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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) January 2, 2001
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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 principle 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.
In December 1999, amendments to the Internal Revenue Code were enacted that
permit real estate investment trusts to create taxable subsidiaries on or after
January 1, 2001, which will be subject to taxation similar to subchapter C
corporations and which can perform some activities not permissible for a real
estate investment trust. Relying on this legislation, The Rouse Company (the
"Company") negotiated agreements with The Rouse Company Incentive Compensation
Statutory Trust (the "Trust") that owned 91% of the voting stock of certain
real estate ventures (the "Ventures") in which the Company held majority
financial interests, but only 9% of the voting stock. Under the terms of the
agreements, the Company agreed to acquire the Trust's shares of the voting
stock of the Ventures. The voting shares acquired by the Company constitute
all of the Trust's interests in the Ventures.
On January 2, 2001, the Company exchanged 137,928 shares of common stock for the
Trust's shares of voting stock in the Ventures. The aggregate consideration
paid for the voting shares approximates $3.5 million, representing the fair
value of the shares. As a result of this transaction, the Ventures are now
wholly owned subsidiaries of the Company.
The assets of the Ventures consist primarily of land to be developed and sold as
part of community development projects in Columbia, Maryland and Summerlin,
Nevada, other investment land, primarily in Nevada, certain office and retail
properties in Columbia, investments in properties owned jointly with the
Company and contracts to manage various operating properties. The Company,
through its subsidiaries, intends to continue developing the communities of
Columbia and Summerlin, operating the office and retail properties and managing
the other operating properties.
The Trustees of the Trust are two independent directors of the Company and an
Executive Vice President of the Company. The beneficiaries of the Trust with
respect to distributions of net income are those employees of the Company who
are eligible to receive annual cash incentive compensation, including all
officers of the Company. Upon termination of the Trust, the residual assets of
the Trust, if any, are to be distributed to The Rouse Company Foundation, a
charitable tax exempt foundation, or another organization that qualifies under
section 501(c)(3) of the Internal Revenue Code of 1986.
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Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) & (b) The audited combined financial statements of the Ventures as
of December 31, 1999 and for the year then ended have been
previously reported by the Company on schedule four of its 1999
Annual Report on Form 10-K. Accordingly, an additional report of
these financial statements on this Form 8-K is not required. The
Company will file the unaudited financial statements and pro forma
financial information required by Items 7(a) and (b) no later than
February 14, 2001.
(c) The following exhibits are part of this Current Report on Form 8-
K:
Exhibit
Number Exhibit
2.1 Agreement and Plan of Reorganization between The Rouse
Company and The Rouse Company Incentive Compensation
Statutory Trust, dated December 26, 2000.
2.2 Agreement and Plan of Reorganization between The Rouse
Company and The Rouse Company Incentive Compensation
Statutory Trust, dated December 26, 2000.
2.3 Share Transfer Agreement between The Rouse Company and The
Rouse Company Incentive Compensation Statutory Trust, dated
December 26, 2000.
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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: January 17, 2001 By /s/ Jeffrey H. Donahue
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Jeffrey H. Donahue
Executive Vice President
and Chief Financial Officer
Date: January 17, 2001 By /s/ Melanie M. Lundquist
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Melanie M. Lundquist
Vice President and Corporate
Controller
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EXHIBITS
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Exhibit Index
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Exhibit Number Exhibit
2.1 Agreement and Plan of Reorganization between The Rouse
Company and The Rouse Company Incentive Compensation
Statutory Trust, dated December 26, 2000.
2.2 Agreement and Plan of Reorganization between The Rouse
Company and The Rouse Company Incentive Compensation
Statutory Trust, dated December 26, 2000.
2.3 Share Transfer Agreement between The Rouse Company and The
Rouse Company Incentive Compensation Statutory Trust, dated
December 26, 2000.
