-----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, Iw4uKpCdyvcY3HkeF0j6VEPIcpjxVR8AM35JzjkxKOMrtq3NbdTB3+laRlDrQcr6 LsdEasZw7ZAWWegGlBMOtQ== 0000928385-96-000856.txt : 19960701 0000928385-96-000856.hdr.sgml : 19960701 ACCESSION NUMBER: 0000928385-96-000856 CONFORMED SUBMISSION TYPE: 11-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960628 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROUSE COMPANY CENTRAL INDEX KEY: 0000085388 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 520735512 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11543 FILM NUMBER: 96588666 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 ANNUAL REPORT 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, 1995 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 Personnel 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, 1995 and 1994 Index
Page ---- Independent Auditors' Report 1 Statements of Net Assets Available for Plan Benefits - December 31, 1995 and 1994 2 Statements of Changes in Net Assets Available for Plan Benefits - Years ended December 31, 1995 and 1994 3 Notes to Financial Statements - December 31, 1995 and 1994 5 Item 27a - Schedule of Assets Held for Investment Purposes - December 31, 1995 9 Item 27d - Schedule of Reportable Transactions - Year ended December 31, 1995 10
* * * * * * * The other schedules required by Item 27 of Department of Labor Form 5500 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, 1995 and 1994 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, 1995 and 1994, 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 made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are 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 fund information in the statements of net assets available for plan benefits and the statements of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and the changes in net assets available for plan benefits of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ KPMG Peat Marwick, LLP KPMG Peat Marwick, LLP Baltimore, Maryland June 18, 1996 THE ROUSE COMPANY SAVINGS PLAN Statements of Net Assets Available for Plan Benefits December 31, 1995 and 1994
T. Rowe The Rouse Company Price ---------------------- --------------------------------------------- Convertible New Prime International Common Preferred Balanced Horizons Reserve Stock Stock Stock Fund Fund Fund Fund ----------- --------- -------- --------- --------- ------------- December 31, 1995 - ----------------- Investments $17,382,401 1,313,103 496,785 4,853,404 1,841,903 1,989,390 Contributions receivable from: The Rouse Company 120,824 27,701 - - - - Participants 51,540 15,279 11,590 61,714 13,409 34,024 ----------- --------- ------- --------- --------- --------- 172,364 42,980 11,590 61,714 13,409 34,024 ----------- --------- ------- --------- --------- --------- Net assets available for plan benefits $17,554,765 1,356,083 508,375 4,915,118 1,855,312 2,023,414 =========== ========= ======= ========= ========= ========= December 31, 1994 - ----------------- Investments $16,672,992 693,078 276,365 2,850,326 1,848,894 1,425,441 Contributions receivable from: The Rouse Company 130,609 27,080 - - - - Participants 68,887 16,360 10,308 49,938 16,870 46,380 ----------- --------- ------- --------- --------- --------- 199,496 43,440 10,308 49,938 16,870 46,380 ----------- --------- ------- --------- --------- --------- Net assets available for plan benefits $16,872,488 736,518 286,673 2,900,264 1,865,764 1,471,821 =========== ========= ======= ========= ========= ========= T. Rowe Price --------------------------------------------------- New Small Equity America Cap Spectrum Spectrum Index Growth Value Income Growth Insurance Participant Fund Fund Fund Fund Fund Contracts Loans Total --------- --------- ------- --------- --------- --------- ----------- ---------- December 31, 1995 - ----------------- Investments 1,173,617 1,172,611 963,095 1,433,237 2,203,836 8,407,825 2,251,515 45,482,722 Contributions receivable from: The Rouse Company - - - - - - - 148,525 Participants 19,054 29,486 18,872 19,319 35,552 68,953 - 378,792 --------- --------- ------- --------- --------- --------- --------- ---------- 19,054 29,486 18,872 19,319 35,552 68,953 - 527,317 --------- --------- ------- --------- --------- --------- --------- ---------- Net assets available for plan benefits 1,192,671 1,202,097 981,967 1,452,556 2,239,388 8,476,778 2,251,515 46,010,039 ========= ========= ======= ========= ========= ========= ========= ========== December 31, 1994 - ----------------- Investments 654,656 571,725 425,873 1,072,800 1,462,975 9,464,775 2,099,738 39,519,638 Contributions receivable from: The Rouse Company - - - - - - - 157,689 Participants 15,400 22,952 13,612 25,054 36,676 86,522 - 408,959 --------- --------- ------- --------- --------- --------- --------- ---------- 15,400 22,952 13,612 25,054 36,676 86,522 - 566,648 --------- --------- ------- --------- --------- --------- --------- ---------- Net assets available for plan benefits 670,056 594,677 439,485 1,097,854 1,499,651 9,551,297 2,099,738 40,086,286 ========= ========= ======= ========= ========= ========= ========= ==========
See accompanying notes to financial statements. 2 THE ROUSE COMPANY SAVINGS PLAN Statements of Changes in Net Assets Available for Plan Benefits Years ended December 31, 1995 and 1994
T. Rowe The Rouse Company Price ------------------------ ------------------------------------------------- Convertible New Prime International Common Preferred Balanced Horizons Reserve Stock Stock Stock Fund Fund Fund Fund ------------ ---------- --------- ---------- ---------- -------------- Year ended December 31, 1995 Contributions from The Rouse Company $ 1,418,112 326,204 - - - - Contributions from participants 703,281 179,887 120,493 609,275 189,642 463,338 Investment income: Dividends and interest 693,190 64,681 20,234 509,808 100,982 59,920 Net appreciation (depreciation) in fair values of investments 998,893 59,451 61,089 1,158,609 - 143,147 Interest on participant loans - - - - - - ----------- --------- ------- --------- --------- --------- Total investment income 1,692,083 124,132 81,323 1,668,417 100,982 203,067 ----------- --------- ------- --------- --------- --------- Distributions to participants (2,167,847) (116,896) (35,374) (445,831) (505,352) (173,073) Participant loans repaid as part of termination distributions - - - - - - Interprogram transfers, net (963,352) 106,238 55,260 182,993 204,276 58,261 ----------- --------- ------- --------- --------- --------- Increase (decrease) in net assets available for plan benefits 682,277 619,565 221,702 2,014,854 (10,452) 551,593 Net assets available for plan benefits: Beginning of year 16,872,488 736,518 286,673 2,900,264 1,865,764 1,471,821 ----------- --------- ------- --------- --------- --------- End of year $17,554,765 1,356,083 508,375 4,915,118 1,855,312 2,023,414 =========== ========= ======= ========= ========= ========= T. Rowe Price -------------------------------------------------------- New Small Equity America Cap Spectrum Spectrum Index Growth Value Income Growth Insurance Participant Fund Fund Fund Fund Fund Contracts Loans Total ---------- ---------- -------- ---------- ---------- ----------- ------------ ----------- Year ended December 31, 1995 Contributions from The Rouse Company - - - - - - - 1,744,316 Contributions from participants 187,186 253,820 174,443 243,299 403,278 828,074 - 4,356,016 Investment income: Dividends and interest 43,910 55,746 43,918 92,264 147,786 494,425 - 2,326,864 Net appreciation (depreciation) in fair values of investments 237,556 260,188 129,237 133,119 333,618 - - 3,514,907 Interest on participant loans - - - - - - 135,682 135,682 --------- --------- ------- --------- --------- ---------- --------- ---------- Total investment income 281,466 315,934 173,155 225,383 481,404 494,425 135,682 5,977,453 --------- --------- ------- --------- --------- ---------- --------- ---------- Distributions to participants (75,493) (125,067) (32,583) (133,011) (127,278) (2,038,134) - (5,975,939) Participant loans repaid as part of termination distributions - - - - - - (178,093) (178,093) Interprogram transfers, net 129,456 162,733 227,467 19,031 (17,667) (358,884) 194,188 - --------- --------- ------- --------- --------- ---------- --------- ---------- Increase (decrease) in net assets available for plan benefits 522,615 607,420 542,482 354,702 739,737 (1,074,519) 151,777 5,923,753 Net assets available for plan benefits: Beginning of year 670,056 594,677 439,485 1,097,854 1,499,651 9,551,297 2,099,738 40,086,286 --------- --------- ------- --------- --------- ---------- --------- ---------- End of year 1,192,671 1,202,097 981,967 1,452,556 2,239,388 8,476,778 2,251,515 46,010,039 ========= ========= ======= ========= ========= ========== ========= ==========
(Continued) 3 THE ROUSE COMPANY SAVINGS PLAN Statements of Changes in Net Assets Available for Plan Benefits Years ended December 31, 1995 and 1994
The Rouse Company T. Rowe Price ------------------------ ----------------------------------------------------------------------- Convertible New Prime Growth International Equity Common Preferred Balanced Horizons Reserve and Income Stock Index Stock Stock Fund Fund Fund Fund Fund Fund ------------ ---------- --------- ---------- ---------- ----------- -------------- -------- Year ended December 31, 1994 - ---------------------------- Contributions from The Rouse Company $ 1,518,102 338,317 - - - - - - Contributions from participants 876,422 195,877 118,749 605,741 244,415 147 493,668 181,008 Investment income: Dividends and interest 578,632 23,202 13,160 251,468 61,364 - 87,406 23,835 Net appreciation (depreciation) in fair values of investments 1,227,654 (54,282) (16,177) (231,657) - (3,850) (103,265) (16,063) Interest on participant loans - - - - - - - - ----------- ------- ------- --------- --------- ---------- --------- ------- Total investment income 1,806,286 (31,080) (3,017) 19,811 61,364 (3,850) (15,859) 7,772 ----------- ------- ------- --------- --------- ---------- --------- ------- Distributions to participants (1,338,483) (41,035) (3,937) (221,595) (188,775) (9,733) (113,368) (44,390) Participant loans repaid as part of termination distributions - - - - - - - - Interprogram transfers, net (591,118) 75,855 159,989 195,118 241,581 (1,045,715) 460,261 (60,566) ----------- ------- ------- --------- --------- ---------- --------- ------- Increase (decrease) in net assets available for plan benefits 2,271,209 537,934 271,784 599,075 358,585 (1,059,151) 824,702 83,824 Net assets available for plan benefits: Beginning of year 14,601,279 198,584 14,889 2,301,189 1,507,179 1,059,151 647,119 586,232 ----------- ------- ------- --------- --------- ---------- --------- ------- End of year $16,872,488 736,518 286,673 2,900,264 1,865,764 - 1,471,821 670,056 =========== ======= ======= ========= ========= ========== ========= ======= ------------------------------------------ New Small America Cap Spectrum Spectrum Growth Value Income Growth Insurance Participant Fund Fund Fund Fund Contracts Loans Total -------- -------- ---------- ---------- ----------- ------------ ----------- Year ended December 31, 1994 - ---------------------------- Contributions from The Rouse Company - - - - - - 1,856,419 Contributions from participants 268,122 160,421 301,528 428,933 987,342 - 4,862,373 Investment income: Dividends and interest 11,675 31,208 74,853 109,401 522,065 - 1,788,269 Net appreciation (depreciation) in fair values of investments (39,576) (37,196) (92,109) (91,206) - - 542,273 Interest on participant loans - - - - - 93,564 93,564 ------- ------- --------- --------- ---------- --------- ---------- Total investment income (27,901) (5,988) (17,256) 18,195 522,065 93,564 2,424,106 ------- ------- --------- --------- ---------- --------- ---------- Distributions to participants (26,628) (5,712) (117,500) (72,899) (812,655) - (2,996,710) Participant loans repaid as part of termination distributions - - - - - (125,828) (125,828) Interprogram transfers, net 326,352 263,523 (31,271) 207,958 (1,088,072) 886,105 - ------- ------- --------- --------- ---------- --------- ---------- Increase (decrease) in net assets available for plan benefits 539,945 412,244 135,501 582,187 (391,320) 853,841 6,020,360 Net assets available for plan benefits: Beginning of year 54,732 27,241 962,353 917,464 9,942,617 1,245,897 34,065,926 ------- ------- --------- --------- ---------- --------- ---------- End of year 594,677 439,485 1,097,854 1,499,651 9,551,297 2,099,738 40,086,286 ======= ======= ========= ========= ========== ========= ==========
See accompanying notes to financial statements. 4 THE ROUSE COMPANY SAVINGS PLAN Notes to Financial Statements December 31, 1995 and 1994 (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. (b) Investments ----------- Investments in the common stock and convertible preferred stock of The Rouse Company and the T. Rowe Price mutual funds are carried at fair values determined by quoted market prices. Investments in the 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. (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. 5 THE ROUSE COMPANY SAVINGS PLAN Notes to Financial Statements (2) General Description of the Plan, Continued ------------------------------------------ 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 15% of such compensation, 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. 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. The Company's matching contributions are invested in the Company's common stock or convertible preferred stock based on participants' instructions. 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. 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. 6 THE ROUSE COMPANY SAVINGS PLAN Notes to Financial Statements (2) General Description of the Plan, Continued ------------------------------------------ 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:
1995 1994 ----------------------- ----------------------- Contract Contract Number of or fair Number of or fair shares value shares value ------ ----- ------ ----- The Rouse Company common stock 853,204 $17,382,401 866,129 $16,672,992 The Rouse Company convertible preferred stock 25,435 1,313,103 14,290 693,078 T. Rowe Price Mutual Funds: New Horizons Fund 236,751 4,853,404 193,112 2,850,326 ======= ======= Others 11,274,474 7,738,729 ---------- ---------- 16,127,878 10,589,055 ---------- ---------- Insurance contracts: New York Life Insurance Company, 7%, matures December 31, 1996 2,084,919 2,514,029 Principal Mutual Life Insurance Company, 5.50%, matures December 31, 1997 1,418,371 2,015,631 Hartford Life Insurance Company, 5.07%, matures December 31, 1998 1,988,460 1,892,510 John Hancock Mutual Life Insurance Company, 4.93%, matures December 31, 1998 2,033,765 1,938,211 Others 882,310 1,104,394 ---------- ---------- 8,407,825 9,464,775 ---------- ---------- Participant loans 2,251,515 2,099,738 ---------- ---------- $45,482,722 $39,519,638 ========== ==========
7 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, 1995, provide for interest at rates ranging from 4.93% to 7.40% and mature at various dates to 1999. The average yield on the contracts was 5.82% in 1995 and 5.70% in 1994. The aggregate contract value of the contracts in effect at December 31, 1995 approximates their aggregate estimated fair value based on current market interest rates for contracts with similar maturities and credit quality. (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 $1,266,932 at December 31, 1995 and $45,040 at December 31, 1994 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. 8 THE ROUSE COMPANY SAVINGS PLAN Item 27a - Schedule of Assets Held for Investment Purposes December 31, 1995
Par value or number Current Name of issuer and title of issue of shares Cost (note) value - --------------------------------- --------- ----------- ----- The Rouse Company Common Stock 853,204 $15,889,496 17,382,401 The Rouse Company Convertible Preferred Stock 25,435 1,314,530 1,313,103 T. Rowe Price Funds: Balanced Fund 37,578 455,781 496,785 New Horizons Fund 236,751 3,852,778 4,853,404 Prime Reserve Fund 1,841,903 1,841,903 1,841,903 International Stock Fund 162,665 1,883,878 1,989,390 Equity Index Fund 68,194 947,699 1,173,617 New America Growth Fund 33,590 978,929 1,172,611 Small Cap Value Fund 58,263 875,977 963,095 Spectrum Income Fund 127,512 1,379,990 1,433,237 Spectrum Growth Fund 163,368 1,932,140 2,203,836 ========= Insurance Contracts: New York Life Insurance Company 2,084,919 2,084,919 Principal Mutual Life Insurance Company 1,418,371 1,418,371 Hartford Life Insurance Company 1,988,460 1,988,460 John Hancock Mutual Life Insurance Company 2,033,765 2,033,765 Metropolitan Life Insurance Company 793,338 793,338 Life of Georgia Life Insurance Company 88,972 88,972 Participant loans 2,251,515 2,251,515 ---------- ---------- Total investments $42,012,441 45,482,722 ========== ==========
Note - Cost of the common stock and convertible preferred stock of The Rouse Company and the T. Rowe Price funds includes reinvested dividends or interest credited, as applicable. Cost of the insurance contracts is equal to contract value, representing contributions made plus interest credited less distributions. 9 THE ROUSE COMPANY SAVINGS PLAN Item 27d - Schedule of Reportable Transactions (Note 1) Year ended December 31, 1995
Current value of Purchase Redemption asset on price or selling price Cost of transaction Net gain Description of asset (note 2) (note 2) asset date(s) (loss) -------------------- -------- -------- ----- ------- ------ The Rouse Company Common Stock $3,146,646 - - 3,146,646 - The Rouse Company Common Stock - 3,436,130 3,152,763 3,436,130 283,367
Notes: (1) Reportable transactions are presented in accordance with Department of Labor regulations relating to requirements for employee benefit plan annual reports filed under the Employee Retirement Income Security Act of 1974. (2) The purchases and sales represent series of transactions; however, it is not practical to determine the number of individual transactions involved. 10 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 28, 1996 By /s/ WILLIAM D. BODEN -------------------- William D. Boden Administrator and Date: June 28, 1996 By /s/ GEORGE L. YUNGMANN ---------------------- George L. Yungmann Trustee Consent of Independent Certified Public Accountants --------------------------------------------------- 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 18, 1996, relating to the statements of net assets available for plan benefits of The Rouse Company Savings Plan as of December 31, 1995 and 1994, the related statements of changes in net assets available for plan benefits for the years then ended and the related schedules for the year ended December 31, 1995, which report appears elsewhere in this Form 11-K/A. KPMG PEAT MARWICK LLP Baltimore, Maryland June 28, 1996 -----END PRIVACY-ENHANCED MESSAGE-----