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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Taubman Centers, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
876 664 103
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(CUSIP Number)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
Page 1 of 4 pages
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SCHEDULE 13G
CUSIP NO. 876 664 103 PAGE 2 OF 4 PAGES
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SBC Master Pension Trust
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
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NUMBER OF 5 SOLE VOTING POWER
SHARES 0(1)
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 157,100(2)
REPORTING -----------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 0(1)
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8 SHARED DISPOSITIVE POWER
157,100(2)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
157,100
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less than 1%
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12 TYPE OF REPORTING PERSON*
EP
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* SEE INSTRUCTION BEFORE FILLING OUT!
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(1) Reporting person sold 6,114,027 Units in The Taubman Realty Group
Limited Partnership, a Delaware Limited Partnership to the Issuer (which
is the managing general partner) on January 7, 1998. The Units
previously held by the reporting person were immediately convertible at
a l:l ratio into an aggregate of 6,114,027 shares of common stock, par
value $0.01 per share, of the Issuer.
(2) Reporting person owns 157,100 shares held in a diversified portfolio
which is managed by European Investors, Inc.
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ITEM 1 (a) Name of Issuer: Taubman Centers, Inc.
ITEM 1 (b) Address of Issuer's Principal Executive Offices:
The Taubman Company
200 East Long Lake Road,
Suite 3000
P.O. Box 200
Bloomfield Hills, MI 48303-0200
ITEM 2 (a) Name of Person Filing: SBC Master Pension Trust
ITEM 2 (b) Address of Principal Business Office, or, if none, Residence:
175 E. Houston Street
San Antonio, TX 78205
ITEM 2 (c) Place of Organization:
ITEM 2 (d) Title of Class of Securities: Common Stock, $0.01 par value.
ITEM 2 (e) CUSIP Number: 876 664 103
ITEM 3 If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b) check whether the person filing is a:
(a) / / Broker or Dealer registered under section 15 of the Act
(b) / / Bank as defined in section 3(a)(6) of the Act
(c) / / Insurance Company as defined in section 3(a)(19) of the
Act
(d) / / Investment Company registered under section 8 of the
Investment Company Act
(e) / / Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) / X / Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income Security
Act of of 1974 or Endowment Fund; see
Section 240.13d-1(b)(1)(ii)(F)
(g) / / Parent Holding Company, in accordance with Section
240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) / / Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
ITEM 4 Ownership:
The following information is provided as of December 15, 1997:
(a) Amount Beneficially Owned: 0
(b) Percent of Class: Less than 1%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0(1)
(ii) shared power to vote or to direct the vote: 157,100(2)
(iii) sole power to dispose or to direct the
disposition of: 0 (1)
(iv) shared power to dispose or to direct the
disposition of: 157,100(2)
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(1) Reporting person owns 6,114,027 Units in The Taubman Realty Group
Limited Partnership, a Delaware Limited Partnership, of which the
Issuer is the managing general partner. The Units are immediately
convertible at a l:l ratio into an aggregate of 6,114,027 shares of
common stock, par value $0.01 per share, of the Issuer.
(2) Reporting person owns 157,100 shares held in a diversified portfolio
which is managed by European Investors, Inc.
Page 3 of 4 pages
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ITEM 5 If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [X].
ITEM 6 Ownership of More than Five Percent on Behalf of Another Person:
Not applicable.
ITEM 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company: Not applicable.
ITEM 8 Identification and Classification of Members of the Group. Not
applicable.
ITEM 9 Notice of Dissolution of Group. Not applicable.
ITEM 10 Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purposes or effect.
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.
February 6, 1998
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Date
BOSTON SAFE DEPOSIT AND TRUST COMPANY, AS
TRUSTEE OF THE SBC MASTER PENSION TRUST
By: /s/ Robert J. Geiger
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Robert J. Geiger
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
Page 4 of 4 pages
