As filed with the Securities and Exchange Commission on June 25, 1999
Registration No. 333-
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===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TAUBMAN CENTERS, INC.
(Exact Name of Registrant as Specified in its
Articles of Incorporation)
Michigan 38-2033632
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
200 East Long Lake Road, Suite 300
P.O. Box 200
Bloomfield Hills, Michigan 48303-0200
(Address of Principal Executive Offices)
The Taubman Company and Related Entities
Employee Retirement Savings Plan
(Full Title of the Plan)
Lisa A. Payne, Executive Vice President WITH A COPY TO:
and Chief Financial Officer David A. Handelsman, Esq.
Taubman Centers, Inc. 17117 W. Nine Mile Road
200 East Long Lake Road, Suite 300 Suite 1110
P.O. Box 200 Southfield, Michigan 48075
Bloomfield Hills, Michigan 48303-0200 (248) 557-3143
(248) 258-6800
(Name, Address, and Telephone
Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Title of Securities Amount Maximum Maximum Amount of
Being Registered Being Registered Offering Aggregate Registration
Price Per Offering Fee
Share (1) Price
- --------------------------------------------------------------------------------
Taubman Centers,
Inc. Common Stock(2) 1,200,000 $13.53125 $16,237,500.00 $4,514.03
================================================================================
(1) Solely for purposes of calculating the registration fee pursuant to Rule
457(c) under the Securities Act of 1933, the proposed maximum per share
price is equal to the average of the high and low prices of the Common
Stock as reported on the New York Stock Exchange Composite Tape on June
22,1999.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described in this
Registration Statement.
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act") are incorporated by
reference into this Registration Statement:
(a) the Annual Report on Form 11-K of The Taubman Company and Related
Entities Employee Retirement Savings Plan (the "Plan") for the
year ended December 31, 1997;
(b) the Annual Report on Form 10-K of Taubman Centers, Inc. (the
"Company"), for the year ended December 31, 1998;
(c) the Company's Quarterly Report on Form 10-Q for the period ended
March 31, 1999;
(d) the description of Common Stock contained in the Company's
registration statement on Form 8-A (File No. 1-11530) filed under
the Exchange Act and any amendments or reports filed for the purpose
of updating such description.
All documents filed by the Plan or the Company pursuant to Sections 13(a),
13(c), 14, or 15(d) of the Exchange Act after the date of this Registration
Statement (and prior to the filing of a post-effective amendment indicating that
all of the securities offered have been sold or deregistering all securities
then remaining unsold ) shall be deemed to be incorporated by reference in, and
to be a part of, this Registration Statement from the date of filing such
documents.
Item 4. Description of Securities.
Not Applicable
Item 5. Interests of Named Experts and Counsel.
Not Applicable
Item 6. Indemnification of Directors and Officers.
Under the Company's Articles of Incorporation, no director of the Company
shall be liable to the Company or its shareholders for monetary damages for a
breach of the director's fiduciary duty. The Articles do not limit a director's
liability to the Company or its shareholders resulting from: a breach of the
director's duty of loyalty to the Corporation or its shareholders; acts or
omissions of the director not in good faith or which involve intentional
misconduct or knowing violation of law; unlawful payment of a dividend on the
Company's securities, or a transaction from which the director derived an
improper personal benefit.
Under the Company's Articles of Incorporation, the Company is required (to
the fullest extent permitted or not prohibited by law) to indemnify each
director of the Company against any liability resulting from his status or
service as a director of the Company. Each officer of the Company is also
entitled to such indemnification, provided that the officer has acted in good
faith and has otherwise satisfied the required standard of care.
<PAGE>
The Company has in place one or more insurance policies insuring the
Company's directors and officers against expenses and liabilities of the type
normally insured against under such policies, including the expense of the
indemnifications described above.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
------- -----------
4 -- Restated Articles of Incorporation of Taubman Centers,
Inc. (incorporated by reference to Exhibit 3(a) filed
with the Registrant's Quarterly Report on Form 10-Q for
the period ended September 30, 1998).
5*
23 -- Consent of Deloitte & Touche LLP.
24 -- Powers of Attorney.
* In lieu of filing the exhibit specified in Item 601(b)(5) of
Regulation S-K, and as permitted under the instructions to this Item 8, the
Registrant undertakes that the Registrant has submitted the Plan and any
amendment to the Plan to the Internal Revenue Service (the "IRS") in a timely
manner and has made all changes required by the IRS in order to qualify the
Plan.
Item 9. Undertakings.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the provisions described under Item 6
above, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer,
or controlling person of the Registrant in the successful defense of any action,
suit, or proceeding) is asserted by such director, officer, or controlling
person in connection with the securities registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
The Registrant undertakes:
(1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
<PAGE>
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the
termination of the offering.
The undersigned Registrant undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and each filing of the Plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bloomfield Hills, State of Michigan, on the 25th day
of June, 1999.
TAUBMAN CENTERS, INC., a Michigan corporation
By: /S/ Robert S. Taubman
---------------------
Robert S. Taubman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/S/ Robert S. Taubman President, Chief Executive June 25, 1999
- ------------------------- Officer, and Director
Robert S. Taubman
/S/ Lisa A. Payne Executive Vice President, June 25, 1999
- ------------------------- Chief Financial Officer, and
Lisa A. Payne Director
/S/ Esther R. Blum Senior Vice President, Controller June 25, 1999
- ------------------------- and Chief Accounting Officer
Esther R. Blum
* Chairman of the Board June 25, 1999
- -------------------------
A. Alfred Taubman
* Vice Chairman of the Board June 25, 1999
- -------------------------
Robert C. Larson
* Director June 25, 1999
- -------------------------
Graham T. Allison
* Director June 25, 1999
- -------------------------
Claude M. Ballard
* Director June 25, 1999
- -------------------------
Allan J. Bloostein
* Director June 25, 1999
- -------------------------
Jerome A. Chazen
* Director June 25, 1999
- -------------------------
S. Parker Gilbert
* By: /S/ Lisa A. Payne
-----------------
Lisa A. Payne, as Attorney-in-Fact
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the trustee has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Malvern, State of
Pennsylvania, on June 25, 1999.
THE TAUBMAN COMPANY AND RELATED
ENTITIES EMPLOYEE RETIREMENT SAVINGS
PLAN
By: Vanguard Fiduciary Trust
Company, as Trustee
By: /S/ David Simmons
-----------------
David Simmons
Its: Authorized Signatory
<PAGE>
EXHIBIT INDEX
Exhibit Sequential
Number Description Page Number
------- ----------- -----------
4 -- Restated Articles of Incorporation of Taubman Centers,
Inc. (incorporated by reference to Exhibit 3(a) filed with
the Registrant's Quarterly Report on Form 10-Q for the period
ended September 30, 1998).
5*
23 -- Consent of Deloitte & Touche LLP.
24 -- Powers of Attorney.
* In lieu of filing the exhibit specified in Item 601(b)(5) of Regulation
S-K, and as permitted under the instructions to this Item 8, the Registrant
undertakes that the Registrant has submitted the Plan and any amendment to the
Plan to the Internal Revenue Service (the "IRS") in a timely manner and has made
all changes required by the IRS in order to qualify the Plan.
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Taubman Centers, Inc. on Form S-8 of our reports dated February 16, 1999 and May
26, 1998, appearing in the Annual Report on Form 10-K of Taubman Centers, Inc.
for the year ended December 31, 1998, and in the Annual Report on Form 11-K of
The Taubman Company and Related Entities Employee Retirement Savings Plan for
the year ended December 31, 1997, respectively.
DELOITTE & TOUCHE LLP
Detroit, Michigan
June 24, 1999
POWER OF ATTORNEY
The undersigned, a Director of Taubman Centers, Inc., a Michigan
corporation (the "Company"), does hereby constitute and appoint Robert S.
Taubman, Lisa A. Payne, and Esther R. Blum and each of them, with full power of
substitution, as his true and lawful attorney and agent to execute in his name
and on his behalf, as a Director of the Company, the Company's Registration
Statement on Form S-8 and any and all amendments thereto, to be filed with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Act of 1933, as amended (the "Act"), and any and all instruments that such
attorneys and agents, or any of them, may deem necessary or advisable to enable
the Company to comply with the Act, the rules, regulations, and requirements of
the Commission in respect thereof, and any applicable state "blue sky" laws,
rules, and regulations. The undersigned does hereby ratify and confirm as his
own act and deed all that such attorneys and agents, and each of them, shall do
or cause to be done by virtue of this instrument. Each such attorney or agent
shall have, and may exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has subscribed his signature this
4th day of June, 1999.
/s/ Graham T. Allison
---------------------
Graham T. Allison
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of Taubman Centers, Inc., a Michigan
corporation (the "Company"), does hereby constitute and appoint Robert S.
Taubman, Lisa A. Payne, and Esther R. Blum and each of them, with full power of
substitution, as his true and lawful attorney and agent to execute in his name
and on his behalf, as a Director of the Company, the Company's Registration
Statement on Form S-8 and any and all amendments thereto, to be filed with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Act of 1933, as amended (the "Act"), and any and all instruments that such
attorneys and agents, or any of them, may deem necessary or advisable to enable
the Company to comply with the Act, the rules, regulations, and requirements of
the Commission in respect thereof, and any applicable state "blue sky" laws,
rules, and regulations. The undersigned does hereby ratify and confirm as his
own act and deed all that such attorneys and agents, and each of them, shall do
or cause to be done by virtue of this instrument. Each such attorney or agent
shall have, and may exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has subscribed his signature this
23rd day of June, 1999.
/s/ Claude M. Ballard
---------------------
Claude M. Ballard
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of Taubman Centers, Inc., a Michigan
corporation (the "Company"), does hereby constitute and appoint Robert S.
Taubman, Lisa A. Payne, and Esther R. Blum and each of them, with full power of
substitution, as his true and lawful attorney and agent to execute in his name
and on his behalf, as a Director of the Company, the Company's Registration
Statement on Form S-8 and any and all amendments thereto, to be filed with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Act of 1933, as amended (the "Act"), and any and all instruments that such
attorneys and agents, or any of them, may deem necessary or advisable to enable
the Company to comply with the Act, the rules, regulations, and requirements of
the Commission in respect thereof, and any applicable state "blue sky" laws,
rules, and regulations. The undersigned does hereby ratify and confirm as his
own act and deed all that such attorneys and agents, and each of them, shall do
or cause to be done by virtue of this instrument. Each such attorney or agent
shall have, and may exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has subscribed his signature this
7th day of June, 1999.
/s/ Allan J. Bloostein
----------------------
Allan J. Bloostein
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of Taubman Centers, Inc., a Michigan
corporation (the "Company"), does hereby constitute and appoint Robert S.
Taubman, Lisa A. Payne, and Esther R. Blum and each of them, with full power of
substitution, as his true and lawful attorney and agent to execute in his name
and on his behalf, as a Director of the Company, the Company's Registration
Statement on Form S-8 and any and all amendments thereto, to be filed with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Act of 1933, as amended (the "Act"), and any and all instruments that such
attorneys and agents, or any of them, may deem necessary or advisable to enable
the Company to comply with the Act, the rules, regulations, and requirements of
the Commission in respect thereof, and any applicable state "blue sky" laws,
rules, and regulations. The undersigned does hereby ratify and confirm as his
own act and deed all that such attorneys and agents, and each of them, shall do
or cause to be done by virtue of this instrument. Each such attorney or agent
shall have, and may exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has subscribed his signature this
7th day of June, 1999.
/s/ Jerome A. Chazen
--------------------
Jerome A. Chazen
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of Taubman Centers, Inc., a Michigan
corporation (the "Company"), does hereby constitute and appoint Robert S.
Taubman, Lisa A. Payne, and Esther R. Blum and each of them, with full power of
substitution, as his true and lawful attorney and agent to execute in his name
and on his behalf, as a Director of the Company, the Company's Registration
Statement on Form S-8 and any and all amendments thereto, to be filed with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Act of 1933, as amended (the "Act"), and any and all instruments that such
attorneys and agents, or any of them, may deem necessary or advisable to enable
the Company to comply with the Act, the rules, regulations, and requirements of
the Commission in respect thereof, and any applicable state "blue sky" laws,
rules, and regulations. The undersigned does hereby ratify and confirm as his
own act and deed all that such attorneys and agents, and each of them, shall do
or cause to be done by virtue of this instrument. Each such attorney or agent
shall have, and may exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has subscribed his signature this
9th day of June, 1999.
/s/ S. Parker Gilbert
---------------------
S. Parker Gilbert
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of Taubman Centers, Inc., a Michigan
corporation (the "Company"), does hereby constitute and appoint Robert S.
Taubman, Lisa A. Payne, and Esther R. Blum and each of them, with full power of
substitution, as his true and lawful attorney and agent to execute in his name
and on his behalf, as a Director of the Company, the Company's Registration
Statement on Form S-8 and any and all amendments thereto, to be filed with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Act of 1933, as amended (the "Act"), and any and all instruments that such
attorneys and agents, or any of them, may deem necessary or advisable to enable
the Company to comply with the Act, the rules, regulations, and requirements of
the Commission in respect thereof, and any applicable state "blue sky" laws,
rules, and regulations. The undersigned does hereby ratify and confirm as his
own act and deed all that such attorneys and agents, and each of them, shall do
or cause to be done by virtue of this instrument. Each such attorney or agent
shall have, and may exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has subscribed his signature this
9th day of June, 1999.
/s/ A. Alfred Taubman
---------------------
A. Alfred Taubman
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of Taubman Centers, Inc., a Michigan
corporation (the "Company"), does hereby constitute and appoint Robert S.
Taubman, Lisa A. Payne, and Esther R. Blum and each of them, with full power of
substitution, as his true and lawful attorney and agent to execute in his name
and on his behalf, as a Director of the Company, the Company's Registration
Statement on Form S-8 and any and all amendments thereto, to be filed with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Act of 1933, as amended (the "Act"), and any and all instruments that such
attorneys and agents, or any of them, may deem necessary or advisable to enable
the Company to comply with the Act, the rules, regulations, and requirements of
the Commission in respect thereof, and any applicable state "blue sky" laws,
rules, and regulations. The undersigned does hereby ratify and confirm as his
own act and deed all that such attorneys and agents, and each of them, shall do
or cause to be done by virtue of this instrument. Each such attorney or agent
shall have, and may exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has subscribed his signature this
4th day of June, 1999.
/s/ Robert C. Larson
--------------------
Robert C. Larson
