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Rouse adopts anti-takeover measure

Tuesday, Feb. 29, 2000 | 11:04 a.m.

THE ASSOCIATED PRESS

COLUMBIA, Md. -- Rouse Co. adopted a new system for board elections that is commonly used to discourage hostile takeovers.

Rouse owns the Howard Hughes Corp., developer of Summerlin and commercial projects in Las Vegas.

Rouse revised its corporate bylaws so that only one-third of the company's directors are up for election in any one year, according to a filing with the Securities and Exchange Commission. Until now, shareholders got to vote on all 12 Rouse directors annually.

Staggering the election of directors effectively prevents a dissident shareholder or hostile suitor from winning control of the board through a single proxy fight.

Robert Levy, an analyst at Robertson Stephens, said Rouse is more vulnerable to a takeover because its shares are depressed.

"Mall companies in general have definitely been beaten up over the past year," said Levy. And Rouse "is trading at one of the more significant discounts (to net asset value) in relation to other mall companies."

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