8-K 1 kb8k.txt FORM 8-K ============================================================================== 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: NOVEMBER 25, 2003 DATE OF EARLIEST EVENT REPORTED: NOVEMBER 21, 2003 THE ROUSE COMPANY (Exact name of registrant as specified in its charter) MARYLAND 001-11543 52-0735512 (State or other (Commission File Number) (I.R.S. Employer jurisdiction of Identification incorporation or Number) organization) 10275 LITTLE PATUXENT PARKWAY COLUMBIA, MARYLAND 21044-3456 (Address of principal executive offices) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (410) 992-6000 ============================================================================== ITEM 5. OTHER EVENTS. On November 21, 2003, The Rouse Company (the "Registrant") announced the sale of $350,000,000 aggregate principal amount of 5.375% notes due 2013 (the "Notes") in an underwritten public offering pursuant to the Pricing Agreement, dated November 21, 2003, (the "Pricing Agreement"), between the Registrant and Deutsche Bank Securities Inc. and Banc of America Securities LLC, as representatives of the underwriters named therein which incorporates by reference the Underwriting Agreement, dated November 21, 2003, (the "Underwriting Agreement") between the Registrant and Deutsche Bank Securities Inc. and Banc of America Securities LLC, as representatives of the underwriters named therein. The Underwriting Agreement and Pricing Agreement are filed as exhibits 1.1 and 1.2, respectively, hereto. The Notes were offered through a prospectus supplement dated November 21, 2003 under the Registrant's Registration Statement on Form S-3 (Registration No. 333-67137). The prospectus supplement was filed with the Securities and Exchange Commission on November 24, 2003. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. Exhibit Description ------- ----------- 1.1 Underwriting Agreement, dated November 21, 2003, between The Rouse Company and Deutsche Bank Securities Inc. and Banc of America Securities LLC, as representatives of the underwriters named therein. 1.2 Pricing Agreement, dated November 21, 2003, between The Rouse Company and Deutsche Bank Securities Inc. and Banc of America Securities LLC, as representatives of the underwriters named therein. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf of the undersigned hereunto duly authorized. Dated: November 25, 2003 THE ROUSE COMPANY By: /s/ Melanie M. Lundquist ----------------------------------- Melanie M. Lundquist Senior Vice President and Corporate Controller EXHIBIT INDEX Exhibit Description ------- ----------- 1.1 Underwriting Agreement, dated November 21, 2003, between The Rouse Company and Deutsche Bank Securities Inc. and Banc of America Securities LLC, as representatives of the underwriters named therein. 1.2 Pricing Agreement, dated November 21, 2003, between The Rouse Company and Deutsche Bank Securities Inc. and Banc of America Securities LLC, as representatives of the underwriters named therein.