SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(X) Annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934 (fee required)
For the fiscal year ended December 31, 1995
Commission File Number 33-80650
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below: The Taubman Company and
Related Entities Employee Retirement Savings Plan.
B. Name of the issuer of the securities held pursuant to the plan
and the address of its principal executive office: Taubman Centers,
Inc., 200 East Long Lake Road, Suite 300, P.O. Box 200, Bloomfield
Hills, Michigan 48303-0200.
<PAGE>
THE TAUBMAN COMPANY AND RELATED ENTITIES
EMPLOYEE RETIREMENT SAVINGS PLAN
Financial Statements for the
Years Ended December 31, 1995 and 1994,
Supplemental Schedules for the Year Ended December 31, 1995, and
Independent Auditors' Report
<PAGE>
THE TAUBMAN COMPANY AND RELATED ENTITIES
EMPLOYEE RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 1995 AND 1994:
Statement of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for
Benefits 3
Notes to Financial Statements 4-8
SUPPLEMENTAL SCHEDULES FOR THE YEAR ENDED
DECEMBER 31, 1995:
Item 27a - Schedule of Assets Held for Investment
Purposes 9
Item 27d - Schedule of Reportable Transactions 10
<PAGE>
INDEPENDENT AUDITORS' REPORT
Plan Administrator
The Taubman Company and
Related Entities Employee
Retirement Savings Plan
Bloomfield Hills, Michigan
We have audited the accompanying statement of net assets available for
benefits of The Taubman Company and Related Entities Employee Retirement Savings
Plan (the "Plan") as of December 31, 1995 and 1994, and the related statement of
changes in net assets available for benefits for the years then ended. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1995 and 1994, and the changes in net assets available for benefits
for the years then ended in conformity with generally accepted accounting
principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of (1) assets
held for investment purposes as of December 31, 1995, and (2) reportable
transactions for the year ended December 31, 1995, are presented for the purpose
of additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedules are the
responsibility of the Plan's management. Such supplemental schedules have been
subjected to the auditing procedures applied in our audit of the basic financial
statements and, in our opinion, are fairly stated in all material respects when
considered in relation to the basic financial statements taken as a whole.
/s/ Deloitte & Touche LLP
- -------------------------
May 31, 1996
<PAGE>
THE TAUBMAN COMPANY AND RELATED ENTITIES
EMPLOYEE RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
- ----------------------------------------------
<TABLE>
<CAPTION>
December 31
------------------------------
1995 1994
---- ----
<S> <C> <C>
ASSETS:
Investments (Note 3):
Fixed income contracts $25,181,060 $24,299,403
Equity funds 860,589 692,543
Registered Investment Companies 40,534,028 28,395,859
Participant loans 3,351,078 3,296,951
----------- -----------
Total $69,926,755 $56,684,756
Receivables from employer 568,364 569,444
----------- -----------
NET ASSETS AVAILABLE
FOR BENEFITS $70,495,119 $57,254,200
=========== ===========
See notes to financial statements.
</TABLE>
- 2 -
<PAGE>
THE TAUBMAN COMPANY AND RELATED ENTITIES
EMPLOYEE RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
- ---------------------------------------------------------
Years Ended December 31
-----------------------
1995 1994
---- ----
NET ASSETS AVAILABLE FOR
PLAN BENEFITS AT THE
BEGINNING OF THE YEAR $57,254,200 $51,701,238
----------- -----------
ADDITIONS (Note 4):
Basic employee contributions $ 3,127,358 $ 3,098,130
Employer contributions 2,523,451 2,513,814
Investment income 3,965,632 2,806,717
Net appreciation (depreciation) in
fair value of investments 7,283,554 (771,047)
Loan interest income 255,275 216,506
---------- -----------
Total additions $17,155,270 $ 7,864,120
DEDUCTIONS -
Benefit payments and withdrawals 3,914,351 2,311,158
----------- -----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS AT THE
END OF THE YEAR $70,495,119 $57,254,200
=========== ===========
See notes to financial statements.
- 3 -
<PAGE>
THE TAUBMAN COMPANY AND RELATED ENTITIES
EMPLOYEE RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995 AND 1994
- --------------------------------------------------------------------------------
1. THE PLAN
The Taubman Company (Company) and Related Entities Employee Retirement
Savings Plan (Plan) is designed to enable certain employees of the
participating companies to systematically save funds to supplement their
retirement incomes through a salary reduction agreement. The Plan is an
amendment and restatement (initially effective January 1, 1983) of The
Taubman Company Profit-Sharing Trust (Trust) which was established on
December 1, 1957. The Plan has been amended and restated several times, the
latest of which was January 1, 1996, to comply with tax regulations and
enhance benefits.
Related Entities - These are affiliated companies which have approved the
Plan and are accepted for participation by the Board of Directors of
the Company's managing partner, Taub-Co.
Participants - Employees of the Company and Related Entities become
participants if they are not covered by a collective bargaining agreement,
are 21 years old, and have completed their probationary period. Entry is
permitted monthly on the first day of the month following the one year
probationary period. Effective January 1, 1996, an individual who is
employed as an on-call or temporary employee shall be eligible to participate
in the Plan if the individual completes 1,000 hours of service in a Plan
year. As of December 31, 1995 and 1994, there were 1,380 and 1,341
participants, respectively, in the Plan.
Basic Contributions - A participant who elects to contribute to the Plan may
make basic contributions from 3% to potentially 14% of compensation, subject
to the limitations specified in the Plan and by tax regulations. The maximum
contribution of 14% is subject to the results of the actual deferral
percentage test as defined in the Plan and, therefore, can vary from year to
year. Voluntary participant contributions in excess of the basic contribution
are not permitted. In addition, contributions may be rolled over from other
qualified pension or profit-sharing plans at the discretion of the Plan's
administrative committee. No after-tax contributions are permitted except to
recharacterize employee contributions in order to satisfy the
nondiscrimination tests.
Employer Contributions - A monthly employer contribution, subject to the
limitations specified in the Plan and by tax regulations, is made by the
applicable participating company. The amount contributed is the following
percentage of compensation:
Basic Employer
Contribution Contribution
Percentage Percentage
0% 2%
3 3
4 4
5 5
6 6
7 or more 7
The Company also makes a supplemental employer contribution subject to
limitations specified in the Plan and by tax regulations.
- 4 -
<PAGE>
THE TAUBMAN COMPANY AND RELATED ENTITIES
EMPLOYEE RETIREMENT SAVINGS PLAN
Vesting - Other than company contributions, participant account balances are
100% vested. Company contributions are vested as follows:
Full Years
of Vesting
Service Percentage
1 10%
2 30
3 50
4 70
5 or more 100
Participants receive a year of vesting service as of each anniversary of
their hire date. The employee becomes fully vested at retirement age, defined
by the Plan as 65 or upon death or disability while employed.
Forfeitures - Nonvested contributions become forfeitures at the point the
participant terminates employment. Forfeitures reduce the cash required by
the participating companies to fund their contributions.
Allocations - Participants' accounts are valued daily.
Participant Loans - A participant may have a maximum of two loans, one
obtained during any 12 month period, at rates so stipulated by the Plan's
administrative committee. The sum of all loans to a participant cannot
exceed the lesser of 50 percent of the total vested accrued benefits of
the participant or $50,000 reduced by the highest outstanding balance of
loans during the one-year period ending on the day before the loan is
granted. Plan earnings are not allocated to the portion of the participant's
account balance borrowed. However, interest paid by the participant is
credited to the individual participant's account balances.
Withdrawals - Once during any 12 month period, a participant may withdraw an
amount from his rollover or prior Trust balance. Once during any 12 month
period, a participant may request a hardship withdrawal from his basic
contribution account or, if fully vested, his employer contribution accounts
as defined in the Plan. The hardship withdrawal must be approved by the
administrative committee and, once permitted, the participant cannot
contribute to the Plan during the following 12 months.
Benefit Payments - Participant's accounts become payable as soon as the
paperwork is submitted to the recordkeeper. Retirement benefits are payable
in a lump-sum, fixed periodic payments, or an annuity, as selected by the
participant. Other benefit payments are made in lump-sum distributions. All
vested benefits transfer to beneficiaries upon death of the participant.
For a complete description of vesting and benefit provisions, reference
should be made to the Plan document, which is available to all participants.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting - The accompanying financial statements have been
prepared on the accrual basis of accounting.
Investments - The investments of the Plan are stated at fair value, the
majority of which are calculated by reference to published market quotations.
The Plan's investments in fixed income contracts are stated at contract value
which is cost plus accrued interest and approximates fair value.
-5-
<PAGE>
THE TAUBMAN COMPANY AND RELATED ENTITIES
EMPLOYEE RETIREMENT SAVINGS PLAN
Net Appreciation/Depreciation on Investments includes net unrealized gains
and losses in accordance with the policy of stating investments at fair
values.
Payment of Benefits - Benefits are recorded when paid.
Security Transactions - Purchases and sales are accounted for on the trade
date. Interest and dividend income are reported as earned on an accrual
basis. Net gains and losses are computed using the average cost.
Administrative Expenses - All administrative expenses of the Plan are
currently being paid by the participating companies.
3. INVESTMENTS
Vanguard Fiduciary Trust Company is the Plan Trustee. Vanguard Group of
Investment Companies, as agent for the Plan Trustee, is the recordkeeper and
provider of investment funds for the Plan. Investments are summarized by
category below, with investments representing 5% or more of the Plan's net
assets at the beginning of the year separately identified.
December 31
---------------------------
1995 1994
---- ----
Investment Contract Funds:
Vanguard Investment Contract Trust $18,463,921 $11,679,764
Other 6,717,139 12,619,639
----------- -----------
Total Fixed Income Contracts $25,181,060 $24,299,403
Company Stock Fund $ 860,589 $ 692,543
Registered Investment Companies:
Money Market Fund $ 2,192,964 $ 2,007,851
Bond Fund 1,112,929 792,626
Balanced Fund -
Vanguard Wellington Fund 8,592,842 5,390,436
Domestic Equity Funds:
Vanguard Explorer Fund 4,828,129 3,914,542
Vanguard 500 Portfolio Index Trust 23,281,638 16,290,404
Other 268,786
International Equity Fund 256,740
Total Registered Investment ----------- -----------
Companies $40,534,028 $28,395,859
Participant Loans 3,351,078 3,296,951
----------- -----------
$69,926,755 $56,684,756
=========== ===========
The Plan enters into transactions with parties in interest such as trustees
or fund managers. As of and for the years ended December 31, 1995 and 1994, the
Plan had the following investments held by Vanguard, a fund manager and trustee:
Prime Portfolio Money Market Reserves, 500 Portfolio Index Trust-Stock Fund,
Investment Contract Trust, Explorer - Stock Fund, U.S. Growth Portfolio - Stock
Fund, Small Cap Stock Portfolio - Stock Fund, International Growth Portfolio -
Stock Fund, Wellington-Balanced Fund and the Long-Term Corporate Bond Fund. The
Plan also holds shares in Taubman Centers, Inc., a company stock fund.
-6-
<PAGE>
THE TAUBMAN COMPANY AND RELATED ENTITIES
EMPLOYEE RETIREMENT SAVINGS PLAN
4. FUND INFORMATION
Contributions, distributions to participants and investment income by fund
were as follows for the years ended December 31, 1995 and 1994. Investment
options which comprise less than 5% of the Plan's total net assets available
for benefits have been combined with funds having similar investment
objectives.
Years Ended December 31
-----------------------
1995 1994
---- ----
Basic Contributions:
Fixed Income Contracts $1,240,058 $1,412,856
Money Market Funds 169,026 167,575
Bond Fund 112,863 64,633
Balanced Fund -
Vanguard Wellington Fund 308,738 213,599
Domestic Equity Funds:
Vanguard Explorer Fund 283,331 259,988
Vanguard 500 Portfolio Index Trust 962,428 963,577
Other 7,935
International Equity Fund 4,241
Company Stock Fund 38,738 15,902
---------- ----------
Total $3,127,358 $3,098,130
========== ==========
Employer Contributions:
Fixed Income Contracts $1,068,017 $1,182,405
Money Market Funds 11,805 18,504
Bond Fund 77,635 56,423
Balanced Fund -
Vanguard Wellington Fund 257,926 195,437
Domestic Equity Funds:
Vanguard Explorer Fund 248,113 210,806
Vanguard 500 Portfolio Index Trust 812,575 834,120
Other 8,310
International Equity Fund 4,535
Company Stock Fund 34,535 16,119
---------- ----------
Total $2,523,451 $2,513,814
========== ==========
Investment Income:
Fixed Income Contracts $1,809,476 $1,831,789
Money Market Funds 100,936 68,454
Bond Fund 74,565 32,829
Balanced Fund -
Vanguard Wellington Fund 467,818 214,522
Domestic Equity Funds:
Vanguard Explorer Fund 520,707 200,174
Vanguard 500 Portfolio Index Trust 909,367 430,768
Other 9,227
International Equity Fund 5,666
Company Stock Fund 67,870 28,181
Participant Loans 255,275 216,506
---------- ----------
Total $4,220,907 $3,023,223
========== ==========
- 7 -
<PAGE>
THE TAUBMAN COMPANY AND RELATED ENTITIES
EMPLOYEE RETIREMENT SAVINGS PLAN
4. FUND INFORMATION continued
Years Ended December 31
-----------------------
1995 1994
---- ----
Net appreciation (depreciation) in fair
value of Investments:
Bond Fund $ 140,206 $ (54,219)
Balanced Fund -
Vanguard Wellington Fund 1,428,281 (156,139)
Domestic Equity Funds:
Vanguard Explorer Fund 534,919 (204,470)
Vanguard 500 Portfolio Index Trust 5,161,164 (283,420)
Other (3,875)
International Equity Fund 3,004
Company Stock Fund 19,855 (72,799)
---------- ----------
Total $7,283,554 $ (771,047)
========== ==========
Distributions to Participants:
Fixed Income Contracts $2,384,825 $1,585,835
Money Market Funds 116,351 335,536
Bond Fund 18,393 678
Balanced Fund -
Vanguard Wellington Fund 133,978 5,703
Domestic Equity Funds:
Vanguard Explorer Fund 115,742 1,808
Vanguard 500 Portfolio Index trust 741,711 242,904
Other 227
Company Stock 73,717 59
Participant Loans 329,407 138,635
---------- ----------
Total $3,914,351 $2,311,158
========== ==========
5. TERMINATION OF THE PLAN
In accordance with the Plan, if a participating company withdraws from or
terminates the Plan, all employees of such company will become fully vested
in their contribution account balances. In the event of termination, the
administrative committee, in its sole discretion, may direct payment of such
amounts in cash, in assets of the Plan, or in the form of immediate or
deferred payment annuity contracts.
6. INTERNAL REVENUE SERVICE STATUS
The Internal Revenue Service has determined and informed the Company by
letter dated February 16, 1995, that the Plan, as amended and restated on
January 1, 1994, meets the requirements of Sections 401(a) and 401(k) of the
Internal Revenue Code and is exempt from federal income tax under Section
501(a) of the Code. In management's opinion, the Plan continues to be
administered in accordance with the requirements of such sections for Plan
operation.
7. RECLASSIFICATIONS
Certain reclassifications have been made in the 1994 financial statements to
conform to the classifications used in 1995.
-8-
<PAGE>
THE TAUBMAN COMPANY AND RELATED ENTITIES
EMPLOYEE RETIREMENT SAVINGS PLAN
<TABLE>
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES Employer Number 38-3081510
AS OF DECEMBER 31, 1995 Plan Number 333
<CAPTION>
NAME OF ISSUER DESCRIPTION OF INVESTMENTS COST CURRENT VALUE
<S> <C> <C>
* Vanguard 500 Portfolio Index Trust
Stock Fund $18,357,935 $23,281,638
* Vanguard Investment Contract Trust 18,463,921 18,463,921
* Vanguard Wellington, a Stock and Bond
Balanced Fund 7,296,780 8,592,842
* Vanguard Explorer, a Stock Fund 4,456,865 4,828,129
Ohio National Life 6.65% investment contract,
maturing September 15, 1997 2,430,405 2,430,405
* Vanguard Prime Portfolio, a Money
Market fund 2,192,964 2,192,964
Bankers Trust Variable rate investment contract,
(currently 6.50%), secured by
6.50% Federal Home Loan
Mortgage CMO maturing
July 15, 2016 2,000,000 2,000,000
Manufacturers Life 8.74% investment contract,
maturing June 14, 1996 1,523,855 1,523,855
* Vanguard Long-Term Corporate Portfolio,
a Bond Fund 1,013,473 1,112,929
* Taubman Centers, Inc. Company Stock Fund 900,323 860,589
Bankers Trust Variable rate investment contract,
(currently 6.50%), secured by
7.0% Federal National Mortgage
Association CMO maturing
February 25, 2015 762,879 762,879
* Vanguard International Growth Stock Fund 253,736 256,740
* Vanguard U.S. Growth Stock Fund 249,364 245,089
* Vanguard Small Cap Stock Fund 23,298 23,697
* Loans to 497
participants Participant borrowings against their
individual account balances,
interest rates from 6.75% to
12.0% and maturing through
October 2005 3,351,078 3,351,078
----------- -----------
Total $63,276,876 $69,926,755
=========== ===========
Note - Cost includes accrued interest
* Denotes party-in-interest
</TABLE>
- 9 -
<PAGE>
THE TAUBMAN COMPANY AND RELATED ENTITIES
EMPLOYEE RETIREMENT SAVINGS PLAN
<TABLE>
EM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS Employer Number 38-3081510
YEAR ENDED DECEMBER 31, 1995 Plan Number 333
Security transactions which individually or in the aggregate exceed 5% of plan assets at the beginning of the year:
<CAPTION>
Name of Description No. of Purchase Selling Cost of Net Gain
Issuer of Asset Transactions Price Price Asset * (Loss)
<S> <C> <C> <C> <C> <C>
Vanguard Investment Contract Trust 170 $6,136,095
Vanguard Investment Contract Trust 203 $5,672,617 $5,672,617 $ -0-
Vanguard 500 Portfolio Index Trust 137 4,670,127
Vanguard 500 Portfolio Index Trust 156 3,225,432 2,841,177 384,255
Vanguard Wellington Fund 90 2,485,516
Vanguard Wellington Fund 92 779,180 711,391 67,789
Vanguard Explorer Fund 80 1,614,610
Vanguard Explorer Fund 86 1,375,757 1,235,942 139,815
* Cost includes accrued interest.
</TABLE>
- 10-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustee
has duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized on the 12th day of June, 1996.
THE TAUBMAN COMPANY AND RELATED
ENTITIES EMPLOYEE RETIREMENT
SAVINGS PLAN
By: Vanguard Fiduciary Trust Company,
as Trustee
By: /s/ R. Gregory Barton
-----------------------------------
Its: Vice President
----------------------------------
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
23 -- Consent of Deloitte & Touche
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-80650 of the Taubman Realty Group Limited Partnership on Form S-8, of our
report dated May 31, 1996, appearing in this Annual Report on Form 11-K of the
Taubman Company and Related Entities Employee Retirement Savings Plan for
the year ended December 31, 1995.
/s/ Deloitte & Touche LLP
- --------------------------
June 12, 1996
