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ROUSE COMPANY AND TRIZEC ANNOUNCE SHARE PURCHASE AGREEMENT

 ROUSE COMPANY AND TRIZEC ANNOUNCE SHARE PURCHASE AGREEMENT
 COLUMBIA, Md., Sept. 14 /PRNewswire/ -- The Rouse Company (NASDAQ: ROUS) of Columbia ("the company") announced today that eight investors, including the company, have reached agreement with Trizec Investments Corporation, a wholly owned subsidiary of Trizec Corporation Ltd. ("Trizec") of Calgary, Alberta, to acquire 9.5 million shares of common stock in the company that are presently owned by Trizec Investments.
 The shares will be purchased by the investors at $12 per share. The company will buy one million shares of the common stock which will be paid for with a combination of a note due June 30, 1993, and, subject to approval of the issuance by the company's board of directors, warrants that will allow Trizec Investments to purchase 500,000 common shares of the company at $18 per share for a period of five years. The remaining 8.5 million shares of common stock will be purchased for cash by seven U.S. institutional investors. Trizec Investments has elected to retain rather than sell approximately 1.5 million shares of common stock in the company. Goldman, Sachs & Co. acted as placement agent on the transaction.
 Trizec Investments has agreed not to sell this stock for a period of six months at less than $14 per share. The four representatives of Trizec who are presently members of the company's board will resign their positions as directors. The closing of this purchase is anticipated within five business days.
 In commenting on this transaction, Mathias J. DeVito, chairman of the board and chief executive officer of the Rouse Company, stated, "Our ten-year relationship with Trizec has been tremendously beneficial for the company. Trizec's representatives have been extremely knowledgeable and supportive directors through a turbulent period, and we will miss their wisdom and counsel. We are pleased and reassured at this investment by these seven institutions; it clearly demonstrates their confidence in our company's financial position, management and future prospects."
 -0- 9/14/92
 /CONTACT: David L. Tripp, vice president and director-investor relations of the Rouse Company, 301-992-6546/
 (ROUS) CO: The Rouse Company; Trizec Investments Corporation ST: Maryland, Alberta IN: SU: TNM


GK-PS -- NY043 -- 9123 09/14/92 11:43 EDT
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Publication:PR Newswire
Date:Sep 14, 1992
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