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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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RULE 13E-1 TRANSACTION STATEMENT
Pursuant to Section 13(e) of the Securities Exchange Act of 1934
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TAUBMAN CENTERS, INC.
(Name of Issuer)
TAUBMAN CENTERS, INC.
(Name of Person(s) filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
876664103
(CUSIP Number of Class of Securities)
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LISA A. PAYNE
TAUBMAN CENTERS, INC.
200 EAST LONG LAKE ROAD
SUITE 300, P.O. BOX 200
BLOOMFIELD HILLS, MICHIGAN 48303
(248) 258-6800
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICE AND
COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
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WITH COPIES TO:
Cyril Moscow Jeffrey H. Miro Adam O. Emmerich
Honigman Miller Schwartz and Kenneth H. Gold Trevor S. Norwitz
Cohn, Llp Miro, Weiner & Kramer Robin Panovka
2290 First National Building 38500 Woodward Avenue, Wachtell, Lipton, Rosen
660 Woodward Avenue Suite 100 & Katz
Detroit, Michigan 48226-3583 Bloomfield Hills, 51 West 52Nd Street
(313) 465-7000 Michigan 48303 New York, New York 10019
(248) 646-2400 (212) 403-1000
Calculation of Filing Fee
Transaction Value Amount of Filing Fee
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A Total of $102,941,093 in Common $20,588*
Stock of Taubman Centers, Inc.
* Pursuant to Rule 0-11 promulgated under the Exchange Act, the amount of
the filing fee has been calculated by multiplying the value of the
securities to be acquired by 1/50 of one percent.
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ITEM 1. SECURITY AND ISSUER.
Taubman Centers, Inc., a Michigan corporation (the "Company"), the
issuer, is the managing general partner of The Taubman Realty Group Limited
Partnership (the "Operating Partnership"), through which the Company conducts
all its operations. The address and telephone number of the Company's principal
executive offices are 200 East Long Lake Road, Suite 300, P.O. Box 200,
Bloomfield Hills, Michigan 48303 and (248) 258-6800.
This Rule 13e-1 Statement relates to the proposed purchases by the
Company of up to $102,941,093 in shares of its common stock, par value
$0.01 per share (the "Shares") to be effected from time to time in open market
or privately negotiated purchases or otherwise, depending on market prices and
other conditions. Any market purchase transactions will be effected on the New
York Stock Exchange.
ITEM 2. PURPOSES OF THE REPURCHASES.
The Company's Board of Directors believes that the proposed purchases
will accelerate the Company's long range plan of allocating excess cash to
repurchase Shares from time to time. In accordance with Michigan law, purchased
Shares will be retired.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
All purchases will be financed through the Company's general corporate
funds, including funds received from an anticipated investment in the Company of
$50,000,000 by Sheldon M. Gordon in exchange for 2.08 million Operating
Partnership units at $24 per unit. Depending upon the amount of purchases and
other factors, the Company may also borrow funds under its line of credit which
is incorporated herein by reference to Exhibit 4 to the Company's annual report
on Form 10-K for the fiscal year ended December 31, 2001.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
TAUBMAN CENTERS, INC.
By: /s/ Robert S. Taubman
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Robert S. Taubman
Chairman of the Board, President and
Chief Executive Officer
Dated: February 10, 2003