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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the Fiscal Year Ended December 31, 1993
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
Commission File No 0-1743
THE ROUSE COMPANY
(Exact name of registrant 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)
Registrant's telephone number, including area code: (410) 992-6000
--------------
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- ---------------------
NONE NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock (par value 1c per share)
-------------------------------------
(Title of Class)
Series A Convertible Preferred Stock (par value 1c per share)
-------------------------------------------------------------
(Title of Class)
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 x No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of his Form 10-K or any amendment to this
Form 10-K. __
As of March 11, 1994, there were outstanding 47,562,449 shares of the
registrant's common stock, par value 1c, which is the only class of common or
voting stock of the registrant. As of that date, the aggregate market value of
the shares of common stock held by non-affiliates of the registrant (based on
the closing price as reported in The Wall Street Journal, Eastern Edition) was
----------------------------------------
approximately $832,853,088.
Documents Incorporated by Reference
The specified portions of the Annual Report to Shareholders for the fiscal year
ended December 31, 1993 are incorporated by reference into Parts I, II and IV.
Definitive Proxy Statement to be filed pursuant to Regulation 14A on or before
April 5, 1994 is incorporated by reference into Part III.
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PART I
------
Item 1. Business.
Item 1(a). General Development of Business.
The Rouse Company (the "Company") was incorporated as a business corporation
under the laws of the State of Maryland in 1956. Its principal offices are
located at The Rouse Company Building, Columbia, Maryland 21044. Its
telephone number is (410) 992-6000. The Company, through its subsidiaries
and affiliates, is engaged in (i) the ownership, management, acquisition and
development of income-producing and other real estate in the United States,
including retail centers, office buildings, mixed-use projects, community
retail centers and three hotels, and the management of one retail center in
Canada, and (ii) the development and sale of land to builders and other
developers, primarily around Columbia, Maryland, for residential, commercial
and industrial uses.
Item 1(b). Financial Information About Industry Segments.
Information required by Item 1(b) is incorporated herein by
reference to note 11 of the notes to consolidated financial statements
included in the 1993 Annual Report to Shareholders.
As noted in Item 1(a), the Company is a real estate company engaged in most
aspects of the real estate industry, including the management, acquisition
and development of income-producing and other properties, both retail and
commercial, community development and management, and land sales. These
business segments are further described below.
I-1
Item 1. Business, continued.
Item 1(c). Narrative Description of Business.
Operating Properties:
--------------------
As set forth in Item 2, at December 31, 1993, the 70 regional retail centers
owned, in whole or in part, or operated by subsidiaries or affiliates of
the Company, aggregated 22,213,000 square feet of leasable space, including
982,000 square feet leased to department stores and 669,000 square feet of
office space. The activities involved in operating and managing retail
centers include: negotiating lease terms with present and prospective
tenants, identifying and attracting desirable new tenants, conducting local
market and consumer research, developing and implementing short- and long-
term merchandising and leasing programs, assisting tenants in the
presentation of their merchandise and the layout of their stores and
storefronts, and maintaining the buildings and common areas.
In conjunction with other partners or investors, the Company has a program of
acquiring completed retail centers, with the Company having management
responsibility and earning incentive fees including, in some instances,
equity interests in the centers. The Company also has a program of providing
management services for centers developed and owned by others under
management agreements that also provide for incentive fees and, in some
instances, equity interests in the centers. As of December 31, 1993, the
Company managed 21 such centers, which are included in the figures in the
preceding paragraph and aggregated 7,032,000 square feet of leasable space.
In addition to Columbia Mall, which is included in the figures in the second
preceding paragraph, The Howard Research And Development Corporation ("HRD")
and its subsidiaries own and/or manage 17 office and industrial buildings
and retail centers with 3,080,000 square feet of leasable office space, 8
village centers with 824,000 square feet of leasable retail space and other
properties and additional commercial space, including the 289-room Columbia
Inn in Columbia, Maryland.
Other subsidiaries of the Company own, in whole or in part, and operate 11
office buildings with a total of 2,673,000 square feet of leasable space and
the 148-room Cross Keys Inn located at The Village of Cross Keys in
Baltimore, Maryland. The Company also has a 5% interest in Rouse-Teachers
Properties, Inc., which owns 81 office/industrial buildings with 5,727,000
square feet of space and 454 acres of land. A wholly owned
I-2
Item 1. Business, continued.
Item 1(c). Narrative Description of Business, continued:
affiliate of the Company is responsible for the operation, management and
development of all buildings and land owned by Rouse-Teachers Properties,
Inc.
Development:
-----------
The Company renovates and expands existing retail centers and develops
suburban and downtown retail centers and mixed-use projects, primarily for
ownership. In addition, the Company is capable of serving as the master
developer for certain mixed-use projects, with the Company generally owning
at least the retail component of such projects. The activities involved in
the development, renovation and expansion of retail centers and mixed-use
projects include: initial market and consumer research, evaluating and
acquiring land sites, obtaining necessary public approvals, engaging
architectural and engineering firms to design the project, estimating
development costs, developing and testing pro forma operating statements,
selecting a general contractor, arranging construction and permanent
financing, identifying and obtaining department stores and other tenants,
negotiating lease terms, negotiating partnership and joint venture
agreements and promoting new, renovated or expanded retail centers and
mixed-use projects.
The Company also develops retail centers for others, with the Company earning
incentive fees and, in some instances, equity interests in the centers.
The Company and certain subsidiaries or affiliates are in the construction or
development stage of announced projects, primarily expansions of existing
centers, that will add 283,000 square feet of leasable space.
Land Sales:
----------
HRD is the developing entity of Columbia, Maryland, which is located in the
Baltimore-Washington corridor. HRD owns approximately 2,097 saleable acres
of land in and around Columbia, and, through its subsidiaries and
affiliates, develops and sells this land to builders and other developers
for residential, commercial and industrial uses. The Company, through its
subsidiaries and affiliates, also is presently involved in community
development and related land sales elsewhere in Maryland and is developing
and selling a parcel of land in California.
I-3
Item 1. Business, continued.
Item 1(c). Narrative Description of Business, continued:
In all aspects of the Company's business pertaining to the ownership,
management, acquisition or development of income-producing and other real
estate, the Company operates in highly competitive markets. With respect to
the leasing and operation or management of developed properties, each
project faces market competition from existing and future developments in
its geographical market area. The Company competes with developers and other
buyers with respect to the acquisition of development sites or centers and
for financing opportunities in the money markets. The Company also faces
competition in and around Columbia, Maryland with respect to the development
and sale of land for residential, commercial and industrial uses.
Neither the Company's business, taken as a whole, nor any of its industry
segments, is seasonal in nature.
Federal, state and local statutes and regulations relating to the protection
of the environment have previously had no material effect on the Company's
business. Future development opportunities of the Company may involve
additional capital and other expenditures in order to comply with such
statutes and regulations. It is impossible at this time to predict with any
certainty the magnitude of any such expenditures or the long-range effect,
if any, on the Company's operations. Compliance with such laws has had no
material adverse effect on the earnings or competitive position of the
Company in the past; the Company anticipates that they will have no material
adverse effect on its future earnings or its competitive position in the
industry.
None of the Company's industry segments depends upon a single customer or a
few customers, the loss of which would have a materially adverse effect on
the segment. No customer accounts for 10 percent or more of the consolidated
revenues of the Company.
The Company and its subsidiaries had 5,085 full- and part- time employees at
December 31, 1993.
I-4
Item 2. Properties.
The Company leases its headquarters building (approximately 127,000 square
feet) in Columbia, Maryland for an initial term of 30 years which expires in
2003 with options for two 15-year renewal periods. The lease on the
headquarters building is accounted for as a capital lease.
Information respecting the Company's operating properties is incorporated
herein by reference to the "Projects of The Rouse Company" table on pages 56
through 60 of the Annual Report to Shareholders for 1993 that is an Exhibit to
this Form 10-K. The ownership of virtually all properties is subject to
mortgage financing. The table of projects includes retail centers managed by
the Company for a fee as identified in notes (c) and (d) to the table.
Excluding such managed centers, certain of the remaining properties are
subject to leases which provide an option to purchase (or repurchase) the
property and/or to renew the leases for one or more renewal periods. The
years of expiration indicated below assume all options to extend the terms of
the leases are exercised. The properties subject to such leases in whole or
in part are as follows:
Year of
Nature of expiration
Property interest of lease
-------- -------- --------
Arizona Center Leasehold Various dates
from 2017 to 2050
Augusta Mall Leasehold by joint venture 2068
Bayside Marketplace Leasehold by joint venture 2062
Columbia Mall, Inc. -
American City Building Leasehold and fee 2000
Columbia Mall, Inc. -
Columbia Cinema Leasehold and fee 2003
Columbia Mall, Inc. -
Exhibit Building Leasehold and fee 2012
Columbia Mall, Inc. -
Oakland Building Leasehold 2064
Echelon Mall Leasehold 2008
Faneuil Hall Marketplace Leasehold 2074
First National Bank Plaza Leasehold 2013
I-5
Item 2. Properties, continued.
Year of
Nature of expiration
Property interest of lease
-------- -------- --------
Franklin Park Leasehold and fee by
joint venture 2024
The Gallery at Market East Leasehold 2082
Governor's Square Leasehold by joint venture 2054
Greengate Mall Leasehold 2070
Harborplace Leasehold 2054
Harundale Mall Leasehold and fee owned
jointly with others 2059
Highland Mall Leasehold and fee by
joint venture 2070
The Jacksonville Landing Leasehold 2057
Mall St. Matthews Leasehold 2053
Midtown Square Leasehold 2055
Pioneer Place Leasehold 2076
Plymouth Meeting Leasehold and fee 2063
Riverwalk Leasehold by joint venture 2076
St. Louis Union Station Leasehold 2060
South Street Seaport Leasehold 2031
Tampa Bay Center Leasehold and fee 2047
Westlake Center Leasehold by joint venture 2043
Woodbridge Center Leasehold 2020
I-6
Item 3. Legal Proceedings.
On November 6, 1990, Robert P. Guastella Equities, Inc. ("Plaintiff"),a former
tenant at the Riverwalk Shopping Center in New Orleans, Louisiana
("Riverwalk"), which is owned and operated by New Orleans Riverwalk
Associates, an affiliate of the Company ("NORA"), filed suit in the Civil
District Court of Orleans Parish, Louisiana against NORA, the Company, two
Company affiliates - Rouse-New Orleans, Inc. and New Orleans Riverwalk Limited
Partnership - and Connecticut General Life Insurance Company, which is a
general partner of NORA (collectively, "Defendants"). Plaintiff alleges that
Defendants breached Plaintiff's lease agreement with NORA for the operation of
a restaurant at Riverwalk by (i) failing to prevent the leased premises from
flooding, (ii) refusing to permit entertainment on the leased premises, (iii)
interfering with the operation of air conditioning equipment on the leased
premises and (iv) failing to provide adequate security. Plaintiff claims that
as a result of these breaches it suffered losses and could not pay the rentals
due under the lease agreement, as a result of which the lease and its tenancy
were terminated by NORA. Plaintiff sought damages of approximately $600,000
for these alleged breaches. In addition, on September 3, 1992, Plaintiff
claimed $33,000,000 for alleged lost future profits which it claimed it would
have earned had its lease not been terminated. All Defendants filed answers
denying the claims of Plaintiff and asserting other defenses. NORA also
asserted a counterclaim against Plaintiff and its guarantors, Robert Guastella
and Charles Kovacs, for past due rentals and other charges in the approximate
amount of $300,000 plus interest and attorneys' fees as provided for in the
lease agreement. The case was tried before a jury and, on October 28, 1993,
the jury returned a verdict against Defendants upon which judgment was entered
by the trial court on January 7, 1994, in the total net amount of
approximately $9,128,000 (which included a net award for lost future profits
of approximately $8,640,000) plus interest and attorneys' fees. Defendants
believe that the verdict and judgment as entered to date are contrary to the
facts and applicable law. Following entry of judgment, Defendants filed with
the trial court Motions for Judgment Notwithstanding the Verdict, Remittitur
and/or New Trial. These motions seek, in the alternative, (i) the dismissal of
all claims of Plaintiff against Defendants, (ii) a significant reduction of
the award to Plaintiff, including elimination of the entire award for lost
future profits or (iii) a new trial. The hearing on the post-trial motions was
held on February 28, 1994, and the matter is under consideration by the trial
court. To the extent that these post-trial motions are not successful,
Defendants intend to vigorously pursue their rights of appeal.
I-7
Item 4. Submission of Matters to a Vote of Security Holders.
None.
I-8
Directors and Executive Officers.
The executive officers of the Company as of March 31, 1994 are:
Present office and Date of election Business or professional
position with the or appointment to experience during the past
Executive Officer Age Company present office five years
- -------------------- --- ------------------------ ----------------- --------------------------
Bruce D. Alexander 50 Senior Vice-President 11/16/78 Senior Vice-President and
and Director of New 8/17/93 Director of New Business of
Business the Company; formerly Senior
Vice-President and Director of
the Commercial Development
Division of the Company
Anthony W. Deering 49 President and Chief 2/25/93 President and Chief Operating
Operating Officer Officer of the Company;
formerly Executive Vice
President - Finance and
Administration and Chief
Financial Officer of the
Company, and Senior Vice-
President and Chief Financial
Officer of the Company
Mathias J. DeVito 63 Chairman of the Board 5/24/84 Chairman of the Board and
and Chief Executive 5/23/79 Chief Executive Officer of the
Officer Company; formerly Chairman of
the Board, President and Chief
Executive Officer of the
Company, and Chairman of the
Board and Chief Executive
Officer of the Company
Jeffrey H. Donahue 47 Senior Vice-President, 9/23/93 Senior Vice-President and
Chief Financial Officer 9/23/93 Chief Financial Officer of the
and Director of the 8/17/93 Company and Director of the
Finance Division Finance Division; formerly
Vice-President and Treasurer
of the Company
I-9
Present office and Date of election Business or professional
position with the or appointment to experience during the past
Executive Officer Age Company present office five years
- -------------------- --- ------------------------ ----------------- --------------------------
Duke S. Kassolis 42 Senior Vice-President 9/23/93 Senior Vice-President and
and Director of Office 8/17/93 Director of Office and Mixed-
and Mixed-Use Operations Use Operations of the Company;
formerly Vice-President and
Director of Office and
Commercial Properties of the
Company
Paul I. Latta, Jr. 50 Senior Vice-President 9/23/93 Senior Vice-President and
and Director of Retail 8/17/93 Director of Retail Operations,
Operations of the Company; formerly Vice-
President and Associate
Division Director, Operating
Properties Division of the
Company
Richard G. McCauley 53 Senior Vice-President, 1/22/75 Senior Vice-President, General
General Counsel and 12/1/71 Counsel and Secretary of the
Secretary 4/24/75 Company
Douglas A. McGregor 51 Executive Vice-President 11/5/90 Executive Vice-President for
for Development and 8/17/93 Development and Operations of
Operations the Company; formerly
Executive Vice-President -
Development and Director of
the Office and Community
Development Division
Robert Minutoli 43 Senior Vice-President 9/23/93 Senior Vice-President and
and Director of 8/17/93 Director of Acquisitions of
Acquisitions the Company; formerly Vice-
President for Development of
the Company
Robert D. Riedy 48 Senior Vice-President 9/23/93 Senior Vice-President and
and Director of Retail 8/17/93 Director of Retail Leasing of
Leasing the Company; formerly Vice-
President for Development of
the Company
I-10
Present office and Date of election Business or professional
position with the or appointment to experience during the past
Executive Officer Age Company present office five years
- -------------------- --- ------------------------ ----------------- --------------------------
Alton J. Scavo 47 Senior Vice-President, 9/23/93 Senior Vice-President,
Director of the 8/17/93 Director of the Community
Community Development Development Division of the
Division and General Company and General Manager of
Manager of Columbia Columbia; formerly Vice-
President and Associate
Director of the Community
Development Division of the
Company
Jerome D. Smalley 44 Senior Vice-President 9/23/93 Senior Vice-President and
and Director of the 8/17/93 Director of the Commercial and
Commercial and Office Office Development Division of
Development Division the Company; formerly Vice-
President for Development
Larry M. Wolf 58 Senior Vice-President 11/16/78 Senior Vice-President and
and Director of 8/17/93 Director of Merchandising of
Merchandising the Company; formerly Senior
Vice-President and Director of
Retail Leasing of the Company
George L. Yungmann 51 Senior Vice-President, 9/23/93 Senior Vice-President and
Controller and 7/26/72 Controller of the Company and
Director of the 8/17/93 Director of the Controller's
Controller's Division Division; formerly Vice-
President and Controller
The term of office of each officer is until election of a successor or otherwise
at the pleasure of the Board of Directors.
There is no arrangement or understanding between any of the above-listed
officers and any other person pursuant to which any such officer was elected as
an officer.
None of the above-listed officers has any family relationship with any director
or other executive officer.
I-11
Part II
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Item 5. Market for the Registrant's Common Stock and Related
Stockholder Matters.
Information required by Item 5 is incorporated herein by
reference to page 51 of the 1993 Annual Report to Shareholders.
Item 6. Selected Financial Data.
Information required by Item 6 is incorporated herein by
reference to page 51 of the 1993 Annual Report to Shareholders.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Information required by Item 7 is incorporated herein
by reference to pages 45 through 50 of the 1993 Annual Report to
Shareholders.
Item 8. Financial Statements and Supplementary Data.
Financial Statements required by Item 8 are set forth in the
Index to Financial Statements and Schedules on page IV-2.
Supplementary data required by Item 8 are incorporated herein
by reference to page 51 of the 1993 Annual Report to Shareholders.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
II-1
Part III
--------
The information required by Items 10, 11, 12 and 13 (except that information
regarding executive officers called for by Item 10 that is contained in Part
I) is incorporated herein by reference from the definitive proxy statement
that the Company intends to file pursuant to Regulation 14A on or before
April 5, 1994.
III-1
PART IV
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Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) 1 and 2. Financial Statements and Schedules:
Reference is made to the Index to Financial Statements
and Schedules on page IV-2.
3. Exhibits: Reference is made to the Exhibit Index.
(b) Reports on Form 8-K:
None.
IV-1
THE ROUSE COMPANY AND SUBSIDIARIES
Index to Financial Statements and Schedules
Page
----
Independent Auditors' Report IV-3
Report of Independent Real Estate Consultants included on
page 21 of the 1993 Annual Report to Shareholders
incorporated herein by reference
Financial Statements:
The Rouse Company and Subsidiaries included on pages 22
through 44 of the 1993 Annual Report to Shareholders,
incorporated herein by reference:
Consolidated Cost Basis and Current Value Basis
Balance Sheets at December 31, 1993 and 1992
Consolidated Cost Basis Statements of Operations for
the Years Ended December 31, 1993, 1992 and 1991
Consolidated Cost Basis Statements of Shareholders'
Equity for the Years Ended December 31, 1993,
1992 and 1991
Consolidated Cost Basis Statements of Cash Flows for
the Years Ended December 31, 1993, 1992 and 1991
Consolidated Current Value Basis Statements of Changes
in Revaluation Equity for the Years Ended December 31,
1993, 1992 and 1991
Notes to Consolidated Financial Statements
Schedules:
The Rouse Company and Subsidiaries as of December 31, 1993
or for the years ended December 31, 1993, 1992 and 1991:
Schedule II Amounts Receivable from Related Parties
and Underwriters, Promoters and
Employees Other Than Related Parties IV-4
Schedule VIII Valuation and Qualifying Accounts IV-14
Schedule IX Short-Term Borrowings IV-15
Schedule X Supplementary Income Statement Information IV-16
Schedule XI Real Estate and Accumulated Depreciation IV-17
All other schedules have been omitted as not applicable, or not required,
or because the required information is included in the consolidated
financial statements or notes thereto.
IV-2
INDEPENDENT AUDITORS' REPORT
----------------------------
The Board of Directors and Shareholders
The Rouse Company:
We have audited the consolidated cost basis financial statements and the related
financial statement schedules of The Rouse Company and subsidiaries as listed in
the accompanying index. We have also audited the supplemental consolidated
current value basis financial statements listed in the index. These
consolidated financial statements and financial statement schedules are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements and financial statement
schedules 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 consolidated cost basis financial statements referred to
above present fairly, in all material respects, the financial position of The
Rouse Company and subsidiaries at December 31, 1993 and 1992, and the results of
their operations and their cash flows for each of the years in the three-year
period ended December 31, 1993, in conformity with generally accepted accounting
principles. Also in our opinion, the related financial statement schedules,
when considered in relation to the basic consolidated cost basis financial
statements taken as a whole, present fairly, in all material respects, the
information set forth therein.
As discussed in notes 2 and 12 to the consolidated financial statements, the
Company changed its method of accounting for income taxes in 1991 to adopt the
provisions of the Financial Accounting Standards Board's Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes."
As more fully described in note 1 to the consolidated financial statements, the
supplemental consolidated current value basis financial statements referred to
above have been prepared by management to present relevant financial information
about The Rouse Company and its subsidiaries which is not provided by the cost
basis financial statements and are not intended to be a presentation in
conformity with generally accepted accounting principles. In addition, as more
fully described in note 1, the supplemental consolidated current value basis
financial statements do not purport to present the net realizable, liquidation
or market value of the Company as a whole. Furthermore, amounts ultimately
realized by the Company from the disposal of properties may vary from the
current values presented.
In our opinion, the supplemental consolidated current value basis financial
statements referred to above present fairly, in all material respects, the
information set forth therein on the basis of accounting described in note 1 to
the consolidated financial statements.
KPMG PEAT MARWICK
Baltimore, Maryland
February 23, 1994
IV-3
Schedule II
-----------
THE ROUSE COMPANY AND SUBSIDIARIES
Amounts Receivable from Related Parties and Underwriters, Promoters and
Employees Other than Related Parties
Years ended December 31, 1993, 1992, and 1991
----
Balance at end
Deductions of year
----------------------- ---------------------
Balance at
beginning of Amounts Amounts
Name of debtor year Additions collected written off Current Not current
-------------- ------------ --------- --------- ----------- ------- -----------
(in thousands)
Year ended December 31, 1993:
----
Officers:
Anthony W. Deering, President
and Chief Operating Officer $ 200 $ 628 $ - $ 50 $ 176 $ 602
Jeffrey H. Donahue, Senior Vice
President and Chief Financial
Officer - 93 - - - 93
Duke S. Kassolis, Senior Vice President
and Director, Office and Mixed-Use
Operations 36 138 - 8 12 154
Paul I. Latta, Jr., Senior Vice President
and Director, Retail Operations - 93 - - - 93
Douglas A. McGregor, Executive Vice
President, Development and
Operations 200 - - 50 50 100
John G. McLauglin, Vice President and
Group Director 39 20 - 9 13 37
Robert Minutoli, Senior Vice President
and Director, Acquisition/Management 119 196 - 34 40 241
Robert D. Riedy, Senior Vice President
and Director, Retail Leasing 18 133 - 5 13 133
====== ====== ====== ====== ====== ======
(continued)
IV-4
Schedule II (continued)
-----------
THE ROUSE COMPANY AND SUBSIDIARIES
Amounts Receivable from Related Parties and Underwriters, Promoters and
Employees Other than Related Parties
Years ended December 31, 1993, 1992, and 1991
----
Balance at end
Deductions of year
----------------------- ---------------------
Balance at
beginning of Amounts Amounts
Name of debtor year Additions collected written off Current Not current
-------------- ------------ --------- --------- ----------- ------- -----------
(in thousands)
Year ended December 31, 1993:
----
Officers:
Alton J. Scavo, Senior Vice President
and Director, Community Development - 122 - - - 122
and General Manager of Columbia
Jerome D. Smalley, Senior Vice President
and Director, Commercial and Office
Development 117 48 - 35 39 91
George L. Yungmann, Senior Vice
President and Controller - 119 - - - 119
Officer loans less than $100,000 97 51 - 20 32 96
------ ------ ------ ------ ------ ------
$ 826 $1,641 $ - $ 211 $ 375 $1,881
====== ====== ====== ====== ====== ======
Note:
Reference is made to Note 15 to the Consolidated Financial Statements for
additional information concerning these balances.
IV-5
Schedule II (continued)
-----------
THE ROUSE COMPANY AND SUBSIDIARIES
Amounts Receivable from Related Parties and Underwriters, Promoters and
Employees Other than Related Parties
Years ended December 31, 1993, 1992, and 1991
----
Balance at end
Deductions of year
----------------------- ---------------------
Balance at
beginning of Amounts Amounts
Name of debtor year Additions collected written off Current Not current
-------------- ------------ --------- --------- ----------- ------- -----------
(in thousands)
Year ended December 31, 1992:
----
Officers:
Mathias J. DeVito, Chairman of the Board
and Chief Executive Officer $ 170 $ - $ - $ 170 $ - $ -
Bruce D. Alexander, Senior Vice President,
Development 68 - - 68 - -
R. Bruce Armiger, Vice President
and Director, Construction and
Engineering 22 - - 22 - -
Laurin B. Askew, Jr., Vice President
and Director, Design 12 - - 12 - -
R. Harwood Beville, Executive Vice
President, Operations 80 - - 80 - -
David C. Creighton, Vice President
and Group Director 11 - - 11 - -
Anthony W. Deering, President
and Chief Operating Officer 318 - - 118 50 150
Jeffrey H. Donahue, Vice President and
Treasurer 24 - - 24 - -
====== ====== ====== ====== ====== ======
(continued)
IV-6
Schedule II (continued)
-----------
THE ROUSE COMPANY AND SUBSIDIARIES
Amounts Receivable from Related Parties and Underwriters, Promoters and
Employees Other than Related Parties
Years ended December 31, 1993, 1992, and 1991
----
Balance at end
Deductions of year
----------------------- ---------------------
Balance at
beginning of Amounts Amounts
Name of debtor year Additions collected written off Current Not current
-------------- ------------ --------- --------- ----------- ------- -----------
(in thousands)
Year ended December 31, 1992:
----
Officers:
Richard R. Goldberg, Vice President,
Associate General Counsel and
Division Counsel 12 - - 12 - -
Duke S. Kassolis, Vice President and
Director, Office and Commercial
Properties 29 18 - 11 8 28
W. Wallace Lanahan, III, Vice President
and Senior Leasing Manager 13 - - 13 - -
James D. Lano, Vice President, Associate
General Counsel and Division Counsel 12 - - 12 - -
Paul I. Latta, Jr., Vice President,
Eastern Region and Associate
Division Director 23 - - 23 - -
John S. Mastin, Vice President and
Assistant Director, Retail Leasing 23 - - 23 - -
Richard G. McCauley, Senior Vice
President, General Counsel and
Secretary 68 - - 68 - -
Douglas A. McGregor, Executive
Vice President, Development 318 - - 118 50 150
====== ====== ====== ====== ====== ======
(continued)
IV-7
Schedule II (continued)
-----------
THE ROUSE COMPANY AND SUBSIDIARIES
Amounts Receivable from Related Parties and Underwriters, Promoters and
Employees Other than Related Parties
Years ended December 31, 1993, 1992, and 1991
----
Balance at end
Deductions of year
----------------------- ---------------------
Balance at
beginning of Amounts Amounts
Name of debtor year Additions collected written off Current Not current
-------------- ------------ --------- --------- ----------- ------- -----------
(in thousands)
Year ended December 31, 1992:
----
Officers:
John G. McLaughlin, Vice President
and Group Director 25 19 - 5 9 30
Robert Minutoli, Vice President,
Development 132 27 - 40 34 85
Perry C. Page, Vice President 26 - - 26 - -
Robert D. Riedy, Vice President 23 - - 5 5 13
Alton J. Scavo, Vice President and
Associate Director 11 - - 11 - -
Jerome D. Smalley, Vice President,
Development 132 25 - 40 33 84
John W. Steele, III, Vice President,
Associate General Counsel and
Division Counsel 12 - - 12 - -
John J. Szymanski, Vice President and
Director, Taxes and Tax Legislation 12 - - 12 - -
R. Edwards Taylor, Vice President and
Assistant Director, Retail Leasing 23 - - 23 - -
====== ====== ====== ====== ====== ======
(continued)
IV-8
Schedule II (continued)
-----------
THE ROUSE COMPANY AND SUBSIDIARIES
Amounts Receivable from Related Parties and Underwriters, Promoters and
Employees Other than Related Parties
Years ended December 31, 1993, 1992, and 1991
---
Balance at end
Deductions of year
----------------------- ---------------------
Balance at
beginning of Amounts Amounts
Name of debtor year Additions collected written off Current Not current
-------------- ------------ --------- --------- ----------- ------- -----------
(in thousands)
Year ended December 31, 1992:
----
Officers:
Ronald C. Wickwire, Vice President,
Western Region and Associate
Division Director 12 - - 12 - -
Larry M. Wolf, Senior Vice President
and Director, Retail Leasing 68 - - 68 - -
Officer loans less than $100,000 101 45 - 49 22 75
------ ------ ------ ------ ------ ------
$1,780 $ 134 $ - $1,088 $ 211 $ 615
====== ====== ====== ====== ====== ======
Note:
Reference is made to Note 15 to the Consolidated Financial Statements for
additional information concerning these balances.
IV-9
Schedule II (continued)
-----------
THE ROUSE COMPANY AND SUBSIDIARIES
Amounts Receivable from Related Parties and Underwriters, Promoters and
Employees Other than Related Parties
Years ended December 31, 1993, 1992, and 1991
----
Balance at end
Deductions of year
----------------------- ---------------------
Balance at
beginning of Amounts Amounts
Name of debtor year Additions collected written off Current Not current
-------------- ------------ --------- --------- ----------- ------- -----------
(in thousands)
Year ended December 31, 1991:
----
Officers:
Mathias J. DeVito, Chairman of the Board,
President and Chief Executive Officer $ 440 $ - $ - $ 270 $ 170 $ -
Bruce D. Alexander, Senior Vice President,
Development 186 - - 118 68 -
R. Bruce Armiger, Vice President and
Director, Construction and Engineering 45 - - 23 22 -
Laurin B. Askew, Jr., Vice President and
Director, Design 23 - - 11 12 -
R. Harwood Beville, Executive Vice
President, Operations 223 - - 143 80 -
David C. Creighton, Vice President and
Group Director 35 - - 24 11 -
Anthony W. Deering, Executive Vice
President, Finance and Administration
and Chief Financial Officer 436 - - 118 118 200
Jeffrey H. Donahue, Vice President and
Treasurer 47 - - 23 24 -
Frederick O. Evans, Jr., Former Vice
President, Western Region and
Associate Division Director 23 - 12 11 - -
====== ====== ====== ====== ====== ======
(continued)
IV-10
Schedule II (continued)
-----------
THE ROUSE COMPANY AND SUBSIDIARIES
Amounts Receivable from Related Parties and Underwriters, Promoters and
Employees Other than Related Parties
Years ended December 31, 1993, 1992, and 1991
----
Balance at end
Deductions of year
----------------------- ---------------------
Balance at
beginning of Amounts Amounts
Name of debtor year Additions collected written off Current Not current
-------------- ------------ --------- --------- ----------- ------- -----------
(in thousands)
Year ended December 31, 1991:
----
Officers:
Richard R. Goldberg, Vice President,
Associate General Counsel and
Division Counsel 23 - - 11 12 -
W. Wallace Lanahan, III, Vice President
and Senior Leasing Manager 36 - - 23 13 -
James D. Lano, Vice President, Associate
General Counsel and Division Counsel 23 - - 11 12 -
Paul I. Latta, Jr., Vice President Eastern
Region and Associate Division Director 46 - - 23 23 -
John S. Mastin, Vice President and
Assistant Director, Retail Leasing 59 - - 36 23 -
Richard G. McCauley, Senior Vice
President, General Counsel and Secretary 186 - - 118 68 -
Douglas A. McGregor, Executive Vice
President, Development 436 - - 118 118 200
Robert Minutoli, Vice President,
Development 134 32 - 34 40 92
Perry C. Page, Vice President 52 - - 26 26 -
Robert D. Riedy, Vice President - 23 - - 5 18
====== ====== ====== ====== ====== ======
(continued)
IV-11
Schedule II (continued)
-----------
THE ROUSE COMPANY AND SUBSIDIARIES
Amounts Receivable from Related Parties and Underwriters, Promoters and
Employees Other than Related Parties
Years ended December 31, 1993, 1992, and 1991
----
Balance at end
Deductions of year
----------------------- ---------------------
Balance at
beginning of Amounts Amounts
Name of debtor year Additions collected written off Current Not current
-------------- ------------ --------- --------- ----------- ------- -----------
(in thousands)
Year ended December 31, 1991:
----
Officers:
Alton J. Scavo, Vice President and
Associate Director 35 - - 24 11 -
Jerome D. Smalley, Vice President
Development 134 32 - 34 40 92
John W. Steele, III, Vice President,
Associate General Counsel and Division
Counsel 23 - - 11 12 -
John J. Szymanski, Vice President and
Director, Taxes and Tax Legislation 23 - - 11 12 -
R. Edwards Taylor, Vice President and
Assistant Director, Retail Leasing 58 - - 35 23 -
Ronald C. Wickwire, Vice President
Western Region and Associate Division
Director 23 - - 11 12 -
Larry M. Wolf, Senior Vice President
and Director, Retail Leasing 186 - - 118 68 -
George L. Yungmann, Vice President and
Controller 19 - - 19 - -
====== ====== ====== ====== ====== ======
(continued)
IV-12
Schedule II (continued)
-----------
THE ROUSE COMPANY AND SUBSIDIARIES
Amounts Receivable from Related Parties and Underwriters, Promoters and
Employees Other than Related Parties
Years ended December 31, 1993, 1992, and 1991
----
Balance at end
Deductions of year
----------------------- ---------------------
Balance at
beginning of Amounts Amounts
Name of debtor year Additions collected written off Current Not current
-------------- ------------ --------- --------- ----------- ------- -----------
(in thousands)
Year ended December 31, 1991:
----
Officers:
Officer loans less than $100,000 100 111 - 56 65 90
------ ------ ------ ------ ------ ------
$3,054 $ 198 $ 12 $1,460 $1,088 $ 692
====== ====== ====== ====== ====== ======
Note:
Reference is made to Note 15 to the Consolidated Financial Statements for
additional information concerning these balances.
IV-13
Schedule VIII
-------------
THE ROUSE COMPANY AND SUBSIDIARIES
Valuation and Qualifying Accounts
Years ended December 31, 1993, 1992 and 1991
----
Additions
------------------------
Balance at Charged to Charged to Balance at
beginning costs and other end of
Descriptions of year expenses accounts Deductions year
------------ ---------- ---------- ---------- ---------- ----------
(in thousands)
Year ended December 31, 1993:
Allowance for doubtful receivables $23,129 $ 4,741 $ - $ 3,834 /(1)/ $24,036
======= ======= ======= ======= =======
Pre-construction reserve $11,127 $ 2,900 $ - $ 1,205 /(2)/ $12,822
======= ======= ======= ======= =======
Year ended December 31, 1992:
Allowance for doubtful receivables $18,514 $ 6,297 $ - $ 1,682 /(1)/ $23,129
======= ======= ======= ======= =======
Pre-construction reserve $ 7,844 $ 3,050 $ 350 /(4)/ $ 117 /(2)/ $11,127
======= ======= ======= ======= =======
Year ended December 31, 1991:
Allowance for doubtful receivables $21,363 $ 7,345 $ - $10,194 /(1)/ $18,514
======= ======= ======= ======= =======
Pre-construction reserve $12,551 $ 3,983 $ - $ 8,690 /(3)/ $ 7,844
======= ======= ======= ======= =======
Notes:
(1) Balances written off as uncollectible.
(2) Costs of unsuccessful projects written off.
(3) Costs of unsuccessful projects written off
of $6,679 and transfers to property held for
development and sale of $2,011.
(4) Reclassification of pre-construction reserve
related to a project in which the Company
has an equity investment.
IV-14
Schedule IX
-----------
THE ROUSE COMPANY AND SUBSIDIARIES
Short-Term Borrowings
Years ended December 31, 1993, 1992 and 1991
---
Balance at Weighted Maximum amount Average amount Weighted average
Category of aggregate end of average outstanding outstanding interest rate
short-term borrowings year interest rate during the year during the year during the year
- --------------------- ---------- ------------- --------------- --------------- ----------------
(in thousands) (in thousands) (note 2) (note 2)
Year ended December 31, 1993
Unsecured bank loans (note 1) $ -- 0.00% $77,655 $ 5,915 4.25%
======= ===== ======= ======= =====
Year ended December 31, 1992:
Unsecured bank loans $75,071 5.08% $80,000 $71,409 4.25%
======= ===== ======= ======= =====
Year ended December 31, 1991:
Unsecured bank loans $38,144 5.39% $68,344 $55,089 6.36%
======= ===== ======= ======= =====
Notes:
(1) The unsecured bank loans consist of two revolving lines of credit which
provide for maximum borrowings of $20,000,000 and $60,000,000, respectively.
Under the terms of the loan agreement relating to the $20,000,000 line of
credit, advances supported by compensating balances bear interest at 2% for
1993 and 1% for 1992 and 1991 and the remaining outstanding balance bears
interest at a variable rate based on specific market indices. This credit
facility expired in January 1994.
Under the terms of the loan agreement relating to the $60,000,000 facility,
advances bear interest at a variable rate based on specific market indices.
This credit facility expired during 1993.
(2) The average amount outstanding and the weighted average interest rate
during the year were computed based on the average daily outstanding
balances.
(3) Reference is made to note 10 to the consolidated financial statements for
information relating to lines of credit available at December 31, 1993.
IV-15
Schedule X
----------
THE ROUSE COMPANY AND SUBSIDIARIES
Supplementary Income Statement Information
Years ended December 31, 1993, 1992 and 1991
---
Charged to
costs and expenses
---------------------------------
(in thousands)
Item 1993 1992 1991
---- ---- ---- ----
Maintenance and repairs $50,223 $48,030 $44,217
Depreciation of property and equipment 55,508 51,834 49,520
Amortization of deferred costs of projects:
Leasehold acquisition costs 467 544 632
Long-term debt expenses 2,801 3,571 3,173
Pre-operating expenses 1,957 2,465 2,864
Deferred leasing costs 6,582 6,680 6,502
Management contract acquisition costs 2,885 3,069 3,044
Taxes, other than payroll and income taxes:
Franchise and other 1,111 881 957
Property 46,649 43,000 41,327
Advertising costs 6,998 7,125 7,601
There were no royalties paid during any of the three years presented.
IV-16
Schedule XI
-----------
THE ROUSE COMPANY AND SUBSIDIARIES
Real Estate and Accumulated Depreciation (note 1)
December 31, 1993
Cost capitalized
Initial cost to subsequent to Gross amount at which carried
Company acquisition at December 31, 1993
---------------- --------------------- ---------------------------------
Buildings
Buildings and
Encum- and Carrying Improve-
brances Improve- Improve- costs ments
Description (note 4) Land ments ments (note 2) Land (note 3) Total
- ----------- -------- ---- --------- -------- -------- ---- --------- -----
(in thousands)
Operating Properties:
South Street Seaport
Retail Center
New York, New York $ 89,500 $ - $ - $ 142,010 $ - $ - $ 142,010 $ 142,010
Other operating properties
and related investments,
each less than 5% of total 1,793,933 155,580 - 2,523,713 - 155,580 2,523,713 2,679,293
---------- -------- ---- ---------- ----- -------- ---------- ----------
Total operating
properties 1,883,433 155,580 - 2,665,723 - 155,580 2,665,723 2,821,303
---------- -------- ---- ---------- ----- -------- ---------- ----------
Life on
which
Accumu- depre-
lated ciation
depre- Date of in latest
ciation comple- income
and tion of state-
amorti- construc- Date ment is
Description zation tion acquired computed
- ----------- ------- --------- -------- ---------
Operating Properties:
South Street Seaport
Retail Center
New York, New York $ 17,794 7/83 N/A Note 8
Other operating properties
and related investments,
each less than 5% of total 411,276 Various Various Note 8
--------
Total operating
properties 429,070
--------
IV-17
Schedule XI, continued
----------------------
THE ROUSE COMPANY AND SUBSIDIARIES
Real Estate and Accumulated Depreciation (note 1)
December 31, 1993
Cost capitalized
Initial cost to subsequent to Gross amount at which carried
Company acquisition at December 31, 1993
--------------------- -------------------- -----------------------------------
Buildings
Buildings and
Encum- and Carrying Improve-
brances Improve- Improve- costs ments
Description (note 4) Land ments ments (note 2) Land (note 3) Total
- ----------- -------- ---- --------- -------- --------- ---- --------- -----
(in thousands)
Properties in Development:
Construction and
development in
progress individually
less than 5% of total 40,358 12,521 - 38,893 - 12,521 38,893 51,414
Pre-construction costs - - - 18,473 - - 18,473 18,473
Pre-construction reserve - - - (12,822) - - (12,822) (12,822)
---------- -------- ---------- -------- ------ ------- --------- -------
Total Properties
in Development 40,358 12,521 - 44,544 - 12,521 44,544 57,065
---------- -------- ---------- -------- ------ ------- --------- -------
Properties held for
development and
sale - 131,827 - - - 131,827 - 131,827
---------- -------- ---------- ---------- ------- -------- --------- ----------
Total $1,923,791 $299,928 $ - $2,710,267 $ - $299,928 $2,710,267 $3,010,195
========== ======== ========== ========== ======= ======== ========== ==========
Life on
which
Accumu- depre-
lated ciation
depre- Date of in latest
ciation comple- income
and tion of state-
amorti- construc- Date ment is
zation tion acquired computed
------- --------- --------- ----------
Description
- -----------
Properties in Development:
Construction and
development in
progress individually
less than 5% of total - N/A N/A N/A
Pre-construction costs - N/A N/A N/A
Pre-construction reserve - N/A N/A N/A
--------
Total Properties
in Development -
--------
Properties held for
development and
sale - N/A Various N/A
--------
Total $429,070
========
IV-18
Schedule XI, continued
----------------------
THE ROUSE COMPANY AND SUBSIDIARIES
Real Estate and Accumulated Depreciation (note 1)
December 31, 1993
Notes:
(1) Reference is made to notes 2, 3, 4, 5, 6, 10, 13 and 16 to the consolidated
financial statements. Land was generally acquired one to three years
before completion of construction.
(2) The determination of these amounts is not practicable and, accordingly,
they are included in improvements.
(3) Buildings and improvements include deferred costs of $122,762,000 at
December 31, 1993.
(4) Encumbrances on office buildings are included in operating property
encumbrances.
(5) The changes in total cost of properties for the years ended December 31,
1993, 1992 and 1991 are as follows (in thousands):
1993 1992 1991
---------- ---------- ----------
Balance at beginning of year $2,827,379 $2,718,536 $2,616,476
Additions, at cost 88,973 107,305 127,552
Cost of properties acquired 106,048 36,761 34,411
Additions to properties held for
development and sale 21,388 19,793 18,724
Cost of land sales (16,270) (12,953) (9,283)
Retirements, sales and other
dispositions (21,307) (40,382) (69,280)
Additions to pre-construction
reserve (2,900) (3,050) (3,983)
Net increase in receivables under
finance leases 8,061 44 1,440
Investments in unconsolidated real
estate ventures, net 4,255 1,325 2,479
Provision for loss on investment in
an operating property (5,432) - -
---------- ---------- ----------
Balance at end of year $3,010,195 $2,827,379 $2,718,536
========== ========== ==========
(continued)
IV-19
Schedule XI, continued
----------------------
THE ROUSE COMPANY AND SUBSIDIARIES
Real Estate and Accumulated Depreciation (note 1)
December 31, 1993
Notes, continued:
(6) The changes in accumulated depreciation and amortization for the years
ended December 31, 1992, 1991 and 1990 are as follows (in thousands):
1993 1992 1991
-------- -------- --------
Balance at beginning of year $375,903 $331,312 $287,365
Depreciation and amortization charged to
operations 70,200 68,163 65,283
Retirements, sales and other, net (17,033) (23,572) (21,336)
-------- -------- --------
Balance at end of year $429,070 $375,903 $331,312
======== ======== ========
(7) The aggregate cost of properties for Federal income tax purposes is
approximately $2,764,666,000 at December 31, 1993.
(8) Reference is made to note 2(c) to the consolidated financial statements for
information related to depreciation.
IV-20
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) 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.
Principal Executive Officers:
/s/Mathias J. DeVito
--------------------------------------
Mathias J. DeVito March 31, 1994
Chairman of the Board and Chief
Executive Officer
/s/Anthony W. Deering
-------------------------------------
Anthony W. Deering March 31, 1994
President and Chief Operating Officer
Principal Financial Officer:
/s/Jeffrey H. Donahue
-------------------------------------
Jeffrey H. Donahue March 31, 1994
Senior Vice President and
Chief Financial Officer
Principal Accounting Officer:
/s/George L. Yungmann
-------------------------------------
George L. Yungmann March 31, 1994
Senior Vice-President and Controller
Board of Directors:
David H. Benson, Jeremiah E. Casey, Anthony W. Deering, Rohit M. Desai,
Mathias J. DeVito, Juanita T. James, Hanne M. Merriman, Thomas J. McHugh, Roger
W. Schipke and Alexander B. Trowbridge.
By: /s/Mathias J. DeVito
--------------------------------
Mathias J. DeVito March 31, 1994
For Himself and as
Attorney-in-fact
IV-21
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
The Board of Directors
The Rouse Company:
We consent to the incorporation by reference in the Registration Statements of
The Rouse Company on Form S-8 (Registration No. 2-83612) and Form S-3
(Registration Nos. 2-78898, 2-95596, 33-52458, 33-56646 and 33-57584) of our
report dated February 23, 1994, relating to the consolidated financial
statements and related schedules of The Rouse Company and subsidiaries as of
December 31, 1993 and 1992 and for each of the years in the three-year period
ended December 31, 1993, which report appears in the Annual Report on Form 10-K
of The Rouse Company for the year ended December 31, 1993.
KPMG PEAT MARWICK
Baltimore, Maryland
March 31, 1994
IV-22
CONSENT OF INDEPENDENT REAL ESTATE CONSULTANTS
----------------------------------------------
The Board of Directors
The Rouse Company:
We consent to the incorporation by reference in the Registration
Statements of The Rouse Company (the "Company") on Form S-8 (Registration
No. 2-83612) and Form S-3 (Registration Nos. 2-78898, 2-95596, 33-52458, 33-
56646 and 33-57584) of our report dated February 23, 1994 on our concurrence
with the Company's estimates of the total current 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, 1993 and 1992, which report appears in the 1993
Annual Report to Shareholders which 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.
Deborah A. Jackson
Senior Vice President
Director of Retail Valuation
New York, New York
March 31, 1994
IV-23
Exhibit Index
Exhibit No.
- -----------
3 Articles of Incorporation and Bylaws
10 Material Contracts
11 Statement re computation of per share earnings
13 Annual report to security holders
22 Subsidiaries of the Registrant
24 Power of Attorney
28 Additional Exhibits:
Form 11-K Annual Report of The Rouse Company
Savings Plan for the year ended December 31, 1993