<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 for the fiscal year ended December 31, 1999 or
[_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 for the transition period from ____________ to ________________-.
Commission File Number 0-1743
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A. Full title of the plan and address of the plan:
The Rouse Company Savings Plan
c/o Human Resources and Administrative Services Division
The Rouse Company Building
10275 Little Patuxent Parkway
Columbia, Maryland 21044
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive offices:
The Rouse Company
The Rouse Company Building
10275 Little Patuxent Parkway
Columbia, Maryland 21044
<PAGE>
THE ROUSE COMPANY SAVINGS PLAN
December 31, 9999 and 1998
Index
<TABLE>
<CAPTION>
<S> <C>
Independent Auditors' Report 1
Statements of Net Assets Available for Plan Benefits -
December 31, 1999 and 1998 2
Statements of Changes in Net Assets Available for Plan
Benefits - Years ended December 31, 1999 and 1998 3
Notes to Financial Statements - December 31, 1999 and 1998 4
Schedule I: Form 5500, Schedule H, Line 4i -
Schedule of Assets Held for Investment Purposes at End of Year -
December 31, 1999 8
</TABLE>
* * * * * * *
The other schedules required by Department of Labor Form 5500, Annual
Return/Report of Employee Benefit Plan, are inapplicable and are therefore
omitted.
<PAGE>
Independent Auditors' Report
----------------------------
The Trustee
The Rouse Company Savings Plan:
We have audited the accompanying statements of net assets available for plan
benefits of The Rouse Company Savings Plan as of December 31, 1999 and 1998 and
the related statements of changes in net assets available for plan benefits for
the years then ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of The Rouse
Company Savings Plan as of December 31, 1999 and 1998, and the changes in net
assets available for plan benefits for the years then ended in conformity with
generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes at end of year is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
June 23, 2000
<PAGE>
THE ROUSE COMPANY SAVINGS PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
------------ -----------
<S> <C> <C>
Investments $75,759,234 74,908,934
Contributions receivable from:
The Rouse Company 45,434 54,996
Participants 16,170 146,934
----------- ----------
61,604 201,930
----------- ----------
Net assets available for plan benefits $75,820,838 75,110,864
=========== ==========
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
THE ROUSE COMPANY SAVINGS PLAN
Statements of Changes in Net Assets Available for Plan Benefits
December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
---------------- ----------------
<S> <C> <C>
Contributions from The Rouse Company $ 1,456,612 1,556,606
Contributions from participants 5,344,145 5,232,248
Investment income:
Dividends and interest 4,794,407 3,680,126
Net depreciation in fair values
of investments (1,507,488) (2,402,187)
Interest on participant loans 229,457 221,009
------------ -----------
Total investment income 3,516,376 1,498,948
------------ -----------
Distributions to participants (9,397,056) (9,094,137)
Participant loans repaid as part of
termination distributions (210,103) (405,385)
------------ -----------
Increase (decrease) in net assets
available for plan benefits 709,974 (1,211,720)
Net assets available for plan benefits:
Beginning of year 75,110,864 76,322,584
------------ -----------
End of year $ 75,820,838 75,110,864
============ ===========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
THE ROUSE COMPANY SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(1) Summary of Significant Accounting Policies
------------------------------------------
(a) Basis of presentation
---------------------
The financial statements of The Rouse Company Savings Plan (the Plan)
have been prepared on the accrual basis and present the net assets
available for benefits and the changes in those net assets.
In September 1999, the American Institute of Certified Public
Accountants issued Statement of Position 99-3, Accounting For and
Reporting of Certain Defined Contribution Plan Investments and Other
Disclosure Matters (SOP 99-3). SOP 99-3 simplifies the disclosure for
certain investments and is effective for plan years ending after
December 15, 1999. The Plan adopted SOP 99-3 in 1999. Accordingly,
information previously required to be disclosed about participant-
directed investment programs is not presented in the Plan's 1999
financial statements. The Plan's 1998 financial statements have been
reclassified to conform with the presentation for 1999.
(b) Investments
-----------
Investments in the common stock and quarterly income preferred
securities of The Rouse Company and the T. Rowe Price and other mutual
funds are carried at fair values determined by quoted market prices.
The investment in the T. Rowe Price Blended Stable Value Fund, a
common trust fund, is carried at fair value as reported by the
trustee. The investments in insurance contracts are carried at
contract value (representing contributions made plus interest credited
less distributions) as the insurance contracts held by the Plan are
"fully benefit-responsive," as defined in Statement of Position 94-4,
Reporting of Investment Contracts Held by Health and Welfare Benefit
Plans and Defined-Contribution Pension Plans. Loans to participants
are carried at cost, which approximates fair value. Security
transactions are recognized on a trade date basis. Unrealized
appreciation and depreciation in the fair values of investments are
recognized in the periods in which the changes occur.
(c) Administrative expenses
-----------------------
The Rouse Company pays all administrative expenses incurred on behalf
of the Plan. Terminated participants who have left their account
balances in the Plan are required to reimburse the Company for
administrative expenses relating to their accounts. Participants
requesting loans from the Plan are required to pay an administrative
fee to the Company for the processing of such loans.
(d) Use of estimates
----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Plan's management to make
estimates and judgments that affect the reported amounts of net assets
and disclosures of contingencies at the date of the financial
statements and changes in net assets recognized during the reporting
period. Actual results could differ from those estimates.
4
<PAGE>
THE ROUSE COMPANY SAVINGS PLAN
Notes to Financial Statements
(2) General Description of the Plan
-------------------------------
The following brief description of the Plan summarizes the principal
provisions of the Plan and is provided for general information purposes
only. Participants should refer to the Plan agreement for more complete
information.
The Plan was established effective June 1, 1983 to provide employees of The
Rouse Company and certain of its subsidiaries and affiliates (the Company)
an incentive to save for retirement and for financial emergencies.
Generally, employees who are not covered under a collective bargaining
agreement, who are at least 21 years of age and who have completed 1,000
hours of service in one year are eligible to participate in the Plan.
Basic contributions to the Plan are made pursuant to salary reduction
agreements between the Company and participants. Participants may elect to
reduce their compensation, as defined in the Plan, by amounts ranging from
1% to 19%, subject to an annual limitation. Employees may also make
supplemental contributions to the Plan in amounts up to 9% of compensation,
as defined. The supplemental contributions are not pursuant to salary
reduction agreements. Aggregate basic and supplemental contributions may
not exceed 19% of compensation, as defined. Participants are able to defer
payment of income taxes on their basic contributions to the Plan, related
contributions by the Company and all income realized on accounts maintained
under the Plan.
Participants' contributions to the Plan are allocated among the various
investment programs based on their instructions, subject to certain
limitations defined in the Plan. Participants may change their allocation
instructions and transfer accumulated savings between funds on a monthly
basis, subject to certain limitations defined in the Plan.
Matching contributions are made by the Company to each participant's
account in an amount equal to $1.00 for every $2.00 of a participant's
basic contribution up to 6% of such participant's base salary. Participants
may direct the Company's matching contributions to any of the investment
vehicles offered under the Plan. In addition, the Company may make
additional contributions to the Plan under certain circumstances. Such
additional contributions are distributed to accounts of participants
pursuant to guidelines set forth in the Plan. Participants who joined the
Plan prior to January 1, 1989 obtained an immediate and fully vested
interest in all contributions made by the Company. Participants who joined
the Plan on or after January 1, 1989 are required to complete two years of
service, as defined in the Plan, to become fully vested in the Company's
contributions. Forfeitures of nonvested Company contributions may be used
by the Company to satisfy future matching contribution requirements.
Participants or their beneficiaries are eligible for distributions upon
retirement, disability, termination of employment or death of the
participant. In addition, participants may make withdrawals from their
accounts upon attainment of age 59-1/2. Participants may also make
withdrawals of their basic contributions by reason of financial hardship,
under specific guidelines set forth in the Plan. Subject to certain
limitations, supplemental contributions may be withdrawn by participants
for any reason.
5
<PAGE>
THE ROUSE COMPANY SAVINGS PLAN
Notes to Financial Statements
(2) General Description of the Plan, Continued
------------------------------------------
Generally, participants may borrow from the Plan up to the lesser of
$50,000 or 50% of their vested account balances. Interest on such
borrowings and repayment schedules are determined pursuant to guidelines in
the Plan. Generally, borrowings bear interest at the prime rate of a
designated commercial bank at the time of the loan application and must be
repaid to the Plan over a period not to exceed five years.
While the Company has not expressed any intent to terminate the Plan, it is
free to do so at any time. In the event of termination of the Plan, the
Plan's assets would be distributed to the participants in accordance with
the Plan agreement.
(3) Investments
-----------
Information relating to investments, including individual investments which
represent 5% or more of net assets available for plan benefits, is
summarized as follows at December 31:
<TABLE>
<CAPTION>
1999 1998
-------------------------------- --------------------------------
Contract Contract
Number of or fair Number of or fair
shares value shares value
------------- -------------- ------------- --------------
The Rouse Company:
<S> <C> <C> <C> <C>
Common stock 809,218 $ 17,195,877 796,025 $ 21,890,700
Quarterly income
preferred securities 30,883 559,751 23,994 609,598
T. Rowe Price and other
mutual funds:
Equity Index 500 Fund 209,372 8,282,742 171,050 5,709,633
International Stock Fund 261,574 4,977,759 264,976 3,971,990
New America Growth Fund 121,488 5,838,695 132,228 6,319,179
New Horizons Fund 301,503 8,300,391 297,111 6,934,560
Prime Reserve Fund 4,852,087 4,852,087 4,481,519 4,481,519
Spectrum Growth Fund 360,167 6,378,558 345,454 5,682,719
Others 8,833,520 9,119,787
Common Trust Fund --
T. Rowe
Price Blended
Stable Value Fund 4,964,874 4,964,874 3,800,124 3,800,124
============= -------------- ============= --------------
52,428,626 46,019,511
-------------- --------------
Insurance contracts 2,277,949 3,265,205
Participant loans 3,297,031 3,123,920
-------------- --------------
$ 75,759,234 $ 74,908,934
============== ==============
</TABLE>
6
<PAGE>
THE ROUSE COMPANY SAVINGS PLAN
Notes to Financial Statements
(3) Investments, Continued
----------------------
The investments in insurance contracts consist of guaranteed income
contracts offered by various insurance companies. The Plan deals only with
highly rated insurance companies and does not expect that any of them will
fail to meet their obligations under the contracts. The contracts in effect
at December 31, 1999, provide for interest at rates ranging from 6.20% to
7.06% and mature at various dates to 2001. The average yield on the
contracts was 6.77% in 1999 and 6.24% in 1998. The aggregate contract value
of the contracts in effect at December 31, 1999 approximates their
aggregate estimated fair value based on current market interest rates for
contracts with similar maturities and credit quality.
Net depreciation in fair values of investments is summarized as follows for
the years ended December 31:
<TABLE>
<CAPTION>
1999 1998
------------ -----------
<S> <C> <C>
The Rouse Company:
Common stock $(4,976,631) (4,280,304)
Quarterly income
preferred securities (233,804) (28,892)
Mutual funds 3,702,947 1,907,009
----------- ----------
$(1,507,488) (2,402,187)
=========== ==========
</TABLE>
(4) Federal Income Tax Status
-------------------------
The Internal Revenue Service has determined and informed the Company by a
letter dated August 11, 1995 that the Plan and related trust are designed
in accordance with applicable sections of the Internal Revenue Code (IRC)
and, accordingly, are tax-exempt. The Plan's management believes that the
Plan continues to qualify and to operate in accordance with applicable
provisions of the IRC.
(5) Reconciliation to Form 5500
---------------------------
Amounts due to terminated participants for benefits payable of $1,132,728
at December 31, 1999 and $55,479 at December 31, 1998 are reported as
liabilities in the Plan's Annual Report on Department of Labor Form 5500,
but are included in net assets available for plan benefits in the financial
statements.
7
<PAGE>
THE ROUSE COMPANY SAVINGS PLAN
Form 5500, Schedule H, Line 4i
Schedule of Assets Held for Investment Purposes at End of Year
December 31, 1999
<TABLE>
<CAPTION>
Number Current
Name of issuer and title of issue of Shares value
-------------------------------------------------------------------- --------------------- ----------------------
*The Rouse Company:
<S> <C> <C>
Common stock 809,218 $17,195,877
Quarterly income preferred securities 30,883 559,751
*T. Rowe Price Mutual Funds:
Balanced Fund 149,404 2,941,772
Equity Index 500 Fund 209,372 8,282,742
Equity Income Fund 40,100 994,876
International Stock Fund 261,524 4,977,759
New America Growth Fund 121,488 5,838,695
New Horizons Fund 301,503 8,300,391
Prime Reserve Fund 4,852,087 4,852,087
Small Cap Value Fund 128,399 2,262,385
Spectrum Income Fund 198,831 2,129,475
Spectrum Growth Fund 360,167 6,378,558
Ariel Growth Fund 16,233 505,012
Common Trust Fund - T. Rowe Price
Blended Stable Value Fund 4,964,874 4,964,874
---------
Insurance Contracts:
Principal Mutual Life Insurance Company 965,449
American International Group Life Insurance Company 1,312,500
Participant loans 3,297,031
-----------
Total assets held for investment purposes $75,759,234
===========
</TABLE>
* T. Rowe Price Retirement Plan Services, Inc. and The Rouse Company represent
parties in interest.
8
<PAGE>
Signatures
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Plan) have duly caused this
amendment to be signed on its behalf by the undersigned, thereunto duly
authorized.
THE ROUSE COMPANY SAVINGS PLAN
Date: June 29, 2000 By /s/ JANICE A. FUCHS
----------------------
Janice A. Fuchs
Administrator
and
Date: June 29, 2000 By /s/ Jeffrey H. Donahue
----------------------
Jeffrey H. Donahue
Trustee
9
