-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, dDZBt0LRkn/TTz2/oKGPUHGlmeSjTjiqYRKyCOpRC26BXhuSj9ArlDqmJaOKuzhj pXLdWzbDyJEY0BKZlZdmRA== 0000928385-94-000038.txt : 19941031 0000928385-94-000038.hdr.sgml : 19941031 ACCESSION NUMBER: 0000928385-94-000038 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19941028 EFFECTIVENESS DATE: 19941116 SROS: NASD 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-56235 FILM NUMBER: 94555867 BUSINESS ADDRESS: STREET 1: 10275 LITTLE PATUXENT PKWY CITY: COLUMBIA STATE: MD ZIP: 21044 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 S-8 1 FORM S-8 The Exhibit Index is on page 8 As filed with the Securities and Exchange Commission on October 28, 1994 Registration No. 33- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 ---------------------- THE ROUSE COMPANY (Exact name of issuer as specified in its charter) Maryland 52-0735512 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 10275 Little Patuxent Parkway Columbia, Maryland 21044-3456 (Address of principal executive offices) (Zip Code) -------------------- THE ROUSE COMPANY 1985 STOCK OPTION PLAN (Full title of the plan) -------------------- RICHARD G. McCAULEY, Esquire Senior Vice-President, General Counsel and Secretary The Rouse Company 10275 Little Patuxent Parkway Columbia, Maryland 21044-3456 (410) 992-6400 (Name, address and telephone number including area code, of agent for service) -------------------- CALCULATION OF REGISTRATION FEE
================================================================================ Title of Amount Proposed maxi- Proposed maxi- Amount of securities to to be mum offering mum aggregate registration be registered registered price per share offering price fee - ------------------ ---------- ---------------- --------------- ------------- Common Stock (par value $0.01 per share) 750,000 $18.6875* $14,015,625* $4,833* ================================================================================
(*) Pursuant to Rule 457(h)(1) and (c), the proposed maximum offering price per share, proposed maximum aggregate offering price and the amount of registration fee are based upon the average of the high and low sale price of the Common Stock on the National Association of Securities Dealers Automated Quotation (NASDAQ) National Market System on October 26, 1994. ================================================================================ THE ROUSE COMPANY 1985 STOCK OPTION PLAN PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS Not required to be included in the Form S-8 pursuant to Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. ---------------------------------------- The following documents which have been filed by the Registrant with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference: (a) Annual Report on Form 10-K for the fiscal year ended December 31, 1993; (b) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1994 and June 30, 1994 and all other reports filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act") since the end of the fiscal year covered by the registration document referred to in (a) above; and (c) Description of Common Stock of the Registrant contained or incorporated in the Registration Statements filed by the Registrant under the Exchange Act, including any amendments or reports filed for the purpose of updating such description. All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part of the Registration Statement from the date of filing of such document. ITEM 4. DESCRIPTION OF SECURITIES. -------------------------- Not applicable. - 2 - ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. --------------------------------------- Certain legal matters in connection with the issuance of the Common Stock offered by this Registration Statement are being passed upon for the Company by Richard G. McCauley, Esquire, who is Senior Vice-President, General Counsel and Secretary of the Company. As of October 28, 1994, Mr. McCauley was the direct owner of 107,910 shares of the Company's Common Stock (excluding shares of the Company's Common Stock held in his account under the Company's 401(k) Savings Plan), certain family members owned 21,295 shares (as to which shares he disclaims beneficial ownership) and he held options to purchase 112,500 shares, of which options to purchase 39,500 shares were presently exercisable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. ----------------------------------------- The Charter and Bylaws of the Registrant provide for limitation of liability and indemnification of directors and officers. Article SEVENTH (f) of the Charter provides for limitation of liability of directors and officers of the Registrant as follows: "To the fullest extent permitted by Maryland statutory or decisional law, as amended or interpreted, no director or officer of this Corporation shall be personally liable to the Corporation or its stockholders for money damages. No amendment of the charter of the Corporation or repeal of any of its provisions shall limit or eliminate the benefits provided to directors and officers under this provision with respect to any act or omission which occurred prior to such amendment or repeal." Article IX of the Bylaws of the Company provides that directors and officers of the Company shall be indemnified by the Company to the fullest extent permitted by Maryland law as now or hereafter in force, including the advance of related expenses. If any determination is required under applicable law as to whether a director or officer is entitled to indemnification, such determination shall be made by independent legal counsel retained by the Company and appointed by either the Board of Directors or the Chief Executive Officer. Under Section 2-418 of the Corporations and Associations Article of the Annotated Code of Maryland, a corporation may indemnify any director made a party to a proceeding by reason of service in that capacity unless it is established that: (1) the act or omission of the director was material to the matter giving rise to the proceeding and either (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, or (2) the director actually received an improper personal benefit in money, property or services, or (3) in the case of any criminal proceeding, the director had reasonable cause to believe that the - 3 - act or omission was unlawful. To the extent that a director has been successful in the defense of any proceeding, he or she also shall be indemnified against reasonable expenses incurred in connection therewith. A Maryland corporation may indemnify its officers to the same extent as its directors and to such further extent as is consistent with law. As permitted under Section 2-418(k) of the Corporations and Associations Article of the Annotated Code of Maryland, the Company has purchased and maintains insurance on behalf of its directors and officers against any liability asserted against such directors and officers in their capacities as such whether or not the Company would have the power to indemnify such persons under the provisions of the Maryland law governing indemnification. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. ------------------------------------ Not applicable. ITEM 8. EXHIBITS. --------
Exhibit Number Description ------- ----------- 5 Opinion of Richard G. McCauley, Esquire (contains Consent of Counsel). 23.1 Consent of Counsel (contained in Exhibit 5). 23.2 Consent of Independent Certified Public Accountants. 23.3 Consent of Independent Real Estate Consultants. 24 Power of Attorney.
ITEM 9. UNDERTAKINGS. ------------ The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and - 4 - (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. Paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. ---- ---- (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. ---- ---- Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. - 5 - SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Columbia, Maryland on this 28th day of October, 1994. THE ROUSE COMPANY By:/s/ Mathias J. DeVito ---------------------------- Mathias J. DeVito Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated. Principal Executive Officers: /s/ Mathias J. DeVito Chairman of the Date: October 28, 1994 ---------------------- Mathias J. DeVito Board and Chief Executive Officer /s/ Anthony W. Deering President and Date: October 28, 1994 ---------------------- Anthony W. Deering Chief Operating Officer Principal Financial Officer: /s/ Jeffrey H. Donahue Senior Vice- Date: October 28, 1994 ---------------------- Jeffrey H. Donahue President and Chief Financial Officer Principal Accounting Officer: /s/ George L. Yungmann Senior Vice- Date: October 28, 1994 ---------------------- George L. Yungmann President and Controller - 6 - A MAJORITY OF THE BOARD OF DIRECTORS David H. Benson, Jeremiah E. Casey, Anthony W. Deering, Rohit M. Desai, Mathias J. DeVito, Juanita T. James, Thomas J. McHugh, Hanne M. Merriman and Alexander B. Trowbridge /s/ Mathias J. DeVito For himself and as October 28, 1994 ----------------------- Mathias J. DeVito Attorney-in-Fact for the above-named members of the Board of Directors - 7 - EXHIBIT INDEX
Exhibit Number Description Page ------- ----------- ---- 5 Opinion of Richard G. McCauley, Esquire (contains Consent of Counsel). 9 23.1 Consent of Counsel (contained in Exhibit 5). 9 23.2 Consent of Independent Certified Public Accountants. 11 23.3 Consent of Independent Real Estate Consultants. 12 24 Power of Attorney. 13
- 8 - EX-5 2 OPINION AND CONSENT OF COUNSEL EXHIBITS 5 & 23.1 October 28, 1994 The Rouse Company 10275 Little Patuxent Parkway Columbia, Maryland 21044 Ladies and Gentlemen: In my capacity as Senior Vice-President, General Counsel and Secretary of The Rouse Company (the "Company"), I have acted as counsel for the Company in connection with the preparation and filing with the Securities and Exchange Commission of a registration statement on Form S-8 (the "Registration Statement") registering 750,000 shares of Common Stock, par value $0.01 per share, of the Company (the "Common Stock") for issuance pursuant to The Rouse Company 1985 Stock Option Plan (the "Plan"). In that capacity, I have examined the originals, or certified, conformed or reproduction copies, of (i) the Articles of Incorporation of the Company, as amended and restated, and the Bylaws of the Company, as amended, (ii) the corporate proceedings authorizing the issuance of the Common Stock pursuant to the Plan, (iii) the Plan and (iv) all other corporate proceedings, records, agreements, instruments and documents as I have deemed relevant or necessary as the basis for the opinions hereinafter expressed. In connection therewith, I have assumed the genuineness of all signatures on original or certified copies and the conformity to original or certified copies of all copies submitted to me as conformed or reproduction copies. As to various questions of fact relevant to such opinions, I have relied upon certificates and statements of public officials and officers or representatives of the Company and others. Based on the foregoing, and subject to the limitations set forth herein, I am of the opinion that: 1. The Company has been duly incorporated and is a validly existing corporation in good standing under the laws of the State of Maryland. 2. Upon the issuance of shares of Common Stock pursuant to the Plan, such shares will be validly issued, fully paid and nonassessable. The opinions expressed herein are limited to the laws of the State of Maryland. - 9 - Page 2 October 28, 1994 The Rouse Company I hereby consent to the use of this opinion and my name in connection with the Registration Statement filed with the Securities and Exchange Commission to register the shares of Common Stock to be offered as aforesaid. Very truly yours, Richard G. McCauley - 10 - EX-23.2 3 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS EXHIBIT 23.2 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS --------------------------------------------------- The Board of Directors The Rouse Company: We consent to the use of our report incorporated herein by reference. KPMG PEAT MARWICK LLP Baltimore, Maryland October 28, 1994 - 11 - EX-23.3 4 CONSENT OF INDEPENDENT REAL ESTATE CONSULTANTS EXHIBIT 23.3 LANDAUER ASSOCIATES, INC. 666 Fifth Avenue New York, New York 10103 CONSENT OF INDEPENDENT REAL ESTATE CONSULTANTS ---------------------------------------------- The Board of Directors of The Rouse Company We consent to the incorporation by reference in the Registration Statement on Form S-8 relating to The Rouse Company 1985 Stock Option Plan of The Rouse Company (the "Company") of our report dated February 23, 1994, on our concurrence with the Company's estimates of the market value of its equity and other interests in certain real property owned and/or managed by the Company and its subsidiaries as of December 31, 1992 and 1993, which report appears on page 21 of the 1993 Annual Report to Shareholders that is incorporated by reference in the Annual Report on Form 10-K of the Company for the year ended December 31, 1993. LANDAUER ASSOCIATES, INC. New York, New York October 28, 1994 - 12 - EX-24 5 POWER OF ATTORNEY EXHIBIT 24 THE ROUSE COMPANY POWER OF ATTORNEY ----------------- KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors of THE ROUSE COMPANY, a Maryland corporation (the "Company"), hereby constitute and appoint MATHIAS J. DeVITO, RICHARD G. McCAULEY and ANTHONY W. DEERING, or any of them, the true and lawful agents and attorneys-in-fact of the undersigned with full power and authority in any of said agents and attorneys-in-fact to sign for the undersigned and in their respective names as directors of the Company a Registration Statement or Statements of the Company on Form S-8 and Form S-3, or any successor or alternative Forms, and any and all amendments or supplements thereto, to be filed from time to time with the Securities and Exchange Commission, Washington, D.C., under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, relating to The Rouse Company 1994 Stock Incentive Plan, The Rouse Company 1990 Stock Option Plan, The Rouse Company 1990 Stock Bonus Plan, The Rouse Company 1985 Stock Option Plan, The Rouse Company 1985 Stock Bonus Plan, or The Rouse Company Savings Plan, as any of the Plans referred to above may be amended from time to time, and any Common Stock of the Company to be offered or - 13 - sold pursuant to such Plans, hereby ratifying and confirming all acts taken by such agents and attorneys-in-fact, as herein authorized. Dated: September 22, 1994 /s/ David H. Benson (SEAL) ---------------------------- David H. Benson /s/ Jeremiah E. Casey (SEAL) ---------------------------- Jeremiah E. Casey /s/ Anthony W. Deering (SEAL) ---------------------------- Anthony W. Deering /s/ Rohit M. Desai (SEAL) ---------------------------- Rohit M. Desai /s/ Mathias J. DeVito (SEAL) ---------------------------- Mathias J. DeVito /s/ Juanita T. James (SEAL) ---------------------------- Juanita T. James /s/ Thomas J. McHugh (SEAL) ---------------------------- Thomas J. McHugh /s/ Hanne M. Merriman (SEAL) ---------------------------- Hanne M. Merriman /s/ Alexander B. Trowbridge (SEAL) ---------------------------- Alexander B. Trowbridge - 14 - -----END PRIVACY-ENHANCED MESSAGE-----