ended December 31,
1997, our report dated June 15, 1998, on our audit of the statement of revenues
and certain expenses of the Valley Fair Property for the year ended December 31,
1997, our report dated June 15, 1998, on our audit of the statement of revenues
and certain expenses of the Park Meadows Mall Property for the year ended
December 31, 1997, and our report dated June 15, 1998, on our audit of the
statement of revenues and certain expenses of the Bridgewater Commons Property
for the year ended December 31, 1997, which reports are included in the Form 8-
K/A of The Rouse Company dated February 16, 1999.
PRICEWATERHOUSECOOPERS LLP
Newport Beach, California
April 20, 1999
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Exhibit 23.5
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the registration statements of
The Rouse Company on Form S-3 (File Nos. 33-57347, 333-20781 and 333-51555) of
our report dated February 12, 1999, relating to the Statement of Revenues and
Certain Expenses of RTPI Properties for the year ended December 31, 1997,
appearing in the filing of The Rouse Company on Form 8-K/A dated February 12,
1999.
DELOITTE & TOUCHE LLP
Baltimore, Maryland
April 21, 1999
