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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): February 24, 2000
THE ROUSE COMPANY
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Maryland 0-1743 52-0735512
(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Indentification Number)
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10275 Little Patuxent Parkway
Columbia, Maryland 21044-3456
(Address of principal executive offices)
(Zip code)
Registrant's telephone number, including area code: (410) 992-6000
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Item 5. Other Events.
On February 24, 2000, the Board of Directors of The Rouse Company (the
"Company") amended the Company's Bylaws to provide that the Company is subject
to all of the provisions of Title 3, Subtitle 8 of the Maryland General
Corporation Law. The amendments establish a classified board of directors, with
directors divided into three classes. Class I directors initially shall be
Anthony W. Deering, Rohit M. Desai, Hanne M. Merriman and Alexander B.
Trowbridge and shall have an initial term continuing until the annual meeting of
stockholders in 2000 and until their successors are elected and qualify; Class
II directors initially shall be Jeremiah E. Casey, Mathias J. DeVito, Roger W.
Schipke and Gerard J.M. Vlak and shall have an initial term continuing until the
annual meeting of stockholders in 2001 and until their successors are elected
and qualify; and Class III directors initially shall be David H. Benson, Platt
W. Davis, III, Juanita T. James and Thomas J. McHugh and shall have an initial
term continuing until the annual meeting of stockholders in 2002 and until their
successors are elected and qualify. After the initial terms specified above,
each director will be elected for a three-year term. Under the amendments,
stockholders may remove directors only with cause and by a vote of at least two-
thirds of all votes entitled to be cast generally in the election of directors.
In addition, board vacancies may be filled only by a majority of the remaining
directors. A copy of the amendments to the Bylaws is attached as an exhibit to
this report.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
3.1. Amendments to Company's Bylaws
3.2. Articles Supplementary relating to election to be subject to
Title 3, Subtitle 8 of the Maryland General Corporation Law
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SIGNATURES
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
/s/ Anthony W. Deering
February 24, 2000 By:________________________________
Anthony W. Deering
Chairman of the Board,
President and Chief Executive Officer
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Exhibit 3.1
Amendments to Bylaws
At a meeting of the Board of Directors of the Company held on February 24,
2000, the following resolutions were adopted:
RESOLVED, that, effective February 24, 2000, the Board of
Directors amends the Bylaws of the Company as follows, subject to such
further editorial or clarifying revisions as the Chairman of the
Board, President and Chief Executive Officer shall approve:
(i) Article II, Section 2.03 is amended in its entirety to read as
follows:
SECTION 2.03. ELECTION AND TENURE OF DIRECTORS. The Board of
Directors shall be divided into three classes, designated Class I,
Class II and Class III. Each class shall consist, as nearly as
possible, of one-third of the total number of directors. Prior to the
annual meeting of stockholders to be held in year 2000, the Board of
Directors shall designate by resolution, from among its members,
directors to serve as Class I, Class II and Class III directors. The
terms of office of the directors designated by the Board of Directors
to serve as Class I, Class II and Class III directors shall be as
follows: the term of office of the Class I directors shall continue
until the annual meeting of stockholders that is held in year 2000 and
until their successors are elected and qualify; the term of office of
the Class II directors shall continue until the annual meeting of
stockholders that is held in year 2001 and until their successors are
elected and qualify; and the term of office of the Class III directors
shall continue until the annual meeting of stockholders that is held
in year 2002 and until their successors are elected and qualify. At
each annual meeting of stockholders, the successors to the class of
directors whose term expires at that meeting shall be elected by the
stockholders and shall hold office for a term continuing until the
annual meeting of stockholders held in the third year following the
year of their election and until their successors are elected and
qualify. This Section 2.03 does not apply to any director elected
solely by the holders of one or more classes or series of preferred or
preference stock or in any way limit the power of the Company to
confer on the holders of any class or series of preferred or
preference stock the right to elect one or more directors.
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(ii) Article II, Section 2.04 is amended in its entirety to read as
follows:
SECTION 2.04. VACANCY ON THE BOARD; REMOVAL OF DIRECTOR.
(a) Any vacancy on the Board of Directors may be filled only by the
affirmative vote of a majority of the remaining directors in office,
even if the remaining directors do not constitute a quorum. Any
director elected to fill a vacancy shall hold office for the
remainder of the full term of the class of directors in which the
vacancy occurred and until a successor is elected and qualifies.
(b) At any special or annual meeting of the stockholders called in the
manner provided for in this Article, any director or directors may be
removed from office only by the affirmative vote of at least two-
thirds of all of the votes entitled to be cast by the stockholders
generally in the election of directors and only with cause.
(iii) The text of Article VIII is amended in its entirety to read as
follows:
Except as otherwise provided by law or by the Charter, these Bylaws
may be altered, amended, rescinded or supplemented only by the Board
of Directors.
(iv) A new Article XIII is added as follows:
Article XIII
APPLICABILITY OF CERTAIN PROVISIONS OF THE
MARYLAND UNSOLICITED TAKEOVER ACT
The Company elects to be subject to all of the provisions of Title 3,
Subtitle 8 of the Maryland General Corporation Law.
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Exhibit 3.2
The Rouse Company
Articles Supplementary
The Rouse Company, a Maryland corporation (hereinafter called the
"Corporation") having its principal office in Howard County, Maryland, certifies
to the State of Department of Assessments and Taxation of Maryland that:
FIRST: Pursuant to Title 3, Subtitle 8 of the Maryland General
Corporation Law (the "MGCL"), the Board of Directors of the Corporation (the
"Board of Directors"), by resolutions duly adopted at a duly called meeting held
on February 24, 2000, provided that the Corporation elects to be subject to all
of the provisions of Title 3, Subtitle 8 of the MGCL and, to further evidence
such election, amended the Bylaws of the Corporation to provide that the
Corporation elects to be subject to all of the provisions of Title 3, Subtitle 8
(i.e., Sections 3-801, 3-802, 3-803 and 3-804) of the MGCL.
SECOND: These Articles Supplementary have been approved by the Board
of Directors in the manner and by the vote required by law.
THIRD: The undersigned Chairman of the Board, President and Chief
Executive Officer of the Corporation acknowledges these Articles Supplementary
to be the corporate act of the Corporation and, as to all matters or facts
required to be verified under oath, the undersigned Chairman of the Board,
President and Chief Executive Officer acknowledges that, to the best of his
knowledge, information and belief, these matters and facts are true in all
material respects and that this statement is made under the penalties for
perjury.
IN WITNESS WHEREOF, The Rouse Company has caused these presents to be
signed in its name and on its behalf by its Chairman of the Board, President and
Chief Executive Officer and attested by its Vice President, General Counsel and
Secretary on February 24, 2000.
ATTEST: THE ROUSE COMPANY
___________________________________ By:__________________________
Gordon H. Glenn Anthony W. Deering
Vice-President, General Counsel Chairman of the Board,
and Secretary President and
Chief Executive Officer
