TAUBMAN REALTY GROUP LTD PARTNERSHIP
8-K, 1996-05-15
OPERATORS OF NONRESIDENTIAL BUILDINGS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             AND EXCHANGE COMMISSION

                                    Form 8-K


                             Current Report Pursuant
                          to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


       Date of report (Date of earliest event reported):   May 14, 1996



                The Taubman Realty Group Limited Partnership
            (Exact Name of Registrant as Specified in its Charter)


                                    DELAWARE
                 (State or Other Jurisdiction of Incorporation)


    33-73988                                            38-3097317
    (Commission File Number)               (I.R.S. Employer Identification No.)


    200 East Long Lake Road, Bloomfield Hills, Michigan 48304
    (Address of Principal Executive Offices)           (Zip Code)

                              (810) 258-6800
             (Registrant's Telephone Number, Including Area Code)


                                      None
         (Former Name or Former Address, if Changed Since Last Report)



<PAGE>




Item 5.

        On May 14, 1996, Taubman Centers, Inc. announced that The Taubman Realty
Group Limited  Partnership  (TRG) has signed an agreement to acquire Paseo Nuevo
shopping center in Santa Barbara, California.

     Taubman Centers,  Inc., a real estate investment trust, is managing general
partner of TRG, which owns,  develops,  acquires and operates  regional shopping
centers nationally.

      TRG has reached a  definitive  agreement  with an  affiliate of JMB Realty
Corporation  to purchase  Paseo Nuevo for $37 million.  The center will be owned
subject to two ground leases with remaining terms of approximately 70 years. The
transaction,  which is expected to close in June, is  contingent  upon final due
diligence review and documentation.  TRG will borrow under its existing lines of
credit to fund the purchase.

      Paseo Nuevo is a 463,000 square foot open air center,  with 137,000 square
feet of mall  tenant  area.  Located  in the heart of Santa  Barbara's  downtown
retail  district,  it is anchored by Macy's and Nordstrom.  The Macy's store was
converted  from The Broadway on May 1, 1996.  The center,  which opened in 1990,
had mall tenant sales in 1995 of approximately $327 per square foot. Mall tenant
occupancy as of December 31, 1995 was 84 percent.

      Management  expects this  acquisition  to produce  EBITDA in excess of ten
percent of the acquisition cost in its first twelve months, and, accordingly, to
contribute  to TRG's  Distributable  Cash  Flow.  More  importantly,  management
expects  these  returns to increase  over time as a result of the strong  growth
anticipated  for the center  under  TRG's  management.  The  acquisition  is not
expected to have a material effect on TRG's net income in 1996.

     TRG will begin  managing  Paseo Nuevo upon closing.  The center will be the
20th center in the TRG portfolio, which includes urban and suburban regional and
super regional malls in 11 states.  TRG's other  California  centers are Hilltop
and Stoneridge in the San Francisco Bay Area, and Beverly Center in Los Angeles.




<PAGE>


                                   SIGNATURES


  Pursuant to the  requirements  of the  Securities  Exchange  Act of 1934,  the
Registrant has caused this report to be signed on its behalf by the  undersigned
thereunto duly
authorized.



                                          THE TAUBMAN REALTY GROUP LIMITED
                                          PARTNERSHIP



Date:    May 15, 1996                     By: /s/ Bernard Winograd
                                              --------------------
                                              Bernard Winograd
                                              Executive Vice President and
                                              Chief Financial Officer




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