Exhibit 1.2
EXECUTION COPY
PRICING AGREEMENT
-----------------
March 10, 2004
J.P. Morgan Securities Inc.
Banc of America Securities LLC
UBS Securities LLC
As Representatives of the several
Underwriters named in Schedule I hereto
Ladies and Gentlemen:
The Rouse
Company, a Maryland corporation (the "Company"),
proposes, subject to the terms and
conditions stated herein and in the
Underwriting Agreement, dated March 10,
2004 (the "Underwriting
Agreement"), to issue and sell to the
Underwriters named in Schedule I
hereto (the "Underwriters") the Securities
specified in Schedules II-A and
II-B hereto (the "Designated Securities").
Each of the provisions of the
Underwriting Agreement is incorporated
herein by reference in its entirety,
and shall be deemed to be a part of this
Agreement to the same extent as if
such provisions had been set forth in full
herein, and each of the
representations and warranties set forth
therein shall be deemed to have
been made at and as of the date of this
Pricing Agreement, except that each
representation and warranty which refers to
the Prospectus in Section 2 of
the Underwriting Agreement shall be deemed
to be a representation or
warranty as of the date of the Underwriting
Agreement in relation to the
Prospectus (as therein defined), and also a
representation and warranty as
of the date of this Pricing Agreement in
relation to the Prospectus
relating to the Designated Securities which
are the subject of this Pricing
Agreement. Each reference to the
Representatives herein and in the
provisions of the Underwriting Agreement so
incorporated by reference shall
be deemed to refer to you. Unless otherwise
defined herein, terms defined
in the Underwriting Agreement are used
herein as therein defined. The
Representatives designated to act on behalf
of the Underwriters of the
Designated Securities pursuant to Section
12 of the Underwriting Agreement
and the address of the Representatives
referred to in such Section 12 are
set forth at the end of Schedules II-A and
II-B hereto.
An amendment to
the Registration Statement, or a supplement to
the Prospectus, as the case may be,
relating to the Designated Securities,
in the form heretofore delivered to you is
now proposed to be filed with
the Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein
by reference, the Company agrees
to issue and sell to each of the
Underwriters, and each of the Underwriters
agrees, severally and not jointly, to
purchase from the Company, at the
time and place and at the purchase price to
the Underwriters set forth in
Schedules II-A and II-B hereto, the
principal amount of Designated
Securities set forth opposite the name of
such Underwriter in Schedule I
hereto.
If the foregoing is in accordance with your understanding,
please
sign and return to us six counterparts
hereof (one for the Company and one
for each of the Representatives plus one
for each counsel) and upon
acceptance hereof by you, on behalf of each
of the Underwriters, this
letter and such acceptance hereof,
including the provisions of the
Underwriting Agreement incorporated herein
by reference, shall constitute a
binding agreement between each of the
Underwriters and the Company.
Very truly yours,
THE ROUSE COMPANY
By: /s/ Anthony
Mifsud
-------------------------------
Name: Anthony
Mifsud
Title: Vice President
<PAGE>
Accepted as of the date hereof
J.P. MORGAN SECURITIES INC.
By:/s/ Maria Sramek
-------------------------------
Name: Maria Sramek
Title: Vice President
BANC OF AMERICA SECURITIES LLC
By:/s/ Lily Chang
-------------------------------
Name: Lily Chang
Title: Principal
UBS SECURITIES LLC
By:/s/ Scott Whitney
-------------------------------
Name: Scott Whitney
Title: Director
By:/s/ Ryan Donovan
-------------------------------
Name: Ryan Donovan
Title: Associate Director
On behalf of themselves and each of the
other Underwriters
<PAGE>
SCHEDULE I
----------
<TABLE>
<CAPTION>
Underwriter
Principal Amount
Principal Amount
-----------
of 3.625% Notes due 2009
of 5.375% Notes due 2013
to be Purchased
to be Purchased
---------------
---------------
<S>
<C>
<C>
J.P. Morgan Securities Inc.
$ 86,800,000
$ 21,700,000
Banc of America Securities LLC
$ 86,800,000
$
21,700,000
UBS Securities LLC
$ 86,800,000
$ 21,700,000
Deutsche Bank Securities Inc.
$ 33,200,000
$ 8,300,000
Goldman, Sachs & Co.
$ 33,200,000
$ 8,300,000
Morgan Stanley & Co, Incorporated
$ 33,200,000
$ 8,300,000
PNC Capital Markets, Inc.
$ 10,000,000
$ 2,500,000
RBC Capital Markets Corporation
$ 10,000,000
$ 2,500,000
Scotia Capital (USA) Inc.
$ 10,000,000
$ 2,500,000
Wachovia Capital Markets, LLC
$
10,000,000
$ 2,500,000
-------------
-------------
Total
$ 400,000,000
$ 100,000,000
=============
=============
</TABLE>
<PAGE>
SCHEDULE II-A
-------------
TITLE OF DESIGNATED SECURITIES:
3.625% Notes due
2009
AGGREGATE PRINCIPAL AMOUNT:
$400,000,000
PRICE TO PUBLIC:
99.688% of the
principal amount of the 3.625% Notes due 2009, plus
accrued
interest, if any, from March 15, 2004
PURCHASE PRICE BY UNDERWRITERS:
99.088% of the
principal amount of the 3.625% Notes due 2009, plus
accrued
interest, if any, from March 15, 2004
FORM OF DESIGNATED SECURITIES:
Book-entry only
form represented by one or more global securities
deposited with
The Depository Trust Company ("DTC") or its designated
custodian, to be
made available for checking by the Representatives at
least
twenty-four hours prior to the Time of Delivery at the office
of
DTC.
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE
PRICE:
Federal or other
same day funds
TIME OF DELIVERY:
9:30 a.m. (New
York City time), March 15, 2004
INDENTURE:
Indenture, dated
as of February 24, 1995 (the "Indenture") between the
Company and J.P.
Morgan Trust Company, National Association (as
successor to
Bank One, National Association, formerly known as the
First National
Bank of Chicago), as Trustee
MATURITY:
March 15,
2009
<PAGE>
INTEREST RATE:
3.625% per
annum
INTEREST PAYMENT DATES:
March 15 and
September 15 beginning on September 15, 2004
REDEMPTION PROVISIONS:
The 3.625% Notes
due 2009 may be redeemed, in whole or in part, at any
time at the
option of the Company, for a Make-Whole Price (as
described in the
Prospectus Supplement dated the date hereof relating
to the 3.625%
Notes due 2009).
SINKING FUND PROVISIONS:
None.
CONVERTIBILITY OR EXCHANGEABILITY
PROVISIONS:
None.
DEFEASANCE PROVISIONS:
As set forth in
the Indenture.
OTHER TERMS:
For purposes of
the 3.625% Notes due 2009 and, insofar as used with
respect to the
3.625% Notes due 2009, the Indenture, (i) the
modifications
set forth under the caption "Description of the
Not
