8-K 1 kb8k.txt =============================================================================== UNITED STATES 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) DECEMBER 23, 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 Number) incorporation or organization) 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 Not Applicable ------------------------------------------------------------------------ (Former name or former address, if changed since last report.) =============================================================================== ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. In connection with the sale in November 1998 by Teachers Insurance and Annuity Association of America ("TIAA") to The Rouse Company (the "Registrant") of TIAA's interests in certain real property previously jointly owned by TIAA and the Registrant through Rouse-Teachers Properties, Inc., a Delaware corporation, the Registrant issued TIAA $58 million aggregate principal amount of its 6.94% Notes due 2008 (the "6.94% Notes"). The Registrant issued the 6.94% Notes under an Indenture, dated as of February 24, 1995, between the Registrant and J.P. Morgan Trust Company, National Association (as successor trustee to Bank One, National Association, formerly known as The First National Bank of Chicago), as trustee (the "Trustee"). As of December 23, 2003, all of the outstanding 6.94% Notes were beneficially owned by TIAA. On December 23, 2003, the Registrant and the Trustee, with the consent of TIAA, amended the covenants applicable to the 6.94% Notes to substantially reflect the covenants applicable to the Registrant's 5.375% Notes due 2013 issued in November 2003. A copy of the Amended and Restated First Supplemental Indenture, dated as of December 23, 2003 (the "Amended and Restated First Supplemental Indenture") which effected such amendment and the form of 5.375% Note due 2013 are filed as exhibits 4.1 and 4.2, respectively hereto. In addition, pursuant to the Amended and Restated First Supplemental Indenture, the form of the 6.94% Notes was modified to permit the 6.94% Notes to be issued, in whole or in part, in the form of a global security registered in the name of a nominee for The Depository Trust Company. A copy of the new form of 6.94% Note is filed as exhibit 4.3 hereto. On December 23, 2003, TIAA exchanged its original note registered in its own name representing $58 million aggregate principal amount of the 6.94% Notes for a new note, representing the same aggregate principal amount of the 6.94% Notes but registered in the name CEDE & Co., as nominee for The Depository Trust Company. Concurrently with the filing of this Form 8-K, the Registrant is filing a prospectus supplement dated December 23, 2003 to the Registrant's prospectus dated December 2, 1998 (the "Prospectus Supplement") to register under the Securities Act of 1933, as amended, resales of the 6.94% Notes by TIAA. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. Exhibit Description ------- ----------- 4.1 Amended and Restated First Supplemental Indenture, dated as of December 23, 2003, between The Rouse Company and J.P. Morgan Trust Company, National Association (as successor trustee to Bank One, National Association, formerly known as The First National Bank of Chicago), as trustee. 4.2 Form of 5.375% Note due November 2013. 4.3 Form of 6.94% Note due November 30, 2008. 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: December 23, 2003 THE ROUSE COMPANY By: /s/ Melanie M. Lundquist -------------------------------- Melanie M. Lundquist Senior Vice President and Corporate Controller EXHIBIT INDEX Exhibit Description ------- ----------- 4.1 Amended and Restated First Supplemental Indenture, dated as of December 23, 2003, between The Rouse Company and J.P. Morgan Trust Company, National Association (as successor trustee to Bank One, National Association, formerly known as The First National Bank of Chicago), as trustee. 4.2 Form of 5.375% Note due November 2013. 4.3 Form of 6.94% Note due November 30, 2008.