-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A8BPCgZ+f5hCgALWc3QO1s6FFQyE/Tkhrw8s1u08tkrtnRnSdUbwRpHLUrxL2BBo EdYI621fsg8Grp7UHUURwg== 0000950123-95-003400.txt : 19951120 0000950123-95-003400.hdr.sgml : 19951120 ACCESSION NUMBER: 0000950123-95-003400 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951115 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ROUSE COMPANY CENTRAL INDEX KEY: 0000085388 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 520735512 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10594 FILM NUMBER: 95593842 BUSINESS ADDRESS: STREET 1: 10275 LITTLE PATUXENT PKWY CITY: COLUMBIA STATE: MD ZIP: 21044-3456 BUSINESS PHONE: 4109926000 MAIL ADDRESS: STREET 1: 10275 LITTLE PATUXENT PARKWAY CITY: COLUMBIA STATE: MD ZIP: 21044 FORMER COMPANY: FORMER CONFORMED NAME: COMMUNITY RESEARCH & DEVELOPMENT INC DATE OF NAME CHANGE: 19660913 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALGELEMEEN BURGERLIJK PENSIOENFONDS CENTRAL INDEX KEY: 0000918308 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: OUDE LINDESTRAAT 70 STREET 2: POSTBUS 6401 CITY: DL HEERLEN STATE: NY ZIP: 00000 BUSINESS PHONE: 0113145798022 MAIL ADDRESS: STREET 1: SHEARMAN & STERLING STREET 2: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. 1 THE ROUSE COMPANY ------------------------------------------ (Name of issuer) Common Stock, Par Value $.01 Per Share ------------------------------------------ (Title of class of securities) 7792731 ------- (CUSIP Number) Cornelius J. Dwyer, Jr. Shearman & Sterling 599 Lexington Avenue New York, New York 10022 Telephone: (212) 848-7019 --------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) November 8, 1995 ------------------------------------------------------- (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages) (Page 1 of 6 Pages) 2 SCHEDULE 13D CUSIP No. 7792731 Page 2 of 6 Pages 1 NAME OF REPORTING PERSON Algemeen Burgerlijk Pensioenfonds S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION The Kingdom of the Netherlands NUMBER OF 7 SOLE VOTING POWER 4,195,800 SHARES BENEFICIALLY 8 SHARED VOTING POWER ----- OWNED BY EACH 9 SOLE DISPOSITIVE POWER 4,331,200 REPORTING PERSON 10 SHARED DISPOSITIVE POWER ----- WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,331,200 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.04 14 TYPE OF REPORTING PERSON* EP
(Page 2 of 6 Pages) 3 This Amendment No. 1 amends and supplements the Statement on Schedule 13D, filed with the Securities and Exchange Commission on September 25, 1995 (the "Schedule 13D"), by Algemeen Burgerlijk Pensioenfonds, an entity established under the laws of the Kingdom of the Netherlands, with respect to the shares of Common Stock, par value $.01 per share (the "Common Stock"), of the Rouse Company, a Maryland corporation (the "Issuer"). Unless otherwise indicated, all capitalized terms used but not defined herein shall have the meanings assigned to them in the Schedule 13D. On November 8, 1995, the Fund acquired 916,600 shares of Common Stock (the "Additional Shares") on the open market for an aggregate purchase price of $19,706,900, requiring the Fund to file this Amendment No. 1. Item 3. Source and Amount of Funds or Other Consideration. Item 3 of the Schedule 13D is hereby amended and supplemented as follows: The funds for the purchase of the Additional Shares by the Fund were supplied from Dutch public sector pensioners' contributions to the Fund. Item 4. Purpose of Transaction. Item 4 of the Schedule 13D is hereby amended and supplemented as follows: The Fund has acquired the Additional Shares for the purpose of making an investment in the Issuer and not with the intention of acquiring control of the Issuer's business. The Fund and the Issuer are exploring the possibility of the Fund's acquiring additional Common Stock in the open market or in a privately negotiated transaction with the Issuer. No assurance can be given regarding whether, when, or on what terms any such acquisition or acquisitions might be effected. In any event, the Fund may determine not to proceed with any acquisition at any time. In addition, the Fund from time to time intends to review its investment in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's securities in particular, as well as other developments and other investment opportunities. Based on such review, the Fund will take such actions in the future as the Fund may deem appropriate in light of the circumstances existing from time to time. If the Fund believes that further investment in the Issuer is attractive, whether because of the market price of the Issuer's securities or otherwise, it may acquire shares of Common Stock or other securities of the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, the Fund may determine to dispose of some or all of the Common Stock currently owned by the (Page 3 of 6 Pages) 4 Fund or otherwise acquired by the Fund either in the open market or in privately negotiated transactions. Except as set forth above, the Fund has not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present board of directors or management of the Issuer, (e) any material change in the Issuer's capitalization or dividend policy, (f) any other material change in the Issuer's business or corporate structure, (g) any change in the Issuer's charter or bylaws or other instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, (h) causing a class of the Issuer's securities to be deregistered or delisted, (i) a class of equity securities of the Issuer becoming eligible for termination of registration or (j) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. Item 5 of the Schedule 13D is hereby amended and supplemented as follows: (a)-(b) As of the date hereof, the Fund beneficially owns 4,331,200 shares of Common Stock. Based upon information provided by the Issuer to the Fund on November 15, 1995, such shares constitute approximately 9.04% of the outstanding shares of Common Stock. The Fund has the sole power (i) to vote and to dispose of 4,195,800 of such shares and (ii) to dispose of 135,400 of such shares which are held by the Fund in two separate securities accounts with ABN AMRO BANK N.V. managed by Cohen & Steers Capital Management Inc., and ABKB/LaSalle Securities, respectively. To the knowledge of the Fund, no shares of Common Stock are beneficially owned by any director or executive officer listed under Item 2 above. (c) Except as described in the Schedule 13D and as described herein, no transactions in the Common Stock were effected during the past 60 days other than the following open market purchases: (Page 4 of 6 Pages) 5
DATE OF NUMBER OF PRICE PURCHASE SHARES PURCHASED PER SHARE - -------- ---------------- --------- 11/14/95 8,900 21.6250 11/14/95 8,300 21.6250 11/13/95 12,000 21.6250 11/13/95 48,700 21.6250 11/10/95 24,500 21.7500 11/10/95 21,800 21.6250 11/9/95 25,500 21.7500 11/8/95 16,600 21.5000 11/8/95 900,000 21.5000 11/7/95 20,000 21.6250 11/7/95 65,000 21.6250 11/6/95 40,000 21.5000 11/6/95 35,000 21.5000 11/3/95 5,000 21.5000 11/2/95 3,000 21.5000 11/1/95 60,000 21.5000 11/1/95 28,000 21.4241 11/1/95 10,000 21.5000 10/31/95 10,000 21.5000 10/25/95 95,000 21.5000 10/29/95 3,000 21.5000 10/23/95 45,000 21.7500 10/20/95 60,000 21.7500 10/18/95 5,000 21.7500 10/17/95 15,000 21.7500 10/16/95 40,000 21.7500 10/13/95 35,000 21.7500 10/11/95 50,000 21.7500 10/10/95 10,000 21.7500 10/4/95 15,000 21.6250 9/27/95 18,000 21.7500 9/26/95 10,000 21.7500 9/22/95 2,500 21.6875
(d) To the knowledge of the Fund, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock beneficially owned by the Fund. (e) Not applicable. (Page 5 of 6 Pages) 6 Signature After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and correct. Dated: November 15, 1995 ALGEMEEN BURGERLIJK PENSIOENFONDS By /s/ Wim Borgdorff ------------------------------- Name: Wim Borgdorff Title: Executive Managing Director of the Real Estate Division (Page 6 of 6 Pages) -----END PRIVACY-ENHANCED MESSAGE-----