-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KC/L1jiVN7h+2ra6YHP3Bk5tWTW9cn9KXF+I4rGojYQLcoAum53IV19Qtl168BoD rol1mA/wuBYe6OCBwFtqCg== /in/edgar/work/20000628/0000928385-00-001814/0000928385-00-001814.txt : 20000920 0000928385-00-001814.hdr.sgml : 20000920 ACCESSION NUMBER: 0000928385-00-001814 CONFORMED SUBMISSION TYPE: 11-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROUSE COMPANY CENTRAL INDEX KEY: 0000085388 STANDARD INDUSTRIAL CLASSIFICATION: [6512 ] IRS NUMBER: 520735512 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K/A SEC ACT: SEC FILE NUMBER: 001-11543 FILM NUMBER: 662762 BUSINESS ADDRESS: STREET 1: 10275 LITTLE PATUXENT PKWY CITY: COLUMBIA STATE: MD ZIP: 21044-3456 BUSINESS PHONE: 4109926000 MAIL ADDRESS: STREET 1: 10275 LITTLE PATUXENT PARKWAY CITY: COLUMBIA STATE: MD ZIP: 21044 FORMER COMPANY: FORMER CONFORMED NAME: COMMUNITY RESEARCH & DEVELOPMENT INC DATE OF NAME CHANGE: 19660913 11-K/A 1 0001.txt FORM 11-K/A DTD 12/31/1999 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 ------ 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 THE ROUSE COMPANY SAVINGS PLAN December 31, 9999 and 1998 Index
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
* * * * * * * The other schedules required by Department of Labor Form 5500, Annual Return/Report of Employee Benefit Plan, are inapplicable and are therefore omitted. 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 THE ROUSE COMPANY SAVINGS PLAN Statements of Net Assets Available for Plan Benefits December 31, 1999 and 1998
1999 1998 ------------ ----------- 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 =========== ==========
See accompanying notes to financial statements. 2 THE ROUSE COMPANY SAVINGS PLAN Statements of Changes in Net Assets Available for Plan Benefits December 31, 1999 and 1998
1999 1998 ---------------- ---------------- 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 ============ ===========
See accompanying notes to financial statements. 3 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 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 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:
1999 1998 -------------------------------- -------------------------------- Contract Contract Number of or fair Number of or fair shares value shares value ------------- -------------- ------------- -------------- The Rouse Company: 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 ============== ==============
6 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:
1999 1998 ------------ ----------- 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) =========== ==========
(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 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
Number Current Name of issuer and title of issue of Shares value - -------------------------------------------------------------------- --------------------- ---------------------- *The Rouse Company: 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 ===========
* T. Rowe Price Retirement Plan Services, Inc. and The Rouse Company represent parties in interest. 8 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 EX-23.1 2 0002.txt EXHIBIT 23.1 - CONSENT CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS --------------------------------------------------- Exhibit 23.1 The Board of Directors The Rouse Company We consent to the incorporation by reference in the Registration Statement (No. 2-83612) on Form S-8 of The Rouse Company of our report dated June 23, 2000, relating to the statements of net assets available for plan benefits of The Rouse Company Savings Plan as of December 31, 1999 and 1998, the related statements of changes in net assets available for plan benefits for the years then ended and the related schedule for the year ended December 31, 1999, which report appears elsewhere in this Form 11-K/A. /s/ KPMG LLP KPMG LLP Baltimore, Maryland June 28, 2000 -----END PRIVACY-ENHANCED MESSAGE-----