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, affiliates and "Non-REIT Subsidiaries" (as defined below), is engaged or has a material financial interest 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 two hotels, and the management of one retail center in Canada, and (ii) the development and sale of land in Maryland, and Las Vegas, Nevada for residential, commercial and industrial uses.
DEVELOPMENTS IN 1997
Election to be Taxed as a Real Estate Investment Trust and Related Matters
In December 1997, the Company determined that it would elect to be taxed as a real estate investment trust (REIT) effective January 1, 1998. On December 31, 1997, The Rouse Company Incentive Compensation Statutory Trust (the "Trust"), an entity which is neither owned nor controlled by the Company, acquired 91% of the voting common stock of certain subsidiary companies for an aggregate consideration of $1,400,000. The Company retained the remaining voting stock of the companies ("Non-REIT Subsidiaries") and holds shares of nonvoting common and/or preferred stock and, in certain cases, mortgage loans receivable from the Non-REIT Subsidiaries which, taken together, comprise substantially all (at least 98%) of the financial interest in them.
As a result of its disposition of the majority voting interest in the Non- REIT Subsidiaries, the Company began accounting for its investment in them using the equity method effective December 31, 1997. Due to its continuing financial interest in the Non-REIT Subsidiaries, the Company recognized no gain for financial reporting purposes on the sales of stock and the Non- REIT Subsidiaries did not adjust the cost basis of their assets and liabilities.
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Item 1. Business, continued.
The Company believes that it met the qualifications for REIT status as of December 31, 1997, and it intends to continue to meet the qualifications in the future and to distribute at least 100% of its REIT taxable income (determined by taking into account any net operating loss deduction) to stockholders in 1998 and subsequent years. Accordingly, management does not believe that the Company will be liable for payment of income taxes (except, possibly, in certain states) in those periods. The Company also intends to elect to be subject to the "built-in gain" rules under which taxes may be payable at the time and to the extent the net unrealized gains on its assets at the date of conversion to REIT status are recognized in taxable dispositions of such assets in the ten year period following conversion. Due to the availability of the Company's net operating loss carryforward (which was approximately $281,000,000 at December 31, 1997) to offset any built-in gains which might be recognized, the potential for making nontaxable dispositions, if necessary (e.g., like-kind exchanges of properties), and the intent and ability of the Company to defer asset dispositions to periods when related gains will not be subject to built-in gains taxes, management does not believe that the Company will be liable for payment of taxes on built-in gains during the ten year period. Based on these considerations, management does not believe that the Company will be liable for income taxes at the Federal level or in most states in which it operates in future years. Accordingly, the Company eliminated substantially all ($158,433,000) of the deferred tax assets and liabilities it had recorded at December 31, 1997.
A summary of the principal assets and operations of the Non-REIT Subsidiaries involved in the subject transactions is as follows:
a) Ownership and management of 14 office and industrial buildings, 10 community retail centers, a hotel and a major regional retail center located in Columbia, Maryland.
b) Ownership and development of approximately 1,600 acres of saleable land for residential and commercial uses in and around Columbia, Maryland, a master planned community.
c) Ownership and development of approximately 10,400 acres of saleable land for residential and commercial uses primarily in Summerlin, Nevada, a master planned community, and Las Vegas, Nevada.
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Item 1. Business, continued.
d) Ownership of management contracts for approximately 28 retail centers and 71 office buildings.
e) Ownership interests in various other operating property and land partnerships.
Item 1(b). Financial Information About Industry Segments.
Information required by Item 1(b) is incorporated herein by reference to note 10 of the notes to consolidated financial statements included in the 1997 Annual Report to Shareholders.
As noted in Item 1(a), the Company is a real estate company engaged, through its subsidiaries, affiliates and having a material financial interest, through its Non-REIT Subsidiaries, 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 development. These business segments are further described below.
Item 1(c). Narrative Description of Business.
Operating Properties: --------------------
As set forth in Item 2, at December 31, 1997, the 52 regional retail centers owned, in whole or in part, or operated by subsidiaries or affiliates of the Company or by Non-REIT Subsidiaries, aggregated 40,478,000 square feet, including 23,472,000 square feet owned by or leased to department stores. 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 store fronts, and maintaining the building and common areas.
In conjunction with other partners or investors, the Company, through its subsidiaries and affiliates, acquires interests in completed retail centers, with the Company (or, beginning December 31, 1997, Non-REIT Subsidiaries) having management responsibility and earning incentive fees including, in some instances, equity interests in the centers. Affiliates of the Company (or, beginning December 31, 1997, Non-REIT Subsidiaries) also provide management
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Item 1. Business, continued.
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, 1997, Non-REIT Subsidiaries of the Company managed 14 such centers, which are included in the figures in the preceding paragraph and aggregated 10,586,000 square feet of leasable space, 5,779,000 square feet of which was department store space.
The Howard Research And Development Corporation ("HRD", a Non-REIT Subsidiary of the Company) and its subsidiaries own and/or manage 14 office and industrial buildings with 2,323,000 square feet of leasable space, 10 community retail centers with 962,000 square feet of leasable space, The Mall in Columbia (which is included in the second preceding paragraph) and other properties and additional commercial space, including the 289-room Columbia Inn in Columbia, Maryland. Howard Hughes Properties, Limited Partnership ("HHPLP", a majority owned affiliate of the Company) and its subsidiaries and affiliates own and/or manage 59 office and industrial buildings with 3,486,000 square feet of leasable space and other properties in and around Las Vegas, Nevada and Los Angeles, California.
Other subsidiaries of the Company own and operate 5 mixed-use projects with a total of 691,000 square feet of leasable retail space and 1,858,000 square feet of leasable office space. Other subsidiaries of the Company own, in whole or in part, 6 office buildings with total of 946,000 square feet of leasable office space. The Company also has a 5% interest in Rouse-Teachers Properties, Inc., which owns 29 office and industrial buildings with 4,601,000 square feet of space and 300 acres of land. A Non-REIT Subsidiary 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, through its subsidiaries, affiliates and Non-REIT Subsidiaries renovates and expands existing retail centers and develops suburban and downtown retail centers, mixed-use projects and master-planned business parks, 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, mixed-use projects and master-planned business parks include: initial market and consumer research, evaluating and acquiring land sites, obtaining necessary public approvals, engaging architectural and engineering
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Item 1. Business, continued
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, mixed-use projects and master-planned business parks.
The Company and certain subsidiaries, affiliates and Non-REIT Subsidiaries are in the construction or development stage of announced projects, primarily the construction of a new retail center in Orlando, Florida, expansions of existing retail centers, expansions of existing mixed-use projects and expansions of existing master-planned business parks in Las Vegas, Nevada.
Land Sales: ----------
HRD, which became a Non-REIT Subsidiary on December 31, 1997, is the developing entity of Columbia, Maryland, which is located in the Baltimore- Washington corridor. HRD owns approximately 2,000 developable acres (1,600 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 Hughes Corporation and Howard Hughes Properties, Inc. (collectively "Hughes", which became Non-REIT Subsidiaries of the Company on December 31, 1997) and their subsidiaries and affiliates are the developing entities of Summerlin, Nevada, which is located immediately north and west of Las Vegas, Nevada. Hughes owns approximately 15,500 developable acres (10,400 saleable acres) of land in Summerlin, and develops and sells this land to builders and other developers for residential and commercial uses. Other affiliates or subsidiaries of the Company may also purchase some of this land for their own development purposes. Non-REIT Subsidiaries of the Company, directly or through affiliates, are also presently involved in community development and related land sales elsewhere in Maryland, and are developing or holding for sale parcels of land elsewhere in Nevada and California.
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 and its subsidiaries, affiliates and Non-REIT Subsidiaries, operate 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.
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Item 1. Business, continued.
The Company's affiliates and Non-REIT Subsidiaries also face competition in and around Columbia, Maryland and Las Vegas, Nevada 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 statues 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 operating results or competitive position of the Company in the past; the Company anticipates that they will have no material adverse effect on its future operating results 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, its subsidiaries and affiliates and Non-REIT Subsidiaries employ 4,040 full-time and part-time employees at December 31, 1997.
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Item 2.
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 in pages 62 through 65 of Exhibit 13 to this Form 10-K. The ownership of virtually all properties is subject to mortgage financing. The table of projects includes properties managed by Non-REIT Subsidiaries of the Company for a fee as identified in notes (c) and (d) to the table. Excluding such managed properties, 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 leases are exercised. The properties subject to such leases in whole or part (including properties owned by Non-REIT Subsidiaries) are as follows
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Item 2. Properties, continued.
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Item 3.
Item 3. Legal Proceedings.
None.
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Item 4.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
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The executive officers of the Company as of March 27, 1998 are:
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Executive Officers of the Registrant.
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Executive Officers of the Registrant.
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, except with respect to John L. Goolsby. See Exhibit 10 to this Form 10-K.
None of the above-listed officers has any family relationship with any director or other executive officer.
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Part II -------
Item 5.
Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters.
Information required by Item 5 is incorporated herein by reference to page 49 of Exhibit 13.
Item 6.
Item 6. Selected Financial Data. Information required by Item 6 is incorporated by reference to page 48 of Exhibit 13.
Item 7.
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 50 through 57 of Exhibit 13.
Item 8.
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 49 of Exhibit 13.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
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Part III --------
The information required by Items 10, 11, 12 and 13 (except that information regarding executive officers called for by Item 10
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.
(b) Reports on Form 8-K:
None.
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The Rouse Company
Index to Financial Statements and Schedules
Page ----
Independent Auditors' Report IV-3
Financial Statements: The Rouse Company and Subsidiaries included on pages 23 through 47 of Exhibit 13 incorporated herein by reference: Consolidated Balance Sheets at December 31, 1997 and 1996 Consolidated Statements of Operations for the Years Ended December 31, 1997, 1996 and 1995 Consolidated Statements of Changes in Shareholders' Equity for the Years Ended December 31, 1997, 1996 and 1995 Consolidated Statements of Cash Flows for the Years Ended December 31, 1997, 1996 and 1995 Notes to consolidated Financial Statements
Schedules:
The Rouse Company and Subsidiaries as of December 31, 1997 or for the years ended December 31, 1997, 1996 and 1995:
Schedule II Valuation and Qualifying Accounts IV-4 Schedule III Real Estate and Accumulated Depreciation IV-5
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.
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INDEPENDENT AUDITORS' REPORT ----------------------------
The Board of Directors and Shareholders The Rouse Company:
We have audited the consolidated financial statements and the related financial statement schedules of The Rouse Company and subsidiaries as listed in the accompanying 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 financial statements referred to above present fairly, in all material respects, the financial position of The Rouse Company and subsidiaries as of December 31, 1997 and 1996, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 1997, in conformity with generally accepted accounting principles. Also in our opinion, the related financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.
KPMG PEAT MARWICK LLP
Baltimore, Maryland February 24, 1998
IV-3
Schedule II -----------
THE ROUSE COMPANY AND SUBSIDIARIES
Valuation and Qualifying Accounts Years ended December 31, 1997, 1996 and 1995
Notes: (1) Balances written off as uncollectible. (2) Allowance related to properties sold or transferred to operating properties. (3) Costs of unsuccessful projects written off.
IV-4
Schedule III ------------ THE ROUSE COMPANY AND SUBSIDIARIES Real Estate and Accumulated Depreciation (note 1)
December 31, 1997
Schedule III continued ----------------------
THE ROUSE COMPANY AND SUBSIDIARIES Real Estate and Accumulated Depreciation (note 1)
December 31, 1997
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Schedule III continued ----------------------
THE ROUSE COMPANY AND SUBSIDIARIES Real Estate and Accumulated Depreciation (note 1)
December 31, 1997
IV-7
Schedule III continued ----------------------
THE ROUSE COMPANY AND SUBSIDIARIES Real Estate and Accumulated Depreciation (note 1)
December 31, 1997
IV-8
Schedule III continued ----------------------
THE ROUSE COMPANY AND SUBSIDIARIES Real Estate and Accumulated Depreciation (note 1)
December 31, 1997
IV-9
Schedule III continued ----------------------
THE ROUSE COMPANY AND SUBSIDIARIES Real Estate and Accumulated Depreciation (note 1)
December 31, 1997
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Schedule III continued ----------------------
THE ROUSE COMPANY AND SUBSIDIARIES Real Estate and Accumulated Depreciation (note 1)
December 31, 1997
IV-II
Schedule III continued ----------------------
THE ROUSE COMPANY AND SUBSIDIARIES Real Estate and Accumulated Depreciation (note 1)
December 31, 1997
IV-12
Schedule III continued ----------------------
THE ROUSE COMPANY AND SUBSIDIARIES Real Estate and Accumulated Depreciation (note 1)
December 31, 1997
IV-13
Schedule III continued ----------------------
THE ROUSE COMPANY AND SUBSIDIARIES Real Estate and Accumulated Depreciation (note 1)
December 31, 1997
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Schedule III continued ---------------------- THE ROUSE COMPANY AND SUBSIDIARIES Real Estate and Accumulated Depreciation (note 1)
December 31, 1997
IV-15
Schedule III continued ----------------------
THE ROUSE COMPANY AND SUBSIDIARIES Real Estate and Accumulated Depreciation (note 1)
December 31, 1997
IV-16
Schedule III continued ----------------------
THE ROUSE COMPANY AND SUBSIDIARIES Real Estate and Accumulated Depreciation (note 1)
December 31, 1997
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Schedule III continued ---------------------- THE ROUSE COMPANY AND SUBSIDIARIES Real Estate and Accumulated Depreciation (note 1) December 31, 1997
Notes:
(1) Reference is made to notes 1, 2, 3, 4, 8, 11, 12 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 $111,455,000 at December 31, 1997.
(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, 1997, 1996 and 1995 are as follows (in thousands):
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Schedule III continued ---------------------- THE ROUSE COMPANY AND SUBSIDIARIES Real Estate and Accumulated Depreciation (note 1) December 31, 1997
Notes:
(6) The changes in accumulated depreciation and amortization for the years ended December 31, 1997, 1996 and 1995 are as follows (in thousands):
(7) The aggregate cost of properties for Federal income tax purposes is approximately $3,437,074,000 at December 31, 1997.
(8) Reference is made to note 1(c) to the consolidated financial statements for information related to depreciation.
(9) Reference is made to note 12 to the consolidated financial statements for information related to provisions for losses on real estate assets.
(10) Certain amounts for prior years have been reclassified to conform to the presentation for 1997.
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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.
The Rouse Company
By: /s/Anthony W. Deering ---------------------- Anthony W. Deering March 27, 1998 Chairman of the Board, President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Principal Executive Officer:
/s/Anthony W. Deering ---------------------- Anthony W. Deering March 27, 1998 Chairman of the Board, President and Chief Executive Officer
Principal Financial Officer:
/s/Jeffrey H. Donahue ----------------------- Jeffrey H. Donahue March 27, 1998 Senior Vice President and Chief Financial Officer
Principal Accounting Officer:
/s/George L. Yungmann ----------------------- George L. Yungmann March 27, 1998 Senior Vice President and Controller
IV-20
Board of Directors:
David H. Benson, Jeremiah E. Casey, Anthony W. Deering, Rohit M. Desai, Mathias J. DeVito, Juanita T. James, William R. Lummis, Thomas J. McHugh, Hanne M. Merriman, Roger W. Schipke, Alexander B. Trowbridge and Gerard J. M. Vlak.
By: /s/Anthony W. Deering ----------------------- Anthony W. Deering March 27, 1998 For himself and as Attorney-in-fact for the above-named persons
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 Nos. 2-83612, 33-56231, 33- 56233, 33-56235 and 333-32277), Form S-3 (Registration Nos. 2-78898, 2-95596, 33-52458, 33-57347, 33-57707 and 333-20781) and Form S-4 (Registration No. 333-1693) of our report dated February 24, 1998, relating to the consolidated financial statements and related schedules of The Rouse Company and subsidiaries as of December 31, 1997 and 1996 and for each of the years in the three-year period ended December 31, 1997, which report appears in the Annual Report on Form 10-K of The Rouse Company for the year ended December 31, 1997.
KPMG PEAT MARWICK LLP
Baltimore, Maryland March 27, 1998
IV-22
Exhibit Index
Exhibit No. - -----------
3 Articles of Incorporation and Bylaws
10 Material Contracts
12.1 Ratio of earnings to fixed charges
12.2 Ratio of earnings to combined fixed charges and Preferred stock dividend requirements
13 Annual report to security holders
21 Subsidiaries of the Registrant
24 Power of Attorney
27 Financial Data Schedules:
27.1 Financial Data Schedule
27.2 Restated Financial Data Schedule, December 31, 1996
27.3 Restated Financial Data Schedule, December 31, 1995
99 Additional Exhibits:
99.1 Form 11-K Annual Report of The Rouse Company Savings Plan for the year ended December 31, 1997
99.2 Factors affecting future operating results
Exhibit 3. Articles of Incorporation and Bylaws.
The Amendments to the Articles of Incorporation of The Rouse Company adopted May 26, 1988 and the Amended and Restated Articles of Incorporation of The Rouse Company, dated May 27, 1988, are incorporated by reference from the Exhibits to the Company's Form 10-K Annual Report for the fiscal year ended December 31, 1988.
The Articles of Amendment to the Amended and Restated Articles of Incorporation of The Rouse Company, which Articles of Amendment were effective January 10, 1991, are incorporated by reference from the Exhibits to the Company's Form 10-K Annual Report for the fiscal year ended December 31, 1990.
The Articles Supplementary to the Charter of The Rouse Company, dated February 17, 1993, are incorporated by reference from the Exhibits to the Company's Form 10-K Annual Report for the fiscal year ended December 31, 1992.
The Articles Supplementary to the Charter of The Rouse Company, dated September 26, 1994, are incorporated by reference from the Exhibits to the Company's S-3 Registration Statement (No. 33-57707).
The Articles Supplementary to the Charter of The Rouse Company, dated December 27, 1994, are incorporated by reference from the Exhibits to the Company's S-3 Registration Statement (No. 33-57707).
The Articles Supplementary to the Charter of The Rouse Company, dated June 5, 1996, are incorporated by reference from the Exhibits to the Company's S-3 Registration Statement (No. 333-20781).
The Articles Supplementary to the Charter of The Rouse Company, dated June 11, 1996, are incorporated by reference from the Exhibits to the Company's Form S-3 Registration Statement (No. 333-20781).
The Articles Supplementary to the Charter of The Rouse Company, dated February 21, 1997, are incorporated by reference from the Exhibit to the Company's Current Report on Form 8-K, dated February 26, 1997.
The Bylaws of The Rouse Company, as amended November 19, 1996 and January 30, 1997, are incorporated by reference from the Exhibits to the Company's Form S-3 Registration Statement (No. 333-20781).
All documents referred to above may be found in Commission file number 0-1743.
Exhibit 10. Material Contracts.
The Company's 1985 Stock Option Plan and 1985 Stock Bonus Plan are incorporated by reference from the Company's definitive proxy statement filed pursuant to Regulation 14A on April 27, 1985, and the Amendment to The Rouse Company 1985 Stock Option Plan, effective as of May 12, 1994 is incorporated by reference from the Company's Form 10-K Annual Report for the fiscal year ended December 31, 1994.
The Company's 1990 Stock Option Plan and 1990 Stock Bonus Plan are incorporated by reference from the Company's definitive proxy statement filed pursuant to Regulation 14A on April 12, 1990, and the Amendment to The Rouse Company 1990 Stock Option Plan, effective as of May 12, 1994, is incorporated by reference from the Company's Form 10-K Annual Report for the fiscal year ended December 31, 1994.
The Company's 1994 Stock Incentive Plan is incorporated by reference from the Company's definitive proxy statement filed pursuant to Regulation 14A on April 5, 1994.
The Amended and Restated Supplemental Retirement Benefit Plan of The Rouse Company, made as of January 1, 1985 and further amended and restated as of September 24, 1992, March 4, 1994, and May 10, 1995, is incorporated by reference from the Company's Form 10-K Annual Report for the fiscal year ended December 31, 1996.
The Contingent Stock Agreement, effective as of January 1, 1996, by the Company in favor of and for the benefit of the Holders and Representatives named therein is incorporated by reference from the Exhibits to the Company's Form S-4 Registration Statement (No. 333-1693).
The Rouse Company Deferred Compensation Plan for Outside Directors (Amended and Restated), dated as of May 23, 1996, is incorporated by reference from the Company's Form 10-K Annual Report for the fiscal year ended December 31, 1996.
The memorandum of agreement, dated December 19, 1996, between the Company and Mathias J. DeVito, then Chairman of the Board of the Company, is incorporated by reference from the Company's Form 10-K Annual Report for the fiscal year ended December 31, 1996.
The employment agreement, dated May 1, 1996, between John L. Goolsby, The Rouse Company and TRC Acquisition Company I is attached.
The Company's 1997 Stock Incentive Plan is incorporated by reference from the Company's definitive proxy statement filed pursuant to Regulation 14A on April 4, 1997.
The Rouse Company Special Option Plan, effective January 1, 1998, is attached.
All documents referred to above may be found in Commission file number 0-1743.