PROSPECTUS SUPPLEMENT Rule 424(b)(2)
(To Prospectus Dated December 6, 1996) Registration Statement
File No. 333-16781
5,970,000 Shares
TAUBMAN CENTERS, INC.
COMMON STOCK
All of the shares of Common Stock offered by this Prospectus Supplement
are being sold directly by Taubman Centers, Inc. (the "Company"), to various
investment advisory clients of Cohen & Steers Capital Management, Inc. The
Company is not paying any underwriting discounts or commissions. The closing
price of the Common Stock on the New York Stock Exchange (symbol: TCO) on
December 12, 1996, was $13.00 per share.
The Company's Articles of Incorporation impose limitations on the number
of shares of Common Stock that may be owned by any shareholder or affiliated
group. In general, no person may own more than 8.23% in value of the Company's
outstanding capital stock. See "Restrictions on Transfer" in the Prospectus.
The Company will use the proceeds from this offering to purchase newly
issued Units of Partnership Interest in The Taubman Realty Group Limited
Partnership ("TRG"). TRG will use the funds to pay down floating rate debt and
to complete the acquisition of a regional shopping center. See "Use of Proceeds"
in this Prospectus Supplement.
See the discussion under the caption "Risk Factors"
beginning on page 1 of the accompanying Prospectus for a discussion of certain
factors relating to an investment in the Common Stock.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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PRICE $12 9/16 PER SHARE
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Price to Public Proceeds to Company (1)
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Per Share............................. $12 9/16 $12 9/16
Total................................. $74,998,125 $74,998,125
(1) TRG is paying the expenses of the offering.
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December 13, 1996
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THE COMPANY
The Company believes that it is organized and operates in such a manner so
as to qualify as a real estate investment trust under the Internal Revenue Code
of 1986. The Company is the managing general partner of The Taubman Realty Group
Limited Partnership ("TRG"), an operating partnership that engages in the
ownership, operation, management, leasing, acquisition, development,
redevelopment, expansion, financing, and refinancing of regional shopping
centers. TRG owns as its primary assets interests in regional retail shopping
centers located throughout the United States (the "Taubman Shopping Centers" or
"Centers"). TRG has interests in certain Centers through partnerships with
unaffiliated third parties. TRG also owns development projects for future
regional shopping centers and more than a 99% beneficial interest in The Taubman
Company Limited Partnership, which manages the Taubman Shopping Centers and
provides other services to TRG and the Company.
USE OF PROCEEDS
The Company will use the proceeds from this offering (approximately $75
million) to acquire newly issued Units of Partnership Interest in TRG,
increasing its ownership to approximately 36.7%. TRG will use the funds from the
Company to pay down short term, floating rate debt (approximately $53 million)
under one or more of TRG's existing working capital facilities and the balance
to acquire La Cumbre Plaza, which is a regional shopping center located in Santa
Barbara, California. The acquisition is expected to close this month.
PLAN OF DISTRIBUTION
The Company is selling all of the offered shares directly to various
investment advisory clients of Cohen & Steers Capital Management, Inc. Neither
the Company nor TRG is paying any underwriting discounts or commissions.
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