10-Q/A

z

Form 10-Q/A

(Amendment No.1)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended   September 30, 2003
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from               to
Commission File Number 001-11543

(Exact name of registrant as specified in its charter)
Maryland	52-0735512
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ý No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes ý No o

Indicate the number of shares outstanding of the issuer’s common stock as of November 7, 2003:

Common Stock, $0.01 par value	90,553,288
Title of Class	Number of Shares

Explanatory Note:

This Amendment No. 1 to the Quarterly Report on Form 10-Q of The Rouse Company amends and restates in its entirety Item 6 of Part II for the sole purpose of adding Exhibit 3.1 which is being filed herewith.

Part II. Other Information.

Item 6.Exhibits and Reports.

(a)Exhibits

Exhibit 3.1 — Articles Supplementary Amending the Articles Supplementary Designating Increasing Rate Cumulative Preferred Stock

Exhibit 31.1 – Certification Pursuant to Rule 13a – 14(a) by Anthony W. Deering, Chairman of the Board, President and Chief Executive Officer.

Exhibit 31.2 – Certification Pursuant to Rule 13a – 14(a) by Thomas J.DeRosa, Vice Chairman and Chief Financial Officer.

*      Exhibit 32.1 – Certification Pursuant to 18 U.S.C. Section 1350-Chief Executive Officer.

*      Exhibit 32.2 – Certification Pursuant to 18 U.S.C. Section 1350-Chief Financial Officer.

*      Exhibit 99.1 – Factors Affecting Future Operating Results.

(b)Reports on Form 8-K

Current Report on Form 8-K was furnished to the Securities and Exchange Commission on July 29, 2003. The Form provided our press release regarding earnings for the second quarter of 2003 and certain supplemental information not included in the press release.

Current Report on Form 8-K was furnished to the Securities and Exchange Commission on September 25, 2003.  The Form provided supplemental materials that were used to discuss our community development activities in West Houston with an analyst.

* Previously filed on Form 10-Q dated November 13, 2003.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		on behalf of
		THE ROUSE COMPANY and as
		Principal Financial Officer:
Date:	November 21, 2003	By	/s/ Thomas J. DeRosa
			Thomas J. DeRosa
			Vice Chairman and
			Chief Financial Officer
		Principal Accounting Officer:
Date:	November 21, 2003	By	/s/ Melanie M. Lundquist
			Melanie M. Lundquist
			Senior Vice President and
			Corporate Controller

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Exhibit Index

	Exhibit No.
	3.1	Articles Supplementary Amending the Articles Supplementary Designating Increasing Rate Cumulative Preferred Stock
	31.1	Certification Pursuant to Rule 13a – 14(a) by Anthony W. Deering, Chairman of the Board, President and Chief Executive Officer.
	31.2	Certification Pursuant to Rule 13a – 14(a) by Thomas J. DeRosa, Vice Chairman and Chief Financial Officer.
*	32.1	Certification Pursuant to 18 U.S.C. Section 1350 – Chief Executive Officer.
*	32.2	Certification Pursuant to 18 U.S.C. Section 1350 – Chief Financial Officer.
*	99.1	Factors Affecting Future Operating Results.

* Previously filed on Form 10-Q dated November 13, 2003.

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EX-3.1

EXHIBIT 3.1

THE ROUSE COMPANY

ARTICLES SUPPLEMENTARY

AMENDING THE ARTICLES SUPPLEMENTARY

DESIGNATING INCREASING RATE CUMULATIVE PREFERRED STOCK

The Rouse Company, a Maryland corporation having its principal office in Columbia, Maryland (the “Corporation”), certifies to the Maryland State Department of Assessments and Taxation (“MSDAT”) that:

FIRST:      The Board of Directors of the Corporation (the “Board of Directors”) filed Articles Supplementary designating the Corporation’s Increasing Rate Cumulative Preferred Stock (the “Increasing Rate Cumulative Preferred Stock”), with MSDAT on June 7, 1996 (the “Articles Supplementary”).

SECOND:  There are no shares of Increasing Rate Cumulative Preferred Stock currently issued and outstanding.

THIRD:  Pursuant to the authority expressly vested in the Board of Directors in Article FIFTH, Section (B)(3) of the Charter of the Corporation, the Board of Directors desires to reclassify the Increasing Rate Cumulative Preferred Stock by amending, effective as of the date of original filing of the Articles Supplementary on June 7, 1996, certain provisions contained in the Articles Supplementary by filing these Articles Supplementary Amending the Articles Supplementary Designating the Increasing Rate Cumulative Preferred Stock (the “Articles of Amendment to the Articles Supplementary”).

FOURTH:  Article SECOND, Section 12(a) of the Articles Supplementary is hereby deleted in its entirety and replaced with the following:

Section 12.  Certain Restrictions.  (a) So long as any shares of Exchangeable Preferred Stock are outstanding, the Corporation will not, either directly or indirectly or through a Merger, without either (1) the written consent of the Representatives or (2) the affirmative vote (at a meeting) or the written consent (with or without a meeting) of the holders of at least 66-2/3% of the shares of Exchangeable Preferred Stock at the time outstanding:

(i)            amend, alter or repeal any of the provisions of this Certificate, the Charter or the Corporation’s bylaws, so as to affect adversely the preferences, special rights or powers of the Exchangeable Preferred Stock;

(ii)           issue (or approve the issuance of) any shares of Exchangeable Preferred Stock except pursuant to the Contingent Stock Agreement;

(iii)          redeem, retire, purchase or otherwise acquire, or permit any of the Corporation’s Affiliates to redeem, purchase or otherwise acquire, any shares of Exchangeable Preferred Stock except as provided in Sections 5 and 6 hereof;

(iv)          approve or consummate any Merger which would affect adversely the preferences, special rights or powers of the Exchangeable Preferred Stock;

(v)           approve any Exchange of less than all of the Exchangeable Preferred Stock at the time outstanding unless the full accrued dividends (whether or not declared) for all prior and then current Dividend Periods shall either (A) have been paid or (B) declared and a sum sufficient for the payment thereof set apart for such payment;

(vi)          declare or pay or set apart any money for any dividends (other than a dividend payable solely in Junior Stock) or make any other distribution on or with respect to any shares of Junior Stock;

(vii)         redeem, retire or otherwise acquire for value, or set apart any money for any sinking or other analogous fund for the redemption or purchase of, any shares of Junior Stock (other than acquisitions of Common Stock solely for the purpose of obtaining the number of shares of Common Stock which may be required to effect any Exchange) or of any warrant, option or right to purchase, subscribe for or otherwise acquire any Junior Stock; or

(viii)        declare or pay or set apart any dividends (other than a dividend payable solely in Junior Stock) or make any other distribution on or with respect to any shares of Parity Dividend Stock or Parity Liquidation Stock during any Dividend Period unless, at the same time, a like proportionate dividend during such Dividend Period, ratably in proportion to the respective annual dividend rates fixed therefor, shall be paid upon, or declared and set apart for, all issued and outstanding shares of Exchangeable Preferred Stock entitled to receive such dividend.

FIFTH:  Article SECOND, Section 12(c) of the Articles Supplementary is hereby deleted in its entirety and replaced with the following:

(c)           So long as the Corporation shall be obligated (contingently or otherwise) to issue shares of Exchangeable Preferred Stock pursuant to the Contingent Stock Agreement, the Corporation will not, either directly or indirectly or through a Merger, at any time when no shares of Exchangeable Preferred Stock are outstanding, without the prior written consent of the

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Representatives, take (or cause to be taken) any of the actions described in clause (v) of paragraph (a) above or in paragraph (b) above.

SIXTH:  These Articles of Amendment to the Articles Supplementary do not alter the number of shares of capital stock that the Corporation has authority to issue.  Except as amended hereby, the terms of the Increasing Rate Cumulative Preferred Stock are ratified and confirmed and remain in full force and effect.

SEVENTH:  The Board of Directors has approved the filing of the foregoing Articles of Amendment to the Articles Supplementary and no stockholder approval is required.

{Signatures appear on the following page.}

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IN WITNESS WHEREOF, The Rouse Company has caused these Articles Supplementary Amending the Articles Supplementary Designating Increasing Rate Cumulative Preferred Stock to be signed in its name and attested by its duly authorized officers on the 2nd day of September, 2003.

Attest:
By:	/s/ Gordon H. Glenn	By:	/s/ Anthony W. Deering
	Gordon H. Glenn		Anthony W. Deering
	Senior Vice President,		President and Chief Executive
	General Counsel and Secretary		Officer

                THE UNDERSIGNED, President and Chief Executive Officer of The Rouse Company, who executed on behalf of the Corporation the foregoing Articles Supplementary Amending the Articles Supplementary Designating Increasing Rate Cumulative Preferred Stock, of which this certificate is made a part, hereby acknowledges in the name and on behalf of the Corporation that the foregoing Articles of Amendment are the corporate act of the Corporation and hereby certifies that, to the best of his knowledge, information, and belief, the matters and facts set forth therein with respect to the authorization and approval thereof are true in all material respects under penalties of perjury.

/s/ Anthony W. Deering

Anthony W. Deering

President and Chief Executive

Officer

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EX-31.1

EXHIBIT 31.1

I, Anthony W. Deering, certify that:

1.I have reviewed this report on Form 10-Q/A of The Rouse Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), for the registrant and (omitted pursuant to SEC Release No. 33-8238) and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)omitted pursuant to SEC Release No. 33-8238;

c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)all significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	November 21, 2003
		/s/ Anthony W. Deering
		Anthony W. Deering
		Chairman of the Board, President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

I, Thomas J. DeRosa, certify that:

1.I have reviewed this report on Form 10-Q/A of The Rouse Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), for the registrant and (omitted pursuant to SEC Release No. 33-8238) and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)omitted pursuant to SEC Release No. 33-8238;

c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)all significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	November 21, 2003
		/s/ Thomas J. DeRosa
		Thomas J. DeRosa
		Vice Chairman and Chief Financial Officer